Guoen Holdings Limited — Proxy Solicitation & Information Statement 2021

Jun 28, 2021

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Guru Online (Holdings) Limited (the “ Company ”), you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

Guru Online (Holdings) Limited ( )

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8121)

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular.

A notice convening the EGM to be held at 4/F., KOHO, 73-75 Hung To Road, Kwun Tong, Hong Kong on Wednesday, 14 July 2021 at 10:00 a.m., is set out on pages EGM-1 to EGM-3 of this circular. Whether or not you intend to attend the EGM, you are advised to complete the proxy form attached to the notice of the EGM in accordance with the instructions printed thereon and return the same to the Registrar at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time scheduled for the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjourned meeting thereof should you so wish.

This circular will remain on the GEM website at http://www.hkgem.com on the “Latest Listed Company Information” page for at least 7 days from the date of its posting and on the Company’s website at http://www.guruonline.com.hk.

28 June 2021

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 Stock 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.

• i -

PRECAUTIONARY MEASURES FOR THE EGM

In light of the ongoing Coronavirus disease 2019 (COVID-19) and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the EGM to protect attending shareholders, staff and other stakeholders:

• (a) Compulsory body temperature checks will be conducted on every attendee at the entrance of the EGM venue. Any person with a body temperature of over 37.4°C may be denied entry into the EGM venue or be required to leave the EGM venue.

• (b) Attendees will be asked (i) if he/she has travelled outside of Hong Kong within 14 days immediately before the EGM; and (ii) if he/she is subject to any Hong Kong Government prescribed quarantine requirement(s). Any person who responds positively to any of these questions will be denied entry into the EGM venue.

• (c) Each attendee must wear a surgical face mask inside the EGM venue at all times, and to maintain a safe distance between seats.

• (d) No refreshments will be served, and there will be no corporate gifts.

To the extent permitted by applicable laws and regulations, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue so as to ensure the health and safety of the other attendees at the EGM.

The Company would like to remind all attending shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. The Company strongly encourages its shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and return the proxy forms to the Registrar at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be).

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

• ii -

CONTENTS

	Page
CHARACTERISTICS OF GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

• iii -

DEFINITIONS

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

“associate(s)” has the same meaning ascribed thereto under the GEM Listing Rules “Board” the board of Directors “Business Day” day(s) (excluding Saturdays, Sundays and public holidays) on which banks are open for business in Hong Kong “CCASS” the Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system, which is established and operated by the 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 “Company” Guru Online (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the GEM (stock code: 8121) “Consolidated Share(s)” ordinary share(s) of par value of HK$0.10 each in the share capital of the Company immediately after the Share Consolidation becoming effective “Director(s)” director(s) of the Company “EGM” the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Share Consolidation “Existing Share(s)” ordinary share(s) of par value of HK$0.01 each in the share capital of the Company prior to the Share Consolidation becoming effective “GEM” the GEM of the Stock Exchange “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

• 1 -

DEFINITIONS

“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
“HKSCC”	Hong Kong Securities Clearing Company Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	22 June 2021, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information contained herein
“Registrar”	the branch share registrar and transfer office of the Company in
	Hong Kong, Tricor Investor Services Limited, the address of which
	is at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong
	Kong
“Share Consolidation”	the share consolidation of every ten (10) issued and unissued
	Existing Shares into one (1) Consolidated Share
“Share(s)”	Existing Share(s) and/or Consolidated Share(s), as the case may be
“Shareholder(s)”	holder(s) of the issued Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

• 2 -

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Consolidation is set out below:

Event Date and time

Latest date and time for lodging transfer documents in order to qualify for	4:30 pm on
attending and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . .	Thursday, 8 July 2021
Closure of register of members for determining the entitlement to attend	Friday, 9 July 2021 to
and vote at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Wednesday, 14 July 2021
	(both days inclusive)
Latest date and time for lodging forms of proxy for the EGM . . . . . . . .	10:00 am on
	Monday, 12 July 2021
Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10:00 am on
	Wednesday, 14 July 2021
Announcement of poll results of the EGM for the Share Consolidation . . .	Wednesday, 14 July 2021

The following events are conditional upon the fulfilment of the conditions for the implementation of the Share Consolidation:

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . .	Friday, 16 July 2021
First day for free exchange of existing share certificates for new share
certificates of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . .	Friday, 16 July 2021
Dealings in the Consolidated Shares commence . . . . . . . . . . . . . . . . . .	9:00 am on
	Friday, 16 July 2021
Original counter for trading in the Existing Shares in board lots of 10,000
Existing Shares (in the form of existing share certificates) temporarily	9:00 am on
closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Friday, 16 July 2021
Temporary counter for trading in the Consolidated Shares in board lots of
1,000 Consolidated Shares (in the form of existing share certificates)	9:00 am on
opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Friday, 16 July 2021
Original counter for trading in the Consolidated Shares in board lots of
10,000 Consolidated Shares (in the form of new share certificates)	9:00 am on
re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Friday, 30 July 2021
Parallel trading in the Consolidated Shares (in the form of new and	9:00 am on
existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . .	Friday, 30 July 2021

• 3 -

EXPECTED TIMETABLE

Event

Date and time

Designated broker starts to stand in the market to provide matching		9:00 am on
services for the sale and purchase of odd lots of the Consolidated Shares		Friday, 30 July 2021
Designated broker ceases to stand in the market to provide matching		4:00 pm on
services for sale and purchase of odd lots of the Consolidated Shares	. .	Thursday, 19 August 2021
Temporary counter for trading in the Consolidated Shares in board lots	of
1,000 Consolidated Shares (in the form of existing share certificates)		4:10 pm on
closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . .	Thursday, 19 August 2021
Parallel trading in Consolidated Shares (in the form of new share		4:10 pm on
certificates and existing share certificates) ends . . . . . . . . . . . . . .	. . .	Thursday, 19 August 2021
Latest time for free exchange of existing share certificates for the new		4:00 pm on
share certificates of the Consolidated Shares . . . . . . . . . . . . . . . .	. . .	Monday, 23 August 2021

The expected timetable set out above is subject to, among other things, the results of the relevant resolution(s) of the EGM and is therefore indicative only and may be subject to change. All times and dates in this announcement refer to Hong Kong local times and dates. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

• 4 -

LETTER FROM THE BOARD

Guru Online (Holdings) Limited ( )

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8121)

Executive Directors:

Mr. Yip Shek Lun (Chairman and Chief Executive Officer) Mr. Ng Chi Fung Ms. Wan Wai Ting

Non-executive Directors: Mr. Wang Zhong Lei Ms. Cheung Laam

Independent Non-executive Directors: Mr. Tso Ping Cheong, Brian Mr. David Tsoi Mr. Hong Ming Sang Mr. Lam Tung Leung

Registered Office: Windward 3 Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Head office and principal place of business in Hong Kong: 4/F., KOHO 73-75 Hung To Road Kwun Tong Hong Kong

28 June 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 11 June 2021 in relation to, among other things, the Share Consolidation.

The purpose of this circular is to provide the Shareholders, among other things, further information regarding (i) the proposed Share Consolidation; and (ii) the notice of the EGM.

• 5 -

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of par value of HK$0.01 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of par value of HK$0.10 each.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon:

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

• (ii) the GEM Listing Committee 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.

Subject to the fulfilment of all the above conditions, the Share Consolidation will become effective on Friday, 16 July 2021, being the second Business Day after the EGM.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company HK$100,000,000 divided into 10,000,000,000 Existing Shares with par value of HK$0.01 each, of which 1,667,200,000 Existing Shares have been allotted and issued as fully paid or credited as fully paid. Assuming that there are no changes to the authorised share capital of the Company and no Existing Shares will be issued or repurchased from the Latest Practicable Date until the effective date of the Share Consolidation, immediately upon the Share Consolidation becoming effective, the authorised share capital of the Company will become HK$100,000,000 divided into 1,000,000,000 Consolidated Shares of par value of HK$0.10 each, of which 166,720,000 Consolidated Shares will be in issue as fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company’s articles of association.

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 shareholdings, proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which the Shareholders would otherwise be entitled.

Application for listing of the Consolidated Shares

An application will be made by the Company to the GEM Listing Committee for the listing of, and the permission to deal in, the Consolidated Shares to be issued upon the Share Consolidation becoming effective.

• 6 -

LETTER FROM THE BOARD

Subject to the granting of approval for 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, upon the Share Consolidation becoming effective, 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.

None of the Existing Shares are listed or dealt in any other stock exchange other than the Stock Exchange, and at the time when the Share Consolidation becoming 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.

Board lot size

As at the Latest Practicable Date, the Existing Shares were traded on the Stock Exchange in the board lot size of 10,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will continue to be 10,000 Consolidated Shares.

Based on the closing price of HK$0.075 per Existing Share (equivalent to the theoretical closing price of HK$0.75 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the market value of each existing board lot of the Existing Shares is HK$750 and the theoretical market value of each board lot of the Consolidated Shares would be HK$7,500 on the assumption that the Share Consolidation becomes effective.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares arising from the Share Consolidation, 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 existing share certificates held by such holder.

Shareholders concerned about losing out on any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser and may wish to consider the possibility of buying or selling Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.

• 7 -

LETTER FROM THE BOARD

Matching services for odd lot holdings

In order to facilitate the trading of odd lots of the Consolidated Shares (if any) arising from the Share Consolidation, the Company has appointed Monmonkey Group Securities Limited as an agent to provide matching services, on a best effort basis, to those 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.

Shareholders who wish to take advantage of this facility should contact Mr. Richard Lam or Mr. Joe Lee of Monmonkey Group Securities Limited at Unit 2418, 24/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong (telephone number: (852) 2110-6419/(852) 2110-6435) from 9:00 a.m. on Friday, 30 July 2021 to 4:00 p.m. on Thursday, 19 August 2021.

Shareholders holding odd lots of the Consolidated Shares (if any) 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.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on Friday, 16 July 2021, the Shareholders may on or after Friday, 16 July 2021 and until Monday, 23 August 2021 (both days inclusive), submit their existing share certificates for the Existing Shares (in blue colour) to the Registrar at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, during business hours to exchange for new share certificates for the Consolidated Shares (in yellow colour) at the expense of the Company.

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

Subject to and upon the Share Consolidation becoming effective, the share certificates for the Existing Shares in blue colour will only be valid for delivery, trading and settlement purposes for the period up to 4:10 p.m. on Thursday, 19 August 2021, and thereafter will cease to be valid for delivery, trading and settlement purpose, but will remain good evidence of legal title and may be exchanged for share certificates for the Consolidated Shares at any time.

Reason for the Share Consolidation

Under 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, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities.

• 8 -

LETTER FROM THE BOARD

In addition, 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 shares at a level less than HK$0.10 each will be considered as trading at extremity as referred to under 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.

The Existing Shares have been trading below HK$0.10 and a board lot of the Existing Shares has been traded below HK$2,000. As at the Latest Practicable Date, the closing price of the Existing Shares was HK$0.075, with a board lot size of 10,000, and the existing board lot value was only HK$750, which was less than HK$2,000. Upon the Share Consolidation becoming effective, based on the closing price of 0.075 per Existing Share, the share price of the Company would be adjusted to HK$0.75 per Share. With a board lot size of 10,000, the theoretical market value of each new board lot would be HK7,500. The Share Consolidation would thus enable the Company to comply with the trading requirements under the GEM Listing Rules.

The Board considers that the Share Consolidation will increase the nominal value of the Shares and reduce the total number of Shares currently in issue. It is expected that the Share Consolidation will bring about a corresponding increase in the trading price of the Consolidated Shares on the Stock Exchange.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions 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 concrete plan to conduct any fund raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises and/or other corporate actions when suitable fund raising opportunities arise for future development of the Group. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate.

In light of the above reasons, the Board is of the view that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY

As at the Latest Practicable Date, the Company has no outstanding derivatives, options, warrants, other securities or conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares.

EGM

The EGM will be held at 4/F., KOHO, 73-75 Hung To Road, Kwun Tong, Hong Kong at 10:00 a.m. on Wednesday, 14 July 2021 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.

• 9 -

LETTER FROM THE BOARD

To the best of the knowledge, belief and information of the Directors having made all reasonable enquiries, none of the Shareholders has a material interest in the Share Consolidation and accordingly, no Shareholder would be required to abstain from voting at the EGM.

The notice convening the EGM is set out on pages EGM-1 to EGM-3 of this circular.

The register of members of the Company will be closed from Friday, 9 July 2021 to Wednesday, 14 July 2021 (both days inclusive) for determining the identity of the Shareholders entitled to attend and vote at the EGM. No transfer of Shares will be registered during the above book closure period.

All transfer of shares accompanied by the relevant share certificates must be lodged with the Registrar at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 8 July 2021.

A proxy form for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are advised to complete the proxy form and return the same to the Registrar at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the EGM. The completion and delivery of a proxy form will not preclude you from attending or voting in person at the EGM or any adjourned meeting thereof should you so wish, and in such case, the form of proxy submitted by you shall be deemed to be revoked.

Shareholders and potential investors should note that the Share Consolidation is conditional upon satisfaction of the conditions as set out in the paragraph headed “Conditions of the Share Consolidation” above. Accordingly, the Share Consolidation may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Existing Shares. If they are in doubt, they should consult their professional advisers.

COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors, the controlling shareholders of the Company nor any of their respective close associates (as defined in the GEM Listing Rules) had any interest in a business which competes or may compete, either directly or indirectly, with the business of the Group or any other conflict of interest which any such person has or may have with the Group which would be required to be disclosed pursuant to the GEM Listing Rules.

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.

• 10 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the Share Consolidation is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders should vote in favour of the relevant ordinary resolution to be proposed at the EGM.

MISCELLANEOUS

In case of any inconsistency between the English version and the Chinese version of this Circular, the English version shall prevail.

By Order of the Board Guru Online (Holdings) Limited

Yip Shek Lun

Chief Executive Officer, Chairman of the Board and Executive Director

• 11 -

NOTICE OF EGM

Guru Online (Holdings) Limited ( )

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8121)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of Guru Online (Holdings) Limited (the “ Company ”) will be held at 4/F., KOHO, 73-75 Hung To Road, Kwun Tong, Hong Kong on Wednesday, 14 July 2021 at 10:00 a.m. to consider and, if thought fit, to pass with or without amendments, the following ordinary resolution:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon, among other things, the granting of the approval by the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue, with effect from the second business day immediately following the date on which this resolution is passed, being a day on which shares of the Company are traded on the Stock Exchange:

• (a) every ten (10) issued and unissued existing ordinary shares of par value of HK$0.01 each in the share capital of the Company be consolidated (the “ Share Consolidation ”) into one (1) ordinary share of par value of HK$0.10 each (each a “ Consolidated Share ”), and the authorised share capital of the Company shall be HK$100,000,000 divided into 1,000,000,000 Consolidated Shares of par value of HK$0.10 each;

• (b) all of the Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company;

• (c) all fractional Consolidated Shares will be disregarded and will not be issued to the holders of the same but all fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the “ Director(s) ”) may think fit; and

• EGM-1 -

NOTICE OF EGM

• (d) any one or more of the Director(s) be and is/are hereby authorised to do all such acts, deeds and things and to sign and execute all such documents, including under seal where applicable, on behalf of the Company, as they shall, in their absolute discretion, deem necessary, desirable or expedient to complete, implement and give effect to the Share Consolidation.”

By Order of the Board Guru Online (Holdings) Limited Yip Shek Lun Chief Executive Officer, Chairman of the Board and Executive Director

Hong Kong, 28 June 2021

Registered Office: Head office and principal place of business Windward 3 in Hong Kong: Regatta Office Park 4/F., KOHO PO Box 1350 73-75 Hung To Road Grand Cayman KY1-1108 Kwun Tong Cayman Islands Hong Kong

Notes:

1. Any shareholder of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his/her proxy to attend and to vote on his/her behalf. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and to vote on his/her behalf. A proxy need not be a shareholder of the Company.

2. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting, and in such event the instrument appointing a proxy shall be deemed to be revoked.

4. Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share(s) as if he was solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.

5. Any voting at the EGM shall be taken by poll.

6. The register of members of the Company will be closed from Friday, 9 July 2021 to Wednesday, 14 July 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify to attend and vote at the EGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 8 July 2021.

7. EGM-2 -

NOTICE OF EGM

1. PRECAUTIONARY MEASURES FOR THE EGM

Please see page ii of the Circular for precautionary measures being taken to prevent and control the spread of the COVID-19 at the EGM, including but not limited to:

• compulsory temperature checks and health declarations

• compulsory wearing of surgical face masks

• no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the EGM venue. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution at the EGM instead of attending the EGM in person.

1. The translation into Chinese language of this notice is for reference only. In case of inconsistency, the English version shall prevail.

As at the date of this notice, the executive Directors are Mr. Yip Shek Lun, Mr. Ng Chi Fung and Ms. Wan Wai Ting, the non-executive Directors are Mr. Wang Zhong Lei and Ms. Cheung Laam, and the independent non-executive Directors are Mr. Tso Ping Cheong, Brian, Mr. David Tsoi, Mr. Hong Ming Sang and Mr. Lam Tung Leung.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange 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 notice 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 on this notice misleading.

This notice will remain on the “Latest Listed Company Information” page of the GEM website at www.hkgem.com for a minimum period of seven days from the date of its publication and on the Company’s website at www.guruonline.com.hk.

• EGM-3 -