Allied : PROPOSED SHARE SUBDIVISION AND NOTICE OF EGM

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 Allied Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or 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.

ALLIED GROUP LIMITED

（聯合集團有限公司）

(Incorporated in Hong Kong with limited liability)

(Stock Code: 373)

PROPOSED SHARE SUBDIVISION

AND

NOTICE OF EGM

Capitalised terms used on this cover shall have the same meanings as those defined in the section headed "Definitions" in this circular, unless the context requires otherwise.

A notice convening the EGM to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 3rd September, 2020 at 10:00 a.m., is set out on pages 11 to 12 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof, provided that no account is to be taken of any part of a day that is a public holiday. Completion and return of the form of proxy will not preclude the shareholders of the Company from attending and voting in person at the EGM or any adjournment thereof if they so wish.

PRECAUTIONARY MEASURES FOR THE EGM

Please see page 1 of this document for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the EGM, including:

• compulsory body temperature checks
• compulsory wearing of surgical face masks for each attendee

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the EGM venue. The Company also encourages the Shareholders to consider appointing the chairman of the EGM as his/her proxy to vote on the resolution at the EGM as an alternative to attending the EGM in person.

12th August, 2020

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PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Extraordinary General Meeting ("EGM"):

1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the EGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the EGM venue and be asked to leave the EGM venue.
2. Shareholders that (a) have travelled, and have been in close contact with any person who has travelled, outside of Hong Kong (as per guidelines issued by the Hong Kong Government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding fourteen (14) days; (b) are, and have been, in close contact with any person who is, subject to any Hong Kong Government prescribed compulsory quarantine (including home quarantine); (c) are, and have been, in close contact with anyone who has, contracted COVID-19, has been tested preliminarily positive of COVID-19 or is suspected of contracting COVID-19; or (d) have any flu-like symptoms, may be denied entry into the EGM venue and be asked to leave the EGM venue.
3. All Shareholders, proxies and other attendees are required to wear surgical face masks inside the EGM venue at all times. Any person who does not comply with this requirement may be denied entry into the EGM venue and be asked to leave the EGM venue. A safe distance between seats are also recommended.

To the extent permitted under the laws of Hong Kong, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of the attendees at the EGM.

In the interest of all stakeholders' health and safety and to be consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative to attending the EGM in person, Shareholders are encouraged to consider appointing the Chairman of the EGM as their proxy to vote on the resolution at the EGM by submitting proxy forms with voting instructions inserted.

A form of proxy is attached to this circular for Shareholders who opt to receive printed copies of the Company's corporate communications. Alternatively, the proxy form can be downloaded from the Company's website at http://www.alliedgroup.com.hk and the website of The Stock Exchange of Hong Kong Limited at http://www.hkexnews.hk. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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DEFINITIONS

In this circular (other than in the notice of EGM), unless the context otherwise requires, the following expressions have the following meanings:

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EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Subdivision and the associated trading arrangement is as follows:

Latest date and time for lodging transfer documents

in order to qualify for attending and voting at the EGM . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 28th August, 2020

Closure of register of members for the entitlement

to attend and vote at the EGM . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31st August, 2020 to Thursday, 3rd September, 2020 (both days inclusive)

Latest date and time for lodging forms of proxy

for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Tuesday, 1st September, 2020

Expected date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Thursday, 3rd September, 2020

Announcement of results of the EGM . . . . . . . . . . . . . . . . . . . . Thursday, 3rd September, 2020

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Subdivision:

Original counter for trading in the Existing Shares in board lots

of 2,000 Existing Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7th September, 2020

Temporary counter for trading in the Subdivided Shares in board lots of 40,000 Subdivided Shares

(in the form of Existing Share Certificates) opens . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7th September, 2020

Original counter for trading in the Subdivided Shares

in board lots of 2,000 Subdivided Shares (in the form of

New Share Certificates for the Subdivided Shares) re-opens . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 21st September, 2020

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EXPECTED TIMETABLE

Parallel trading in the Subdivided Shares (in the form of Existing

Share Certificates and New Share Certificates) commences . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 21st September, 2020

Temporary counter for trading in the Subdivided Shares

in board lots of 40,000 Subdivided Shares (in the form of

Existing Share Certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 13th October, 2020

Parallel trading in the Subdivided Shares (in the form of

Existing Share Certificates and New Share Certificates) ends . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 13th October, 2020

Notes:

1. All times and dates in this circular refer to Hong Kong local times and dates.
2. Dates or deadlines specified above are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate in accordance with the Listing Rules.

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LETTER FROM THE BOARD

ALLIED GROUP LIMITED

（聯合集團有限公司）

(Incorporated in Hong Kong with limited liability)

(Stock Code: 373)

PROPOSED SHARE SUBDIVISION

AND

NOTICE OF EGM

INTRODUCTION

Reference is made to the announcement of the Company dated 22nd July, 2020 in relation to the proposed Share Subdivision.

The purpose of this circular is to give you information on the Share Subdivision, and the notice of the EGM to be convened for the purpose of considering, and if thought fit, passing an ordinary resolution to approve the proposed Share Subdivision.

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LETTER FROM THE BOARD

PROPOSED SHARE SUBDIVISION

The Board proposes to implement the Share Subdivision on the basis that every one (1) issued Existing Share be subdivided into twenty (20) Subdivided Shares.

Effects of the Share Subdivision

As at the Latest Practicable Date, 175,754,118 Existing Shares have been issued and were fully paid. Upon the Share Subdivision becoming effective and assuming that no Existing Shares are issued or bought back from the Latest Practicable Date until the effective date of the Share Subdivision, 3,515,082,360 Subdivided Shares will be in issue.

Other than the expenses to be incurred in relation to the Share Subdivision, the implementation of the Share Subdivision will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders.

Status of the Subdivided Shares

Upon the Share Subdivision becoming effective, the Subdivided Shares shall rank pari passu in all respects with each other. The Share Subdivision will not result in any change in the relative rights of the Shareholders.

Conditions of the Share Subdivision

The Share Subdivision is conditional upon the satisfaction of the following conditions:

1. the passing of an ordinary resolution by the Shareholders to approve the Share Subdivision at the EGM; and
2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subdivided Shares.

Subject to the fulfilment of the conditions of the Share Subdivision, the effective date of the Share Subdivision is currently expected to be Monday, 7th September, 2020, being the second Business Day immediately following the date of the EGM.

Subject to the granting of listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange as well as compliance with the stock admission requirements of the HKSCC, the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter.

All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made by the Company for the Subdivided Shares to be admitted into CCASS established and operated by

HKSCC.

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LETTER FROM THE BOARD

Exchange of share certificates

Subject to the Share Subdivision becoming effective, which is currently expected to be on Monday, 7th September, 2020, being the second Business Day immediately following the date of the EGM, the Shareholders may during the business hours, on or after Monday, 7th September, 2020 and until Thursday, 15th October, 2020 (both days inclusive) submit Existing Share Certificates in the colour of blue to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in exchange for New Share Certificates in the colour of purple for the Subdivided Shares at the expense of the Company.

Thereafter, Existing Share Certificates will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each Existing Share Certificate submitted for cancellation or each New Share Certificate issued for the Subdivided Shares, whichever the number of share certificates cancelled/issued is higher.

Subject to the Share Subdivision becoming effective, the Existing Share Certificates will only be valid for delivery, trading and settlement purposes for the period until 4:10 p.m. on Tuesday, 13th October, 2020, and thereafter will not be accepted for delivery, trading and settlement purposes. However, the Existing Share Certificates will remain effective as documents of title to the Subdivided Shares on the basis of one (1) issued Existing Share for twenty (20) Subdivided Shares and may be exchanged for New Share Certificates at anytime.

Listing application

An application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Subdivided Shares upon the Share Subdivision becoming effective.

No part of the securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchanges other than the Stock Exchange.

Securities convertible or exchangeable into Existing Shares

As at the Latest Practicable Date, the Company did not have any options outstanding under any share option scheme of the Company or any other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into Existing Shares.

Odd lots arrangement

It is expected that the Share Subdivision will not result in any odd lots other than those already exist, and therefore no odd lots arrangement for matching the sale and purchase of odd lots will be made.

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LETTER FROM THE BOARD

NO CHANGE IN BOARD LOT SIZE

Currently, the Existing Shares are traded on the Stock Exchange in the board lot size of

2,000 Existing Shares. Upon the Share Subdivision becoming effective, the board lot size for trading in the Subdivided Shares will remain as 2,000 Subdivided Shares.

REASONS FOR THE SHARE SUBDIVISION

Upon the Share Subdivision becoming effective, the total number of Shares in issue will increase and the trading price of each Share will be reduced proportionally. The Board believes that the Share Subdivision will improve the liquidity in trading of securities in the Company, thereby attracting more investors and widening the base of Shareholders, which is beneficial to the Group taking into account the business needs of the Group for the coming 12 months. Accordingly, the Board considers that the Share Subdivision is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Save for the expenses to be incurred by the Company in implementing the Share Subdivision, the Share Subdivision will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders. The Directors believe that the Share Subdivision will not have any material adverse effect on the financial position of the Group.

As at the Latest Practicable Date, to the best knowledge, information and belief of the Directors, the Company had no intention to carry out any corporate actions or arrangements in the coming 12 months which may have an effect of undermining or negating the intended purpose of the Share Subdivision.

EGM

The notice of EGM to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 3rd September, 2020 at 10:00 a.m. is set out on pages 11 to 12 of this circular. An ordinary resolution in respect of approving the Share Subdivision will be proposed at the EGM.

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 on by a show of hands. The resolution to be proposed at the EGM do not relate purely to a procedural or administrative matter. Accordingly, the resolution set out in the notice of EGM will be put to vote by way of poll at the EGM. An announcement on the results of the vote by poll will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof, provided that no account is to be taken of any part of a day that is a public holiday. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof if they so wish.

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LETTER FROM THE BOARD

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 consider that the proposed ordinary resolution for approval of the Share Subdivision is in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favour of the resolution to be proposed at the EGM.

Yours faithfully,

For and on behalf of the Board

Allied Group Limited

Edwin Lo King Yau

Executive Director

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NOTICE OF EGM

ALLIED GROUP LIMITED

（聯合集團有限公司）

(Incorporated in Hong Kong with limited liability)

(Stock Code: 373)

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting ("Meeting") of Allied Group Limited (聯合集團有限公司) ("Company") will be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 3rd September, 2020 at 10:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subdivided Shares (as hereinafter defined) to be in issue upon the Share Subdivision (as defined below) becoming effective:

1. with effect from the second business day immediately following the date on which this resolution is passed, every one (1) share of the Company be subdivided into twenty (20) shares of the Company by way of converting every one (1) share of the Company into twenty (20) shares of the Company ("Subdivided Shares" and each a "Subdivided Share") and that all of the Subdivided Shares shall rank pari passu in all respects with each other ("Share Subdivision"); and
2. any one of the directors of the Company and such person or persons authorised by any one of the directors of the Company be and are hereby authorised to do all such acts, deeds and things and to sign and execute all such documents, including under seal where applicable, on behalf of the Company, as they shall, in their absolute discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing."

By Order of the Board

Allied Group Limited

Lau Tung Ni

Company Secretary

Hong Kong, 12th August, 2020

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NOTICE OF EGM

Registered Office:

22nd Floor

Allied Kajima Building

138 Gloucester Road

Wanchai

Hong Kong

Notes:

1. The resolution set out in this notice of the Meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
2. A member of the Company entitled to attend and vote at the Meeting will be entitled to appoint one or more proxies to attend and, on a poll, vote in his or her stead. A proxy need not be a member of the Company.
3. A form of proxy in respect of the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the Meeting and voting in person if you so wish. In the event that you attend the Meeting after having lodged the form of proxy, it will be deemed to have been revoked.
4. To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof, provided that no account is to be taken of any part of a day that is a public holiday.
5. Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint registered holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.
6. For determining the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Monday, 31st August, 2020 to Thursday, 3rd September, 2020 (both days inclusive), during which period no transfer of Shares will be registered. In order for a shareholder of the Company to be eligible to attend and vote at the Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 28th August, 2020.
7. In order to facilitate the prevention and control of the spread of the Novel Coronavirus (COVID-19) epidemic and to safeguard the health and safety of the shareholders of the Company ("Shareholders"), the Company encourages Shareholders to consider appointing the chairman of the Meeting as his/her proxy to vote on the resolution at the Meeting as an alternative to attending the Meeting in person.

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