Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

Red Star Macalline Group Corporation Ltd.

ߎ݋ߕ௱Ꮂ࢕֢ණྠٰ΅Ϟࠢʮ̡

(A sino-foreign joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1528)

SUPPLEMENTAL NOTICE OF THE 2021 FIRST

EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that a notice has been issued on 9 February 2021 in relation to the 2021 First Extraordinary General Meeting (the "EGM " or the " 2021 First EGM") of Red Star Macalline Group Corporation Ltd. (the "Company"), which will be held at 2:00 p.m. on Friday, 19 March 2021 at Conference Center, 3/F, South Building, Block B, Red Star Macalline Headquarters, Lane 1466, Shenchang Road, Minhang District, Shanghai, the People's Republic of China (the "PRC") for resolutions set out in the notice. Unless indicated otherwise, capitalized terms used in this supplemental notice shall have the same meanings as those defined in the circular of the Company dated 25 February 2021.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled, for the purposes of considering and, if thought fit, approving the following resolution in addition to the resolutions set out in the notice of the EGM of the Company dated 9 February 2021:

ORDINARY RESOLUTION EFFECTED BY CUMULATIVE VOTING SYSTEM

4. Resolution on the addition of Mr. CHEN Chaohui as a non-executive Director of the fourth session of the Board of the Company.

By order of the Board

Red Star Macalline Group Corporation Ltd.

GUO Binghe

Vice Chairman

Hong Kong

25 February 2021

Notes:

  • 1. Save for the inclusion of the newly proposed resolution, there are no other changes to the resolutions set out in the notice of the 2021 First EGM dated 9 February 2021. Please refer to the notice of the 2021 First EGM of the Company dated 9 February 2021 and the circular of the 2021 First EGM of the Company dated 25 February 2021 for details of the other resolutions to be considered and approved at the 2021 First EGM and other relevant matters.

  • 2. Since the proxy form sent by the Company on 9 February 2021 together with the notice (the "First Proxy Form") does not contain the additional resolution as set out in this supplemental notice, a supplemental proxy form (the "Supplemental Proxy Form") (with the aforesaid additional resolution) has been prepared and is enclosed with this supplemental notice. This Supplemental Proxy Form is for the purpose of the additional resolution set out in the supplemental notice and only serves as a supplement to the First Proxy Form. This Supplemental Proxy Form will not affect the validity of the First Proxy Form duly completed and sent to the H Share registrar of the Company.

  • 3. If a Shareholder has properly completed and submitted only the First Proxy Form in accordance with the instructions set out therein, the appointed proxy will vote on the resolutions set out in the First Proxy Form per the Shareholder's direction and he is entitled to vote or abstain at his/her discretion on the resolution set out in the Supplemental Proxy Form. Similarly, if a Shareholder has properly completed and submitted only the Supplemental Proxy Form in accordance with the instructions set out therein, the appointed proxy will vote on the resolution set out in the Supplemental Proxy Form per the Shareholder's direction and he is entitled to vote or abstain at his/her discretion on the resolutions set out in the First Proxy Form. If a Shareholder wishes to provide specific direction to his/her proxy regarding the voting of all resolutions set out in the First Proxy Form and the Supplemental Proxy Form, he/she should duly complete and submit both proxy forms in accordance with the instructions set out therein.

  • 4. Pursuant to the notice of the 2021 First EGM published by the Company on 9 February 2021, the register of members of the Company will be closed from Tuesday, 16 March 2021 to Friday, 19 March 2021 (both days inclusive). In order for H Share Shareholders to be qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Monday, 15 March 2021 for registration.

    Shareholders whose names appear on the share register of the Company on Tuesday, 16 March 2021 are entitled to attend and vote at the 2021 First EGM.

  • 5. The Shareholders who are entitled to attend and vote at the 2021 First EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not to be a Shareholder.

  • 6. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director or other attorney duly authorized to sign the same on its behalf.

  • 7. In order to be valid, the First Proxy Form and the Supplemental Proxy Form must be deposited, for H Share Shareholders of the Company, to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time for holding the 2021 First EGM. If the First Proxy Form and/or the Supplemental Proxy Form is/are signed by a person under the power of attorney or other authority, a notarized copy of that power of attorney or other authority shall be deposited at the same time as mentioned in the First Proxy Form and/or the Supplemental Proxy Form. Completion and return of the First Proxy Form and the Supplemental Proxy Form will not preclude Shareholders from attending and voting in person at the 2021 First EGM or any adjourned meetings should they so wish.

  • 8. Shareholders shall produce their identification documents and supporting documents in respect of the shares of the Company held when attending the 2021 First EGM. If corporate shareholders appoint authorized representative to attend the 2021 First EGM, the authorized representative shall produce his/her identification documents and a notarized copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate shareholders or other notarized documents allowed by the Company. Proxies shall produce their identification documents and the proxy forms signed by the Shareholders or their attorney when attending the 2021 First EGM.

  • 9. The 2021 First EGM is expected to take for less than half a day. Shareholders attending the 2021 First EGM shall be responsible for their own travel and accommodation expenses.

  • 10. All voting at the 2021 First EGM will be conducted by poll.

  • 11. Regarding ordinary resolution number 4, cumulative voting system will be used. The term "cumulative voting system" means that, when the shareholders' meeting is electing directors, each share represents the voting rights equivalent to the number of the directors to be elected under that resolution. The voting rights owned by shareholders can be used in a concentrated or distributed manner, i.e. the shareholders may use all of the votes concentrating on one particular person, or may distribute the votes for electing the number of directors to be elected or several of them (whether the votes are equally or arbitrarily distributed to those directors).

    When the total votes cast by a shareholder on those or some candidate directors exceed the total votes to which he/she is entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by a shareholder for those or some candidate directors are equal to or less than the total votes to which he/she is entitled, the votes are valid and the remaining outstanding votes will be regarded as abstain votes.

    Where the "For" votes cast for a particular candidate for director are more than half of the total number of shares held by all shareholders attending (before cumulation) and where the "For" votes exceed the "Against" votes, the candidate in question will be considered to have been elected. Where the elected directors at the general meeting are less than directors to be elected, new rounds of voting are required to be held for election of the remaining directors until the number of directors to be elected is fulfilled. When holding a new round of voting for electing directors, the general meeting shall recount the number of cumulative votes of Shareholders based on the number of candidates to be elected in each round of election.

    The director candidates whose votes represent a majority of the voting rights are elected as directors. Independent directors and other directors shall be elected separately.

As at the date of this notice, the executive Directors of the Company are CHE Jianxing, GUO Binghe, CHE Jianfang and JIANG Xiaozhong; the non-executive Directors are CHEN Shuhong, JING Jie, XU Hong and LIU Jin; and the independent non-executive Directors are QIAN Shizheng, LEE Kwan Hung, Eddie, WANG Xiao, ZHAO Chongyi and QIN Hong.

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Red Star Macalline Group Corp. Ltd. published this content on 24 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 February 2021 09:05:04 UTC.