Cirtek : PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED FINAL DIVIDEND AND 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 a licensed securities dealer, stockbroker or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Cirtek Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or the licensed securities dealer or registered institution in securities 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.

CIRTEK HOLDINGS LIMITED

常達控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1433)

PROPOSED GRANTING OF

GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS,

PROPOSED FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 18 June 2021 at 2:00 p.m. is set out on pages 14 to 18 of this circular. A form of proxy for use at the AGM is also enclosed with this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.cirtek.com).

Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and return to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM (i.e. not later than 2:00 p.m. on Wednesday, 16 June 2021) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

Practical measures will be taken to try to minimise the risks of infection of COVID-19 at the AGM, including:

• compulsory body temperature checks for all attendees;
• prohibition from attendance at the AGM if the attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the AGM;
• compulsory wearing of surgical face masks throughout the AGM;
• maintaining proper distance between seats; and
• no refreshments and gifts will be provided at the AGM.

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

29 April 2021

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PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Hong Kong government at https://www.chp.gov.hk/en/features/102742.html), the Company will implement necessary preventive measures at the AGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including:

1. compulsory body temperature checks for all attendees at the entrance of the AGM venue. Any person with a body temperature of 37.3 degrees Celsius or above will not be allowed to attend the AGM;
2. prohibition from attendance at the AGM if the attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the AGM;
3. all attendees will be required to wear surgical face masks before they are permitted to attend, and during their attendance of, the AGM;
4. appropriate proper distance between seats in line with the guidance from the Hong Kong government will be maintained. Attendees are advised to maintain appropriate social distance with each other at all times when attending the AGM;
5. any person who has travelled outside Hong Kong within 14 days immediately before the AGM ("Recent Travel History"), is subject to quarantine or self-quarantine in relation to COVID-19, or has close contact with any person under quarantine or with Recent Travel History shall not attend the AGM; and
6. no refreshments and gifts will be provided at the AGM.

To the extent permitted under the laws, regulations and the Listing Rules, the Company reserves the right to deny entry into the AGM venue or require any person, who does not comply with the precautionary measures, to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In light of the continuing risks posed by COVID-19, the Company strongly advises Shareholders to appoint the chairman of the AGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.

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

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PRECAUTIONARY MEASURES FOR THE AGM

Shareholders are advised to read these precautionary measures carefully and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes to the arrangement of the AGM and precautionary measures and may issue further announcement on such measures as appropriate.

Health education materials and up-to-date development on COVID-19 can be found on the website of Centre for Health Protection (www.chp.gov.hk) and the website of the Hong Kong government on COVID-19 (www.coronavirus.gov.hk).

If Shareholders have any questions relating to the AGM, please contact the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

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DEFINITIONS

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

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LETTER FROM THE BOARD

CIRTEK HOLDINGS LIMITED

常達控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1433)

PROPOSED GRANTING OF

GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS,

PROPOSED FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM to be held on 18 June 2021.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

The Directors have been granted a general and unconditional mandate to exercise the powers of the Company to repurchase Shares at the annual general meeting of the Company held on 12 June 2020. As at the Latest Practicable Date, such repurchase mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general and unconditional mandate to exercise all powers of the Company to repurchase the Shares of not exceeding 10% of the total number of the issued Shares as at the date of the passing of the proposed ordinary resolution contained in item 8 of the notice of AGM as set out on pages 14 to 18 of this circular (i.e. a total of 200,000,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the AGM).

The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE NEW SHARES

The Directors have been granted a general and unconditional mandate to allot, issue and deal with the additional Shares at the annual general meeting of the Company held on 12 June 2020. As at the Latest Practicable Date, such general mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general and unconditional mandate to allot, issue and deal with additional Shares of not exceeding 20% of the total number of the issued Shares as at the date of the passing of the proposed ordinary resolution contained in item 7 of the notice of AGM as set out on pages 14 to 18 of this circular (i.e. a total of 400,000,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the AGM). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the AGM.

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

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LETTER FROM THE BOARD

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 112 of the Articles of Association, 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. Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such 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.

Pursuant to Article 108 of the Articles of Association, unless and until the Company in a general meeting shall otherwise determine, 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, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years or within such other period as the Stock Exchange may from time to time prescribe or within such other period as the laws of such jurisdiction applicable to the Company. The Directors to retire in every year shall be those who have been longest in office since their last election or appointment but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election.

Pursuant to Article 108 of the Articles of Association, Mr. Lam Chor Ki Dick and Dr. Wong Chi Wing will retire at the AGM. All of the above retiring Directors, being eligible, will offer themselves for re-election at the AGM. The particulars of the Directors are set out in Appendix II to this circular.

The nomination committee of the Company (the "Nomination Committee") has assessed and reviewed each of the independent non-executive Directors' annual written confirmation of independence based on the independence guidelines as set out in Rule

3.13 of the Listing Rules and confirmed that all of them remain independent. In addition, the Nomination Committee has also reviewed the structure, size and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills, knowledge and experience, time commitment and contribution of the Directors with reference to the nomination principles and criteria set out in the board diversity policy of the Company.

The Nomination Committee has recommended to the Board on re-election of all the above retiring Directors. The Company considers that all the above retiring Directors will continue to bring valuable perspectives, skill and experience to the Board for its efficient and effective functioning and diversity. In this regard, the Board is satisfied that all the above retiring Directors are persons of integrity and stature and believes that their re-election will benefit the Board as well as the Company.

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LETTER FROM THE BOARD

5. CLOSURE OF REGISTER OF MEMBERS

To be eligible to attend and vote at the AGM

The register of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 11 June 2021.

To qualify for the proposed final dividend

In order to ascertain the entitlement to the proposed final dividend, the register of members of the Company will be closed from Thursday, 24 June 2021 to Friday, 25 June 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to be eligible to receive the proposed final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 23 June 2021.

6. AGM AND PROXY ARRANGEMENT

A notice convening the AGM is set out on pages 14 to 18 of this circular.

According to rule 13.39(4) of the Listing Rules, all votes of the Shareholders to be taken at the AGM must be taken by poll. An announcement of the results of the poll will be published after the AGM in accordance with the requirements of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.cirtek.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 notarially certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services 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 AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

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LETTER FROM THE BOARD

7. RECOMMENDATION

The Directors believe that the proposed granting of the Issuance Mandate and the Repurchase Mandate, and re-election of retiring Directors are all in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolutions to be proposed at the AGM.

8. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular and the notice of AGM.

9. 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 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

Cirtek Holdings Limited

CHAN Sing Ming Barry

Chairman and Executive Director

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to Shareholders to enable them to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL AND THE REPURCHASE MANDATE

As at the Latest Practicable Date, the number of Shares of the Company in issue was 2,000,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 8 of the notice of AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the AGM, i.e., being 2,000,000,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase a total of 200,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM during the period ending on the earliest of

1. the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of the authority given under the Repurchase Mandate; and (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws.

2. REASONS FOR REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Repurchase of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole. Such repurchase may, depending on the 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 Share.

3. FUNDING OF REPURCHASE

Any repurchase will only be funded out of funds of the Company legally available for the purpose of making the proposed purchases in accordance with the Articles of Association and the laws of the Cayman Islands.

On the basis of the financial position of the Company as at 31 December 2020, being the date to which the latest published audited accounts of the Company were made up, the Directors believe that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the Company's working capital or the gearing position which in the opinion of our Directors are from time to time appropriate for our Company.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. SHARE PRICES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follow:

5. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) had been made by the Company in the six months preceding the Latest Practicable Date.

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, 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 Code. Accordingly, a Shareholder or group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following table shows the Shareholders who were interested in more than 5% of the Company's issued share capital and approximate percentage of shareholding if the Repurchase Mandate is exercised in full:

Notes:

1. The percentages have been compiled based on the total number of issued Shares (i.e. 2,000,000,000) as at the Latest Practicable Date.
2. Each of Mr. Barry Chan and Ms. Candy Law owns as to 51% and 49% of the issued share capital of Charming International Limited which, in turn, holds 1,404,000,000 Shares. Accordingly, Mr. Barry Chan and Ms. Candy Law are deemed to be interested in 1,404,000,000 Shares held by Charming International Limited by virtue of the disclosure requirements of the SFO.
3. Mr. Barry Chan is the spouse of Ms. Candy Law. Accordingly, Mr. Barry Chan and Ms. Candy Law are deemed to be interested in the Shares held by each other by virtue of the SFO.

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not consider such increase would reduce the issued share capital in the public to less than 25% (or the relevant prescribed minimum percentage required by the Stock Exchange). The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

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APPENDIX II PARTICULARS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the AGM according to the Articles of Association, are provided below.

Independent non-executive Director

Mr. Lam Chor Ki Dick (林楚祺), aged 55, was appointed as our independent non-executive Director on 21 February 2020 and is currently a member of each of the Audit Committee and Nomination Committee of the Company. He graduated from the Hong Kong Baptist University with a bachelor 's degree in business administration in November 1990. He then obtained the master of arts in electronic business from the City University of Hong Kong in November 2003.

From July 1990 to October 2000, Mr. Lam held various accounting and finance positions in a number of companies including AIA Group Limited, Inchcape Marketing Ltd., LeaRonal (S.E. Asia) Ltd., Elite Business Machines Mfg. Co. Ltd., Dong Ying Computer Label & Embroidery Company Limited and AFG Company Limited. From November 2000 to January 2005, Mr. Lam served as a financial controller at Lexmark International (China) Co., Ltd., a company principally engages in the provision of printing and imaging products and software solutions services. From January 2005 to December 2005, he worked as a financial controller at Fellowes Consulting LLC Dongguan Representative Office, a company principally manufactures paper shredders. From January 2006 to November 2008, Mr. Lam worked as a director at Electrical Components International Inc., a company principally manufactures wire harness, with his last position being a finance and administrative director and was the director of business administration at ECI (Huizhou). From December 2008 to October 2010, Mr. Lam served as an operation controller at Shakespeare (Hong Kong) Ltd., a company principally manufactures sports hardware. From November 2010 to January 2012, he served as a consultant at Resources Global Professionals (HK) Limited, a consultancy firm. Mr. Lam has served as a vice president of the asian operation department in ECI (Huizhou) since February 2012.

Pursuant to the existing service agreement entered into between Mr. Lam and the Company on 21 February 2020, he is subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association. For the year ended 31 December 2020, he received a director remuneration amounted to HK$154,655.

Mr. Lam has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules.

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APPENDIX II PARTICULARS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Lam (i) has not held any other directorships in the last three years in any listed public company on Hong Kong or overseas; (ii) does not hold any position with the Company or other members of the Group; (iii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) is not interested in any Shares within the meaning of Part XV of the SFO.

As far as the Directors are aware, there is no information of Mr. Lam to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Lam that need to be brought to the attention of the Shareholders.

Independent non-executive Director

Dr. Wong Chi Wing (王志榮), aged 57, was appointed as our independent non-executive Director on 21 February 2020 and is currently the Chairman of the audit committee, a member of each of the remuneration committee and nomination committee of the Company. He graduated from the Chinese University of Hong Kong with a bachelor 's degree in science in December 1986. In addition, Dr. Wong obtained (i) a master 's degree in business administration from the City University of Hong Kong in November 1995; (ii) a master 's degree of science in electronic commerce from the City University of Hong Kong in November 2003; and (iii) a doctorate degree in business administration from the City University of Hong Kong in February 2011. Dr. Wong has been a fellow of Hong Kong Institute of Certified Public Accountants (formerly known as Hong Kong Society of Accountants) since July 2000.

From May 2002 to March 2007, Dr. Wong served as a vice president at PCCW Solutions (formerly known as Unihub Limited), a company primarily engages in the provision of information technology services. From May 2010 to August 2014, Dr. Wong was the managing director at Accenture Consulting for Greater China, a company primarily provides management consulting and strategy expertise services. Since March 2015, Dr. Wong has served as a managing partner at Big Data Elite Asia Limited and GCE Consulting Limited, both of which are consulting companies, primarily providing advisory and training services in relation to big data, digital transformation, FinTech and strategic management. From July 2016 to July 2020, Dr. Wong served as an independent non-executive director at Autotoll Limited, a company primarily provides electronic toll clearing facilities in Hong Kong. From September 2018 to June 2020, he served as an independent non-executive director at Veson Holdings Limited (Formerly "SCUD Group Limited"), a company listed on the Main Board (Stock code: 1399) of the Stock Exchange which primarily manufactures and sells lithium-ion battery products. Dr. Wong also serves as the Deputy President, Chairman of New Economy Committee of The Hong Kong Independent Non-Executive Director Association Limited since October 2019.

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APPENDIX II PARTICULARS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Pursuant to the existing service agreement entered into between Dr. Wong and the Company on 21 February 2020, he is subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association. For the year ended 31 December 2020, he received a director remuneration amounted to HK$206,207.

Dr. Wong has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Dr. Wong (i) has not held any other directorships in the last three years in any listed public company on Hong Kong or overseas; (ii) does not hold any position with the Company or any members of the Group; (iii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) is not interested in any Shares within the meaning of Part XV of the SFO.

As far as the Directors are aware, there is no information of Dr. Wong to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Dr. Wong that need to be brought to the attention of the Shareholders.

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NOTICE OF AGM

CIRTEK HOLDINGS LIMITED

常達控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1433)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Cirtek Holdings Limited (the "Company") will be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 18 June 2021 at 2:00 p.m. for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and the independent auditor 's report of the Company for the year ended 31 December 2020.
2. To re-elect Mr. Lam Chor Ki Dick as an independent non-executive director of the Company.
3. To re-elect Dr. Wong Chi Wing as an independent non-executive director of the Company.
4. To authorise the board of directors of the Company (the "Board") to fix the respective directors' remuneration.
5. To consider and declare a final dividend of HK0.075 cents per ordinary share of the Company for the year ended 31 December 2020.
6. To re-appoint Ernst & Young as the auditor of the Company and to authorise the board of directors to fix auditor 's remuneration.
7. To consider and, if thought fit, pass with or without amendments, the following resolution as ordinary resolution:
   "THAT:
8. 1. subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;
   2. the mandate in paragraph (a) above shall authorise the directors of the Company during the Relevant Period (as defined below) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

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NOTICE OF AGM

1. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
2. 1. a Rights Issue (as defined below);
   2. the exercise of options under a share option scheme of the Company; and
   3. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of the issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of the issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and

1. for the purposes 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 revocation or variation of the authority given under this resolution by an ordinary resolution of the Company's shareholders in general meeting; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.

"Rights Issue" means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements and further subject to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange)."

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NOTICE OF AGM

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

"THAT:

1. subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;
2. the aggregate number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of the issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and
3. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the Company's shareholders in general meeting; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws."

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NOTICE OF AGM

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

"THAT conditional upon the passing of the resolutions set out in items 7 and 8 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 8 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution."

By Order of the Board

Cirtek Holdings Limited

CHAN Sing Ming Barry

Chairman and Executive Director

Hong Kong, 29 April 2021

Notes:

1. All resolutions at the AGM will 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 pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share held by him.
3. In order 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 of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the AGM or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Service Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 11 June 2021.

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NOTICE OF AGM

1. For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at the AGM), the register of members of the Company will be closed from Thursday, 24 June 2021 to Friday, 25 June 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 23 June 2021.
2. A circular containing further details concerning items 2, 3, 5, 7, 8 and 9 set out in this Notice will be sent to all shareholders of the Company together with the 2020 Annual Report.
3. To minimise the risks of infection of COVID-19, the Company will take precautionary measures at the AGM, including:
4. • compulsory body temperature checks for all attendees;
   • prohibition from attendance at the AGM if the attendee has a fever. Persons exhibiting flu-like symptoms may also be refused admittance to the venue of the AGM;
   • compulsory wearing of surgical face masks throughout the AGM;
   • maintaining proper distance between seats; and
   • no refreshments and gifts will be provided at the AGM.

In light of the continuing risks posed by COVID-19, the Company strongly advises Shareholders to appoint the chairman of the AGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the AGM in person.

Subject to the development of COVID-19, the Company may implement further changes to the arrangement of the AGM and precautionary measures and may issue further announcement on such measures as appropriate.

8. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this Notice, the Board comprises Mr. Chan Sing Ming Barry, Ms. Law Miu Lan and Mr. Chan Tsz Fung being executive Directors; and Mr. Lam Chor Ki Dick, Mr. Lee Tak Cheong and Dr. Wong Chi Wing being independent non-executive Directors.

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