Greentech Technology International Limited — Proxy Solicitation & Information Statement 2017

Sep 20, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in L’sea Resources International Holdings Limited (the ‘‘Company’’), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or the bank, licensed securities dealer 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.

L’SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED 利 海 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 2 to 5 of this circular. A notice convening the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 18 October 2017 at 11:00 a.m. is set out on pages 6 to 7 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong 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. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

20 September 2017

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

• ‘‘Board’’ the board of Directors ‘‘Company’’ L’sea Resources International Holdings Limited (利海資源國 際控股有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

• ‘‘Director(s)’’ director(s) of the Company ‘‘EGM’’ an extraordinary general meeting of the Company to be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 18 October 2017 at 11:00 a.m. for the purpose of considering, and if thought fit, approving the Proposed Change of Company Name

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

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Proposed Change of Company the proposed change of the name of the Company from ‘‘L’sea Name’’ Resources International Holdings Limited’’ to ‘‘Greentech Technology International Limited’’ and the dual foreign name in Chinese of the Company from ‘‘利海資源國際控股有限公 司’’ to ‘‘綠科科技國際有限公司’’

• ‘‘Share(s)’’ ordinary share(s) of HK$0.005 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

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LETTER FROM THE BOARD

L’SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED 利 海 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

Executive Directors: Mr. LI Dong (Chairman) Mr. NIE Dong (Chief Executive Officer) Mr. CHEUNG Wai Kuen Mr. WANG Chuanhu Dr. SHI Simon Hao Ms. XIE Yue

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-Executive Directors:

Mr. CHI Chi Hung, Kenneth Mr. DENG Shichuan Mr. James MUNN

Principal place of business in Hong Kong:

Suite No. 1B on 9/F, Tower 1 China Hong Kong City 33 Canton Road Tsim Sha Tsui, Kowloon Hong Kong

20 September 2017

To the Shareholders

Dear Sir/Madam,

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 6 September 2017 in respect of the Proposed Change of Company Name.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information relating to the Proposed Change of Company Name and to give you notice of the EGM at which a special resolution will be proposed to approve the Proposed Change of Company Name.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the name of the Company from ‘‘L’sea Resources International Holdings Limited’’ to ‘‘Greentech Technology International Limited’’ and the dual foreign name in Chinese of the Company from ‘‘利海資源國際控股有限公司’’ to ‘‘綠科科技國際有限公司’’.

Conditions for the Proposed Change of Company Name

The Proposed Change of Company Name will be subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders approving the Proposed Change of Company Name at the EGM; and

• (ii) the approval of the Registrar of Companies in the Cayman Islands having been obtained for the Proposed Change of Company Name.

The relevant filings with the Registrar of Companies in the Cayman Islands will be made after the passing of the special resolution at the EGM. Subject to satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands. Thereafter, the Company will carry out any necessary filing and registration procedures with the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

Reasons for the Proposed Change of Company Name

The Board considers that the Proposed Change of Company Names will provide the Company with a new corporate image and better reflect the direction of future development of the Company. The Board believes that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any of the rights of the existing Shareholders. Other than the change to the English stock short name and the Chinese stock short name to be announced by the Company following the Proposed Change of Company Name becoming effective, the trading arrangements for the shares of the Company on the Stock Exchange will not be affected. All existing share certificates of the Company in issue bearing the current name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to the shares of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share

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LETTER FROM THE BOARD

certificates printed in the new name of the Company. Upon the Proposed Change of Company Name becoming effective, any new share certificates will be issued in the new name of the Company.

EGM

The EGM will be convened and held for the purpose of considering and, if thought fit, approving the Proposed Change of Company Name.

The notice convening the EGM is set out on pages 6 to 7 of this circular. A form of proxy for the EGM is also enclosed with this circular and such form of proxy is also published on the designated website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.lsea-resources.com). Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong 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. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

Accordingly, the special resolution set out in the notice of the EGM will be put to vote by way of a poll at the EGM.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of the members to attend and vote at the EGM, the register of members of the Company will be closed for registration of transfer of Shares from Tuesday, 10 October to Wednesday, 18 October 2017, both days inclusive, during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of members of the Company at the close of business on Monday, 9 October 2017 will be entitled to attend and vote at the EGM. All transfers of Shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 9 October 2017.

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LETTER FROM THE BOARD

RECOMMENDATION

Having taken into account the reasons for the Proposed Change of Company Name as set out in this letter from the Board above, the Board considers that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the special resolution to be proposed at the EGM to approve the Proposed Change of Company Name.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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,

For and on behalf of the Board

L’sea Resources International Holdings Limited LI Dong

Chairman

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NOTICE OF EGM

L’SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED 利 海 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘EGM’’) of L’sea Resources International Holdings Limited (the ‘‘Company’’) will be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 18 October 2017 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as a special resolution of the Company.

SPECIAL RESOLUTION

‘‘THAT

• (i) subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands having been obtained, the name of the Company be and is hereby changed from ‘‘L’sea Resources International Holdings Limited’’ to ‘‘Greentech Technology International Limited’’ and the dual foreign name in Chinese of the Company be and is hereby changed from ‘‘利海資源國際控股有限公司’’ to ‘‘綠科科技 國際有限公司’’ (the ‘‘Proposed Change of Company Name’’); and

• (ii) any one director of the Company (the ‘‘Director’’) be and is hereby authorised to do such acts and things, to sign and execute all such further documents (in case of execution of documents under seal, to do so by any two Directors or any Director together with the secretary of the Company) and to take such steps as he/she/they may consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company in respect of such change.’’

By order of the board of directors of L’sea Resources International Holdings Limited LI Dong

Chairman

Hong Kong, 20 September 2017

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NOTICE OF EGM

As at the date of this notice, the board of Directors comprises the following:

Executive Directors:

• Mr. LI Dong (Chairman)

• Mr. NIE Dong (Chief Executive Officer)

• Mr. CHEUNG Wai Kuen

• Mr. WANG Chuanhu

• Dr. SHI Simon Hao

• Ms. XIE Yue

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-Executive Directors:

• Mr. CHI Chi Hung, Kenneth

• Mr. DENG Shichuan

• Mr. James MUNN

Principal place of business in Hong Kong: Suite No. 1B on 9/F, Tower 1 China Hong Kong City 33 Canton Road Tsim Sha Tsui, Kowloon Hong Kong

Notes:

• (1) Any member of the Company entitled to attend and vote at the aforesaid meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company.

• (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 the 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 of the Company in respect of the joint holding.

• (3) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

• (4) The Chairman of the meeting will demand a poll at the meeting and accordingly, the resolution proposed at the meeting will be voted upon by way of a poll.

• (5) For the purpose of determining the entitlement of the members to attend and vote at the extraordinary general meeting, the register of members of the Company will be closed for registration of transfer of shares from Tuesday, 10 October to Wednesday, 18 October 2017, both days inclusive, during which period no transfer of shares of the Company will be registered. Members whose names appear on the register of members of the Company at the close of business on Monday, 9 October 2017 will be entitled to attend and vote at the extraordinary general meeting. All transfers of shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 9 October 2017.

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