CROSSTEC Group Holdings Limited — Proxy Solicitation & Information Statement 2017

Sep 28, 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.

CROSSTEC Group Holdings Limited 易緯集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3893)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ Meeting ”) of CROSSTEC Group Holdings Limited (“ Company ”) will be held at 7/F., Tower One, Lippo Centre, 89 Queensway, Hong Kong on Friday, 20 October 2017 at 10:00 a.m. to consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the master services agreement dated 11 August 2017 (the “ Master Services Agreement ”) entered into between CROSSTEC International Limited, an indirect wholly-owned subsidiary of the Company, (contracting for itself and all other members of the Company and its subsidiaries (the “ Group ”)) as service provider and Mr. Lee Wai Sang (“ Mr. Lee ”) (contracting for all companies owned or controlled by Mr. Lee from time to time including all companies which become associates of Mr. Lee after the date of and during the subsistence of the Master Services Agreement, except for the Group, which are mainly engaged in the operation of restaurants, without engaged in business which may compete directly or indirectly with the core business of the Group (the “ Lee Group ”)) as service recipient for the provision of the services as described in the Master Services Agreement by the Group for the restaurants of Lee Group in Hong Kong (a copy of which is tabled at the Meeting marked “A” and initialed by the chairman of the Meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

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• (b) the Annual Caps (as defined and detailed in the circular of the Company dated 29 September 2017) for the three years ending 30 June 2020 as contemplated under the Master Services Agreement be and are hereby approved; and

• (c) any one of the directors of the Company be hereby authorised to do all such acts and things and execute such documents (with or without the affixation of the common seal of the Company but to be countersigned by another director of the Company if it is required to affix the common seal of the Company thereto) and take all steps which, in his opinion deemed necessary, desirable or expedient to implement and/or effect the transactions contemplated under the Master Services Agreement for and on behalf of the Company.”

On behalf of the Board CROSSTEC Group Holdings Limited Lau King Lok Company Secretary

Hong Kong, 29 September 2017

Principal place of business in Hong Kong: 20th Floor 625 King’s Road North Point Hong Kong

Notes:

1. A member entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed, or a certified copy of that power or authority, at the office of the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 10:00 a.m. on Wednesday, 18 October 2017 or not less than 48 hours before the time for holding any adjourned meeting.

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1. In order to ascertain the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Monday, 16 October 2017 to Friday, 20 October 2017, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the Meeting, all transfer of shares accompanied by the relevant shares certificate(s) must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 13 October 2017.

2. Where there are joint holders of any share, any one of such joint holders may vote, either in person 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 any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

3. The resolution as set out in this notice to be put to vote at the Meeting will be decided by way of poll as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

As at the date hereof, the board of directors of the Company comprises Mr. Lee Wai Sang (Chairman and Chief Executive Officer), Mr. Lau King Lok, Mr. Leung Pak Yin and Mr. Lai Hon Lam Carman as executive directors of the Company; and Mr. So Chi Hang, Mr. Lau Lap Yan John and Mr. Heng Ching Kuen Franklin as independent non-executive directors of the Company.

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