Perfectech International : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES 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 about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in Perfectech International Holdings Limited, you should at once hand this circular and proxy form enclosed herein to the purchaser or transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

PERFECTECH INTERNATIONAL HOLDINGS LIMITED

威 發 國 際 集 團 有 限 公 司*

(the "Company")

(Incorporated in Bermuda with limited liability)

(Stock Code: 00765)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE COVID-19

AT THE ANNUAL GENERAL MEETING

As set out on page (ii) of this circular, measures will be taken at the AGM to facilitate the prevention and control of the COVID-19 epidemic, including:

. Mandatory temperature checks

. Compulsory wearing of surgical face masks

. No corporate gifts and refreshments

The Company encourages Shareholders, particularly those who are subject to quarantine in relation to COVID-19, to appoint the Chairman of the AGM as their proxy to vote at the AGM as an alternative to attending the AGM in person.

A notice convening the annual general meeting of Perfectech International Holdings Limited to be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Hong Kong on 1 June 2021, Tuesday at 11 : 00 a.m. is set out on pages 15 to 19 of this circular.

Whether or not you are able to attend the annual general meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. 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 adjournment thereof should you so wish.

• For identification purposes only

22 April 2021

CONTENTS

Page

PRECAUTIONARY MEASURES FOR THE COVID-19

AT THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

APPENDIX I - EXPLANATORY STATEMENT ON

REPURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

APPENDIX II - DETAILS OF DIRECTORS STANDING

FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

- i -

PRECAUTIONARY MEASURES FOR THE COVID-19 AT THE ANNUAL GENERAL MEETING

In view of the COVID-19 epidemic, the following precautionary measures will be implemented at the AGM to ensure the health and safety of attending Shareholders, staff and other stakeholders:

1. Mandatory temperature check will be carried out for every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry to the AGM venue and may not be allowed to attend the AGM.
2. Attendees are required to wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats.
3. No refreshments will be served, and there will be no corporate gifts to avoid the coming into close contact amongst participants.

In the interest of all stakeholders' health and safety and consistent with the guidelines for the prevention and control of COVID-19, the Company reminds all Shareholders that attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by completing proxy forms with voting instructions, 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. If Shareholders choosing not to attend the AGM in person have any questions about the relevant resolutions, or about the Company or any other matters for communication with the Board, they can contact the Company by email to [e-mail].

- ii -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at 24/F,
	Admiralty Centre 1, 18 Harcourt Road, Hong Kong on 1 June
	2021, Tuesday, at 11 : 00 a.m. for the purpose of considering and,
	if thought fit, approving the resolutions proposed in the AGM
	Notice
''AGM Notice''	the notice dated 22 April 2021 for convening the AGM and
	included in this circular
''Board''	the board of Directors (including non-executive Directors and
	independent non-executive Directors)
''Business Day''	a day on which banks in Hong Kong are open to conduct
	business generally throughout their normal business hours and
	the Stock Exchange is open for trading, excluding a Saturday,
	Sunday, public holidays and days on which a tropical cyclone
	warning no. 8 or above or a black rainstorm warning signal is
	issued in Hong Kong at any time between 09 : 00 and 17 : 00 on
	weekdays
''Bye-laws''	the bye-laws of the Company as amended from time to time
''Close Associate(s)''	has the meaning ascribed to it under the Listing Rules
''Company''	Perfectech International Holdings Limited (威發國際集團有限公
	司), a company incorporated in Bermuda with limited liability,
	the Shares of which are listed on the main board of the Stock
	Exchange (Stock Code: 00765)
''Core Connected	has the meaning ascribed to it under the Listing Rules
Person(s)''
''Director(s)''	the director(s) of the Company
''General Mandate''	a general mandate to the Directors to allot and issue Shares not
	exceeding 20% of the total number of issued shares of the
	Company as at the date of approval of the mandate (subject to
	adjustment in case of any Share consolidation or subdivision
	after the mandate has been approved, provided that the
	maximum number of securities that may be issued as a
	percentage of the total number of issued Shares at the date
	immediately before and after such consolidation or subdivision
	shall be the same)

- 1 -

DEFINITIONS

''General Extension	a general mandate to the Directors to add to the General
Mandate''	Mandate any Shares representing the number of Shares
	repurchased under the Repurchase Mandate
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Latest Practicable	12 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for the purpose of ascertaining certain
	information contained in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended from time to time
''PRC''	the People's Republic of China excluding Hong Kong, the
	Macau Special Administrative Region of the PRC and Taiwan
	for the purposes of this circular
''Repurchase Mandate''	a general mandate to the Directors to repurchase Shares not
	exceeding 10% of the total number of the issued shares of the
	Company as at the date of approval of the mandate (subject to
	adjustment in case of any Share consolidation or subdivision
	after the mandate has been approved, provided that the
	maximum number of securities that may be repurchased as a
	percentage of the total number of issued Shares at the date
	immediately before and after such consolidation or subdivision
	shall be the same)
''SFO''	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong
''Share(s)''	ordinary share(s) of HK$0.10 each in the capital of the Company
''Shareholder(s)''	holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''subsidiary/	any entity which falls within the meaning of the term
subsidiaries''	''subsidiary'' as defined in the Listing Rules and the term
	''subsidiaries'' shall be construed accordingly

- 2 -

DEFINITIONS

''Takeovers Code''	The Code on Takeovers and Mergers published by the Securities
	and Futures Commission of Hong Kong
''%''	per cent.

- 3 -

LETTER FROM THE BOARD

PERFECTECH INTERNATIONAL HOLDINGS LIMITED

威 發 國 際 集 團 有 限 公 司*

(the "Company")

(Incorporated in Bermuda with limited liability)

(Stock Code: 00765)

Executive Directors:	Registered office:
Mr. Li Shaohua (Chief Executive Officer)	Victoria Place, 5th Floor
Mr. Poon Wai Yip, Albert	31 Victoria Street
	Hamilton HM10
Independent Non-Executive Directors:	Bermuda
Mr. Lau Shu Yan
Mr. Xie Xiaohong	Principal Place of Business in Hong Kong:
Mr. Geng Jianhua	15/F, Sun Hing Industrial Building
	46 Wong Chuk Hang Road
	Aberdeen, Hong Kong
	22 April 2021
To the Shareholders,
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the following proposals to be put forward at the AGM for the Shareholder's consideration and, if thought fit, approval of:

• 1. the granting to the Directors of the General Mandate;
  2. the granting to the Directors of the Repurchase Mandate;
  3. the granting to the Directors of the General Extension Mandate; and
  4. the re-election of Directors.
• For identification purposes only

- 4 -

LETTER FROM THE BOARD

2. VARIOUS MANDATES

On 15 June 2020, resolutions for the General Mandate, Repurchase Mandate and the General Extension Mandate were passed by the Shareholders and all the aforesaid mandates will lapse at the conclusion of the forthcoming AGM.

(a) General Mandate

An ordinary resolution will be proposed at the AGM to approve the granting of the General Mandate. The new General Mandate, if granted, will allow the Directors to issue and allot further Shares prevailing up to 20% of the number of issued shares of the Company as at the date of passing the relevant resolution (subject to adjustment in case of any Share consolidation or subdivision after such mandate has been approved, provided that the maximum number of Shares that may be issued and allotted as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same).

As at the Latest Practicable Date, the number of issued shares of the Company was 326,923,607 fully paid-up Shares. Subject to the passing of the resolution granting the General Mandate and on the basis that no further Shares will be allotted and issued or repurchased from the Latest Practicable Date and up to the date of the AGM, exercise in full of the General Mandate could result in up to new issue of 65,384,721 Shares. There is no present intention for any issuance of Shares pursuant to the General Mandate.

(b) Repurchase Mandate

An ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate. The new Repurchase Mandate, if granted, will allow the Directors to exercise all the powers of the Company to repurchase its own Shares on market through the Stock Exchange or on another recognised stock exchange not exceeding 10% of the number of issued shares of the Company as at the date of passing the relevant resolution (subject to adjustment in case of any Share consolidation or subdivision after such mandate has been approved, provided that the maximum number of Shares that may be repurchased as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same).

Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that there were 326,923,607 fully paid-up Shares as at the Latest Practicable Date and no Shares will be issued or repurchased by the Company from the Latest Practicable Date to the date of AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 32,692,360 Shares. There is no present intention for any repurchase of Shares on market through the Stock Exchange or on another recognised stock exchange pursuant to the Repurchase Mandate.

- 5 -

LETTER FROM THE BOARD

An explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to be sent to the Shareholders in relation to the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary for Shareholders to make an informed decision on whether to approve the relevant resolution at the AGM.

1. General Extension Mandate

It is recommended that the General Extension Mandate be granted to the Directors permitting them, after the grant of the Repurchase Mandate referred to above, to add to the General Mandate any Shares repurchased pursuant to the Repurchase Mandate.

The authority conferred on the Directors by the General Mandate, the Repurchase Mandate and the General Extension Mandate would continue to be in force until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held; and (iii) its revocation or variation by ordinary resolution of the Shareholders in a general meeting.

3. RE-ELECTION OF DIRECTORS

Pursuant to Bye-law 99 of the Company and the Corporate Governance Code of the Company, every Director including those Directors appointed for a specific term, shall be subject to retirement by rotation at the annual general meeting at least once every three years. The retiring Director(s) shall be eligible for re-election.

Reference is made to the announcement of the Company dated 8 October 2020 in relation to, among others, appointment of Mr. Geng Jianhua as an independent non-executive Director with effect from 8 October 2020. In accordance with Bye-law 102(B) of the Company, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the shareholders in general meeting. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at the meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting in accordance with Bye-law 99. Therefore, Mr. Geng Jianhua shall hold office until the AGM and shall be eligible for re-election by Shareholders at the AGM.

- 6 -

LETTER FROM THE BOARD

Accordingly, the following Directors shall hold office only until the AGM and shall be eligible for re-election at the AGM. All remaining Directors will continue to be in office.

Name	Position
Mr. Poon Wai Yip, Albert	Executive Director
Mr. Geng Jianhua	Independent Non-Executive Director

Mr. Poon Wai Yip, Albert entered into a service agreement with the Company, pursuant to which there is no specific term for his appointment as an executive Director. If re-elected at the AGM, Mr. Poon Wai Yip, Albert will be subject to retirement by rotation, re-election, removal, vacation and termination of their offices as Directors as set out in the Bye-laws or the disqualification to act as a Director under the Bye-laws, the laws of Bermuda and the Listing Rules.

Based on the Board resolution passed on 30 March 2021, if re-elected at the AGM, Mr. Geng Jianhua will hold office until the conclusion of the annual general meeting of the Company in 2024, subject to retirement by rotation, re-election, removal, vacation, termination of his office as Director as set out in the Bye-laws or the disqualification to act as a Director under the Bye-laws, the laws of Bermuda and the Listing Rules.

The particulars of the aforesaid Directors required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

Recommendation of the Nomination Committee on re-election of independent non-executive Directors

The nomination of Mr. Geng Jianhua was made in accordance with the nomination policy of the Company having considered the background, skills and experience of Mr. Geng Jianhua.

In view of Mr. Geng Jianhua's knowledge and experience as mentioned in his biography contained in Appendix II of this circular, the Board considered that he would bring valuable perspectives, knowledge, skills and experience to the Board and would also contribute to the diversity of the Board. Hence, the Board recommended the re-election of Mr. Geng Jianhua as an independent non-executive Director.

Moreover, Mr. Geng Jianhua has confirmed in writing to the Company of his independence pursuant to Rule 3.13 of the Listing Rules. To the best knowledge of the Directors, as at the Latest Practicable Date, the Company was not aware of any matters or events that might occur and affect the independence of Mr. Geng Jianhua, and the Board considered him to be independent.

- 7 -

LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 15 to 19 of this circular and a form of proxy for use at the AGM is herein enclosed.

Whether or not you are able to attend the AGM, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the AGM or any adjournment thereof should you so desire.

5. CLOSURE OF REGISTER OF MEMBERS

The Hong Kong register of members of the Company will be closed from 25 May 2021, Tuesday, to 1 June 2021, Tuesday (both dates inclusive), for the purposes of determining the entitlements of the Shareholders to attend and vote at the AGM. No transfer of the Shares may be registered on those dates. In order to qualify to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, by no later than 4 : 30 p.m. on 24 May 2021, Monday.

6. VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the voting on all resolutions at the AGM will be conducted by way of poll.

7. RECOMMENDATION

The Board believes that the resolutions in relation to the granting to the Directors of the General Mandate, Repurchase Mandate and General Extension Mandate and the re-election of Directors are in the best interests of the Company and the Shareholders as a whole. The Board recommends that the Shareholders vote in favour of all resolutions to be proposed at the AGM.

- 8 -

LETTER FROM THE BOARD

8. RESPONSIBILITY OF THE DIRECTORS

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.

Yours faithfully,

By order of the Board

Perfectech International Holdings Limited

Li Shaohua

Executive Director

- 9 -

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolutions to be proposed at the AGM in relation to the new Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the number of issued shares of the Company was 326,923,607 fully paid-up Shares.

Subject to the passing of the resolution granting the new Repurchase Mandate and on the basis that no further Shares will be allotted and issued or repurchased from the Latest Practicable Date to the date of the AGM, the Directors would be allowed under the Repurchase Mandate to repurchase up to 32,692,360 Shares, representing 10% of the number of issued shares of the Company as at the Latest Practicable Date, during the period from the date of resolution granting the Repurchase Mandate until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held; and (iii) its revocation or variation by ordinary resolution of the Shareholders in a general meeting.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders as a whole to have a general authority from Shareholders to enable the Directors to repurchase Shares in 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 if the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may apply funds legally available for such purpose from distributable profit or funds from a new issue in accordance with its Memorandum of Association and Bye-laws and the laws of Bermuda.

Bermuda 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 out of the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company which would otherwise be available for dividend or distribution or out of the share premium of the Company.

On the basis of the combined net tangible assets of the Group as at 31 December 2020, and taking into account the current working capital position of the Group, the Directors consider that there would be no material adverse effect on the working capital and gearing position of the Group in the event that the Repurchase Mandate was to be exercised in full

- 10 -

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

at any time during the proposed purchase 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 requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. EFFECT UNDER THE TAKEOVERS CODE AND ON MINIMUM PUBLIC HOLDING

If, as a result of a Share repurchase, 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 Rule 32 of the Takeovers Code. In certain circumstances, a Shareholder or a group of Shareholders acting in concert (depending on the level of increase of the Shareholders' interest) could as a result of increase of its or their interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

Assuming that no further Shares will be allotted and issued or repurchased from the Latest Practicable Date to the date of the AGM, on exercise in full of the Repurchase Mandate, the number of issued Shares will decrease from 326,923,607 to 294,231,247.

As at the Latest Practicable Date, each of Mr. Gao Xiaorui (through Fresh Choice Holdings Limited) and Mr. Zhai Jun (through Star Fly Limited) held 119,297,041 and 125,297,040 Shares respectively representing approximately 36.49% and 38.33% of the number of issued Shares of the Company respectively. The decrease of issued Shares resulted from the full exercise of the Repurchase Mandate will cause the percentage shareholding of each of Fresh Choice Holdings Limited (and thus Mr. Gao Xiaorui) and Star Fly Limited (and thus Mr. Zhai Jun) to increase to approximately 40.55% and 42.58% respectively. Such increase will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

Save as disclosed above, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate. The Board currently has no intention to exercise the Repurchase Mandate to the extent which will trigger a mandatory offer under Rule 26 of the Takeovers Code.

The Company has no intention to exercise the Repurchase Mandate to the effect that it will result in the public float to fall below 25% or such other minimum percentage prescribed by the Listing Rules from time to time.

- 11 -

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

5. SHARE PRICE

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

	Share Price
	Highest	Lowest
	(HK$)	(HK$)
2020
April	0.760	0.610
May	0.630	0.540
June	0.570	0.420
July	0.530	0.455
August	0.475	0.405
September	0.425	0.400
October	0.400	0.400
November	0.400	0.355
December	0.355	0.355
2021
January	0.390	0.355
February	0.490	0.390
March	3.800	0.530
April (up to the Latest Practicable Date)	2.120	1.650

6. REPURCHASE OF SHARES

The Company had not purchased any shares in the six months preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.

7. GENERAL

None of the Directors, and to the best of their knowledge having made all reasonable enquiries, nor any Close Associates of any Director, have any present intention in the event that the Repurchase Mandate is approved by the Shareholders to sell any Shares to the Company.

No Core Connected Person has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by Shareholders.

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

- 12 -

APPENDIX II	DETAILS OF DIRECTORS STANDING
	FOR RE-ELECTION

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

1. MR. POON WAI YIP, ALBERT

Mr. Poon Wai Yip, Albert (''Mr. Poon''), aged 37, became an executive director of the Company on 6 December 2011. He graduated from the University of Nottingham, United Kingdom with a bachelor's degree of Engineering in Civil Engineering and a master of science degree in Management from the Imperial College of Science, Technology and Medicine in the United Kingdom. Mr. Poon has over ten years' experience in corporate finance and is responsible for the investment activities and corporate finance function of the Group. Prior to joining the Group in 2011, he worked for the corporate finance division of a licensed corporation registered under the SFO in Hong Kong and has been involved in several corporate finance transactions including mergers and acquisitions, corporate reorganisation, takeover matters and a variety of fund raising exercises. Also, Mr. Poon is an executive director of certain subsidiaries of the Company.

Mr. Poon has entered into a service contract with the Company which shall continue to be effective unless terminated by one month's notice in writing served by either party on the other or payment in lieu. Pursuant to the service contract, Mr. Poon is entitled to a salary of HK$300,000 per month plus discretionary bonus, which is determined by the Board based on the remuneration policy of the Company, with reference to his duties and responsibilities with the Group.

2. MR. GENG JIANHUA

Mr. Geng Jianhua (''Mr. Geng''), aged 55, become an independent non-executive director of the Company on 8 October 2020. He is the chairman of the remuneration committee and a member of the audit committee and nomination committee of the Company. He is currently a professor and a doctoral advisor at Tongji University, with expertise in petroleum geophysical exploration, reservoir geophysics and rock physics. Mr. Geng currently serves as the chairman of the Shanghai Geophysical Society and a council member of the Chinese Geophysical Society. Mr. Geng is also a member of the Chinese Petroleum Society, Chinese Geophysical Society, European Association of Geoscientists and Engineers, Society of Exploration Geophysicists and American Geophysical Union.

Mr. Geng has entered into a letter of appointment with the Company for a term of three years which has commenced from 8 October 2020. Pursuant to the letter of appointment, Mr. Geng is entitled to a director's fee of HK$15,000 per month, which is determined with reference to his background, qualifications, experience and level of responsibilities to be undertaken with the Company and the prevailing market conditions. The remuneration of Mr. Geng is subject to review by the Board based on the recommendations by the remuneration committee of the Company.

- 13 -

APPENDIX II	DETAILS OF DIRECTORS STANDING
	FOR RE-ELECTION

DIRECTORS' EMOLUMENTS

The amounts of emoluments received by the above Directors, to be re-elected at the upcoming AGM, for the year ended 31 December 2020 is set out in the table below:

		Salaries,
		allowances,
		bonuses and	Employee	Pension
		benefits in	share option	scheme	Total
Directors	Fees	kind	benefits	contributions	remuneration
	(HK$'000)	(HK$'000)	(HK$'000)	(HK$'000)	(HK$'000)
Mr. Poon Wai Yip, Albert	-	3,870	-	18	3,888
Mr. Geng Jianhua	42	-	-	-	42

The emoluments received in 2020 and to be received in 2021 by the above Director to be re-elected at the AGM were/will be determined by the Remuneration Committee of the Company or the Board (as the case may be) based on the adopted remuneration policy reviewed by the Remuneration Committee of the Company, with reference to the Director's background and qualifications, skills and experience, responsibilities undertaken, contribution to the Group, time commitment and the prevailing market level of remuneration of similar position.

OTHER INFORMATION

If re-elected at the AGM, each of Mr. Poon Wai Yip, Albert and Mr. Geng Jianhua will hold office until the conclusion of annual general meeting of the Company of 2024. Further, if re-elected at the AGM, all the aforesaid Directors, subject to the terms agreed otherwise which expire earlier (if any), will be subject to the rotation, removal, vacation or termination of such offices as set out in the Bye-laws or the disqualification to act as a Director under the Bye-laws, the laws of Bermuda and the Listing Rules. Save as disclosed herein, the above Directors did not in the past three years up to the Latest Practicable Date hold any directorship in any listed public company in Hong Kong or overseas, did not as at the Latest Practicable Date hold any position with any member of the Group, and did not have other major appointments and professional qualifications, any interests in the Shares within the meaning of Part XV of the SFO and any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company, and there is no information which is discloseable or are/were the above Directors to be re-elected involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(w) of the Listing Rules, and the Board is not aware of any other matters which need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

PERFECTECH INTERNATIONAL HOLDINGS LIMITED

威 發 國 際 集 團 有 限 公 司*

(the "Company")

(Incorporated in Bermuda with limited liability)

(Stock Code: 00765)

NOTICE IS HEREBY GIVEN that the annual general meeting of the Company (the ''AGM'') will be held at 11 : 00 a.m. on 1 June 2021, Tuesday at 24/F, Admiralty Centre 1, 18 Harcourt Road, Hong Kong for the purpose of transacting the following business:

ORDINARY BUSINESS

1. To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (''Directors'') and the independent auditors of the Company (''Auditors'') for the year ended 31 December 2020.
2. To re-appoint Messrs. HLM CPA Limited as the Auditors and authorise the board of Directors to fix their remuneration.
3. To re-elect Mr. Poon Wai Yip, Albert as an executive Director.
4. To re-elect Mr. Geng Jianhua as an independent non-executive Director.
5. To authorise the board of Directors to fix the Directors' remuneration.
   SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions (with or without modification) as ordinary resolutions:

• 6. ''THAT

  1. a general mandate be and is hereby unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with unissued shares in the Company (''Shares'') or securities convertible into Shares or options, warrants or similar rights to subscribe for any Shares or such convertible securities and to make or grant offers, agreements or options which would or might require the exercise of such powers either during or after the Relevant Period, in addition to any Shares which may be issued from time to time (a) on a Rights Issue (as hereinafter defined) or (b) upon the exercise of any options under
• For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

any option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares or (c) upon the exercise of rights of subscription or conversion attaching to any warrants or convertible bonds issued by the Company or any securities which are convertible into Shares the issue of which warrants and other securities has previously been approved by shareholders of the Company or (d) as any scrip dividend or similar arrangements pursuant to the bye-laws of the Company, not exceeding twenty per cent of the number of issued shares of the Company as at the date of this resolution (subject to adjustment in case of any Share consolidation or subdivision after the mandate has been approved, provided that the maximum number of securities that may be issued and allotted as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same); and

1. for the purpose of this resolution, ''Relevant Period'' means the period from 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 law or the bye-laws of the Company to be held; and
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting;

and ''Rights Issue'' means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members of the Company 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 fractions entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or of the requirements of any recognized regulatory body or any stock exchange applicable to the Company).''

7. ''THAT there be granted to the Directors an unconditional general mandate to repurchase Shares on market through The Stock Exchange of Hong Kong Limited or on another recognised stock exchange and that the exercise by the Directors of all powers of the Company to purchase Shares subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved, subject to the following conditions:

1. such mandate shall not extend beyond the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

1. such mandate shall authorize the Directors to procure the Company to repurchase Shares on market through The Stock Exchange of Hong Kong Limited or on another recognised stock exchange at such price as the Directors may at their discretion determine;
2. the Shares to be repurchased by the Company pursuant to this resolution during the Relevant Period shall be no more than ten per cent of the Shares in issue at the date of passing this resolution (subject to adjustment in case of any Share consolidation or subdivision after the mandate has been approved, provided that the maximum number of securities that may be repurchased as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same); and
3. for the purpose 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 law or the bye-laws of the Company to be held; and
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.''

8. ''THAT, subject to the availability of unissued share capital and conditional upon the resolutions nos. 6 and 7 above being passed, the number of Shares which are repurchased by the Company pursuant to and in accordance with resolution no. 7 above shall be added to the number of Shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with resolution no. 6 above.''

By order of the Board

Li Shaohua

Executive Director

Hong Kong, 22 April 2021

Notes:

1. A member of the Company who is a holder of two or more Shares, and who is entitled to attend and vote at the AGM is entitled to appoint more than one proxy or a duly authorized corporate representative to attend and vote in his stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the AGM and any adjournment thereof should he so wish. In such event, his form of proxy will be deemed to have been revoked.

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NOTICE OF ANNUAL GENERAL MEETING

1. A form of proxy for the AGM is enclosed with the Company's circular dated 22 April 2021. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with a valid power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
2. The Hong Kong branch register of members of the Company will be closed from 25 May 2021, Tuesday to 1 June 2021, Tuesday (both dates inclusive), for the purposes of determining the entitlements of the members of the Company to attend and vote at the AGM. No transfers of Shares may be registered during the said period. In order to qualify for the aforesaid entitlements, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4 : 30 p.m. on 24 May 2021, Monday.
3. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders, stand on the register in respect of the relevant joint holding.
4. With regard to resolution no. 6 above, the Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the general mandate to be granted under resolution no. 6 above.
5. In view of the COVID-19 epidemic, the following precautionary measures will be implemented at the AGM to ensure the health and safety of attending Shareholders, staff and other stakeholders:
6. 1. Mandatory temperature check will be carried out for every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry to the AGM venue and may not be allowed to attend the AGM.
   2. Attendees are required to wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats.
   3. No refreshments will be served, and there will be no corporate gifts to avoid the coming into close contact amongst participants.

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NOTICE OF ANNUAL GENERAL MEETING

In the interest of all stakeholders' health and safety and consistent with the guidelines for the prevention and control of COVID-19, the Company encourages Shareholders, particularly those who are subject to quarantine in relation to COVID-19, to appoint the Chairman of the AGM as their proxy to vote at the AGM as an alternative to attending the AGM in person.

As at the date of this notice, the board of Directors comprises Mr. Li Shaohua and Mr. Poon Wai Yip, Albert as executive Directors and Mr. Xie Xiaohong, Mr. Lau Shu Yan and Mr. Geng Jianhua as independent non-executive Directors.

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