Du Du Holdings Limited — Proxy Solicitation & Information Statement 2023

Mar 23, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Silk Road Energy Services Group Limited, you should at once hand this circular and form of proxy enclosed herein to the purchaser or transferee, or to the bank or 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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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8250)

PROPOSED SHARE CONSOLIDATION AND

PROPOSED CHANGE IN BOARD LOT SIZE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at 16/F, Sing-Ho Finance Building, 166-168 Gloucester Road, Hong Kong on Wednesday, 26 April 2023 at 11:00 a.m. is set out on pages 13 to 15 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof to the office of the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

24 March 2023

CONTENTS

	Page
CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
CHARACTERISTICS OF GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Exchange.

Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– ii –

DEFINITIONS

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

• ‘‘Board’’

the board of Directors

• ‘‘Business Day’’

• a day (other than a Saturday, Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted, ‘‘extreme condition’’ caused by super typhoons or on which a ‘‘black’’ rainstorm warning is issued between 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• ‘‘CCASS’’

• the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘CCASS Operational Procedures’’

• the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as amended from time to time

• ‘‘Change in Board Lot Size’’

• the change in board lot size of the Shares for trading on the Stock Exchange from 20,000 Existing Shares to 10,000 Consolidated Shares

• ‘‘Company’’

• Silk Road Energy Services Group Limited, a company incorporated in the Cayman Islands and the issued shares of which are listed on GEM (stock code: 8250)

• ‘‘Consolidated Share(s)’’

• ordinary share(s) of par value of HK$0.2 each in the share capital of the Company upon the Share Consolidation becoming effective

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘EGM’’

• the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and approve, among other things, the Share Consolidation

• ‘‘Existing Share(s)’’

ordinary share(s) of par value of HK$0.01 each in the existing share capital of the Company before the Share Consolidation becoming effective

• ‘‘GEM’’

the GEM of the Stock Exchange

– 1 –

DEFINITIONS

• ‘‘GEM Listing Committee’’

the GEM listing sub-committee of the board of directors of the Stock Exchange

• ‘‘GEM Listing Rules’’

the Rules Governing the Listing of Securities on GEM

• ‘‘General Rules of CCASS’’

the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong

• ‘‘HKSCC’’

• Hong Kong Securities Clearing Company Limited

• ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date ‘‘

20 March 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Registrar’’

• Computershare Hong Kong Investor Services Limited, the branch share registrar and transfer office in Hong Kong of the Company

• ‘‘Share(s)’’ the Existing Share(s) or as the context may require, the Consolidated Share(s)

• ‘‘Share Consolidation’’

the proposed consolidation of every twenty (20) issued and unissued Existing Shares in the share capital of the Company into one (1) Consolidated Share in the share capital of the Company

• ‘‘Shareholder(s)’’

holder(s) of the Share(s)

• ‘‘Share Option(s)’’

• the option(s) to subscribe for new Shares granted under the Share Option Scheme

• ‘‘Share Option Scheme’’

the share option scheme adopted by the Company on 12 December 2014

• ‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

• ‘‘%’’

per cent

– 2 –

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation is set out below which is indicative only. The timetable is subject to the results of the EGM and other changes which may arise. The Company will notify the Shareholders of any significant changes to the expected timetable by way of announcement(s) as and when appropriate.

Event

Time and Date

2023 Despatch date of circular with notice of the EGM. . . . . . . . . . . . . . . . . . . Friday, 24 March Latest date and time for lodging transfer documents in order to qualify for attendance and voting at the EGM. . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 20 April Closure of register of members for the entitlement to attend and vote at the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 21 April to Wednesday, 26 April (both days inclusive) Latest date and time for lodging forms of proxy for the EGM. . . . . . . . . . . . . . 11:00 a.m. on Monday, 24 April Record date for attendance and voting at the EGM. . . . . . . . . . . . . . . . Wednesday, 26 April Date and time of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday, 26 April Publication of the announcement of voting results of the EGM. . . . . . . . . Wednesday, 26 April

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation:

Effective date of the Share Consolidation.	. . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 April
First day for free exchange of existing share
certificates for new share certificates for
the Consolidated Shares commences. . .	. . . . . . . . . . . . . . . . . . . . . . . . Friday, 28 April
Dealings in Consolidated Shares commence. . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Friday, 28 April

– 3 –

EXPECTED TIMETABLE

Original counter for trading in the Existing Shares
in board lots of 20,000 Existing Shares
(in the form of existing share certificates
in pink colour) temporarily closes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Friday, 28 April
Temporary counter for trading in the Consolidated
Shares in board lots of 1,000 Consolidated Shares
(in the form of existing share certificates
in pink colour) opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Friday, 28 April
Original counter for trading in the Consolidated
Shares in new board lots of 10,000 Consolidated
Shares (in the form of new share certificates
in orange colour) re-opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Monday, 15 May
Parallel trading in the Consolidated Shares
(in the form of new share certificates in
orange colour and existing share certificates
in pink colour) commences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Monday, 15 May
Designated broker starts to stand in the market to
provide matching services for odd lots of
the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
	Monday, 15 May
Designated broker ceases to stand in the market
to provide matching services for odd lots of
the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on
	Monday, 5 June
Temporary counter for trading in the Consolidated
Shares in board lots of 1,000 Consolidated Shares
(in the form of existing share certificates
in pink colour) closes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on
	Monday, 5 June
Parallel trading in the Consolidated Shares
(in form of new share certificates in orange
colour and existing share certificates in pink colour) ends.	. . . . . . . . . . . . . . 4:10 p.m. on
	Monday, 5 June

– 4 –

EXPECTED TIMETABLE

Last day for free exchange of existing share

certificates for new share certificates for the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesay, 7 June

Notes:

• (1) All times and dates in this circular refer to Hong Kong local times and dates.

• (2) The dates or deadlines specified in this circular are subject to the satisfaction of all the conditions of the Share Consolidation and are therefore indicative only. Any subsequent changes to the expected timetable will be published or notified to the Shareholders in a separate announcement as and when appropriate.

– 5 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8250)

Executive Directors: Mr. CAI Da (Chairman) Mr. Li Wai Hung Mr. WANG Tong Tong Independent Non-executive Directors: Ms. WONG Na Na Mr. CHEN Xier Mr. HUANG Tianhua Ms. LEI Ming

Registered office: PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands Principal Place of Business in Hong Kong: 16/F, Sing-Ho Finance Building, 166-168 Gloucester Road, Hong Kong 24 March 2023

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND PROPOSED CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 8 March 2023 regarding the proposed Share Consolidation and Change in Board Lot Size. The purpose of this circular is to provide you with, among other things, (i) further details of the proposed Share Consolidation and the Change in Board Lot Size; and (ii) the notice of the EGM.

– 6 –

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every twenty (20) Existing Shares of par value of HK$0.01 each in the issued and unissued share capital of the Company be consolidated into one (1) Consolidated Share of par value of HK$0.2 each.

Effect of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$1,500,000,000 divided into 150,000,000,000 Shares of par value of HK$0.01 each, and there are 7,492,562,338 Existing Shares in issue which are fully paid or credited as fully paid.

Assuming no further Existing Shares will be issued between the Latest Practicable Date up to the date of the EGM, upon the Share Consolidation becoming effective, there will be 374,628,116 Consolidated Shares in issue which are fully paid or credited as fully paid. The authorised share capital of the Company will remain at HK$1,500,000,000 but will be divided into 7,500,000,000 Consolidated Shares of par value of HK$0.2 each.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

As at the Latest Practicable Date, the Company does not have any other derivatives, options, warrants, other securities or conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Company.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions being fulfilled:

• (i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;

• (ii) the GEM Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and;

• (iii) the compliance with all relevant procedures and requirements under the applicable laws of the Cayman Islands and the GEM Listing Rules to effect the Share Consolidation.

– 7 –

LETTER FROM THE BOARD

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Friday, 28 April 2023, being the second Business Day after the EGM.

As at the Latest Practicable Date, none of the conditions above had been fulfilled.

Application for Listing of the Consolidated Shares

An application will be made by the Company to the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective and the Consolidated Shares which may be issued pursuant to the exercise of the Share Options which may be granted under the Share Option Scheme.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lots of 20,000 Existing Shares. It is proposed that, subject to and conditional upon the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange be changed from 20,000 Existing Shares to 10,000 Consolidated Shares.

Based on the closing price of HK$0.014 per Existing Share as quoted on the Stock Exchange as at the Latest Practicable Date, (i) the estimated market value of each board lot of 20,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$5,600; and (ii) the estimated market value of each board lot of 10,000 Consolidated Shares, assuming the Change of Board Lot had also been effective, would be HK$2,800.

– 8 –

LETTER FROM THE BOARD

The Change in Board Lot Size will not result in any change in the relative rights of the Shareholders.

OTHER ARRANGEMENTS

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Odd lot arrangement and matching service

To facilitate the trading of odd lots of the Consolidated Shares, the Company has appointed Dongxing Securities (Hong Kong) Company Limited as its designated broker to provide matching services, on a best effort basis regarding the sale and purchase of odd lots of consolidated Shares from 9:00 a.m. on Monday, 15 May 2023 to 4:00 p.m. on Monday, 5 June 2023 (both days inclusive). Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares should contact Mr. Chan Ka Jin, Raymond of Dongxing Securities (Hong Kong) Company Limited at 6805-06A, 68/F, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong (telephone number: (852) 26555111) during the office hours of such period.

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Shareholders or potential investors should note that (i) odd lots will be created after the Share Consolidation and the Change in Board Lot Size; (ii) odd lots arrangements do not guarantee successful matching of all odd lots at the relevant market price; and (iii) odd lots might be sold below the market price in the market.

Exchange of certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, Shareholders may on or after Friday, 28 April 2023 and until Wednesday, 7 June 2023 (both days inclusive), submit their existing share certificates for the Existing Shares in pink colour to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for exchange for new share certificates for the Consolidated Shares in orange colour at the expense of the Company.

– 9 –

LETTER FROM THE BOARD

Shareholders should note that after the prescribed time for free exchange of new share certificates, a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the share registrar for each share certificate for the Existing Shares cancelled or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher.

The existing share certificates will only be valid for deliver, trading and settlement purposes for the period up to 4:10 p.m. on Monday, 5 June 2023, and thereafter will not be accepted for delivery, trading and settlement purposes. However, the existing share certificates will continue to be good evidence of title to the Consolidated Shares on the basis of twenty (20) Existing Shares for one (1) Consolidated Share. The new share certificates for the Consolidated Shares will be issued in orange colour in order to distinguish them from the share certificate for the Existing Shares which are in pink colour.

REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. The ‘‘Guide on Trading Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 1 October 2020 has further stated that (i) market price of the securities at a level less than HK$0.1 will be considered as approaching the extremities of HK$0.01 as referred to Rule 17.76 of the GEM Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.

Based on the closing price of the Existing Shares of HK$0.014 on the Latest Practicable Date and the board lot size of 20,000 Existing Shares, the board lot value of the Existing Shares is HK$280 The Board considers that after the Share Consolidation and the Change in Board Lot Size became effective, the estimated board lot size value will be HK$2,800. This will enable the Company to comply with the trading requirements under the GEM Listing Rules and reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction cost for each securities trade. With a corresponding upward adjustment in the trading price of the Consolidated Shares, the Board believes that the Share Consolidation will make investing in the Shares more attractive to a broader range of investors, and therefore further broaden the shareholder base of the Company.

– 10 –

LETTER FROM THE BOARD

Notwithstanding the costs incurred by the Company for the implementation of the Share Consolidation and the Change in Board Lot Size and the creation of odd lots to the Shareholders, the Board considers that the Share Consolidation and Change in Board Lot Size are justifiable in view of the above reasons. Accordingly, the Board is of the view that the Share Consolidation and the Change in Board Lot Size are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has no current plans for, or intention to conduct, any other corporate actions (such as share consolidation, sub-division or change in board lot size) in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company does not have any current plan to conduct any fund raising activities in the next 12 months.

EGM

The EGM will be held at 16/F, Sing-Ho Finance Building, 166-168 Gloucester Road, Hong Kong on Wednesday, 26 April 2023 at 11:00 a.m. for the Shareholders to consider and, if thought fit, pass the ordinary resolution for approving the Share Consolidation. The resolution approving the Share Consolidation will be conducted by way of poll at the EGM and an announcement on the results of the EGM will be made by the Company after the EGM. The notice of the EGM is set out on pages 13 to 15 of this circular.

To the best knowledge, information and belief of the Directors, no Shareholder has a material interest in the Share Consolidation and is required to abstain from voting on the resolution for approving the Share Consolidation at the EGM.

A form of proxy for use by the Shareholders at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting should you so wish.

– 11 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

To ascertain the eligibility of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 21 April 2023 to Wednesday, 26 April 2023 (both days inclusive), during which period no transfer of Shares will be registered. The record date for determining the entitlements of the Shareholders to attend and vote at the EGM is Wednesday, 26 April 2023. In order to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. (Hong Kong time) on Thursday, 20 April 2023.

GENERAL

None of the Directors, the controlling shareholder (as defined under the GEM Listing Rules) of the Company and their respective close associates (as defined under the GEM Listing Rules) are considered to have an interest in a business which competes or may compete with the business of the Group and there is no conflicts of interest which the Directors, the controlling shareholder (as defined under the GEM Listing Rules) of the Company and their respective close associates (As defined under the GEM Listing Rules) have or may with the Group.

RECOMMENDATIOAN

The Directors consider that the proposed resolution in relation to the Share Consolidation to be put forward at the EGM is in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Share Consolidation.

RESPONSIBILITY STATEMENT

This circular, for which 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 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.

Yours faithfully, By order of the Board

Silk Road Energy Services Group Limited Cai Da

Chairman

– 12 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8250)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Silk Road Energy Services Group Limited (the ‘‘Company’’) will be held at 16/F, Sing-Ho Finance Building, 166-168 Gloucester Road, Hong Kong on Wednesday, 26 April 2023 at 11:00 a.m., to consider and, if thought fit, pass the following resolution of the Company (with or without modification) as ordinary resolution:

ORDINARY RESOLUTION

1. ‘‘THAT subject to and conditional upon (i) the granting of approval by the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) of the listing of, and permission to deal in, the Consolidated Shares (as defined below); and (ii) compliance with the relevant procedures and requirements under the applicable laws of Cayman Islands and the Rules Governing the Listing of Securities on GEM of the Stock Exchange to effect the Share Consolidation (as defined below), with effect from the second business day immediately following the date on which this resolution is passed or the aforesaid conditions are fulfilled (whichever is later):

2. (a) every twenty (20) issued and unissued ordinary shares of par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) consolidated share (each a ‘‘Consolidated Share’’) of par value of HK$0.2 each (the ‘‘Share Consolidation’’), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the memorandum and articles of association of the Company;

– 13 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (b) the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation be and is hereby rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation (if applicable);

• (c) immediately following the Share Consolidation, the authorised share capital of the Company be changed from HK$1,500,000,000 divided into 150,000,000,000 ordinary shares of par value of HK$0.01 each to HK$1,500,000,000 divided into 7,500,000,000 ordinary shares of par value of HK$0.2 each; and

• (d) any one or more of the Directors be and is hereby authorised to do all such acts and things and execute all such documents for and on behalf of the Company, including under the common seal of the Company, where applicable, 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 the Share Consolidation.’’

By order of the Board

Silk Road Energy Services Group Limited Cai Da

Chairman

Hong Kong, 24 March 2023

Registered Office: PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands

Head Office and Principal Place of Business in Hong Kong: 16/F, Sing-Ho Finance Building, 166-168 Gloucester Road, Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A shareholder of the Company (‘‘Shareholder’’) entitled to attend and vote at the Meeting convened by the above notice 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 needs not be a shareholder of the Company but must be present in person at the Meeting to represent the Shareholder. 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. To ascertain the eligibility of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 21 April 2023 to Wednesday, 26 April 2023 (both days inclusive), during which period no transfer of Shares will be registered. The record date for determining the entitlements of the Shareholders to attend and vote at the EGM is Wednesday, 26 April 2023. In order to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. (Hong Kong time) on Thursday, 20 April 2023.

3. To be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, 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 appointed for holding the Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the Meeting or any adjournment thereof should he/she/it so wish.

4. As required under the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited, the above resolutions will be voted by way of poll.

5. Completion and delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the Meeting or any adjournment thereof if they so wish and in such event, such form of proxy shall be deemed to be revoked.

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