Analogue Holdings Limited — AGM Information 2022

Apr 26, 2022

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

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of Analogue Holdings Limited (the “ Company ”) will be held at 3:30 p.m. on Thursday, 16 June 2022 at President’s Suite, World Trade Centre Club, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong for the following purposes:–

ORDINARY RESOLUTIONS

As ordinary business:

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “ Directors ”) and the auditor of the Company (the “ Auditor ”) for the year ended 31 December 2021.

2. (a) To re-elect Dr. Poon Lok To, Otto as Director.

3. (b) To re-elect Dr. Mak Kin Wah as Director.

4. (c) To re-elect Mr. Chan Fu Keung as Director.

5. (d) To authorise the board (the “ Board ”) of Directors to fix the remuneration of the Directors.

6. To re-appoint Deloitte Touche Tohmatsu as the Auditor and authorise the Board to fix the Auditor’s remuneration.

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As special business:

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) of this resolution below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and all other applicable laws, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and deal with the unissued ordinary shares in the capital of the Company (the “ Shares ”) and to make or grant offers, agreements, options and warrants which might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the expiry of the Relevant Period;

• (c) the number of Shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval granted in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined hereinafter); or (ii) any issue of Shares upon exercise of rights of subscription or conversion under the terms of any warrants of the Company or securities which are convertible into Shares; or (iii) the exercise of options granted under any share option scheme or similar arrangement adopted from time to time by the Company; or (iv) any scrip dividend or similar arrangement providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company, shall not exceed the aggregate of (aa) 20% of the number of Shares in issue as at the date of the passing of this resolution; and (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of Shares purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;

• (d) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (c) above as a percentage of the total number of Shares in issue as at the date immediately before and after such consolidation or subdivision shall be the same; and

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• (e) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s bye-laws or any applicable laws of Bermuda to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusions or other arrangements as the Directors 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 outside Hong Kong, or the expense or delay that may be involved in determining the exercise or extent of any such restrictions or obligations).”

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all powers of the Company to repurchase Shares on the Stock Exchange, or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “ SFC ”) and the Stock Exchange for this purpose, subject to and in accordance with the rules and regulations of the SFC and the Stock Exchange, the bye-laws of the Company and all applicable laws in this regard as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to procure the Company to repurchase its Shares at a price determined by the Directors;

• (c) the number of Shares which may be repurchased on the Stock Exchange or any other stock exchange recognised for this purpose by the SFC pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly;

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• (d) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (c) above as a percentage of the total number of Shares in issue as at the date immediately before and after such consolidation or subdivision shall be the same; and

• (e) for the purposes of this resolution, “ Relevant Period ” has the same meaning as assigned to it under ordinary resolution numbered 4 set out in the notice convening this Meeting.”

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon ordinary resolutions numbered 4 and 5 above being passed, the general mandate granted to the Directors to allot, issue and deal with unissued Shares pursuant to ordinary resolution numbered 4 above be and is hereby extended by the addition thereto of an amount representing the number of Shares repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 5 above, provided that such amount shall not exceed 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution.”

By order of the Board Analogue Holdings Limited Dr. Poon Lok To, Otto Chairman

Hong Kong, 27 April 2022

Principal Place of Business in Hong Kong:

13/F, Island Place Tower

510 King’s Road

North Point Hong Kong

Notes:

1. A form of proxy for use at the Meeting is being despatched to the shareholders of the Company (the “ Shareholders ”) together with a copy of this notice.

2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a member of the Company.

3. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and deposit of the proxy form will not preclude you from attending and voting in person at the Meeting or any adjourned Meeting if you so wish.

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1. The record date for determining the entitlement of the Shareholders to attend and vote at the Meeting will be Thursday, 16 June 2022. The register of members of the Company will be closed from Monday, 13 June 2022 to Thursday, 16 June 2022 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for the entitlement to attend and vote at the Meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. on Friday, 10 June 2022.

2. For joint registered holders of any Shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Shares as if the Shareholder was solely entitled thereto, but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

3. To safeguard the health and safety of Shareholders who might be attending the Meeting in person, the Company will implement the following measures at the Meeting:

4. (1) Compulsory temperature screening/checks will be carried out on every attendee;

5. (2) Every attendee will be required to wear a surgical face mask throughout the Meeting; and

6. (3) No corporate gifts or refreshments or drinks will be provided to attendees at the Meeting.

Any person who does not comply with the above precautionary measures or attendees who are subject to quarantine prescribed by the Hong Kong Government and/or exhibiting flu-like symptoms may be denied entry into the venue or be required to leave the venue of the Meeting.

The Company reminds the Shareholders and other participants who will attend the Meeting in person to take personal precautions. Since the Meeting is being held at the World Trade Centre Club (the “ Club ”), the Club may refuse entry to the Club by any person who fails to attend to the precautionary measures, including any person who refuses to have his/her body temperature checked and/or to wear a face mask, etc.; and the Club may impose measures as required by the relevant governmental bodies. Persons who are refused entry to the Club will not be able to attend the Meeting. The Company may also implement additional measures as and when appropriate. The Company reminds the attendees that they should carefully consider the risk of attending the Meeting taking into account of their own personal circumstances . Furthermore, the Company would like to encourage the Shareholders to exercise their right to vote on the relevant resolution(s) at the Meeting by appointing the Chairman of the Meeting as their proxy and to return their proxy forms by the time specified above as an alternative to attending the Meeting in person.

Subject to the development of the COVID-19 pandemic and the requirements or guidelines of The Government of Hong Kong and/or regulatory authorities, the Company may announce further updates on the Meeting arrangement on the Company’s website (www.atal.com) and HKEXnews website (www.hkexnews.hk) as and when appropriate.

1. In case typhoon signal No. 8 or above is hoisted, or a black rainstorm warning signal or “extreme conditions” caused by a super typhoon announced by The Government of Hong Kong is/are in force in Hong Kong at or at any time after 12:00 noon on the date of the Meeting, the Meeting will be adjourned. The Company will post an announcement on the Company’s website (www.atal.com) and the HKEXnews website (www.hkexnews.hk) to notify Shareholders of the date, time and place of the adjourned meeting. The Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Meeting under bad weather conditions bearing in mind their own situation.

2. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the executive Directors are Dr. Poon Lok To, Otto, Mr. Law Wei Tak and Mr. Chan Hoi Ming; the non-executive Director is Dr. Mak Kin Wah and the independent non-executive Directors are Mr. Chan Fu Keung, Mr. Lam Kin Fung, Jeffrey and Mr. Wong King On, Samuel.

In case of any inconsistency, the English version of this notice shall prevail over the Chinese version.

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