Courage Investment Group Limited — Proxy Solicitation & Information Statement 2021

Sep 28, 2021

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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COURAGE INVESTMENT GROUP LIMITED

(Incorporated in Bermuda with limited liability) (Hong Kong Stock Code: 1145)

(Singapore Stock Code: CIN)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the “SGM”) of Courage Investment Group Limited (the “Company”) will be held at Unit 1603-04, 16/F., Causeway Bay Plaza One, 489 Hennessy Road, Causeway Bay, Hong Kong on Wednesday, 20 October 2021 at 3:00 p.m. for the purposes to consider and, if thought fit, pass the following resolution:

ORDINARY RESOLUTION

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

“ THAT:

subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited the listing of and permission to deal in the shares of the Company (the “Shares”) which may fall to be allotted and issued pursuant to the exercise of any options granted under the share option scheme (the “Share Option Scheme”) adopted by the Company by way of shareholders’ resolution on 28 June 2017 subject to the Refreshed Limit (as hereinafter defined),

• (i) the refreshment of the existing limit in respect of the grant of options to subscribe for Shares under the Share Option Scheme and any other share option scheme(s) of the Company be and is hereby approved provided that the aggregate number of Shares which may be allotted and issued pursuant to the exercise of options to be granted under the Share Option Scheme and any other share option scheme(s) of the Company shall not exceed 10% of the total number of Shares in issue as at the date of passing of this resolution (the “Refreshed Limit”); and

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• (ii) that the directors of the Company be and are hereby authorised to grant options up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with Shares under the Refreshed Limit pursuant to the exercise of such options.”

By Order of the Board Courage Investment Group Limited Dr. Feng Xiaogang Chairman

Hong Kong and Singapore, 29 September 2021

Principal place of business in Hong Kong: Room 2113, 21st Floor Great Eagle Centre 23 Harbour Road Wanchai Hong Kong

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Notes:

1. A shareholder of the Company (the “Shareholder”) entitled to attend and vote at the SGM and who holds two or more shares of the Company is entitled to appoint not more than two proxies to attend and vote on his/her/its behalf provided that if the Shareholder is The Central Depository (Pte) Limited (“CDP”) or a clearing house (or its nominee(s)), CDP or the clearing house (or its nominee(s)) (as the case may be) may appoint more than two proxies to attend and vote at the SGM and each proxy shall be entitled to exercise the same powers on behalf of CDP or the clearing house (or its nominees) could exercise. A proxy need not be a Shareholder of the Company. The appointment of a proxy by a Shareholder does not preclude him/her/it from attending and voting in person at the SGM or any adjourned meeting (as the case may be) if he/she/it so wishes and in such event, the instrument appointing the proxy shall be deemed to be revoked.

2. A Shareholder in Hong Kong who wishes to appoint a proxy should complete the Hong Kong Proxy Form as enclosed with the circular of the Company dated 29 September 2021 (the “Hong Kong Proxy Form”). Thereafter, the Hong Kong Proxy Form must be lodged at the office of the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding of the SGM or any adjourned meeting (as the case may be).

3. A Shareholder in Singapore who wishes to appoint a proxy should complete the Singapore Proxy Form as enclosed with the circular of the Company dated 29 September 2021 (the “Singapore Proxy Form”). Thereafter, the Singapore Proxy Form must be lodged at the office of the Company’s Singapore share transfer agent, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 or by email to RSVP@boardroomlimited.com, not less than 48 hours before the time appointed for holding of the SGM or any adjourned meeting (as the case may be).

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1. For the avoidance of doubt, the Singapore Proxy Form should not be used by depositors who hold shares through an account with the CDP (the “Depositor(s)”). Depositors who wish to attend and vote at the SGM should refer to paragraph 5 below.

2. (i) A Depositor which is a corporation or (ii) an individual Depositor who wishes to appoint a proxy, should complete, sign and return the Depositor Proxy Form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to arrive the office of the Company’s Singapore share transfer agent, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 or by email to RSVP@boardroomlimited.com, not less than 48 hours before the time appointed for holding of the SGM or any adjourned meeting (as the case may be).

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or by his/her/its attorney duly authorised in writing. If a Shareholder or Depositor is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly authorised officer or attorney.

4. For Shareholders in Hong Kong, in order to be eligible to attend and vote at the SGM, all unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 13 October 2021.

5. Where there are joint holders of any share(s), any one of such joint holders may vote, either in person or by proxy, in respect of such share(s) as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the SGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the share(s) shall be accepted to the exclusion of the votes of the other registered holders.

6. In the event of inconsistency, the English text of this notice shall prevail over the Chinese text.

ALTERNATIVE ARRANGEMENTS FOR PARTICIPATION BY SHAREHOLDERS OR DEPOSITORS IN SINGAPORE AT THE SGM

• a. In light of the COVID-19 situation in Singapore, the Company will not be holding a video conference of the SGM in Singapore on 20 October 2021. Shareholders/Depositors in Singapore may participate in the SGM by: (a) observing and/or listening to the SGM proceedings via live audio-visual webcast or live audio-only stream; (b) submitting questions in advance of the SGM; and (c) appointing the Chairman of the SGM as proxy to attend, speak and vote on their behalf at the SGM. Shareholders/Depositors in Singapore should note that they will not be able to ask questions during the SGM and accordingly, it is important for Shareholders/Depositors to submit their questions by the aforementioned deadline in advance of the SGM.

• b. Shareholders/Depositors in Singapore may watch the SGM proceedings through the SGM live webcast via your mobile phones, tablets or computers. To do so, Shareholders/Depositors will need to submit request by emailing to RSVP@boardroomlimited.com with the following information:

  • (i) Name of Shareholder/Depositor

  • (ii) NRIC/Passport Number (last 4 digits)

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(iii) Mailing Address

• (iv) Contact Number

This is to enable the Company to verify your identity as Shareholders/Depositors in Singapore who are entitled to attend the SGM. Registration must be completed not later than 3:00 p.m. on 18 October 2021, being two (2) days before the time fixed for the SGM. Following the verification, authenticated Shareholders/Depositors will receive an email by 19 October 2021 containing the link, which you can click on to access the webcast of the SGM proceedings. Shareholders/Depositors must not forward the link to other persons who are not Shareholders/Depositors and who are not entitled to attend the SGM proceedings. This is also to avoid any Shareholder/Depositor from being refused access or technical disruptions or overload to the live SGM webcast. Shareholders/Depositors who register not later than 3:00 p.m. on 18 October 2021 but do not receive an email response by 19 October 2021 may contact the Company’s Singapore share transfer agent for assistance at +65 6536 5355 between 11:30 a.m. to 4:00 p.m. or by email to RSVP@boardroomlimited.com.

• c. Shareholders/Depositors in Singapore who may have substantial and relevant questions in relation to any item of the notice of the SGM may submit such questions by emailing to the Company’s designated email address at RSVP@boardroomlimited.com on or before 3:00 p.m. on 18 October 2021. Questions received after 3:00 p.m. on 18 October 2021 or questions not substantial or not relevant to the items stated in the SGM Notice will not be accepted for responses by the Board of Directors (the “Board”) and/or the management. The Board and/or the management will endeavour to address substantial and relevant questions in relation to the resolution to be tabled for approval at the SGM and may decide, at their discretion, which questions to respond to.

• d. Shareholders/Depositors in Singapore who wish to exercise their voting rights at the SGM shall appoint the Chairman of the SGM as their proxy to attend, speak and vote on their behalf at the SGM. In appointing the Chairman of the SGM as proxy, members (whether individuals or corporates) must give specific instructions as to voting, or abstentions from voting, in the form of proxy, failing which the appointment will be treated as invalid.

In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for members to submit completed proxy forms and questions by post, members are strongly encouraged to submit completed proxy forms and questions electronically via email.

Personal Data Privacy:

By (a) submitting an instrument appointing the Chairman of the SGM as proxy to attend, speak and vote at the SGM and/or any adjournment thereof, (b) completing the pre-registration in the manner as aforesaid, or (c) submitting any question prior to the SGM in the manner as aforesaid, a Shareholder/Depositor in Singapore consents to the collection, use and disclosure of the Shareholder/Depositor’s personal data by the Company (or its agents or service providers) for the following purposes:

• a. processing, administration and analysis by the Company (or its agents or service providers) of proxy forms appointing the Chairman of the SGM as proxy for the SGM (including any adjournment thereof);

• b. processing of the pre-registration for the purposes of granting access to Shareholders/Depositors to the live audio-visual webcast or live audio-only stream of the SGM proceedings and providing them with any technical assistance where necessary;

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• c. addressing substantial and relevant questions from Shareholders/Depositors received before the SGM and if necessary, following up with the relevant Shareholders/Depositors in relation to such questions;

• d. preparation and compilation of the attendance lists, proxy lists, minutes and other documents relating to the SGM (including any adjournment thereof); and

• e. enabling the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines.

Shareholders/Depositors in Singapore should also note that the Company may be required to make further changes to its arrangements for the SGM as the situation evolves, and should keep abreast of the Company’s announcements that may be made from time to time on the websites of the Company, The Stock Exchange of Hong Kong Limited and Singapore Exchange Securities Trading Limited.

As at the date of this announcement, the Board comprises three Executive Directors, namely Dr. Feng Xiaogang (Chairman), Ms. Wang Yu and Ms. Sin Pui Ying; and three Independent Non-executive Directors, namely Mr. Zhou Qijin, Mr. Pau Shiu Ming and Mr. Tsao Hoi Ho.

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