Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2024

Aug 30, 2024

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.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Glory Sun Land Group Limited (the “ Company ”) will be held at 35/F., Dah Sing Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong on Friday, 20 September 2024 at 11:00 a.m. for the purpose of considering, and if thought fit, passing with or without modification the following resolution:

ORDINARY RESOLUTION

“ THAT :

• (i) the second supplemental agreement (the “ Second Supplemental Agreement ”) dated 31 July 2024 entered into between Shenzhen Baokai Investment Holding Company Limited* (深圳寶開 投資控股有限公司), an indirect wholly-owned subsidiary of Renze Harvest International Limited (中澤豐國際有限公司) (“ RHIL ”, together with its subsidiaries, the “ RHIL Group ”), as purchaser (the “ Purchaser ”) and Shenzhen Hong Jia Xin Technology Limited* (深圳宏佳新 科技有限公司), an indirect non-wholly owned subsidiary of the Company, as vendor (the “ Vendor ”) (a copy of which has been produced at the EGM and marked “A” and initialled by the chairman of the EGM for the purpose of identification) in relation to, among other matters, the amendments made to certain terms and conditions of the conditional sale and purchase agreement dated 19 October 2022 entered into between the Purchaser and the Vendor in respect of the proposed acquisition of the equity interest of Shantou Taisheng Technology Limited* (汕 頭市泰盛科技有限公司) (a copy of which has been produced at the EGM and marked “B” and initialled by the chairman of the EGM for the purpose of identification), and the transactions contemplated thereunder, be and are hereby approved, ratified and confirmed;

• (ii) the provision of financial assistance by the Company to RHIL Group arising from, and in connection with, the deferment of settlement of part of the consideration under the Second Supplemental Agreement by RHIL Group; and

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• (iii) any one Director (or any two Directors if the affixing of the common seal of the Company is necessary) be and is/are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as he/she/they may, in his/her/their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the Second Supplemental Agreement and the transactions contemplated thereunder and the implementation thereof, including, without limitation, the affixing of common seal of the Company thereon.”

By order of the Board of Glory Sun Land Group Limited Fong Ching Kong

Executive Director and Company Secretary

Hong Kong, 30 August 2024

* For identification purposes only

Registered Office: Head office and principal place of business Cricket Square, Hutchins Drive in Hong Kong: P.O. Box 2681 Unit 1002, 10th Floor Grand Cayman, KY1-1111 Silvercord Tower 1 Cayman Islands 30 Canton Road Tsim Sha Tsui, Kowloon Hong Kong

Notes:

1. A shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxy(ies) (if he/she/it is the holder of two or more shares) to attend and, on a poll, vote instead of him/ her/it at the EGM that the appointment shall specify the number and class of shares in respect of which such proxy is so appointed. A proxy need not be a shareholder of the Company.

2. In order 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 certified copy of such power or authority, must be lodged with the Company’s branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be).

3. Completion and return of a form of proxy will not preclude a member of the Company from attending and voting in person at the EGM or at any adjournment thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

4. Where there are joint registered 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/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of that share shall be accepted to the exclusion of the votes of the other registered holders.

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1. The register of members of the Company will be closed from Monday, 16 September 2024 to Friday, 20 September 2024, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the EGM, all completed share transfer forms, accompanied by the relevant certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 13 September 2024.

As at the date of this notice, the Board comprises two executive Directors, namely Mr. John Edward Hunt and Mr. Fong Ching Kong; one non-executive Director, namely, Ms. Zhan Yushan; and three independent non-executive Directors, namely Ms. Tan Xinyan, Mr. Shi Fazhen and Mr. Huang Shubo.

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