Strength & Stability - ECS Holdings Limited

(c)
(d)
That the Directors be and are hereby authorised to offer and grant options in accordance with the provisions of the ECS Share
Option Scheme II (the “ECS Share Option Scheme II”), and to allot and issue from time to time such number of shares in the
capital of the Company as may be required to be issued pursuant to the exercise of the options under the ECS Share Option
Scheme II provided always that the aggregate number of ordinary shares to be issued pursuant to the ECS Share Option Scheme
II shall not exceed fifteen per cent of the total number of issued shares in the capital of the Company from time to time.
[See Explanatory Note (iii)]
[Resolution 6(c)]
That for the purposes of Chapter 9 of the Listing Manual:
(i)
(ii)
the Shareholders’ General Mandate for the Company, its subsidiaries and associated companies or any of them to enter into
any of the transactions falling within the types or categories of interested person transactions as described in section 3.1
(Interested Person Transactions) of the Appendix A with Guangzhou Jia Dou Ji Tuan Co., Limited and its subsidiaries be and
is hereby approved, provided that such transactions are entered into on an arm’s length basis, on normal commercial terms
and in accordance with the guidelines for interested person transactions as set out in section 3.5 (Review Procedures) of the
Appendix A;
the aforesaid Shareholders’ General Mandate shall, unless earlier revoked or varied by the Company in general meeting,
continue in force until the next annual general meeting of the Company; and
(iii) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things
(including, without limitation, executing all such documents and approving any amendment, alteration or modification to
any document) as they may consider desirable, expedient or necessary or in the interests of the Company to give effect to the
aforesaid Shareholders’ General Mandate and/or this Resolution 6(d).
[See Explanatory Note (iv)]
[Resolution 6(d)]
(e)
That for the purposes of Chapter 9 of the Listing Manual:
(i)
(ii)
the Shareholders’ General Mandate for the Company, its subsidiaries and associated companies or any of them to enter
into any of the transactions falling within the types or categories of interested person transactions as described in section
3.1 (Interested Person Transactions) of the Appendix A with Netband Consulting Co., Ltd, Vnet Capital Co., Ltd, Vnet
Capital International Co., Ltd., Thai Incubator.Com Co., Ltd and/or Vintcom Technology Co., Ltd. (as the case may be),
be and is hereby approved, provided that such transactions are entered into on an arm’s length basis, on normal commercial
terms and in accordance with the guidelines for interested person transactions as set out in section 3.5 (Review Procedures)
of the Appendix A;
the aforesaid Shareholders’ General Mandate shall, unless earlier revoked or varied by the Company in general meeting,
continue in force until the next annual general meeting of the Company; and
(iii) the Directors of the Company and/or any of them be and are hereby authorised to complete and do all such acts and things
(including, without limitation, executing all such documents and approving any amendment, alteration or modification to
any document) as they may consider desirable, expedient or necessary or in the interests of the Company to give effect to
the aforesaid Shareholders’ General Mandate and/or this Resolution 6(e).
[See Explanatory Note (iv)]
[Resolution 6(e)]
(f)
That:
(i)
for the purposes of the Companies Act, the exercise by the Directors of the Company of all the powers of the Company to
purchase or otherwise acquire the ordinary shares in the capital of the Company not exceeding in aggregate the Prescribed
Limit (as hereafter defined), at such price(s) as may be determined by the Directors of the Company from time to time up
to the Maximum Price (as hereafter defined), whether by way of:
Notice of Annual
General Meeting
p.
102 ECS Holdings Limited