BitStrat Holdings Limited — Proxy Solicitation & Information Statement 2025

Jun 5, 2025

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.

UTS MARKETING SOLUTIONS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6113)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of UTS Marketing Solutions Holdings Limited (the "Company") will be held at Units 1302-3, 13/F, Ruttonjee House, Ruttonjee Centre, 11 Duddell Street, Central, Hong Kong on Thursday, 26 June 2025, at 11:30 a.m. for the purpose of considering and, if thought fit, passing the following special resolutions:

SPECIAL RESOLUTIONS

1. "THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be changed from "UTS Marketing Solutions Holdings Limited" to "BitStrat Holdings Limited" with dual foreign name in Chinese "比特策略控股有限公司" (the "Proposed Change of Company Name") with effect from the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands confirming the new name has been registered, and that any one of the directors of the Company (the "Directors") be and he/she is hereby authorised to do all such acts and things and execute such further documents and take all steps which, in his/her opinion, may be necessary, desirable or expedient, including under seal where appropriate, to implement and give effect to the aforesaid Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company."
2. "THAT subject to the passing of the resolution numbered 1 above, and the new Company name being entered into the register of companies by the Registrar of Companies in the Cayman Islands, the existing amended and restated memorandum of association and the second amended and restated articles of association of the Company be amended in the manner as set out in the circular of the Company dated 5 June 2025 (the "Circular"); and the second amended and restated memorandum of association and the third amended and restated articles of association of the Company, a copy of which has been produced to the meeting marked "A" and signed by the chairman of the extraordinary general meeting for the purpose of identification, which consolidates all the proposed amendments mentioned in the Circular, be approved and adopted in substitution for and to the exclusion of the existing amended and restated memorandum of association and the existing second amended and restated articles of association of

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the Company upon the Proposed Change of Company Name becoming effective and that any one of the Directors be and he/she is hereby authorised to do all such acts and things and execute all such documents and take all steps which, in his/her opinion, may be necessary, desirable or expedient, including under seal where appropriate, to implement and give effect to the adoption of the second amended and restated memorandum of association and the third amended and restated articles of association of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By Order of the Board
UTS Marketing Solutions Holdings Limited
Raymond Siu
Company Secretary

Hong Kong, 5 June 2025

Principal place of business in Hong Kong:
Unit 1802, 18/F
Ruttonjee House
Ruttonjee Centre
11 Duddell Street
Central, Hong Kong

Notes:

1. A member entitled to attend and vote at the EGM (or at any adjournment or postponement thereof) is entitled to appoint another person as his proxy to attend and vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any shares, any one of such persons may vote at the EGM (or at any adjournment or postponement thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the above 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.

3. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time fixed for holding the above meeting or any adjournment or postponement thereof.

4. For determining the entitlement to attend and vote at the EGM, the Register of Members of the Company will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM (or at any adjournment or postponement thereof), all transfers of shares of the Company accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. (Hong Kong Time) on Friday, 20 June 2025.

5. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjourned or postponed meeting (as the case may be) should he so wish.

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1. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

2. If Typhoon Signal No. 8 or above is hoisted, or a “black” rainstorm warning signal or “extreme conditions after super typhoons” announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 7:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at http://unitedteleservice.com and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the Directors of the Company are:

Executive Directors:

Mr. Ng Chee Wai (Chairman)
Mr. Lee Koon Yew
Mr. Kwan Kah Yew

Independent Non-executive Directors:

Mr. Kow Chee Seng
Mr. Chan Hoi Kuen Matthew
Ms. Tan Yee Vean

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