Proposals for general mandates to issue new shares and repurchase shares, re-election of retiring directors, increase in authorised share capital and notice of annual general meeting

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

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NEW CONCEPTS HOLDINGS LIMITED

創 業 集 團（ 控 股 ）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2221)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES AND

REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS, INCREASE IN AUTHORISED SHARE CAPITAL AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2024 Annual General Meeting (''AGM'') of the Company to be held at theDesk, 22/F., One Pacific Centre, 414 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong on 16 August 2024 (Friday) at 10 : 00 a.m. is set out on pages 19 to 23 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. 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 if you so wish.

Hong Kong, 16 July 2024

CONTENTS

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DEFINITIONS

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

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DEFINITIONS

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LETTER FROM THE BOARD

NEW CONCEPTS HOLDINGS LIMITED

創 業 集 團（ 控 股 ）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2221)

To the Shareholders, and for the information only, holders of the Options

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE NEW SHARES AND

REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS, INCREASE IN AUTHORISED SHARE CAPITAL AND

NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

INTRODUCTION

At the 2023 AGM, general unconditional mandates were given to the Directors to exercise all powers of the Company to:

1. allot, issue and deal with the Shares with an aggregate number of Shares not exceeding 20% of the number of Shares in issue as at that date;
2. purchase the Shares with an aggregate number of Shares not exceeding 10% of the number of Shares in issue as at that date; and
3. add to the general mandate for issuing Shares set out in (a) above the number of shares purchased by the Company pursuant to the repurchase mandate set out in
4. 1. above.

The above general mandates will expire at the conclusion of the AGM, unless renewed at that meeting.

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for (i) granting the general mandates to the Directors to allot, issue and deal with new Shares and repurchase Shares; the re-election of the retiring Directors; and (iii) increase in authorised share capital.

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

3 (three) respective ordinary resolutions will be proposed at the AGM for the purposes of granting the general mandates to the Directors:

1. to allot, issue and otherwise deal with additional Shares with the aggregate number of such Shares not exceeding 20% of the number of Shares in issue at the date of passing the resolution approving the Issue Mandate (subject to adjustment in case of any conversion of any or all of the Shares into a larger or smaller number of Shares after approving the Issue Mandate);
2. to repurchase Shares with the aggregate number of such Shares not exceeding 10% of the number of Shares in issue at the date of passing the resolution approving the Repurchase Mandate (subject to adjustment in case of any conversion of any or all of the Shares into a larger or smaller number of Shares after approving the Repurchase Mandate); and
3. to add to the Issue Mandate set out in (a) above the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

The full text of these resolutions are set out in Resolution 9 (Issue Mandate), Resolution 10 (Repurchase Mandate) in the notice of the AGM contained in pages 19 to 21 of this circular.

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LETTER FROM THE BOARD

The aforesaid mandates, unless revoked or varied by way of ordinary resolutions of the Shareholders in general meeting, will expire at the conclusion of the next annual general meeting of the Company, which will be convened on or before 30 September 2025.

As at the Latest Practicable Date, a total of 1,606,132,134 Shares were in issue. Subject to the passing of the proposed resolutions in relation to granting the Issue Mandate and the Repurchase Mandate to the Directors and on the basis that no Shares will be issued and/or repurchased by the Company prior to the AGM, the Company will be allowed to issue (i) a maximum of 321,226,426 Shares; representing 20% of the aggregate number of the issued Shares as at the date of the AGM under the Issue Mandate; and (ii) repurchase a maximum of 160,613,213 Shares, representing 10% of the aggregate number of the issued Shares as at the date of the AGM.

In accordance with the requirements set out in the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing requisite information to consider the Repurchase Mandate subject to certain restrictions, which are set out in Appendix I to this circular.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

To comply with the Corporate Governance Code and Corporate Governance Report under Appendix C1 to the Listing Rules and in accordance with the Article 108(a) of Articles of Association, Dr. Ge Xiaolin, Mr. Lo Chun Chiu, Adrian and Mr. Choy Wai Shek, Raymond, MH, JP shall retire by rotation at the AGM.

In accordance with Article 112 of the Articles of Association, Ms. Du Yun and Mr. Lin Jiakuang, who were appointed by the Board on 1 September 2023 and 17 October 2023 respectively, shall retire from office at the AGM. All of the retiring Directors, being eligible, offer themselves for re-election at the AGM.

Mr. Lo Chun Chiu, Adrian and Mr. Choy Wai Shek, Raymond, MH, JP have been serving as independent non-executive Directors upon the listing of the Company in September 2014 for more than 9 years. Pursuant to code provision B.2.3 of Appendix C1 to the Listing Rules, the re-election of each of them will be proposed by separate resolution. During their tenure, Mr. Lo Chun Chiu, Adrian and Mr. Choy Wai Shek, Raymond, MH, JP have provided impartial advice, exercised independent judgment, and actively participated in Board meetings and various committees. Their skills, knowledge and experience have enabled them to contribute constructively and objectively to the Board as independent non-executive Directors, respectively. They do not hold executive functions or engage in day-to-day management. The Board is of the view that their independence from management was not considered to have been diminished by their years of service, respectively.

Each of Mr. Lo Chun Chiu, Adrian and Mr. Choy Wai Shek, Raymond, MH, JP has provided an annual confirmation of his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. In light of the foregoing, the Company considers each of the retiring independent non-executive Directors have been independent in accordance with the

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LETTER FROM THE BOARD

independence guidelines as set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning.

In proposing candidates of independent non-executive Directors for re-election at the AGM, the nomination committee (the ''Nomination Committee'') of the Company has considered their past performance, their written confirmations of independence to the Company under Rule 3.13 of Listing Rules as well as their skills, backgrounds, knowledge and experience.

In this respect, the Nomination Committee had evaluated the performance of each of the retiring independent non-executive Directors and found their performance satisfactory. The Nomination Committee has also assessed each of the independent non-executive Directors' written confirmation of independence under Rule 3.13 of Listing Rules, and confirmed that all of them remain independent. Taking into account their respective professional knowledge, experience and independent opinions that will be bring to the Company, the Nomination Committee also believes the continuous appointment of Mr. Lo Chun Chiu, Adrian and Mr. Choy Wai Shek, Raymond, MH, JP as independent non-executive Directors is seen as beneficial to the Company and is in line with the Company's director nomination policy and board diversity policy. In addition, the Board is of the view that each of the retiring independent non-executive Directors would bring to the Board their own perspective, skills and experience, as further described in their respective details in Appendix II to this circular.

Given their unique and diverse background, skills and experience as discussed in Appendix II to this circular, the Company considers that each of the retiring independent non-executive Directors is a highly valued and respected member of the Board, and can contribute to the diversity of the Board with their strong and diversified educational backgrounds and professional experience in their expertise, including their in-depth knowledge in commercial and general management, professions in legal and accounting and audit and connections in various industries.

Details of the retiring Directors proposed to be re-elected as Directors at the AGM which are required to be disclosed by the Listing Rules, are set out in Appendix II to this circular.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The existing authorised share capital of the Company is HK$200,000,000 divided into ordinary 2,000,000,000 Shares of par value of HK$0.10 each, of which 1,606,132,134 Shares are in issue and 321,226,426 Shares are authorised but unissued as at the Latest Practicable Date.

In order to enable the Company to have greater flexibility in raising funds and to promote future business growth, the Board proposed to increase the authorised share capital of the Company from HK$200,000,000 divided into 2,000,000,000 Shares of HK$0.10 each to HK$400,000,000 divided into 4,000,000,000 Shares of HK$0.10 each by the creation of additional 2,000,000,000 new unissued Shares.

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LETTER FROM THE BOARD

Such new Shares, upon issue and fully paid, shall rank pari passu in all respects with the existing issued Shares. The Board believes that the Increase in Authorised Share Capital will provide flexibility to the Company for future investment opportunities and facilitate the Company in determining its future business plan and development, thus serving the interests of the Company and the Shareholders as a whole. As at the Latest Practicable Date, except for the 117,610,000 underlying Shares that may be issued upon the exercise of the share options granted under all share option schemes adopted by the Company, the Company has no present intention to issue Shares from any part of the authorised share capital of the Company to be increased, but may or may not issue Shares in the future depending on market conditions and the financial needs of the Company.

The Increase in Authorised Share Capital is subject to the approval of the Shareholders by way of passing an ordinary resolution at the AGM and will become effective upon the approval by the Shareholders at the AGM.

AGM

The notice convening the AGM is set out on pages 19 to 23 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. 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 if you so wish, and in such event, the proxy form shall be deemed as revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by way of poll. Therefore, all proposed resolutions put to vote at the AGM shall be taken by way of poll.

If any Shareholder has any question on the arrangements of the AGM, please contact Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong, at the following:

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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 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.

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

RECOMMENDATION

The Directors consider that the proposed granting of the Issue Mandate and the Repurchase Mandate, the re-election of the retiring Directors and the Increase in Authorised Share Capital are in the best interests of the Company and the Shareholders as a whole. Accordingly the Directors, together with their associates, intend to vote in favour of the relevant resolutions in respect of their respective shareholdings in the Company and recommend the Shareholders to vote in favour of such relevant resolutions to be proposed at the AGM.

GENERAL

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Board

New Concepts Holdings Limited

Zhu Yongjun

Chairman and Executive Director

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