Hilong Holding Limited — Proxy Solicitation & Information Statement 2023

Mar 31, 2023

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.

==> picture [49 x 46] intentionally omitted <==

==> picture [24 x 24] intentionally omitted <==

Hilong Holding Limited 海隆控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1623)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of the shareholders of Hilong Holding Limited (the “Company”) will be held at Conference Room, 6th Floor, Hilong Group of Companies Ltd., No.1825 Luodong Road, Baoshan Industrial Zone, Shanghai, China, on Tuesday, April 25, 2023 at 10:00 a.m. for the considering and, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the equity transfer agreement dated March 31, 2023 (the “Equity Transfer Agreement”) entered into between Hilong Group of Companies Ltd.* (海隆石油工業集團有限公司), as vendor, and Shanghai Hilong Shine New Material Co., Ltd.* (上海海隆賽能新 材料有限公司), as purchaser, in relation to the disposal of 100% equity interest of Hilong Pipeline Engineering Technology Service Co., Ltd.* (海隆管道工程技術服 務有限公司) at a consideration of 700 million and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any one or more directors of the Company be and is hereby authorised to do all such acts and things and sign all such documents (under seal, if necessary) and to take all such steps as he/she consider, necessary or expedient or desirable in connection with or to give effect to the Equity Transfer Agreement and to implement the transactions contemplated thereunder and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interests of the Company.”

By Order of the Board Hilong Holding Limited ZHANG JUN Chairman

Hong Kong, March 31, 2023

• for identification purpose only

– 1 –

Notes:

• (1) All resolutions at the Meeting will be taken by poll pursuant to article 66 of the articles of association of the Company. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

• (2) A shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

• (3) 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 thereof, must be deposited at 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, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the Meeting (i.e. not later than 10:00 a.m. on Sunday, 23 April 2023 (Hong Kong time)) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting and at any adjournment thereof and, in such event, the form of proxy will be deemed to be revoked.

• (4) For determining the qualification as shareholders of the Company to attend and vote at the Meeting, the register of members of the Company will be closed from Thursday, April 20, 2023 to Tuesday, April 25, 2023, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with 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, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, April 19, 2023.

• (5) Bad weather arrangement:

  • (i) if a black rainstorm warning signal or a typhoon warning signal no. 8 or above or ‘‘extreme conditions’’ caused by super typhoons is in force in Hong Kong at any time after 7:30 a.m. (Hong Kong time) on the date of the EGM, the EGM will be automatically adjourned to a later date. The Company will post an announcement on both websites of the Company (http://en.hilonggroup.com) and the Stock Exchange (www.hkexnews.hk) to notify Shareholders of the date, time and location of the adjourned EGM. Shareholders should in any event exercise due care and caution when deciding to attend the EGM in adverse weather conditions. In the event that the EGM is adjourned because of bad weather or other reasons, the book closure period and record date for determination of entitlement to attend and vote at the adjourned EGM will remain the same as stated above; and

  • (ii) the EGM will be held as scheduled when an amber or red rainstorm warning signal or typhoon warning signal no. 3 or below is in force in Hong Kong at any time on that day.

As of the date of this notice, the executive directors of the Company are Mr. ZHANG Jun and Mr. WANG Tao ( 汪濤 ); the non-executive directors are Ms. ZHANG Shuman, Dr. YANG Qingli, Mr. CAO Hongbo and Dr. Fan Ren Da Anthony; and the independent non-executive directors are Mr. WANG Tao ( 王濤 ), Mr. WONG Man Chung Francis and Mr. SHI Zheyan.

– 2 –