Du Du Holdings Limited — Proxy Solicitation & Information Statement 2020

Nov 12, 2020

The 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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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8250)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Silk Road Energy Services Group Limited (the ‘‘Company’’) will be held at Flat B, 10/F, E168, 166–168 Des Voeux Road Central, Hong Kong on Wednesday, 16 December 2020 at 10: 45 a.m., to consider and, if thought fit, pass the following special resolution (with or without modifications):

SPECIAL RESOLUTION

1. ‘‘THAT

2. a) subject to and conditional upon the fulfilment of all conditions set out in the section headed ‘‘Conditions of the Capital Reorganisation’’ in the circular of the Company dated 13 November 2020 (the ‘‘Circular’’), a copy of which has been tabled at the EGM marked ‘‘A’’ and initialled by the chairman of the EGM for identification purpose, with effect from the date on which those conditions are fulfilled (the ‘‘Effective Date’’):

   • i. the issued share capital of the Company be reduced (the ‘‘Capital Reduction’’) by the cancellation of HK$0.04 paid-up capital on each issued Share such that the par value of each issued Share will be reduced from HK$0.05 to HK$0.01 (each a ‘‘New Share’’);

   • ii. upon the Capital Reduction becoming effective, the entire amount standing to the credit of the share premium account of the Company be cancelled (‘‘Share Premium Cancellation’’); and

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• iii. the credit arising from the Capital Reduction and Share Premium Cancellation be applied towards offsetting the accumulated losses of the Company as at the Effective Date, and the balance of credit (if any) be transferred to a distributable reserve account of the Company and be applied for such purposes as permitted by all applicable laws and rules (including the Rules Governing the Listing of Securities on GEM of the Stock Exchange of Hong Kong) and the memorandum and articles of association of the Company and as the directors of the Company (the ‘‘Directors’’) considers appropriate; and

• b) any one or more of the Directors be and is hereby authorised to sign and execute such other documents or supplemental agreements or deeds for and on behalf of the Company, including under the common seal of the Company, where applicable, and to do all such things and take all such actions as he or they may consider necessary, desirable or expedient for the purpose of carrying out or giving effect to or otherwise arising from and/or in connection with Capital Reduction and Share Premium Cancellation.’’

By order of the Board Silk Road Energy Services Group Limited Cai Da Co-Chairman

Hong Kong, 13 November 2020

Registered Office: Head Office and Principal Place of PO Box 309, Business in Hong Kong: Ugland House, Unit 3501, 35th Floor West Tower, South Church Street, Shun Tak Centre, George Town, 168–200 Connaught Road Central, Grand Cayman, KY1-1104, Hong Kong Cayman Islands

Notes:

1. Any member of the Company entitled to attend and vote at the EGM or its adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more shares of the Company, more than one) proxy to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the articles of association. A proxy need not be a member but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.

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1. A form of proxy for use in connection with the EGM is enclosed. If you are not able to attend and vote at the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or its adjournment should he/she/it so wish. In such event, the form of proxy shall be deemed to be revoked.

2. In order to be valid, the form of proxy together with the power of attorney, if any, under which it is signed, or a notarially certified copy of such power or authority must be lodged at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the EGM (i.e. by 10: 45 a.m. on 14 December 2020, Hong Kong time) or any adjournment thereof.

3. Where there are joint holders of any Share, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such Share as if he/she/it was solely entitled thereto; but should more than one of such joint holders be present at the EGM in person or by proxy, that one of the said joint holders so present whose name stands first on the register of members in respect of such Share(s) shall alone be entitled to vote in respect thereof.

4. The Hong Kong register of members of the Company will be closed from Friday, 11 December 2020 to Wednesday, 16 December 2020 (both dates inclusive) for the purposes of determining the entitlements of the members of the Company to attend and vote at the EGM. No transfer of the shares of the Company may be registered during the said period. The record date for determining the aforesaid entitlements is 16 December 2020. In order to qualify for the aforesaid entitlements, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, by no later than 4: 30 p.m. on Thursday, 10 December 2020.

5. In compliance with Rule 17.47(4) of the GEM Listing Rules, voting on the proposed special resolution set out in the notice will be taken by a poll.

6. If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 12: 00 noon on the date of the EGM and/or the Hong Kong Observatory has announced at or before 12: 00 noon on the date of the EGM that either of the above mentioned warnings is to be issued within the next two hours, the EGM will be adjourned. The Company will publish an announcement to notify Shareholders of the date, time and place of the adjourned EGM.

7. The EGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force. Shareholders of the Company should decide on their own whether they would attend the EGM under bad weather conditions bearing in mind their own situation.

As at the date of this announcement, the Board of the Company, comprises (i) five executive directors namely, Mr. Cai Da, Mr. Li Xianghong, Mr. Chen Youhua, Mr. Li Wai Hung and Mr. Wang Tong Tong; and (ii) four independent non-executive directors namely, Ms. Wong Na Na, Mr. Wang Zhixiang, Ms. Feng Jibei and Mr. Chen Xier.

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This announcement, for which all the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 in this announcement misleading.

This announcement will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at http://www.hkgem.com for at least seven (7) days from the date of its publication and is available for reference on the website of the Company at http://www.silkroadenergy.com.hk.

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