BHCC Holding Limited — Proxy Solicitation & Information Statement 2024

Feb 28, 2024

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.

BHCC Holding Limited

( incorporated in the Cayman Islands with limited liability )

( Stock code: 1552 )

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of BHCC Holding Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) will be held at No. 1 Tampines North Drive 3, #08-01, BHCC SPACE, Singapore 528499 on Monday, 18 March 2024 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution to be proposed as ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT

• (a) the sale and purchase agreement dated 4 January 2024 (the “ Sale and Purchase Agreement ”) (a copy of which is marked “A” and produced to the Meeting and signed by the chairman of the Meeting for the purpose of identification) entered into between BHCC Development Limited (the “ Purchaser ”) , a wholly-owned subsidiary of the Company, and Mr. Teo Wai Leong (the “ Vendor ”), in relation to (i) the acquisition of 450 ordinary shares in the issued share capital of Evermega Investment Holdings Pte. Ltd. (the “ Target Company ”) and the outstanding loans and other debts owed to the Vendor by the Target Company in the amount of S$5,490,169.20 for the aggregate consideration of S$5,490,619.20; and (ii) the capital contribution in the aggregate amount of up to S$17,010,000 to be provided by the Purchaser to the Target Company by way of subscription of further share capital of the Target Company and/or provision of shareholder’s loan(s), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any one or more of the directors of the Company (the “ Director(s) ”) be and is/are hereby authorised to sign and execute such documents, including under seal where applicable, and to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Sale and Purchase Agreement and the transactions contemplated thereunder.”

By Order of the Board BHCC Holding Limited Mr. Yang Xinping Chairman and Executive Director

Singapore, 28 February 2024

Notes:

1. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint one or, if he is the holder of two or more shares, more than one person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the meeting either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons 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.

3. Completion and return of the form of proxy will not preclude a member from attending and voting at the above meeting or any adjournment thereof if he so wishes. In that event, his form of proxy will be deemed to have been revoked.

4. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, no later than 10:00 a.m. (Hong Kong time) on Saturday, 16 March 2024.

5. The register of members of the Company will be closed from Wednesday, 13 March 2024 to Monday, 18 March 2024 (both days inclusive), during which period no transfer of shares will be registered. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, for registration no later than 4:30 p.m. on Tuesday, 12 March 2024.

As at the date of this notice, the Board comprises Mr. Yang Xinping and Ms. Han Yuying as executive Directors; and Ms. Chan Bee Leng, Mr. Kwong Choong Kuen (Huang Zhongquan) and Mr. Ooi Soo Liat as independent non-executive Directors.