Proposals for (1) re-election of retiring directors; (2) general mandates repurchase shares and issue shares; and (3) notice of annual general meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in P.B. Group Limited, you should at once hand this circular, together with the enclosed 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(incorporated in Cayman Islands with limited liability)

(Stock code: 8331)

PROPOSALS FOR

1. 1. RE-ELECTIONOF RETIRING DIRECTORS;
2. GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES; AND
3. 1. NOTICE OF ANNUAL GENERAL MEETING

Capitalized terms used in this cover page shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 3 to 8 of this circular. A notice convening the Annual General Meeting to be held at Room 402A, 4/F, Park Commercial Center, 180 Tung Lo Wan Road, Causeway Bay, Hong Kong on Friday, 27 September 2024 at 2:30 p.m. is set out on pages 19 to 23 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the designated website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.thepbg.com.

Whether or not you are able to attend the Annual General Meeting, please complete and sign 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 Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

This circular will remain on the website of Stock Exchange at www.hkexnews.hk on the ''Latest Listed Company Information'' page for at least 7 days from the date of publication and will also be published on the website of the Company at www.thepbg.com.

4 September 2024

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid- sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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DEFINITIONS

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

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LETTER FROM THE BOARD

(incorporated in Cayman Islands with limited liability)

(Stock code: 8331)

PROPOSALS FOR

1. 1. RE-ELECTIONOF RETIRING DIRECTORS;
2. GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES; AND
3. 1. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purposes of this circular are to provide Shareholders with information in respect of the

resolutions to be proposed at the Annual General Meeting to be held on Friday, 27 September 2024, and to give the Shareholders notice of the Annual General Meeting.

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the Articles of Association, the Directors shall hold office subject to retirement by rotation at an annual general meeting of the Company at least once every three years. In addition, any Director appointed by the Board during a year, to fill a casual vacancy, shall hold office only until the first general meeting of the Company after his appointment and shall be

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LETTER FROM THE BOARD

subject to re-election in that meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

In accordance with Article 83(3) of the Articles of Association, Mr. CHAN Ka Wai, who was appointed by the Board on 6 October 2023 shall hold office of Director until the Annual General Meeting. Mr. CHAN Ka Wai, being eligible, will offer himself for re-election as a Director at the Annual General Meeting.

In accordance with Articles 84(1) of the Articles of Association, Dr. CHAN Man Fung and Mr. PANG Ho Yin shall retire from office of Directors by rotation at the Annual General Meeting. Dr. CHAN Man Fung and Mr. PANG Ho Yin, being eligible, will offer themselves for re-election as a Director at the Annual General Meeting.

The nomination was made in accordance with the nomination policy of the Company and took into account a wide range of diversity perspectives, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of services, with due regard of the benefits of diversity as set out under the board diversity policy of the Company.

The Nomination Committee has considered:-

1. Dr. CHAN Man Fung's extensive experience in corporate finance and the legal and financial services fields both in the PRC and Hong Kong and was involved in several merger and acquisition transactions and initial public offerings, his working profile and other experience and factors as set out in Appendix I to this circular;
2. Mr. PANG Ho Yin's extensive experience in insurance fields, his working profile and other experience and factors as set out in Appendix I to this circular;
3. Mr. CHAN Ka Wai's extensive experience in the accounting and finance fields, his working profile and other experience and factors as set out in Appendix I to this circular; and

Having duly considered Dr. CHAN Man Fung, Mr. PANG Ho Yin and Mr. CHAN Ka Wai's qualifications, skills, experience, age, culture, ethnicity, gender, past contributions and all other relevant factors, the Nomination Committee is of the view that they continue to be suitable candidates to serve on the Board. Further, Mr. CHAN Ka Wai, being independent non-executive Directors, have satisfied all the criteria for independence set out in rule 5.09 of the GEM Listing Rules and provided annual confirmation of independence to the Company. Mr. CHAN Ka Wai has exercised impartial judgments and given independent guidance to the Company during their tenure of offices. The Board considers that Mr. CHAN Ka Wai continues to be independent. The Board believes that their re-election as the Directors would be in the best interests of the Company and its Shareholders as a whole.

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LETTER FROM THE BOARD

Accordingly, the Board endorsed the recommendations of the Nomination Committee and recommended the retiring Directors, namely Dr. CHAN Man Fung, Mr. PANG Ho Yin and Mr. CHAN Ka Wai to stand for re-election at the Annual General Meeting. The retiring Directors abstained from voting on the recommendation on their own re-election throughout the nomination processes.

Pursuant to Rule 17.46A of the GEM Listing Rules, the biographical details of the retiring Directors standing for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 28 September 2023, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase its Shares if and when appropriate, a resolution of the Shareholders will be proposed at the Annual General Meeting to approve the granting of a general and unconditional mandate to the Directors to repurchase its Shares on the GEM of not exceeding 10% of the total number of issued Shares of the Company (excluding Treasury Shares, if any) as at the date of the passing of the proposed resolution contained in item 4(A) of the notice of the Annual General Meeting as set out on pages 19 to 23 of this circular (i.e. a total of 15,911,440 Shares, assuming that the issued share capital of the Company (excluding Treasury Shares, if any) remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting) (the ''Share Repurchase Mandate''). The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Repurchase Mandate.

An explanatory statement containing information reasonably necessary for the Shareholders to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 28 September 2023, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, a resolution of the Shareholders will be proposed at the Annual General Meeting to approve the granting of a general and unconditional mandate to the Directors to allot, issue or deal with (including but not limited to the resale of Treasury Shares) additional Shares not exceeding 20% of the total number of issued Shares of the Company (excluding Treasury Shares, if any) as at the date of the passing of the proposed resolution contained in item 4(B) of the notice of the Annual General Meeting as set out on pages 19 to 23 of this circular (i.e. a total of 31,822,880 Shares, assuming that the issued share capital of the Company (excluding Treasury Shares, if any) remains unchanged after the Latest Practicable Date and up to the date of the Annual General Meeting) (the ''Issuance Mandate''). Conditional upon the passing of the

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LETTER FROM THE BOARD

resolutions of the Shareholders to grant the Share Repurchase Mandate and the Issuance Mandate, a resolution to extend the Issuance Mandate by adding number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate as set out in item 4(C) of the notice of the Annual General Meeting will also be proposed at the Annual General Meeting.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 19 to 23 of this circular. At the Annual General Meeting, ordinary resolutions of the Shareholders will be proposed to approve, among others, the re-election of the retiring Directors standing for re-election and the granting of the Share Repurchase Mandate and the Issuance Mandate, the extension of the Issuance Mandate by adding thereto of any Shares repurchased under the Share Repurchase Mandate. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.

Pursuant to Rule 17.47(4) of the GEM 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 relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the designated website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.thepbg.com. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, 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 Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting should you so wish.

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LETTER FROM THE BOARD

6. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 24 September 2024 to Friday, 27 September 2024, both dates inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre 16 Harcourt Road Hong Kong for registration not later than 4:30 p.m. on Monday, 23 September 2024.

7. RECOMMENDATION

The Directors consider that the proposed re-election of retiring Directors standing for re- election, granting of the Share Repurchase Mandate and the Issuance Mandate and the extension of the Issuance Mandate by the addition thereto of any Shares repurchased under the Share Repurchase Mandate are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the above mentioned proposed resolutions at the Annual General Meeting.

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information relating 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.

9. GENERAL

This circular is available in printed form in both English and Chinese and published on the designated website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.thepbg.com. The English version will prevail in case of any inconsistency between the English and Chinese version of this circular.

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