Ciprun Technology Holdings Company Limited — Proxy Solicitation & Information Statement 2017

Oct 27, 2017

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.

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CYBERNAUT INTERNATIONAL HOLDINGS COMPANY LIMITED 賽伯樂國際控股有限公司

(formerly known as Sinoref Holdings Limited)

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1020)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Cybernaut International Holdings Company Limited (the “ Company ”) will be held on Thursday, 16 November 2017 at 11 a.m. at 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, for the purpose of considering and, if thought fit, passing with or without amendments, the following ordinary resolutions:

ORDINARY RESOLUTIONS

“ THAT

• (1) the sale and purchase agreement dated 26 July 2017 (the “ Sale and Purchase Agreement ”, a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purposes of identification), entered into between Cybernaut Education Limited as vendor (the “ Vendor ”), the Company as purchaser and Mr. Zhu Min as guarantor in relation to the sale and purchase of 50,000 shares of US$0.01 each of Cybernaut Technology International Limited, a company incorporated in the British Virgin Islands with limited liability, and the transactions contemplated thereunder be approved, confirmed and ratified, as the case may be, and any one or more of the directors (the “ Directors ”) of the Company be authorised, for and on behalf of the Company, to take all steps necessary or expedient in his/their opinion to approve and implement and/or give effect to the Sale and Purchase Agreement and the transactions contemplated thereunder, including, among other things, to sign and deliver for and on behalf of the Company or its relevant subsidiary any and all documents necessary or desirable for giving effect to such agreements, or making non-material amendments thereto but including the authority to waive any conditions (save where they are stated not capable of being waived) and the authority to amend the time by which completions of such agreements are to take place; and

• (2) the Management Services Agreement, the Equity Pledge Agreement, the Loan Agreement, the Irrevocable Option Agreement, the Power of Attorney, the Undertaking Letters and the Declaration Letters (each defined in the Company’s circular dated 27 October 2017) all dated 31 August 2017 (as amended by the supplemental letter/agreements dated 25 September 2017) (collectively, the “ VIE Agreements ”) (a copy of the VIE Agreements has been produced to the EGM

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marked “B” and signed by the chairman of the EGM for the purpose of identification), and the transactions contemplated thereunder be approved, confirmed and ratified, as the case may be, and any one or more of the Directors be authorised, for and on behalf of the Company, to take all steps necessary or expedient in his/their opinion to approve and implement and/or give effect to the VIE Agreements and the transactions contemplated thereunder, including, among other things, to sign and deliver for and on behalf of the Company or its relevant subsidiary any and all documents necessary or desirable for giving effect to such agreements, or making non-material amendments thereto but including the authority to waive any conditions (save where they are stated not capable of being waived) and the authority to amend the time by which completions of such agreements are to take place.”

By order of the Board Cybernaut International Holdings Company Limited Mr. Zhu Min Chairman

Hong Kong, 27 October 2017

Registered office:

Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1 – 1111 Cayman Islands

Principal place of business

in Hong Kong: Unit 1002, AXA Centre 151 Gloucester Road Wanchai Hong Kong

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her/its behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon.

3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than Tuesday, 14 November 2017 at 11:00 a.m. (Hong Kong time).

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1. Completion and return of a proxy form shall not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the proxy form appointing a proxy shall be deemed to be revoked.

2. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the Meeting will be Friday, 10 November 2017. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:00 p.m. on Friday, 10 November 2017.

As at the date of this notice, the executive Directors are Mr. Zhu Min, Mr. Gao Xiang, Mr. Lu Yongchao, Mr. Xu Yejun and Mr. Sin Kwok Wai Ronald; the non-executive Directors are Mr. Chow Chi Wa and Ms. Yip Sum Yu, and the independent non-executive Directors are Mr. Cao Ke, Mr. Tong Yiu On and Mr. Li Yik Sang.

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