(1) Proposals for general mandates to issue ordinary shares and to buy back ordinary shares; (2) capital reduction involving cancellation of convertible preference shares; (3) re-election of retiring directors; (4) closure of register of members; and (5) 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, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Gemini Investments (Holdings) Limited, you should at once hand this circular together with the accompanying form of proxy 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 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

Gemini Investments (Holdings) Limited

盛 洋 投 資（ 控 股 ）有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 174)

(1) PROPOSALS FOR

GENERAL MANDATES TO ISSUE ORDINARY SHARES AND TO BUY BACK

ORDINARY SHARES;

1. CAPITAL REDUCTION INVOLVING CANCELLATION OF CONVERTIBLE PREFERENCE SHARES;
2. 1. RE-ELECTIONOF RETIRING DIRECTORS;
   2. CLOSURE OF REGISTER OF MEMBERS;

AND

(5) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Gemini Investments (Holdings) Limited to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Hong Kong on Wednesday, 29 April 2020 at 10:30 a.m. is set out on pages 20 to 25 of this circular. A form of proxy for use at the annual general meeting is also enclosed with this circular.

Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the 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 meeting (or any adjournment thereof) if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

18 March 2020

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DEFINITIONS

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

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LETTER FROM THE BOARD

Gemini Investments (Holdings) Limited

盛 洋 投 資（ 控 股 ）有 限 公 司

(Incorporated in Hong Kong with limited liability)

(1) PROPOSALS FOR

GENERAL MANDATES TO ISSUE ORDINARY SHARES AND TO BUY BACK

ORDINARY SHARES;

1. CAPITAL REDUCTION INVOLVING CANCELLATION OF CONVERTIBLE PREFERENCE SHARES;
2. 1. RE-ELECTIONOF RETIRING DIRECTORS;

1. CLOSURE OF REGISTER OF MEMBERS; AND
2. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

On 15 April 2019, ordinary resolutions were passed to grant to the Directors a general mandate to issue new Ordinary Shares and a buy-back mandate to buy back Ordinary Shares respectively and to extend the limit of such general mandate by adding to it the number of Ordinary Shares which

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LETTER FROM THE BOARD

might have been bought back under such buyback mandate. These general mandate to issue new Ordinary Shares and buy-back mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate (and the extension thereof) and the buy-back mandate at the AGM.

In addition, the Company announced on 28 February 2020 that Grand Beauty executed a third deed of cancellation in favour of the Company on 28 February 2020, pursuant to which Grand Beauty agreed to the implementation of the Proposed Capital Reduction involving the cancellation of 31,666,667 Convertible Preference Shares held by Grand Beauty (representing approximately 4.03% of all the Convertible Preference Shares in issue as at the date of such announcement).

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM. These include (i) ordinary resolutions relating to the granting to the Directors of the Issue Mandate (and the extension thereof) and the Buy-back Mandate; (ii) a special resolution relating to the Proposed Capital Reduction; and (iii) ordinary resolutions relating to the re-election of the retiring Directors.

GENERAL MANDATE TO ISSUE ORDINARY SHARES

At the AGM, an ordinary resolution will be proposed that the Directors be granted the Issue Mandate to allot, issue, and otherwise deal with new Ordinary Shares up to a maximum of 20% of the aggregate number of issued Ordinary Shares as at the date of passing of the relevant resolution. As at the Latest Practicable Date, the total number of Ordinary Shares in issue was 451,390,000. Subject to the passing of the relevant resolution, the maximum number of new Ordinary Shares which may be issued under the Issue Mandate will be 90,278,000 Ordinary Shares (assuming that there will be no change in the number of Ordinary Shares in issue as at the Latest Practicable Date up to the date of the AGM and that there is no subdivision or consolidation of the Ordinary Shares which may be undertaken during the effective period of the Issue Mandate).

In addition, an ordinary resolution will be proposed at the AGM to extend the limit of the Issue Mandate by adding to it the number of Ordinary Shares bought back under the Buy-back Mandate.

GENERAL MANDATE TO BUY BACK ORDINARY SHARES

An ordinary resolution will be proposed at the AGM to grant the Buy-back Mandate to the Directors.

The Buy-back Mandate and the Issue Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting; or the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles or any applicable laws of Hong Kong; or until revoked or varied by an ordinary resolution of the Shareholders in a general meeting held prior to the next annual general meeting of the Company, whichever is the earliest.

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LETTER FROM THE BOARD

PROPOSED CAPITAL REDUCTION

Reference is made to the announcements of the Company dated 1 June 2017, 10 August 2017, 28 January 2018 and 3 May 2018 respectively in relation to the reduction of capital of the Company involving the cancellation of a total of 514,000,000 Convertible Preference Shares held by Grand Beauty and the announcement of the Company dated 28 February 2020 in relation to the Proposed Capital Reduction.

A special resolution will be proposed at the AGM to approve, among others, the Proposed Capital Reduction involving the cancellation of 31,666,667 Convertible Preference Shares held by Grand Beauty (representing approximately 4.03% of all the Convertible Preference Shares in issue as at the Latest Practicable Date) and related matters.

EXPLANATORY STATEMENTS

Explanatory statements, as required by the Listing Rules to be sent to the Shareholders in connection with (i) the Buy-back Mandate and also constituting the memorandum required under section 239(2) of the Companies Ordinance and (ii) the Proposed Capital Reduction, are set out in Appendix I and II to this circular respectively. The explanatory statements contain the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution approving the Buy-back Mandate and the Proposed Capital Reduction at the AGM.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 116 of the Articles, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation such 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 in every year shall be those who have been longest in office since their last election. The retiring Directors shall be eligible for re-election. Pursuant to the above Article 116, Mr. SUM Pui Ying (as executive Director), Mr. LI Hongbo and TANG Runjiang (both as non-executive Directors), being the Directors who have been longest in office since their last election, will retire from office on the Board by rotation at the AGM, and, being eligible, offer themselves for re-election.

In February 2020, the nomination committee of the Company (the "Nomination Committee"), after having reviewed the profile and performance of the retiring Directors who have offered themselves for re-appointment at the AGM to consider their suitability in light of the structure, size and composition of the Board, nominated Mr. SUM Pui Ying, Mr. LI Hongbo and TANG Runjiang to the Board for it to recommend to Shareholders for re-election as Directors at the AGM. Mr. SUM Pui Ying who is a member and present at the meeting of the Nomination Committee, abstained from voting at the meeting of the Nomination Committee when his nomination was being considered. The Board accepted the nomination by the Nomination Committee and recommended Mr. SUM Pui Ying, Mr. LI Hongbo and TANG Runjiang to stand for re-election by the Shareholders at the AGM.

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LETTER FROM THE BOARD

The nominations were made in accordance with the nomination policy of the Company and the objective criteria (including without limitation, character and integrity, professional qualifications, skills, knowledge and experience, and potential time commitment for the board and/or committee responsibilities), with due regard for the benefits of diversity as set out under the board diversity policy of the Company. The Nomination Committee had also taken into account the respective contributions of Mr. SUM Pui Ying, Mr. LI Hongbo and Mr. TANG Runjiang to the Board and their commitment to their roles.

Ordinary resolutions will be proposed at the AGM to re-elect the aforesaid Directors. Biographical details of the aforesaid Directors, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix III to this circular.

ANNUAL GENERAL MEETING

The notice convening the AGM is set out on pages 20 to 25 of this circular. A form of proxy for use at the AGM is also enclosed with this circular and published on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (www.geminiinvestments.com.hk).

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. 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 form of proxy shall be deemed to be revoked.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of 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. The chairman of the AGM will therefore demand a poll for every resolution as set out in the notice of the AGM to be put to vote at the AGM in accordance with the Articles. The poll results will be published on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (www.geminiinvestments.com.hk).

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, 24 April 2020 to Wednesday, 29 April 2020, both days inclusive, during which period no transfer of Ordinary Shares will be registered. The record date will be Wednesday, 29 April 2020. In order to determine the identity of Shareholders who are entitled to attend and vote at the AGM, all Ordinary Share transfers accompanied by the relevant Ordinary Share certificates must be lodged with the Company's share registrar, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 23 April 2020.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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 aspects and not misleading or deceptive, and there are no other matters, the omission of which would make any statement in this circular misleading.

RECOMMENDATION

The Board considers that the granting of the Issue Mandate (and the extension thereof), the Buy-back Mandate, the Proposed Capital Reduction and the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of the AGM.

Yours faithfully,

For and on behalf of the Board

Gemini Investments (Holdings) Limited

LAI Kwok Hung, Alex

Executive Director

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APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

This Appendix serves as an explanatory statement as required by the Listing Rules and also constitutes the memorandum required under section 239(2) of the Companies Ordinance to provide certain information to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Ordinary Shares in issue was 451,390,000.

Subject to the passing of the ordinary resolution granting the Buy-back Mandate and on the basis that no further Ordinary Shares are issued or bought back before the AGM, the Company will be allowed to buy back a maximum of 45,139,000 Ordinary Shares, being 10% of the number of issued Ordinary Shares as at the date of passing of the relevant resolution for granting the Buy-back Mandate.

The Buy-back Mandate will continue to be in force until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles or any applicable laws of Hong Kong; or (iii) the revocation or variation of the authority given under the mandate by an ordinary resolution of Shareholders in general meeting, whichever is the earliest.

2. REASONS FOR BUY-BACKS

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

3. FUNDING OF BUY-BACKS

Buy-backs made pursuant to the Buy-back Mandate would be funded entirely from the Company's available cash flow or working capital facilities derived from distributable profits of the Company which would otherwise be available for dividend or other distributions which will be funds legally available for the purpose in accordance with the Articles and the Companies Ordinance.

4. IMPACT OF BUY-BACKS

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the published consolidated financial statements of the Company for the year ended 31 December 2019) in the event that the Buy-back Mandate were to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels which, in the opinion of the Board, are from time to time appropriate for the Company.

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APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

5. SHARE PRICES

The following table shows the highest and lowest prices at which the Ordinary Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date:

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), has any present intention to sell any Ordinary Shares to the Company, if the Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong, and in accordance with the regulations set out in the Articles. As at the Latest Practicable Date, the Company has not been notified by any core connected person (as defined in the Listing Rules) that such a person has a present intention to sell, or has undertaken not to sell, any Ordinary Shares to the Company, if the Buy-back Mandate is approved by the Shareholders.

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APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

7. TAKEOVERS CODES

Pursuant to Rule 32 of the Takeovers Codes, if as a result of buy-back(s) of Ordinary Shares by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Codes. Accordingly, if a Shareholder, or a group of Shareholders acting in concert could, depending on the level of increase of the Shareholder's interest, obtain or consolidate control of the Company following such buy-back(s) made by the Company, such Shareholder or group of Shareholders would become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.

In the event that the Directors exercise the Buy-back Mandate in full, the total number of Ordinary Shares which will be bought back pursuant to the Buy-back Mandate shall be 45,139,000 Ordinary Shares (being 10% of the number of issued Ordinary Shares as at the Latest Practicable Date). As at the Latest Practicable Date, as far as the Directors are aware, Grand Beauty Management Limited, Sino-Ocean Land (Hong Kong) Limited, Faith Ocean International Limited, Shine Wind Development Limited and Sino-Ocean (together the "Concert Group"), who are presumed to be acting in concert under the Takeovers Codes, were interested in an aggregate of 312,504,625 Ordinary Shares, representing approximately 69.23% of the issued Ordinary Shares carrying voting rights. The percentage of shareholding of the Concert Group will increase to approximately 76.92% of the issued Ordinary Shares immediately following the full exercise of the Buy-back Mandate. The Directors are not aware of any consequences which would arise under the Takeovers Codes as a result of the exercise of the Buy-back Mandate. Nevertheless, the Directors do not intend to exercise the Buy-back Mandate to such extent as would, in the circumstances, trigger any potential consequences under Rule 26 of the Takeovers Codes. In any event, the Buy-back Mandate will be exercised only if the number of Ordinary Shares held by the public would not fall below 25% following such exercise.

8. ORDINARY SHARE BUY-BACK MADE BY THE COMPANY

The Company has not bought back any of its Ordinary Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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This Appendix serves as an explanatory statement as required by the Listing Rules to provide certain information to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Proposed Capital Reduction.

1. CONVERTIBLE PREFERENCE SHARES IN ISSUE

Reference is made to the announcements of the Company dated 1 June 2017, 10 August 2017, 28 January 2018 and 3 May 2018 respectively in relation to the reduction of capital of the Company involving the cancellation of a total of 514,000,000 Convertible Preference Shares held by Grand Beauty and the announcement of the Company dated 28 February 2020 in relation to the Proposed Capital Reduction.

As at the Latest Practicable Date, the Company has 786,000,000 Convertible Preference Shares in issue, which were part of the 1,300,000,000 Convertible Preference Shares issued by the Company to Grand Beauty on 23 December 2014 at the total subscription price of HK$3.9 billion (i.e. a subscription price of HK$3 per Convertible Preference Share).

As disclosed in the abovementioned announcements of the Company, the Company announced on 1 June 2017 and 10 August 2017 that, on 31 May 2017, Grand Beauty executed the first deed of cancellation in favour of the Company, pursuant to which 470,666,666 Convertible Preference Shares were effectively cancelled on 10 August 2017. The Company further announced on 28 January 2018 and 3 May 2018 that, on 26 January 2018, Grand Beauty executed the second deed of cancellation in favour of the Company, pursuant to which 43,333,334 Convertible Preference Shares were effectively cancelled on 3 May 2018 (collectively, the "Previous Capital Reductions").

2. SUBJECT MATTER

On 28 February 2020, Grand Beauty executed a third deed of cancellation in favour of the Company, pursuant to which Grand Beauty agreed to the implementation of the Proposed Capital Reduction involving the cancellation of 31,666,667 Convertible Preference Shares (representing approximately 4.03% of all the Convertible Preference Shares in issue as at the Latest Practicable Date). Immediately after the Proposed Capital Reduction becoming effective, Grand Beauty will hold 754,333,333 Convertible Preference Shares.

Following the completion of the Proposed Capital Reduction,

1. the credit in the amount of HK$95,000,001 in the Convertible Preference Shares reserve account of the Company (the "CPS reserve") arising from the Proposed Capital Reduction shall be transferred and credited to the capital reduction reserve account of the Company; and
2. the credit in the amount of HK$95,000,001 in the capital reduction reserve account of the Company shall be available to set off against any loss of the Company and make distribution to its Shareholders or undertake corporate exercises which would require the use of distributable reserves in future when appropriate.

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3. CONDITIONS PRECEDENT OF THE PROPOSED CAPITAL REDUCTION

The Proposed Capital Reduction is subject to the satisfaction of the following conditions:

1. all the Directors making a solvency statement in relation to the Proposed Capital Reduction in accordance with the Companies Ordinance;
2. the passing of a special resolution by the Shareholders at the AGM to approve the Proposed Capital Reduction and related matters;
3. either (a) there being no application to the Court for cancellation of the special resolution by creditors or members of the Company within five weeks of the date of the special resolution to approve the Proposed Capital Reduction; or (b) if there is any such application, the Court making an order to confirm the special resolution;
4. the publication of a notice of capital reduction in the Hong Kong Government Gazette and the newspapers in accordance with the Companies Ordinance;
5. the delivery to the Registrar for registration of the solvency statement in relation to the Proposed Capital Reduction in accordance with the Companies Ordinance; and
6. the registration of the relevant documents with the Registrar within the prescribed timeframe in accordance with the Companies Ordinance.

Assuming that all of the above conditions are fulfilled, it is expected that the Proposed Capital Reduction will become effective immediately following the registration of the relevant documents with the Registrar for the Proposed Capital Reduction required under the Companies Ordinance.

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4. EFFECTS OF THE PROPOSED CAPITAL REDUCTION ON NET ASSETS AND RESERVE

For illustrative purpose only, assuming there will be no change in the issued share capital of the Company from the date of the Latest Practicable Date up to the date on which the Proposed Capital Reduction becomes effective and that no Convertible Preference Shares will be converted during such period, the effects of the Proposed Capital Reduction are as follows:

Notes

1. These figures are based on the audited consolidated financial statements of the Group for the year ended 31 December 2019 published on the website of the Stock Exchange, and the assumption that there is no change in the issued share capital, the CPS reserve and no offset of loss of the Company subsequent to 31 December 2019.
2. The net asset value per Ordinary Share (basic) is calculated based on (a) the net assets attributable to the Shareholders as at 31 December 2019 (being the net assets attributable to owners of the Company minus the CPS reserve of the Company), divided by (b) the number of Ordinary Shares in issue, assuming that no Convertible Preference Shares have been converted into new Ordinary Shares. It represents the net assets attributable to the Shareholders before taking into account the new Ordinary Shares that will be issued upon conversion of the Convertible Preference Shares. As the CPS reserve of the Company is not available for distribution to the Shareholders, it had been excluded for the purpose of calculating the net asset value per Ordinary Share (basic).
3. The net asset value per Ordinary Share (fully diluted) is calculated based on (a) the net assets attributable to the owners of the Company as at 31 December 2019, divided by (b) the number of Ordinary Shares in issue upon full conversion of all the outstanding Convertible Preference Shares. After the conversion, the credit standing in the CPS reserve account of the Company will be fully transferred and credited to the share capital of the Company.

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Implementation of the Proposed Capital Reduction will not result in changes to the existing shareholding structure (in terms of the Ordinary Shares) of the Company. There will be no change in the number of Ordinary Shares held by the Shareholders immediately before and after completion of the Proposed Capital Reduction. In addition, the implementation of the Proposed Capital Reduction will not, of itself, alter the underlying assets, liabilities, business operations, management or financial position of the Company or the proportionate interests or voting rights of the Ordinary Shares held by the Shareholders immediately after the Proposed Capital Reduction becoming effective, except for the expenses incurred by the Company in relation to the Proposed Capital Reduction.

5. REASONS FOR AND BENEFITS OF THE PROPOSED CAPITAL REDUCTION

The Company has completed two capital reduction exercises in the years 2017 and 2018, involving the cancellation of a total of 514,000,000 Convertible Preference Shares held by Sino- Ocean (through Grand Beauty, its wholly-owned subsidiary).

For the purpose of further enhancing the Company's ability and flexibility in potential dividend distribution in future, a third deed of cancellation has been executed regarding the cancellation of additional 31,666,667 Convertible Preference Shares held by Grand Beauty. The Board proposed that the credit arising from the Proposed Capital Reduction in an amount of HK$95,000,001 shall be transferred to a capital reduction reserve account, which shall be available to set off against any loss of the Company and make distribution to its Shareholders or undertake corporate exercises which would require the use of distributable reserves in future when appropriate. The proposed amount of capital reduction in the sum of approximately HK$95.0 million is determined with reference to the Group's loss attributable to owners of the Company for the year ended 31 December 2019.

The Proposed Capital Reduction is expected to further enhance the Group's net asset value by approximately HK$0.21 per Ordinary Share. The Directors also expect that upon the completion of the Proposed Capital Reduction, the financial position of the Company will be strengthened, the capital structure of the Company will be improved which will in turn improve the Company's general credit standing and hence enable the Company to negotiate for better financing terms in the future. Further, potential investors and business partners may have enhanced confidence in the prospects of the Company, which will allow the Company to negotiate for better commercial terms in future projects. Any decision on future dividend distribution will be made after careful consideration by the Directors depending on the Group's financial performance and position, liquidity position and cash flow situation, business strategy, reinvestment needs and other relevant factors.

Based on the above, the Directors consider that the Proposed Capital Reduction is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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6. EFFECTS OF PROPOSED CAPITAL REDUCTION ON SHAREHOLDING STRUCTURE

For illustrative purpose only, set out below is the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately after completion of the Proposed Capital Reduction (assuming full conversion of all the Convertible Preference Shares at the Conversion Price of HK$6). In the case of (ii) above, the restriction on conversion of the Convertible Preference Shares in relation to the public float of the Ordinary Shares is disregarded, and it is assumed that there are no other changes in the issued share capital of the Company from the date of the Latest Practicable Date up to the date on which the Proposed Capital Reduction becomes effective:

Notes:

1. The 312,504,625 Ordinary Shares were beneficially owned by Grand Beauty.
2. The above calculation only illustrates the maximum potential impact on the shareholding structure of the Company arising from a full conversion of the Convertible Preference Shares. Based on the current shareholding structure of the Company, a full conversion of the Convertible Preference Shares is currently not permissible under the terms of the Convertible Preference Shares which contain, among others, a restriction on conversion of the Convertible Preference Shares if such conversion will result in the public float of the Ordinary Shares falling below the minimum public float requirements stipulated under the Listing Rules.
3. The above calculations were based on percentages rounded up to the nearest 2 decimal places. As such, the rounding difference may cause a slight change in the actual shareholding.

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7. INFORMATION OF THE GROUP

The principal business activity of the Company is investment holding and the Group is principally engaged in investments in fund platforms, property investment and development, fund investments and securities and other investment businesses.

8. INFORMATION OF GRAND BEAUTY

Grand Beauty is the controlling shareholder of the Company and is directly interested in 312,504,625 Ordinary Shares, representing approximately 69.23% of the issued Ordinary Shares and is the owner of all the Convertible Preference Shares in issue, as at the Latest Practicable Date. Grand Beauty is an indirect wholly-owned subsidiary of Sino-Ocean, and Grand Beauty is principally engaged in investment holding.

9. IMPLICATIONS UNDER THE LISTING RULES

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Proposed Capital Reduction and accordingly, no Shareholder will be required to abstain from voting in respect of the special resolution approving the Proposed Capital Reduction.

As Mr. LI Ming (honorary chairman and non-executive Director) and Mr. SUM Pui Ying (executive Director and chief executive officer of the Company) are directors of Sino-Ocean and Grand Beauty, they were considered to have a potential material conflict of interests in the Proposed Capital Reduction, and therefore had abstained from voting at the Board meeting which approved the same. Save as aforesaid, none of the other Directors had a material interest in the Proposed Capital Reduction, and none of them was required to abstain from voting on the relevant Board resolutions approving the same.

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As at the Latest Practicable Date, the biographical details of the Directors proposed to be reelected at the AGM are set out as follows:

EXECUTIVE DIRECTOR

Mr. SUM Pui Ying, Adrian ("Mr. SUM"), aged 58, has been appointed as an executive Director and chief executive officer of the Company since 9 August 2013. Currently, he is also a member of the nomination committee and the chairman of the investment committee of the Board, and a director of various subsidiaries of the Company. Mr. SUM joined the Group in 2011. He is currently an executive director, the chief financial officer and company secretary of Sino-Ocean. Mr. SUM joined the Sino-Ocean Group in May 2007. He has extensive experience in corporate management of listed companies, investment and financing and financial management. Mr. SUM is currently a fellow member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Institute of Chartered Accountants in England & Wales. Mr. SUM obtained a Professional Diploma in Accounting from the Hong Kong Polytechnic University in 1988, a Master's Degree in Business Administration from the University of Wales in 1991 and a Diploma in Legal Studies from the University of Hong Kong in 1996.

The current service contract of Mr. SUM as an executive Director has a term of 1 year commencing from 9 August 2019, subject to early termination by either party giving the other not less than 2 months' prior notice in writing. Under the above service contract, the remuneration of Mr. SUM is HK$180,000 per annum which was determined by the Board with reference to his past experience, qualifications, responsibilities and duties to be performed in the Company and the prevailing market condition at the time of entering the service contract.

As at the Latest Practicable Date, Mr. SUM had personal interests in 3,505,500 shares and 15,851,000 underlying shares of equity derivatives of Sino-Ocean (an associated corporation of the Company under the SFO) respectively. The 15,851,000 underlying shares of equity derivatives of Sino-Ocean held by him represented (i) options granted pursuant to the share option schemes of Sino- Ocean to subscribe for a total of 15,800,000 shares in Sino-Ocean; and (ii) 51,000 shares awarded to but not yet vested in him under the share award scheme of Sino-Ocean as at the Latest Practicable Date. As at the Latest Practicable Date, Mr. SUM also held share options under the share option scheme of the Company to subscribe for 18,000,000 Ordinary Shares in the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. SUM had no other interests in the shares and underlying shares of the equity derivatives of the Company and its associated corporation(s) within the meaning of Part XV of the SFO nor did he have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, Mr. SUM has not held directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, or any other position with the Company and other members of the Group.

There is no other information in relation to Mr. SUM that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. SUM that need to be brought to the attention of the Shareholders.

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NON-EXECUTIVE DIRECTOR

Mr. LI Hongbo ("Mr. LI"), aged 52, has been appointed as a non-executive Director since 22 October 2010. He is currently the chief accountant of Sino-Ocean. In 2006, he became the general manager of the finance department of Sino-Ocean Holding Group (China) Limited (formerly known as Sino-Ocean Land Limited), a wholly-owned subsidiary of Sino-Ocean and was the assistant to the chief executive officer of Sino-Ocean from 2015 to June 2017. Mr. LI was an executive director and a member of the investment committee of the board of directors of Sino-Ocean from March 2016 to August 2018. He also serves as a director of a number of subsidiaries and project companies of Sino-Ocean. Mr. LI has over 20 years of experience in accounting and is currently primarily engaged in the management of Sino-Ocean's operations, assisting in taking responsibility of the financial management of Sino-Ocean, and assisting in taking charge of Sino-Ocean's finance and asset management. Mr. LI obtained a Bachelor of Engineering Degree from Xi' an Highway Institute (now Chang' an University) in July 1989 and a Master's Degree in Business Administration from the China Europe International Business School in October 2011.

The current service contract of Mr. LI as a non-executive Director has a term of 1 year commencing from 2 January 2020, subject to early termination by either party giving the other not less than 2 months' prior notice in writing. Under the above service contract, the remuneration of Mr. LI is HK$180,000 per annum which was determined by the Board with reference to his past experience, qualifications, responsibilities and duties to be performed in the Company and the prevailing market condition at the time of entering the service contract.

As at the Latest Practicable Date, Mr. LI had personal interests in 103,100 shares and 3,421,922 underlying shares of equity derivatives of Sino-Ocean (an associated corporation of the Company under the SFO) respectively. The 3,421,922 underlying shares of equity derivatives of Sino-Ocean held by him represented (i) options granted pursuant to the share option scheme of Sino-Ocean to subscribe for a total of 3,410,000 shares in Sino-Ocean; and (ii) 11,922 shares awarded to but not yet vested in him under the share award scheme of Sino-Ocean as at the Latest Practicable Date. As at the Latest Practicable Date, Mr. LI also held share options under the share option scheme of the Company to subscribe for 1,500,000 Ordinary Shares in the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. LI had no other interests in the shares and underlying shares of the equity derivatives of the Company and its associated corporation(s) within the meaning of Part XV of the SFO nor did he have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, Mr. LI has not held directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, or any other position with the Company and other members of the Group.

There is no other information in relation to Mr. LI that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. LI that need to be brought to the attention of the Shareholders.

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NON-EXECUTIVE DIRECTOR

Mr. TANG Runjiang ("Mr. TANG"), aged 51, has been appointed as a non-executive Director since 1 March 2018. He is currently the financial controller of the capital operation department of Sino- Ocean. Mr. TANG has extensive experience in corporate finance management and is familiar with the governance rules of listed companies in the Mainland and Hong Kong. During the period from 1991 to 2018, Mr. TANG served as the manager of the treasury department of planning and finance division (finance and capital division) and the deputy general manager of the finance and capital division (the finance division) of China Ocean Shipping (Group) Company, the deputy chief accountant and the chief accountant of COSCO Bulk Carrier Co., Ltd., the chief accountant of China COSCO Bulk Shipping (Group) Co., Ltd., the general manager of the finance division of COSCO Group and the general manager of the finance division and the chief financial officer of China COSCO Holdings Company Limited and the senior director of business development of Paul Hastings in Hong Kong. Mr. TANG served as an executive director of COSCO SHIPPING Ports Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1199) during the period from March 2013 to July 2016. Mr. TANG obtained a Bachelor of Economics Degree (major in accounting) from Central University of Finance and Economics in 1991 and a Master's Degree in Business Administration from the China Europe International Business School in 2014.

The current service contract of Mr. TANG as a non-executive Director has a term of 1 year commencing from 1 March 2020, subject to early termination by either party giving the other not less than 2 months' prior notice in writing. Under the above service contract, the remuneration of Mr. TANG is HK$180,000 per annum which was determined by the Board with reference to his past experience, qualifications, responsibilities and duties to be performed in the Company and the prevailing market condition at the time of entering the service contract.

Save as disclosed above, Mr. TANG did not have any interests in the shares and underlying shares of the equity derivatives of the Company and its associated corporation(s) within the meaning of Part XV of the SFO as at the Latest Practicable Date nor did he have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, Mr. TANG has not held directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, or any other position with the Company and other members of the Group.

There is no other information in relation to Mr. TANG that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. TANG that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

Gemini Investments (Holdings) Limited

盛 洋 投 資（ 控 股 ）有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 174)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of Gemini Investments (Holdings) Limited (the "Company") will be held at United Conference Centre, 10/F, United Centre, 95 Queensway, Hong Kong on Wednesday, 29 April 2020 at 10:30 a.m. for the following purposes:

1. To consider and adopt the audited consolidated financial statements and the reports of the directors and of the auditors of the Company for the financial year ended 31 December 2019.

2(A). To re-elect Mr. SUM Pui Ying as an executive director of the Company and authorise the board of directors of the Company to fix his remuneration.

2(B). To re-elect Mr. LI Hongbo as a non-executive director of the Company and authorise the board of directors of the Company to fix his remuneration.

2(C). To re-elect Mr. TANG Runjiang as a non-executive director of the Company and authorise the board of directors of the Company to fix his remuneration.

1. To re-appoint BDO Limited as the auditor of the Company for the ensuing year and to authorise the board of directors of the Company to fix their remuneration.
2. To consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

"THAT

1. subject to paragraph (c) of this resolution, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional ordinary shares in the capital of the Company or securities convertible into ordinary shares of the Company, or options, warrants or similar rights to subscribe for any ordinary shares of the Company, and to make or grant offers, agreements and options which would or 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 be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers at any time during or after the end of the Relevant Period;
2. the aggregate number of ordinary shares in the capital 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 (a) of this resolution, otherwise than pursuant to:
3. 1. a Rights Issue (as defined in paragraph (e) of this resolution);
   2. an exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into ordinary shares of the Company;
   3. an exercise of the subscription rights under any option scheme 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 or such other persons eligible to participate in any such scheme(s) or arrangement of ordinary shares or rights to acquire ordinary shares of the Company;
   4. any scrip dividend or similar arrangement providing for the allotment of ordinary shares of the Company in lieu of the whole or part of a dividend on ordinary shares of the Company in accordance with the articles of association of the Company (the "Articles");
   5. an exercise of conversion rights under the terms of the non-voting convertible preference shares issued by the Company on 23 December 2014 (as amended by the second supplemental deed dated 26 January 2018 entered into between the Company and Grand Beauty Management Limited in respect of the terms of such non-voting convertible preference shares);
   6. a specific authority granted by the shareholders of the Company in general meeting,

shall not exceed (i) 20 per cent. of the aggregate number of ordinary shares in the capital of the Company in issue as at the date of passing of this resolution or (ii) where there occurs any share sub-division or consolidation of the issued ordinary shares of the Company during the Relevant Period, 20 per cent. of the adjusted number of total issued ordinary shares of the Company referred to in (i) above resulting from any such share subdivision or consolidation effected from time to time during the Relevant Period and the said approval shall be limited accordingly.

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NOTICE OF ANNUAL GENERAL MEETING

1. subject to the passing of this resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
2. for the purpose of this resolution:
3. 1. "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 the Articles or any applicable laws of Hong Kong 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 general meeting.

1. "Rights Issue" means an offer of ordinary shares or other equity securities of the Company open for a period fixed by the Directors to the holders of ordinary shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such ordinary shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in any territory outside the Hong Kong Special Administrative Region of the People's Republic of China applicable to the Company)."

5. To consider and, if though fit, pass, with or without amendments, the following resolution as an ordinary resolution:

"THAT

1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back its own ordinary shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and regulations and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate number of ordinary shares in the capital of the Company to be bought back or agreed conditionally or unconditionally to be bought back by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed (i) 10 per cent. of the aggregate number of issued ordinary shares in the capital of the Company as at the date of passing of this resolution or (ii) where there occurs any share sub-division or consolidation of the issued ordinary shares of the Company during the Relevant Period, 10 per cent. of the adjusted number of total issued ordinary shares of the Company referred to in
2. 1. above resulting from any such share subdivision or consolidation effected from time to time during the Relevant Period and the said approval shall be limited accordingly;
3. subject to the passing of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and
4. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of Hong Kong 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 general meeting."

6. To consider and, if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

"THAT

1. conditional upon the passing of ordinary resolutions no. 4 and 5 as set out in the notice convening this meeting, the general mandate granted to the Directors to allot, issue and deal with additional ordinary shares in the capital of the Company pursuant to ordinary resolution no. 4 set out in the notice convening this meeting be and is hereby extended by the addition thereto of the aggregate number of ordinary shares in the capital of the Company which may be bought back by the Company under the authority granted pursuant to ordinary resolution no. 5 set out in the notice convening this meeting, provided that such number shall not exceed
2. 1. 10 per cent. of the aggregate number of issued ordinary shares in the capital of the Company as at the date of passing of this resolution or (ii) where there occurs any share sub-division or consolidation of the issued ordinary shares of the Company during the Relevant Period (as hereinafter defined), 10 per cent. of the adjusted number of total issued ordinary shares of the Company referred to in (i) above resulting from any such share subdivision or consolidation effected from time to time during the Relevant Period; and

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NOTICE OF ANNUAL GENERAL MEETING

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 the Articles or any applicable laws of Hong Kong 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 general meeting."

7. To consider and, if though fit, pass, with or without amendments, the following resolution as a special resolution:

"THAT

1. conditional only upon the satisfaction of either one of the conditions set out in paragraph (b) of this special resolution and subject to any conditions imposed in accordance with paragraph (c) of this special resolution, the cancellation of 31,666,667 Convertible Preference Shares of the Company (representing approximately 4.03% of all the Convertible Preference Shares in issue as at the date of passing of this resolution) (the "Proposed Capital Reduction") be and is hereby approved and the Directors be and are hereby authorized to credit the reduced share capital to a capital reduction reserve account of the Company and such reserve arising from the Proposed Capital Reduction is to be regarded as a realized profit pursuant to Section 214 of the Companies Ordinance which shall be available for set off against any accumulated losses and/or make distribution to the shareholders of the Company in the future when appropriate or as the Directors may think fit;
2. the approval and authorisation set out in paragraph (a) of this special resolution shall be conditional upon either (i) there being no application (the "Application") to the Court of First Instance of the High Court of Hong Kong (the "Court") for cancellation of the approval of the Proposed Capital Reduction, set out in this special resolution, by members of the Company or creditors of the Company within five weeks of the date of this special resolution; or (ii) if any such Application is made, the Court making an order to confirm this special resolution;
3. if such an Application is made and the Court makes an order to confirm this special resolution upon the Application, the approval and authorization in paragraph (a) of this special resolution shall be subject to any conditions that may be imposed by the Court; and

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NOTICE OF ANNUAL GENERAL MEETING

1. the Company be and is hereby authorised generally to do all acts and things as may be necessary, desirable or expedient to implement or to give effect to the foregoing."

By order of the Board

Gemini Investments (Holdings) Limited

LAI Kwok Hung, Alex

Executive Director

Hong Kong, 18 March 2020

Notes:

1. A member entitled to attend and vote at the Meeting may appoint a proxy or, if holding two or more ordinary shares, more than one proxy to attend, and speak and vote at, the Meeting or any adjournment thereof on his behalf. If a member appoints more than one proxy, he must specify the number of ordinary shares each proxy is appointed to represent. A proxy need not be a member of the Company.
2. To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof must be deposited at the Company's share registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or adjournment thereof.
3. The register of members of the Company will be closed from Friday, 24 April 2020 to Wednesday, 29 April 2020, both days inclusive, during which period no transfer of ordinary shares will be registered. The record date will be Wednesday, 29 April 2020. In order to determine the identity of ordinary shareholder(s) who is entitled to attend and vote at the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 23 April 2020.
4. Where there are joint registered holders of any ordinary share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such ordinary 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 whose name stands first on the register of members of the Company in respect of such ordinary share(s) shall alone be entitled to vote in respect thereof.

As at the date of this notice, the Directors are as follows:

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