Kwung : PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS AND 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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

KWUNG'S HOLDINGS LIMITED

曠 世 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1925)

PROPOSED GENERAL MANDATES TO ISSUE AND

TO REPURCHASE SHARES

PROPOSED RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Kwung's Holdings Limited to be held at Room 1703-1704,World-Wide House, No. 19 Des Voeux Road Central, Hong Kong on Friday, 4 June 2021 at 11 : 00 a.m. or any adjournment thereof is set forth on pages 17 to 20 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time fixed for holding the annual general meeting (or any adjournment thereof) to the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this circular for measures being taken to prevent and control the spread of COVID-19 at the AGM, including:

. compulsory temperature checks and health declarations

. recommended wearing of surgical face masks

. no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company encourages attendees to wear face masks and reminds Shareholders that they may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

30 April 2021

TABLE OF CONTENTS

Page

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

APPENDIX I - EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

APPENDIX II - DETAILS OF RETIRING DIRECTORS WHO ARE PROPOSED TO BE RE-ELECTED AT THE

ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing the COVID-19 epidemic and recent requirements for prevention and control of its spread, the Company will implement the following precautionary measures at the AGM to protect the attending Shareholders, staff and other stakeholders from the risk of infection:

1. compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue.
2. all Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had physical contact with any person who has recently travelled to, any affected countries or areas outside of Hong Kong at any time in the past 21 days. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue.
3. the Company encourages attendees to wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats.
4. no refreshments will be served, and there will be no corporate gifts.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID- 19 guidelines for prevention and control issued by the Department of Health of the government of Hong Kong, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the Company's website. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- 1 -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be convened at
	Room 1703-1704,World-Wide House, No. 19 Des Voeux Road
	Central, Hong Kong on Friday, 4 June 2021 at 11 : 00 a.m.;
''Articles''	the articles of association adopted by the Company, and as
	amended from time to time by resolution of the Shareholders;
''Board''	the board of Directors;
''Chairman''	chairman of the Board;
''close associate''	has the meaning ascribed to it under the Listing Rules;
''Company''	Kwung's Holding Limited, a company incorporated in the
	Cayman Islands with limited liability with its securities listed
	on the Stock Exchange;
''Directors''	the directors of the Company;
''Group''	the Company and its subsidiaries;
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC;
''Issue Mandate''	a general mandate proposed to be granted to the Directors at the
	AGM to allot, issue and deal with Shares not exceeding 20% of
	the number of issued Shares as of the date of passing the
	resolution plus the amount representing the aggregate number of
	Shares repurchased by the Company under the Repurchase
	Mandate;
''Latest Practicable	23 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information
	referred to in this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;
''Model Code''	the Model Code for Securities Transactions by Directors of
	Listed Issuers as set out in Appendix 10 to the Listing Rules;
''Ningbo Kwung's''	寧波曠世智源工藝設計有限公司, a company established in the
	PRC with limited liability, and a wholly-owned subsidiary of the
	Company;
''PRC''	the People's Republic of China;

- 2 -

	DEFINITIONS
''Repurchase Mandate''	a general mandate proposed to be granted to the Directors at the
	AGM to repurchase up to 10% of the number of issued Shares as
	of the date of passing of such resolution;
''SFO''	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
''Share(s)''	the ordinary share(s) of HK$0.001 each in the share capital of the
	Company;
''Shareholder(s)''	the registered holder(s) of the Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''Takeovers Code''	the Code on Takeovers and Mergers;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''%''	per cent.

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LETTER FROM THE BOARD

KWUNG'S HOLDINGS LIMITED

曠 世 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1925)
Executive Directors:	Registered office:
Mr. JIN Jianxin (Chairman)	89 Nexus Way
Mr. RU Liming	Camana Bay
Mr. TIAN Dong	Grand Cayman
	KY1-9009
Non-executive Director:	Cayman Islands
Mr. SHAO Patrick
	Place of business and headquarters
Independent non-executive Directors:	in Hong Kong:
Mr. LAI Chun Yu	Unit 629A, 6/F
Mr. YANG Herong	Star House
Mr. ZHOU Kai	No. 3 Salisbury Road
	Tsim Sha Tsui
	Kowloon
	Hong Kong
	30 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND

TO REPURCHASE SHARES

PROPOSED RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you information in respect of the resolutions to be proposed at the AGM relating to (i) the grant of a general mandate to the Directors to allot, issue and deal with Shares not exceeding 20% of the number of issued Shares as at the date of resolution; (ii) the grant of a general mandate to the Directors to repurchase Shares not exceeding 10% of the number of issued Shares as at the date of resolution; and (iii) the re-election of retiring Directors.

A notice convening the AGM is set forth on pages 17 to 20 of this circular.

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LETTER FROM THE BOARD

1. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the AGM, separate ordinary resolutions will be proposed to renew the general mandates given to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate number of issued Shares at the date of passing of the resolution; (ii) to exercise all powers of the Company to repurchase issued and fully paid Shares on the Stock Exchange up to a maximum of 10% of the aggregate number of issued Shares at the date of passing of the resolution; and (iii) to extend the general mandate granted to the Directors to allot, issue and deal with additional Shares as mentioned in (i) above by the amount representing the aggregate number of Shares repurchased by the Company under the Repurchase Mandate.

The Issue Mandate and the Repurchase Mandate shall continue in force during the period ending on the earliest of (a) the date of the next annual general meeting of the Company; (b) the date by which the next annual general meeting of the Company is required to be held by law or by the Articles; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

The existing Issue Mandate and the existing Repurchase Mandate granted to the Directors by written resolutions passed by the Shareholders on 5 June 2020 will expire at the AGM. As at the Latest Practicable Date, the issued share capital of the Company comprised 405,042,000 Shares. Assuming there is no change in the issued share capital of the Company between the period from the Latest Practicable Date to the date of AGM and subject to the passing of the ordinary resolutions approving the Issue Mandate and the Repurchase Mandate, exercise in full of the Repurchase Mandate will result in up to 40,504,200 Shares being repurchased by the Company, and the Directors will be authorised to allot and issue under the Issue Mandate up to 81,008,400 Shares, and to the extent the Repurchase Mandate is exercised, plus the amount of Shares representing the aggregate number of Shares repurchased by the Company under the Repurchase Mandate.

Explanatory statement

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The information in the explanatory statement is provided to you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant the Repurchase Mandate to the Directors.

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LETTER FROM THE BOARD

III. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors were Mr. JIN Jianxin, Mr. RU Liming and Mr. TIAN Dong; the non-executive Director was Mr. SHAO Patrick and the independent non-executive Directors were Mr. LAI Chun Yu, Mr. YANG Herong and Mr. ZHOU Kai.

Pursuant to Article 108 of the Articles, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), 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. The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Pursuant to Article 112 of the Articles, any Director appointed by the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election.

Mr. LAI Chun Yu, Mr. YANG Herong and Mr. ZHOU Kai will retire in accordance with Article 108 and they being eligible, will offer themselves for re-election at the AGM.

The biographical details, interests in the shares and other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules of the Directors proposed for reelection at the AGM are set out in Appendix II to this circular.

IV. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 1 June 2021 to Friday, 4 June 2021 (both days inclusive), during which period no transfer of Shares will be registered. In order to determine the identity of the Shareholders who are entitled to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4 : 30 p.m. on Monday, 31 May 2021.

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LETTER FROM THE BOARD

1. AGM

A notice convening the AGM to be held at Room 1703-1704,World-Wide House, No. 19 Des Voeux Road Central, Hong Kong, on Friday, 4 June 2021 at 11 : 00 a.m. is set forth on pages 17 to 20 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time fixed for holding the AGM (or any adjournment thereof) to the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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 of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions as put to vote at the AGM will be taken by way of poll.

VI. RECOMMENDATION

The Directors consider that all the proposed resolutions at the AGM are in the interests of the Company and the Shareholders as a whole and, accordingly, the Directors (including the independent non-executive Directors) recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM in respect thereof.

VII. GENERAL

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 resolutions to be proposed at the AGM.

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

Yours faithfully,

For and on behalf of the Board

Kwung's Holdings Limited

JIN Jianxin

Chairman and executive Director

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APPENDIX I	EXPLANATORY STATEMENT
	FOR THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Repurchase Mandate for your consideration.

LISTING RULES RELATING TO THE REPURCHASES OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the more important of which are summarised below:

(a) Shareholders' approval

All proposed purchase of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by the shareholders by an ordinary resolution, either by way of a general mandate or by a specific approval in relation to a specific transaction.

(b) Share capital

Under the Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the aggregate number of issued Shares at the date of the passing of the proposed resolution granting the Repurchase Mandate.

As at the Latest Practicable Date, the Company had 405,042,000 Shares in issue. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Shares are issued or repurchased by the Company prior to the AGM, the exercise of the Repurchase Mandate in full would result in up to 40,504,200 Shares being repurchased by the Company during the period prior to (i) the next annual general meeting of the Company following the passing of the resolution referred to herein; or (ii) the date by which the next annual general meeting of the Company is required to be held by law or by the Articles; or (iii) the date upon which the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.

1. Reason for repurchase

The Directors believe that it is in the 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 value of the Company and its assets and/or its 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.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT
	FOR THE REPURCHASE MANDATE

(d) Funding of repurchase

In repurchasing securities, a company may only apply funds legally available for such purpose in accordance with its constitutional documents and the laws of the jurisdiction in which the Company was incorporated.

The Company is empowered by its memorandum and Articles to repurchase its Shares. The Cayman Islands law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the profit that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on redemption may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or out of the share premium of the Company. Under the Cayman Islands laws, the repurchased Shares will remain part of the authorised but unissued share capital.

As compared with the financial position of the Company as at 31 December 2020 (being date of its latest audited financial statements), the Directors consider that there would not be a material adverse impact on the working capital or gearing position of the Company if the Repurchase Mandate was to be exercised 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 or the gearing level (as compared with the position disclosed in its most recent published audited financial statements) of the Company.

1. Connected parties

None of the Directors nor, to the best of the knowledge of the Directors having made all reasonable enquiries, any of their close associates has any present intention to sell Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell Shares to the Company, nor has he/she undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

1. Undertaking by 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 and the applicable laws of the Cayman Islands.

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APPENDIX I	EXPLANATORY STATEMENT
	FOR THE REPURCHASE MANDATE

(g) Takeovers Code

If as a result of a repurchase of Shares, 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 purpose of the Takeovers Code.

As at the Latest Practicable Date, the controlling Shareholders (as defined in the Listing Rules), together with their parties acting in concert (within the meaning of the Takeovers Code) and their respective close associates, were beneficially interested in 225,800,000 Shares representing approximately 55.7% of the issued Shares. In the event that the Directors exercise the Repurchase Mandate in full in accordance with the terms of the ordinary resolution to be proposed at the AGM, the interests of the substantial Shareholders, together with their parties acting in concert and their respective close associates, in the Company would be increased to approximately 61.9% of the issued Shares, which will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in such mandatory offer obligation arising.

The Directors confirm that the Repurchase Mandate will not be exercised to an extent where the amount of Shares held by the public will be reduced to below 25%.

SHARE REPURCHASE MADE BY THE COMPANY

During the six months immediately preceding the Latest Practicable Date, no Shares have been repurchased by the Company.

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APPENDIX I	EXPLANATORY STATEMENT
	FOR THE REPURCHASE MANDATE

SHARE PRICES

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

	Share price
	Highest	Lowest
	HK$	HK$
2020
April	1.08	0.85
May	1.12	0.86
June	1.06	0.78
July	1.07	0.75
August	1.29	0.94
September	1.27	1.05
October	1.23	1.04
November	1.22	1.05
December	1.38	1.21
2021
January	1.40	1.22
February	1.54	1.28
March	1.33	1.12
April (up to the Latest Practicable Date)	1.31	1.21

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

The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles.

Mr. LAI Chun Yu (黎振宇先生), aged 44, is our independent non-executive Director. He is responsible for providing independent advice to our Board.

Mr. Lai has more than 18 years of experience in the area of accounting, auditing and financial management. From July 2000 to December 2003, he worked as an accountant in Ernst & Young. From August 2005 to June 2007, he worked as a financial controller of Qin Jia Yuan Media Services Company Limited (presently known as SMI Culture & Travel Group Holdings Limited), a media services provider listed on the Stock Exchange (stock code: 2366), and was primarily responsible for assisting in the budget preparation, treasury, internal control and investor relation matter of the company. From May 2009 to June 2017, he worked as a company secretary of Amber Energy Limited (presently known as Puxing Energy Limited), a clean energy provider in the PRC listed on the Stock Exchange (stock code: 90), and was responsible for assisting in the listing and corporate governance matters of the company. Since February 2018, he has become the director of MCGI Consultancy Limited, a business consultancy firm in Hong Kong, and has been responsible for the strategic planning, business development and operation of the company.

Mr. Lai obtained a degree of bachelor of business (accountancy) from Queensland University of Technology in August 1999. Mr. Lai has become a Certified Practising Accountant of CPA Australia since November 2002. He was admitted as a certified public accountant of HKICPA in January 2004 and has become a fellow member of HKICPA since 2010.

Mr. Lai has held directorship in the following listed companies in Hong Kong in the last three years:

		Principal business
Period	Name of entity	activities	Position held	Responsibilities
October 2019	Tailam Tech	Manufacture and	Independent	Providing
- Present	Construction	sale of concrete	non-executive	independent
	Holdings	piles and	director	advice to the
	Limited (stock	commercial		board of the
	code: 6193)	concrete in the		company
		PRC
October 2014	Anxian Yuan	Provision of	Independent	Providing
- August 2018	China Holdings	funeral service	non-executive	independent
	Limited (stock	in the PRC	director	advice to the
	code: 922)			board of the
				company

Mr. Lai was appointed as our independent non-executive Director with effect from 16 December 2019. Upon the expiry of his initial term, Mr. Lai has entered into a letter of appointment with the Company to renew his appointment for a term of three years, renewable automatically for successive terms of one year each commencing from the day

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

following the expiry of the then current term of appointment, unless terminated by either the Company or Mr. Lai by giving at least three months' notice in writing at the end of the aforementioned three-year term and any time thereafter. He will be subject to retirement by rotation and re-election at the general meetings of the Company. Mr. Lai's remuneration has been fixed at HKD180,000 per annum.

Save as disclosed above, the Board is not aware of any matter in relation to Mr. Lai that is required to be disclosed pursuant to paragraphs (h) to (w) of Rule 13.51(2) of the Listing Rules or any other matter that needs to be brought to the attention of the holders of securities of the Company in relation to Mr. Lai's re-election.

Mr. YANG Herong (楊和榮先生), aged 57, is our independent non-executive Director. He is responsible for providing independent advice to our Board.

Mr. Yang has more than 20 years of experience in the area of finance, investment and management. The following table sets forth the working experience of Mr. Yang:

		Principal business
Period	Name of entity	activities	Position held	Responsibilities
November 2007	Chisage Holding	Investment	Chairman	Formulating
- Present	Group Co., Ltd			strategies and
	(中哲控股集團			overseeing the
	有限公司)			operation of the
				company
March 2007	Ningbo Chisage	Retail and brand	Chairman	Overseeing the
- Present	Mushang	management		operation of the
	Holding Limited			company
	(寧波中哲慕尚
	控股有限公司)
May 2005	Ningbo Zhonghui	Property	Chairman	Overseeing the
- October 2007	Investment Co.,	development		operation of the
	Ltd. (寧波中匯	and investment		company
	投資有限公司)
December 2001	Ningbo Hehe	Import and export	Chairman	Overseeing the
- April 2005	Import &	trade		operation of the
	Export Co., Ltd.			company
	(寧波合和進出口
	有限公司)

Mr. Yang graduated from Huainan Mining Institute (淮南礦業學院) (presently known as Anhui University of Science & Technology) with a degree of mine construction (礦井建設 專業) in December 1982. He also obtained a master degree of business administration from Nanyang Technological University in May 2010.

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

Since August 2018, Mr. Yang has become a non-executive director of Mulsanne Group Holdings Limited (stock code: 1817), a PRC fashion menswear company listed on the Main Board on 27 May 2019, and is responsible for providing strategic advice on the business development, operations and management of the listed group.

Mr. Yang was appointed as our independent non-executive Director with effect from 16 December 2019. Upon the expiry of his initial term, Mr. Yang has entered into a letter of appointment with the Company to renew his appointment for a term of three years, renewable automatically for successive terms of one year each commencing from the day following the expiry of the then current term of appointment, unless terminated by either the Company or Mr. Yang by giving at least three months' notice in writing at the end of the aforementioned three-year term and any time thereafter. He will be subject to retirement by rotation and re-election at the general meetings of the Company. Mr. Yang's remuneration has been fixed at RMB80,000 per annum.

Save as disclosed above, the Board is not aware of any matter in relation to Mr. Yang that is required to be disclosed pursuant to paragraphs (h) to (w) of Rule 13.51(2) of the Listing Rules or any other matter that needs to be brought to the attention of the holders of securities of the Company in relation to Mr. Yang's re-election.

Mr. ZHOU Kai (周凱先生), aged 48, is our independent non-executive Director. He is responsible for providing independent advice to our Board.

Mr. Zhou has more than 10 years of experience in the area of financial development and regulations. The following table sets forth the working experience of Mr. Zhou:

		Principal business
Period	Name of entity	activities	Position held	Responsibilities
January 2020	DeHeng Law	Law firm	Lawyer	Providing legal
- Present	Offices (Ningbo)			advices to
	(北京德恒（寧波）			clients in the
	律師事務所)			area of
				corporate
				governance and
				financial
				activities
May 2018	Ningbo Zhenhai	Bank	Independent	Responsible for
- Present	Rural		non-executive	governance of
	Commercial		director	the bank
	Bank Limited
	(寧波市鎮海農村
	商業銀行股份
	有限公司)

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APPENDIX II	DETAILS OF RETIRING DIRECTORS WHO ARE
	PROPOSED TO BE RE-ELECTED AT THE AGM
		Principal business
Period	Name of entity	activities	Position held	Responsibilities
April 2018	Zhejiang Jinzong	Law firm	Lawyer	Providing legal
- December 2019	Law Firm (浙江			advices to
	金眾律師事務所)			clients in the
				area of
				corporate
				governance and
				financial
				activities
November 2012	The Financial	Government	Deputy director	Formulating and
- July 2017	Affairs Office of	authority		organising the
	Ningbo			implementation
	Municipal			of the
	Government			development
	(寧波市人民政府			plans of the
	金融工作辦公室)			local capital
				market;
				supervising the
				financial
				activities in the
				district
December 2008	The Financial	Government	Director	Formulating and
- November	Affairs Office of	authority		organising the
2012	Yinzhou,			implementation
	District			of the
	Government,			development
	Ningbo (寧波市			plans of the
	鄞州區人民政府			local financial
	金融工作辦公室)			market;
				supervising the

financial activities in the district

Mr. Zhou graduated from Nanjing University (南京大學) with a degree of bachelor of political science in the school of political science and public administration in July 1994. He also obtained a master degree of public administration from The Australian National University in July 2004. Mr. Zhou was admitted as a lawyer in the PRC in June 2000.

Mr. Zhou was appointed as our independent non-executive Director with effect from 16 December 2019. Upon the expiry of his initial term, Mr. Zhou has entered into a letter of appointment with the Company to renew his appointment for a term of three years, renewable automatically for successive terms of one year each commencing from the day following the expiry of the then current term of appointment, unless previously terminated by either the Company or Mr. Zhou by giving at least three months' notice in writing at the

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

end of the aforementioned three-year term and any time thereafter. He will be subject to retirement by rotation and re-election at the general meetings of the Company. Mr. Zhou's remuneration has been fixed at RMB80,000 per annum.

Save as disclosed above, the Board is not aware of any matter in relation to Mr. Zhou that is required to be disclosed pursuant to paragraphs (h) to (w) of Rule 13.51(2) of the Listing Rules or any other matter that needs to be brought to the attention of the holders of securities of the Company in relation to Mr. Zhou's re-election.

Save as disclosed in this appendix, as at the Latest Practicable Date, and to the best knowledge and belief of the Board, the Directors confirmed that:

1. each of Mr. LAI Chun Yu, Mr. YANG Herong and Mr. ZHOU Kai is not connected with any Director, senior management, substantial Shareholder or controlling Shareholder;
2. each of Mr. LAI Chun Yu, Mr. YANG Herong and Mr. ZHOU Kai has no other interests in the Shares which are required to be disclosed under Part XV of the SFO;
3. each of Mr. LAI Chun Yu, Mr. YANG Herong and Mr. ZHOU Kai did not hold any other directorships in listed public companies in the last three years;
4. there is no information that needs to be disclosed pursuant to any of the requirements as set out in Rule 13.51(2) of the Listing Rules; and
5. the Company is not aware of any other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange in relation to the re-election of Directors.

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NOTICE OF ANNUAL GENERAL MEETING

KWUNG'S HOLDINGS LIMITED

曠 世 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1925)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Kwung's Holdings Limited (the ''Company'') will be held at Room 1703-1704,World-Wide House, No. 19 Des Voeux Road Central, Hong Kong on Friday, 4 June 2021 at 11 : 00 a.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2020 and the reports of the directors (the ''Directors'') and independent auditor of the Company for the year ended 31 December 2020.
2. (A) To re-elect Mr. LAI Chun Yu as an independent non-executive Director.
3. 1. To re-elect Mr. YANG Herong as an independent non-executive Director.
   2. To re-elect Mr. ZHOU Kai as an independent non-executive Director.
   3. To authorise the board of Directors to determine the remuneration of the Directors.
4. To re-appoint the auditor of the Company and to authorise the board of Directors to fix the remuneration of the auditor of the Company.

SPECIAL BUSINESS

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

4. ''THAT:

1. subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph
3. 1. of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; (iii) the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers, employees of the Company and/or any of its subsidiaries or other eligible persons of shares or rights to acquire shares in the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of the cash payment for a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate number of shares of the Company in issue at the date of this Resolution and the said approval shall be limited accordingly; and
4. for the purposes of this resolution:
5. 1. 
      ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
   2. 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 of the Company or any applicable law to be held; and
2. the date on which the authority set out in 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 or other securities of the Company open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People's Republic of China).''

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NOTICE OF ANNUAL GENERAL MEETING

1. ''THAT:
2. 1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase shares of the Company, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;
   2. the aggregate number of shares of the Company which may be purchased pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly; and
   3. for the purposes of this resolution:
      ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and
      3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.''
3. ''THAT conditional upon resolutions (4) and (5) set out above being passed, the aggregate number of shares of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in resolution
   (5) above shall be added to the aggregate number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Resolution (4) above.''

By order of the Board

Kwung's Holdings Limited

JIN Jianxin

Chairman and executive Director

Hong Kong, 30 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Registered office: 89 Nexus Way Camana Bay Grand Cayman KY1-9009 Cayman Islands

Principal place of business in Hong Kong:

Unit 629A, 6/F

Star House

No. 3 Salisbury Road

Tsim Sha Tsui

Kowloon

Hong Kong

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or, if he is holder of more than one share, more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
2. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof).
3. The register of members of the Company will be closed from Tuesday, 1 June 2021 to Friday, 4 June 2021 (both days inclusive), during which period no transfer of shares in the Company will be registered, for the purpose of determining the identity of the shareholders entitled to attend and vote at the AGM. In order to qualify for attending and voting at the AGM to be held on Friday, 4 June 2021, all transfers of shares accompanied by the relevant share certificates and transfer forms, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4 : 30 p.m. on Monday, 31 May 2021.
4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorised.
5. Delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.

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