IPE : PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF THE ANNUAL GENERAL MEETING

* for identification purposes only

14 May 2021

CONTENTS

Page

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ii

Definitions

. . .

. . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

2.

Proposed Granting of the Buyback and Issuance Mandates . . . . . . . . . .

4

3.

Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . .

5

4.

Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . .

5

5.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

6.

Precautionary Measures for the Annual General Meeting . . . . . . . . . . .

6

7.

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Appendix I

-

Explanatory Statement on the Buyback Mandate . . . . . . .

8

Appendix II

-

Details of the Retiring Directors Proposed to be

Re-elected at the Annual General Meeting . . . . . . . . . .

12

Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

"Annual General Meeting"

an annual general meeting of the Company to be held

at Conference Room, 7/F., Office Building in

Guangzhou Xin Hao Precision Technology Company

Limited, No. 8, Zhuxian Road, Yue Hu Cun,

Zengcheng, Guangzhou, Guangdong Province, The

PRC on Monday, 21 June 2021 at 11:00 a.m., to

consider and, if appropriate, to approve the

resolutions contained in the notice of the meeting

which is set out on pages 17 to 21 of this circular, or

any adjournment thereof;

"associate(s)"

has the same meaning as ascribed thereto in the

Listing Rules;

"Articles of Association"

the articles of association of the Company currently in

force;

"Board"

the board of Directors;

"Buyback Mandate"

as defined in paragraph 2(a) of the Letter from the

Board;

"close associate(s)"

has the same meaning as ascribed thereto in the

Listing Rules;

"Company"

IPE Group Limited, a company incorporated in the

Cayman Islands with limited liability, the issued

shares of which are listed on the Main Board of the

Stock Exchange;

"Director(s)"

the director(s) of the Company;

"Group"

the Company and its subsidiaries from time to time;

"HK$"

Hong Kong dollars, the lawful currency of Hong

Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China;

"Independent Shareholders"

Shareholders other than the Relevant Directors and

their associates;

DEFINITIONS

"Invested Entity"

any entity in which the Group holds any equity

interest;

"Issuance Mandate"

as defined in paragraph 2(b) of the Letter from the

Board;

"Latest Practicable Date"

7 May 2021, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information in this circular;

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange;

"SFO"

Securities and Futures Ordinance, Chapter 571 of the

Laws of Hong Kong;

"Share(s)"

ordinary share(s) of HK$0.1 each in the capital of the

Company or if there has been a subsequent

subdivision, consolidation, reclassification or

reconstruction of the share capital of the Company,

share(s) forming part of the ordinary equity share

capital of the Company;

"Shareholder(s)"

holder(s) of Share(s);

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Substantial Shareholder(s)"

has the same meaning ascribed thereto in the Listing

Rules;

"Takeovers Code"

the Code on Takeovers and Mergers approved by the

Securities and Futures Commission in Hong Kong;

and

"%"

per cent.