CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2024

Jun 18, 2024

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 Huayi Tencent Entertainment Company Limited, you should at once hand this circular together with the enclosed proxy form, 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.

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華 誼 騰 訊 娛 樂 有 限 公 司

Huayi Tencent Entertainment Company Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of Huayi Tencent Entertainment Company Limited (the ‘‘Company’’) is set out on pages 2 to 5 of this circular.

A notice convening the extraordinary general meeting of the Company to be held at Suite 3318, 33/F, Jardine House, 1 Connaught Place, Central, Hong Kong on Friday, 5 July 2024 at 10:00 a.m. is set out on pages 6 to 7 of this circular. Whether or not you intend to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not prevent shareholders of the Company from attending and voting at the meeting if they so wish.

In case of any discrepancy or inconsistency between the English version and the Chinese version of this circular, the English version shall prevail.

19 June 2024

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:—

‘‘Board’’ the board of directors of the Company ‘‘Company’’ Huayi Tencent Entertainment Company Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange ‘‘Company’s Chinese Name’’ the dual foreign name in Chinese of the Company ‘‘Directors’’ the director(s) of the Company for the time being ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held at Suite 3318, 33/F, Jardine House, 1 Connaught Place, Central, Hong Kong on Friday, 5 July 2024 at 10:00 a.m., notice of which is set out on pages 6 to 7 of this circular ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of The People’s Republic of China ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Proposed Change of Company the proposed changes of the English name of the Company from Name’’ ‘‘Huayi Tencent Entertainment Company Limited’’ to ‘‘Hony Media Group’’ and of the Company’s Chinese Name from ‘‘華誼 騰訊娛樂有限公司’’ to ‘‘弘毅文化集團’’ ‘‘Share(s)’’ the ordinary share(s) of HK$0.02 each in the share capital of the Company ‘‘Shareholders’’ the shareholder(s) of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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華 誼 騰 訊 娛 樂 有 限 公 司 Huayi Tencent Entertainment Company Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

Directors:

Mr. ZHAO John Huan[2] (Chairman)

Mr. CHENG Wu[1] (Chief Executive Officer)

• Mr. YUEN Hoi Po[1] (President)

• Mr. YUEN Kin[3]

• Mr. CHU Yuguo[3]

• Ms. WANG Song Song[3] Ms. PAN Min[3]

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business

in Hong Kong:

• 1 Executive Director

• 2 Non-Executive Director

• 3 Independent Non-executive Director

Suite 908, 9/F Tower Two, Lippo Centre 89 Queensway Hong Kong

19 June 2024

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 7 June 2024. The purpose of this circular is to provide you with information regarding the Proposed Change of Company Name and the notice of EGM.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘Huayi Tencent Entertainment Company Limited’’ to ‘‘Hony Media Group’’ and to change the Company’s Chinese Name from ‘‘華誼騰訊娛樂有限公司’’ to ‘‘弘毅文化集團’’.

Conditions for the Proposed Change of Company Name

The Proposed Change of Company Name is subject to (i) the passing of a special resolution by the Shareholders at the EGM to approve the change of the English name of the Company and of Company’s Chinese Name; and (ii) the Registrar of Companies in the Cayman Islands approving such changes of the English name of the Company and the Company’s Chinese Name by issuing a certificate of incorporation on change of name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English name of the Company and the new Company’s Chinese Name on the register of companies maintained by the Registrar of Companies in the Cayman Islands. The Registrar of Companies in the Cayman Islands will issue a certificate of incorporation on change of name. The Company will then further carry out the necessary filing procedures with the Companies Registry in Hong Kong. In addition, subject to the confirmation of the Stock Exchange, the stock short name for trading in the Shares of the Company and the website of the Company will also be changed after the Proposed Change of Company Name becoming effective.

Reasons for the Proposed Change of the Company Name

The Group is currently principally engaged in (i) entertainment and media business; (ii) digitized operation services in healthcare industry (i.e. the Echartnow operation); and (iii) smart healthcare services platform (i.e. the Meerkat Health operation).

Following the completion of the Company’s issue of convertible bonds to the affiliates of Hony Capital in March 2024 and the appointment of Mr. ZHAO John Huan (the Chairman of Hony Capital) and Mr. CHENG Wu as the Chairman of the Board and the Chief Executive Officer of the Company respectively, the Group will focus its strategic development in international culture, media and entertainment businesses, with a vision of building a world-leading Global Content Creation Platform.

Mr. ZHAO John Huan, the Chairman of the Board of the Company, states that the Company under the name Hony Media Group, being the strategic collaboration platform for Hony Capital in the cultural industry, will receive continual support and anticipates to continuously lay out and cultivate its new strategic focus and achieve long-term development.

Mr. CHENG Wu, the Chief Executive Officer of the Company, said that on the basis of continuing the operation of the Group’s existing businesses, the Group will integrate resources from Hony Capital and multi-party cooperation to explore and develop new increments in the global

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LETTER FROM THE BOARD

culture, media and entertainment market, and strive to build a global platform for the creation of high-quality content, and these will serve as the core development and strategic growth engine of the Group.

The Board considers that the Proposed Change of Company Name will better reflect the latest strategies and businesses of the Group. Therefore, the Board is of the opinion that the Proposed Change of the Company Name will benefit the future business development of the Group and is in the best interests of the Company and the Shareholders as a whole.

Effect of the Proposed Change of the Company Name

The changes of the English name of the Company and of the Company’s Chinese Name will not, of itself, affect any rights of the Shareholders or the Company’s daily business operation and its financial position. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the change of the English name and the Company’s Chinese Name becoming effective, continue to be effective and as documents of title to the Shares of the Company and will remain valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates for new share certificates bearing the new name of the Company. Upon the Proposed Change of Company Name becoming effective, new share certificates of the Company will be issued under such new names of the Company.

The Company will make further announcement(s) on the results of the EGM, the effective dates of the change of the English name of the Company and the Company’s Chinese Name, the new English and Chinese stock short names of the Company under which Shares of the Company will be traded on the Stock Exchange and the new logo and website of the Company as and when appropriate.

EGM

The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Proposed Change of Company Name. A notice convening the EGM is set out on pages 6 to 7 of this circular.

A proxy form for use at the EGM is enclosed with this circular. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not prevent Shareholders of the Company from attending and voting at the meeting if they so wish.

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LETTER FROM THE BOARD

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any votes of the Shareholders at the general meetings must be taken by poll except where the chairman of the meeting, 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 chairman of the meeting will demand a poll for the resolution put to the vote at the EGM.

RECOMMENDATION

The Board believes that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the special resolution as set out in the notice of EGM.

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.

By Order of the Board Huayi Tencent Entertainment Company Limited ZHAO John Huan

Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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華 誼 騰 訊 娛 樂 有 限 公 司

Huayi Tencent Entertainment Company Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Huayi Tencent Entertainment Company Limited (the ‘‘Company’’) will be held at Suite 3318, 33/F, Jardine House, 1 Connaught Place, Central, Hong Kong on Friday, 5 July 2024 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following special resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained by issuing a certificate of incorporation on change of name, the English name of the Company be changed from ‘‘Huayi Tencent Entertainment Company Limited’’ to ‘‘Hony Media Group’’ and the dual foreign name in Chinese of the Company be changed from ‘‘華誼騰訊娛樂有限公司’’ to ‘‘弘毅文化集團’’ (the ‘‘Change of Company Name’’) and that any one director or officer of the Company be and is hereby authorised to do all such acts and things and execute all such documents as he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

By Order of the board of the directors Huayi Tencent Entertainment Company Limited Raymond HAU Company Secretary

Hong Kong, 19 June 2024.

Notes:

1. The Register of Members of the Company will be temporarily closed from 2 July 2024 to 5 July 2024, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the attendance at the Company’s extraordinary general meeting to be held on Friday, 5 July 2024, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on 28 June 2024.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. The extraordinary general meeting will be held in form of physical meeting. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and vote instead of him/her. A proxy need not be a shareholder of the Company.

2. In order 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 must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

3. Completion and return of the form of proxy will not preclude members from attending and voting at the aforesaid meeting and in such event, the form of proxy will be deemed to be revoked.

4. In case the extraordinary general meeting (or any adjournment thereof) is anticipated to be affected by black rainstorms or tropical cyclone with warning signal no.8 or above, shareholders are suggested to visit the Company’s website at www.huayitencent.com and the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk for arrangements of the extraordinary general meeting (or any adjournment thereof).

As at the date hereof, the Board comprises:

Non-executive director: Mr. ZHAO John Huan (Chairman)

Executive directors: Mr. CHENG Wu (Chief Executive Officer), Mr. YUEN Hoi Po (President)

Independent non-executive directors: Mr. YUEN Kin, Mr. CHU Yuguo, Ms. WANG Song Song and Ms. PAN Min

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