Herald : PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF DIRECTORS 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 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 Herald Holdings Limited, you should at once hand this circular with the accompanying form of proxy 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.

HERALD HOLDINGS LIMITED

興利集團有限公司*

(incorporated in Bermuda with limited liability)

(Stock Code: 00114)

PROPOSALS FOR GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Herald Holdings Limited (the "Company") to be held on Friday, 18 September 2020 at Chatham Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 3:30 p.m. (or any adjournment thereof) is set out on pages 12 to 15 of this circular. A proxy form for use at the Annual General Meeting is enclosed with this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return to the principal place of business of the Company in Hong Kong at 3110, 31st Floor, Tower Two, Lippo Centre, 89 Queensway, Hong Kong the proxy form in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of the Shareholders and to prevent the spread of the coronavirus, no refreshments will be served at the Annual General Meeting. In addition, precautionary measures including (i) compulsory body temperature checks and health declarations and (ii) compulsory wearing of surgical face masks will be implemented at the Annual General Meeting. Any person who does not comply with the precautionary measures may be denied entry to the Annual General Meeting venue. Shareholders are encouraged to appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

• for identification purpose only

24 July 2020

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DEFINITIONS

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

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LETTER FROM THE BOARD

HERALD HOLDINGS LIMITED

興利集團有限公司*

(incorporated in Bermuda with limited liability)

(Stock Code: 00114)

PROPOSALS FOR GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you Notice of AGM and the information relating to the proposals for (i) the grant of the Repurchase Mandate; (ii) the grant of the Issue Mandate; and (iii) the re-election of Directors.

• for identification purpose only

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LETTER FROM THE BOARD

GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

Pursuant to the ordinary resolutions passed at the annual general meeting held on 6 September 2019, general mandates were granted to the Directors to repurchase the Company's Shares and to allot, issue and deal with additional Shares of the Company. Such mandates will lapse at the conclusion of the AGM. Therefore, ordinary resolutions will be proposed at the AGM that the Directors be given general and unconditional mandates to exercise all the powers of the Company to (i) repurchase issued shares of US$0.01 each in the capital of the Company ("Issued Shares"), the aggregate nominal amount of which does not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the resolution, i.e. up to a maximum of 60,449,076 Shares on the basis that the issued share capital of the Company comprised 604,490,763 Shares as at the Latest Practicable Date and assuming no further Shares are issued or repurchased before the AGM; and (ii) allot, issue and deal with additional Shares not exceeding the sum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the resolution, i.e. up to a maximum of 120,898,152 Shares on the basis that the issued share capital of the Company comprised 604,490,763 Shares as at the Latest Practicable Date and assuming no further Shares are issued or repurchased before the AGM.

The Repurchase Mandate and the Issue Mandate will lapse at (i) the conclusion of the next annual general meeting of the Company (to be held in 2021); or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; or (iii) the revocation or variation of the authority given under these mandates by an ordinary resolution of the Shareholders in general meeting, whichever is the earliest.

The Directors have no immediate plans to repurchase any Issued Shares or to issue any new Shares pursuant to the above mandates.

An explanatory statement required by the Listing Rules to be sent to Shareholders in connection with the proposed Repurchase Mandate is set out in the Appendix I to this document and contains all information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolutions.

RE-ELECTION OF DIRECTORS

In accordance with Bye-law 87 of the Bye-laws, Mr. Shum Kam-Hung and Mr. Lie-A-CheongTai-Chong, David will retire from the Board by rotation at the AGM and, being eligible, will offer themselves for re-election.

Mr. Lie-A-CheongTai-Chong, David has served on the Board for more than nine years. During his term as an independent non-executive director, Mr. Lie-A-Cheong has demonstrated that he has the required character, integrity and experience to perform his duties by providing objective views and independent guidance to the Board. The Board also considers that the long service of Mr. Lie-A-Cheong would not affect his exercise of independent judgement. Besides, the Nomination Committee of the Company has assessed and reviewed his annual confirmation of independence based on the independence criteria set out in Rule 3.13 of the Listing Rules and affirmed that Mr. Lie-A-Cheong remains independent. As such, the Board considers that the re-election of Mr. Lie-A-Cheong as an independent non-executive director is in the best interest of the Company and the Shareholders as a whole.

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

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LETTER FROM THE BOARD

AGM

The notice convening the AGM is set out on pages 12 to 15 of this circular. At the AGM, ordinary resolutions will be proposed to approve, inter alia, the granting of the Repurchase Mandate and the Issue Mandate and the re-election of Directors.

A proxy form for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete and return to the principal place of business of the Company in Hong Kong at 3110, 31st Floor, Tower Two, Lippo Centre, 89 Queensway, Hong Kong the proxy form in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time of the AGM 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 adjourned meeting should you so wish.

VOTING BY WAY OF 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 upon by a show of hands. As such, the chairman of the AGM will therefore demand a poll for every resolution put to the vote at the AGM pursuant to Bye-law 66 of the Bye-laws. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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.

RECOMMENDATION

The Directors believe that the Issue Mandate, the Repurchase Mandate and the re-election of Directors are all in the interests of the Company and the Shareholders. Accordingly, the Directors recommend that you vote in favour of all the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

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

Yours faithfully,

By Order of the Board

Herald Holdings Limited

Robert Dorfman

Chairman

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This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in relation to the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 604,490,763 Shares in issue.

Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 60,449,076 Shares, representing 10% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from Shareholders to enable them to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

3. SOURCE OF FUNDS

Repurchases must be financed out of the funds legally available for the purpose in accordance with the provisions of the Bye-laws, the Listing Rules and the laws of Bermuda. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. Under Bermuda law, the amount of capital repaid in connection with a share repurchase may only be paid out of the capital paid up on the relevant purchased Shares, or out of the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of Shares made for the purpose. The amount of premium payable on repurchase may only be paid out of funds of the Company otherwise available for dividend or distribution or out of the share premium account of the Company.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 March 2020) in the event that the proposed repurchases were to be carried out in full as permitted by the general mandate to repurchase shares at any time during the proposed repurchase period. 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 working capital or the gearing level of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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4. EFFECT OF THE TAKEOVERS CODE

If as a result of share repurchases by the Company, a Shareholder's proportionate interest in the voting rights of the Company increase, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase in the Shareholder's interest, 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.

The following table sets out the shareholdings of the Shareholders having an interest in 5% or more of the issued share capital as recorded in the register required to be kept by the Company under Section 336 of the SFO as at the Latest Practicable Date and their shareholdings if the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, on the basis that the issued share capital of the Company remains unchanged up to the date of the AGM.

Notes:

1. MEH is ultimately owned by a family trust which was interested in 64,539,760 Shares comprising 64,414,760 Shares held by MEH and 125,000 Shares held by its subsidiary company. Dr. Cheung Tsang-Kay, Stan and his spouse and family members are the founder and the beneficiaries respectively of this family trust.
2. HIT, the trustee of the above-mentioned trust, was deemed to be interested in 64,539,760 Shares owned by this trust.
3. Dr. Cheung Tsang-Kay, Stan is also interested in 39,222,633 Shares together with Ms. Cheung Yee, Alice and Ms. Chang Kan, Jane.
4. Ms. Ng Yiu-Chi, Eleanor is the spouse of Dr. Cheung Tsang-Kay, Stan, Mr. Tong Shek-King, Denny is the spouse of Ms. Chang Kan, Jane and Mrs. Sheri Tillman Dorfman is the spouse of Mr. Robert Dorfman. Their interests disclosed are the same as those of their spouses disclosed.
5. Ms. Chang Kan, Jane is interested in another 100,000 shares with Mr. Tong Shek-King, Denny.

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As set out above, if the Repurchase Mandate is exercised in full, then, as a result solely of such repurchase, the total interests of the above Shareholders in the Shares would be increased to approximately the respective percentages shown in the last column above. Such increases would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code since none of the Shareholders or group of Shareholders acting in concert would hold 30% or more of the voting rights of the Company after the repurchase.

The Directors have no present intention to exercise the power to repurchase Shares to such extent which will trigger off the mandatory offer requirement under the Takeovers Code or which will result in the number of the Shares held by the public hands being reduced to less than 25%.

Save as disclosed above, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate.

5. GENERAL

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the laws of the Bermuda so far as the same may be applicable.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective Associates have a present intention to sell Shares to the Company, in the event that the Repurchase Mandate is approved.

No connected person of the Company (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any Shares to the Company nor has he undertaken not to do so, in the event the Repurchase Mandate is approved.

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6. REPURCHASES AND SHARE PRICES

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) in the six months prior to the Latest Practicable Date.

The highest and lowest prices at which Shares were traded on the Stock Exchange during each of the previous twelve months and the period from 1 July 2020 to 16 July 2020 (the Latest Practicable Date) are set out below:

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The followings are the particulars of the Directors proposed to be re-elected at the AGM:

1. SHUM Kam-Hung, aged 56, ACIS, CPA, Managing Director

Mr. Shum Kam-Hung has been appointed as an executive director and the Managing Director of the Company since 1 July 2015. Mr. Shum joined the group as an accounting manager in 1994 and resigned in 1996. He then rejoined the group as the financial controller in 1999 and was appointed as the company secretary of the company during the period from 4 July 2008 to 30 June 2015. Mr. Shum holds a Master of Business Administration degree from the University of Warwick, United Kingdom and is a member of the Hong Kong Institute of Certified Public Accountants, Chartered Accountants Australia and New Zealand and The Chartered Governance Institute. He has over 20 years of experience in auditing, accounting and financial management. Mr. Shum is also a director of the principal subsidiaries of the company. He has not held any directorship in other listed public companies in the past three years.

Mr. Shum does not have any relationships with any Directors, senior management or substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company or any interests in the Shares within the meaning of Part XV of the SFO.

There is neither any service contract between the Company and Mr. Shum nor any specified length of service with the Company in respect of his appointment (except the retirement by rotation of Directors under the Bye-laws of the Company). Mr. Shum is entitled to receive an annual basic salary of HK$2,535,000 and any discretionary bonus which the Company may decide to pay. Such emoluments are determined with reference to his duties and responsibilities within the Company, the Company's performance and profitability and the prevailing market conditions.

There is no information required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules.

Save as disclosed above, the Board is not aware of any other matters in relation to the proposed re-election of Mr. Shum that need to be brought to the attention of the Shareholders.

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2. LIE-A-CHEONGTai-Chong, David, SBS, OM, JP, aged 60, Independent Non-executive Director

Mr. Lie-A-CheongTai-Chong, David was appointed as an independent non-executive director of the company on 16 June 2005. Mr. Lie-A-Cheong is the executive chairman of Newpower International (Holdings) Co., Ltd. and China Concept Consulting Ltd. He has been selected as a Member of the National Committee of the 8th, 9th, 10th, 11th and 13th Chinese People's Political Consultative Conference since 1993. Mr. Lie-A-Cheong is currently the Honorary Consul of the Hashemite Kingdom of Jordan in the Hong Kong Special Administrative Region ("HKSAR"), a Chairperson of the Hong Kong-Taiwan Economic and Cultural Co-operation and Promotion Council ("ECCPC"), a Standing Committee Member of the China Overseas Friendship Association, a General Committee Member of the Hong Kong General Chamber of Commerce. Currently, he is also an independent non-executive director of Aluminum Corporation of China Limited and Harbour Centre Development Limited, both being listed on the Stock Exchange. Save as disclosed above, he has not held any directorship in other listed public companies in the past three years.

Mr. Lie-A-Cheong does not have any relationships with any Directors, senior management or substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company or any interests in the Shares within the meaning of Part XV of the SFO.

There is neither any service contract between the Company and Mr. Lie-A-Cheong nor any specified length of service with the Company in respect of his appointment (except the retirement by rotation of Directors under the Bye-laws of the Company). Mr. Lie-A-Cheong is entitled to receive a director's fee of HK$300,000 per annum. Such emoluments are determined with reference to his qualifications and experience, his duties and responsibilities within the Company and the prevailing market conditions. Save as director's fee, he is not entitled to other emoluments.

There is no information required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules.

Save as disclosed above, the Board is not aware of any other matters in relation to the proposed re-election of Mr. Lie-A-Cheong that need to be brought to the attention of the Shareholders.

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NOTICE OF AGM

HERALD HOLDINGS LIMITED

興利集團有限公司*

(incorporated in Bermuda with limited liability)

(Stock Code: 00114)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of HERALD HOLDINGS LIMITED (the "Company") will be held at Chatham Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 18 September 2020 at 3:30 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 March 2020.
2. (i) To re-elect Mr. Shum Kam-Hung as director and to authorise the board of directors to fix his remuneration.
3. 1. To re-elect Mr. Lie-A-CheongTai-Chong, David as director and to authorise the board of directors to fix his remuneration.
4. To re-appoint KPMG as auditors and to authorise the board of directors to fix their remuneration.
5. To declare a final dividend of HK3 cents per share for the year ended 31 March 2020.
6. As special business to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• 1. "THAT:
  2. 1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase shares of US$0.01 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange, subject to and in accordance with all applicable laws and the rules and regulations of the
• for identification purpose only

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NOTICE OF AGM

Securities and Futures Commission, the Stock Exchange and any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

1. 1. the aggregate nominal amount of the share capital of the Company to be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and such approval shall be limited accordingly; and
   2. for the purpose of this resolution:
      "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
   3. 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 Bye-Laws of the Company or any applicable law to be held; and
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders in general meeting."
2. "THAT:
3. 1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares, or options, warrants or similar rights to subscribe for any shares or such convertible securities, and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period be and is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below), (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company, or any securities which are convertible into shares of the Company, (iii) the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company or (iv) any scrip

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NOTICE OF AGM

dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the Bye-laws of the Company from time to time, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution, and such approval shall be limited accordingly; and

1. for the purpose of this resolution:
   "Relevant Period" means the period from the date of 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 Bye-Laws of the Company or any applicable law to be held; and
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders in general meeting.

"Rights Issue" means an offer of shares or issue of options, warrants or other securities giving rights to subscribe for share, open for a period fixed by the directors of the Company to holders of shares or any class thereof on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company)."

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NOTICE OF AGM

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint one or, if he is a holder of more than one share, more proxies to attend and, subject to the provisions of the Bye-laws of the Company, to vote instead of him. A proxy need not be a member of the Company.
2. The Annual General Meeting is scheduled to be held on Friday, 18 September 2020. For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 14 September 2020 to Friday, 18 September 2020, both days inclusive, during which period no transfer of shares will be effected. In order to be able to attend and vote at the Annual General Meeting, shareholders should ensure that all transfers of shares, accompanied by the relevant share certificates, are lodged with the Company's share registrar in Hong Kong, Tricor Tengis Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 11 September 2020.
3. The proposed final dividend is subject to the passing of the ordinary resolution by the shareholders at the Annual General Meeting. The record date for entitlement to the proposed final dividend is Wednesday, 30 September 2020. For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Tuesday, 29 September 2020 to Wednesday, 30 September 2020, both days inclusive, during which period no transfer of shares will be effected. In order to be qualified for the proposed final dividend, shareholders should ensure that all transfers of shares, accompanied by the relevant share certificates, are lodged with Tricor Tengis Limited for registration no later than 4:30 p.m. on Monday, 28 September 2020.
4. A form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of its attorney or officer duly authorised.
5. Where there are joint holders of any shares, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto, provided that if more than one of such joint holders be present at the meeting personally or by proxy, the person whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.
6. To be valid, a form of proxy must be lodged with the Company's principal place of business in Hong Kong at 3110, 31st Floor, Tower Two, Lippo Centre, 89 Queensway, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney, not later than 48 hours before the time for holding the meeting or any adjournment thereof.
7. Members are recommended to read the circular of the Company containing information concerning the resolutions proposed in this notice.
8. In the event that a black rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted at 12:00 noon or any time after 12:00 noon on 18 September 2020, the Annual General Meeting will be adjourned. The Company will post an announcement on the Company's website at www.heraldgroup.com.hk and website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the date, time and place of the adjourned meeting.
9. To safeguard the health and safety of the Shareholders and to prevent the spread of the coronavirus, no refreshments will be served at the Annual General Meeting. In addition, precautionary measures including
   (i) compulsory body temperature checks and health declarations and (ii) compulsory wearing of surgical face masks will be implemented at the Annual General Meeting. Any person who does not comply with the precautionary measures may be denied entry to the Annual General Meeting venue. Shareholders are encouraged to appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

As at the date hereof, the Board of Directors of the Company comprises Mr. Robert Dorfman, Mr. Shum Kam-Hung and Dr. Cheung Tsang-Kay, Stan as executive directors; and Mr. Lie-A-CheongTai-Chong, David, Mr. Yeh Man-Chun, Kent and Dr. Ng Tze-Kin, David as independent non-executive directors.

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