Geotech Holdings Ltd. — Proxy Solicitation & Information Statement 2025

Apr 24, 2025

1st Proof (2) APP File: E251987A_Geotech (AGM) 22nd April 2025 06:09 Staff No. R28 {FT} P. 1

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.

Geotech Holdings Ltd.

致浩達控股有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1707)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the “Meeting”) of Geotech Holdings Ltd. (the “Company”) will be held at Units 5906–5912, 59/F, The Center, 99 Queen’s Rd Central, Central, HK on Wednesday, 25 June 2025 at 2:30 p.m., for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Director(s)”) and independent auditor of the Company for the year ended 31 December 2024.

2. (i) To re-elect Mr. Chen Zhi as an executive Director;
   (ii) To re-elect Mr. Wei Weizhan as an executive Director;
   (iii) To re-elect Ms. Yip Wai Ching as an independent non-executive Director; and
   (iv) To authorise the Directors to fix the remuneration of the Directors.

3. To re-appoint Grant Thornton Hong Kong Limited as auditor of the Company and to authorise the Directors to fix their remuneration.

To consider and, if thought fit, pass the following as ordinary resolutions (with or without modification):

1. “THAT:

(a) subject to paragraph (c) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (the “Shares”), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;”

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1st Proof (2) APP File: E251987A_Geotech (AGM) 22nd April 2025 06:09 Staff No. R28 {FT} P. 2

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the second amended and restated memorandum and articles of association (the “Articles”) of the Company; shall not exceed 20% of the total number of Shares (excluding any treasury shares) in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company; or

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or

(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).

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1st Proof (2) APP File: E251987A_Geotech (AGM) 22nd April 2025 06:09 Staff No. R28 {FT} P. 3

5. "THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the total number of Shares to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares (excluding any treasury shares) in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company; or

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or

(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

1. "THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the additional thereto of an amount representing the total number of Shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of Shares (excluding any treasury shares) in issue as at the date of passing of this resolution."

By Order of the Board

Geotech Holdings Ltd.

Chen Zhi

Chairman and executive Director

Hong Kong, 25 April 2025

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1st Proof (2) APP File: E251987A_Geotech (AGM) 22nd April 2025 06:09 Staff No. R28 {FT} P. 4

Registered Office:
Windward 3
Regatta Office Park
P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands

Principal place of business
in Hong Kong:
Unit 706-708, 7th Floor
Tower II, Metroplaza
223 Hing Fong Road
Kwai Chung, New Territories
Hong Kong

Notes:

1. The record date for determining the entitlement of the Shareholders to attend and vote at the meeting will be Monday, 23 June 2025. To be eligible to attend and vote at the meeting, all transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m., Monday, 23 June 2025.
2. Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.
3. Where there are joint registered holders of any Share, anyone of such persons may vote at the Meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register in respect of such Shares shall alone be entitled to vote in respect thereof.
4. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorised, and must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time appointed for holding of the Meeting.
5. 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 Meeting and/or the Hong Kong Observatory has announced at or before 12:00 noon on the date of the Meeting that either of the above mentioned warnings is to be issued within the next two hours, the Meeting may be adjourned in accordance with the articles of association of the Company. The Company will publish an announcement to notify Shareholders of the date, time and place of the adjourned Meeting.
6. In the event of any inconsistency, the English version shall prevail.

As at the date of this notice, the Board comprises Mr. Chen Zhi as chairman and executive Director, Mr. Wei Weizhan as executive Director and Mr. Chan Tsang Mo, Mr. Shen Zejing and Ms. Yip Wai Ching as independent non-executive Directors.