Greatview Aseptic Packaging : 24/04/2024 - Proposed Appointment of Director and Notice of the Extraordinary 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 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 Greatview Aseptic Packaging Company Limited, you should at once hand this circular to the purchaser or the 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.

GREATVIEW ASEPTIC PACKAGING COMPANY LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock code: 00468)

PROPOSED APPOINTMENT OF DIRECTOR

AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

A notice convening the Extraordinary General Meeting of Greatview Aseptic Packaging Company Limited (the "Company") to be held at No. 7 Conference Room, the headquarters of the Company, A1-4/2F, No. 14 Jiuxianqiao Road, Chaoyang District, Beijing, the PRC on Friday, 10 May 2024 at 10:00 a.m. is set out on pages 10 to 11 of this circular. A form of proxy for use at the Extraordinary General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.greatviewpack.com). Whether or not you intend to be present at the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 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 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 Extraordinary General Meeting or any adjournment thereof should you so wish.

24 April 2024

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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

GREATVIEW ASEPTIC PACKAGING COMPANY LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock code: 00468)

PROPOSED APPOINTMENT OF DIRECTOR

AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

INTRODUCTION

References are made to the announcements of the Company dated 13 March 2024 and 28 March 2024.

The purpose of this circular is to (i) provide Shareholders with information relating to the background of the Requisition Notice and the resolution to be proposed at the EGM relating to the Proposed Appointment; (ii) set out the recommendation of the Board, including all independent non-executive Directors, in relation to the resolution to be proposed at the EGM; and (iii) give Shareholders Notice of EGM.

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LETTER FROM THE BOARD

BACKGROUND OF THE REQUISITION NOTICE

On 13 March 2024, the Board received the Requisition Notice from the Requisitionist which stated that the Requisitionist requires the Company to convene an extraordinary general meeting and issue to the Shareholders a notice for such extraordinary general meeting for the purpose of considering and, if thought fit, passing an ordinary resolution to appoint the Proposed Director as mentioned in the section headed "Proposed Appointment of Director by the Requisitionist" below as Director.

In the Requisition Notice, the Requisitionist has claimed that in light of (i) the declaration of special dividend; (ii) the share subscription proposal to a designated party selected by the Board as announced on 16 February 2024 (the "Share Subscription", which the Board would like to clarify nosuch announcement was ever made by the Board on such date as claimed by the Requisitionist); (iii) the postponement of the extraordinary general meeting regarding the Share Subscription; and (iv) the restructuring of the Company's international business, the Proposed Appointment can improve the overall corporate governance of the Company.

Pursuant to Article 58 of the Articles, any one or more members holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company, on a one vote per share basis, shall at all times have the right, by written requisition to the Board or the secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in or add resolution(s) to such requisition, and such meeting shall be held within two (2) months after the deposit of such requisition.

As at the date of the deposit of the Requisition Notice, the Requisitionist is the holder in aggregate of 377,132,584 Shares, representing approximately 26.80% of the paid up issued share capital of the Company.

PROPOSED APPOINTMENT OF DIRECTOR BY THE REQUISITIONIST

According to the proposed resolution of the Requisitionist for the Proposed Appointment, the following Proposed Director will be appointed with immediate effect subject to and upon the passing of the relevant proposed resolution of the Requisitionist at the EGM, which has been reproduced in the Notice of EGM:

1. Mr. Carson Wen, as non-executive Director.

The biographical details of the Proposed Director, which have been reproduced from the Requisition Notice, are set out in Appendix I to this circular. Such particulars of the Proposed Director have not been independently verified by the Company or the Directors.

The Board has consulted the Company's Cayman Islands legal advisors and was advised that under Cayman Islands laws and the Articles, where a Shareholder requests an extraordinary general meeting to propose a certain individual to be elected as a Director, as in the case with the Requisition Notice concerning the Proposed Director, neither the Board nor the nomination

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LETTER FROM THE BOARD

committee of the Company has the authority to mandate an assessment or recommendation of such individuals before they can be considered as eligible candidates and elected by the Shareholders at such extraordinary general meeting.

Shareholders are referred to (i) the observations made by the Board, including the independent non-executive Directors, on the Proposed Appointment in the section headed "Observation of the Board" of this circular; and (ii) recommendations made by the Board, including the independent non-executive Directors, in the section headed "Recommendation" of this circular.

OBSERVATION OF THE BOARD

All of the members of the Board, including the independent non-executive Directors, have carefully considered the Proposed Appointment, and are of the unanimous opinion that the Proposed Appointment would not be in the best interest of the Company and the Shareholders for the following reasons:

1. When the Requisitionist first proposed Mr. Carson Wen to become a Director in its previous requisition notice dated 27 November 2023, he was nominated as an independent non-executiveDirector. At the extraordinary general meeting held on 26 January 2024, the majority of the Shareholders voting at that extraordinary general meeting voted against his appointment. This time, the Requisitionist has nominated him to be a non-executiveDirector, but the Requisition Notice has made no mention at all of the reason behind this sudden change, which leads the Board to question the true intentions of the Requisitionist.
2. The ultimate holding company of the Requisitionist is Shandong Xinjufeng, whose business is in direct competition with the Company. In fact, as mentioned in the Company's annual results announcement dated 28 March 2024, the Company's PRC business segment for the year ended 31 December 2023 recorded a decrease in sales revenue of approximately 14.0%, mainly due to the decrease in sales volume resulting from intensified competition from a number of local competitors, including but not limited to Shandong Xinjufeng, the parent company of the current Requisitionist.
3. Some of the Group's customers have reflected to the Company that since Shandong Xinjufeng (which is a direct competitor of the Company) is the ultimate holding company of the Requisitionist, they are concerned that certain commercial secrets and sensitive information of the Company, including but not limited to its pricing strategies, business development plans and customer information may similarly become accessible to the Proposed Director as nominated by the Requisitionist if he is successfully elected as a Director.
4. As previously mentioned in the Company's announcement dated 31 May 2023, certain subsidiaries of the Group have entered into a framework agreement with the Group's largest customer ("Customer A") pursuant to which Customer A may purchase various types of packaging materials from the Group from time to time in accordance

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LETTER FROM THE BOARD

with such framework agreement. In particular, certain subsidiaries of the Group were required to give an undertaking under the framework agreement that, amongst other things, they shall prevent any of Customer A's competitors or their related parties (which would include the Requisitionist's Proposed Director) from participating (whether directly or indirectly) in any decision-making or execution of the business affairs with Customer A, which would most certainly to be in breach once Mr. Carson Wen is appointed as a Director, resulting in Customer A having the right to terminate such framework agreement and commence legal actions against the Group for such breach.

1. Some of the Group's customers have written to the Company to express their concerns that the reason why they chose to do business with the Company is because they perceive the Company as an international leading supplier with global capabilities to offer packaging products with the same quality and consistency as other leading international suppliers and in that regard, there is value in the Company being perceived as an international company that focuses on the quality of its products as well as its environmental, social and governance obligations. These customers have further expressed their grave concerns that, with the Requisitionist acquiring 28.22% shareholding in the Company in 2023 and now attempting to introduce the Proposed Director to become a member of the Board, the Company will lose its value and perceived as becoming more and more like a PRC supplier, and there is no longer any value in placing purchase orders from the Company as there are other readily available PRC suppliers that can offer even cheaper prices than the Company.
2. One of the Company's banks has already withdrawn its credit facilities to the Company and required the Company to repay its bank loan immediately in 2023 after becoming aware of the Requisitionist's attempt to purchase approximately 28.22% shareholding in the Company in 2023. The Board is deeply concerned that, if the Proposed Appointment becomes effective, more banks and financial institutions may follow suit and withdraw their financial support for the Company and also require the Company to repay its bank borrowings immediately, thus creating more liquidity challenges and operational difficulties for the Company in an already competitive global aseptic packaging industry.
3. According to the Requisition Notice, the Requisitionist claims that the background, knowledge and experience of the Proposed Director can provide valuable advice that is beneficial to the Company, and improve the Company's corporate governance and compliance and safeguard the interests of the Shareholders. However, and beyond that, the Requisitionist has not made any compelling reasons for adding the Proposed Director to the Board. The existing members of the Board already have ample experience and competence to lead the Company, and if the Proposed Director is elected to the Board, the percentage of independent non-executive Directors in the Board would drop from the existing 42.9% to 37.5%, and hence actually reducing independence in the Board and weakening the corporate governance in the Company.

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LETTER FROM THE BOARD

RECOMMENDATION

Having considered the matters set out above, the Board is of the unanimous opinion that the costs of including the Proposed Director to the Board outweigh the benefits of it, and the Proposed Appointment would not be not in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board, including the independent non-executive Directors, recommends all the Shareholders to vote against the resolution proposed by the Requisitionist at the EGM, being ordinary resolution no. 1 contained in the Notice of EGM.

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM with the resolution is set out on pages 10 to 11 of this circular.

FORM OF PROXY

A form of proxy for use at the Extraordinary General Meeting is enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.greatviewpack.com). Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete the form of proxy and return it to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the holding of the Extraordinary General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the Extraordinary General Meeting if they so wish.

VOTING BY WAY OF POLL

Pursuant to Article 66(1) of the Articles and Rule 13.39(4) of the Listing Rules, any vote of Shareholders at general meeting must be taken by poll. The chairman of the Extraordinary General Meeting will therefore demand a poll for every resolution put to the vote at the Extraordinary General Meeting.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The transfer books and register of members of the Company will be closed from Tuesday, 7 May 2024 to Friday, 10 May 2024, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the Extraordinary General Meeting, all transfers accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Tricor Investors Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 6 May 2024.

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, save and except to the information contained in Appendix I to 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

Greatview Aseptic Packaging Company Limited

BI Hua, Jeff

Chief Executive Officer and Executive Director

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