Hopefluent Group Holdings Limited — Proxy Solicitation & Information Statement 2018

Jun 21, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

==> picture [57 x 55] intentionally omitted <==

HOPEFLUENT GROUP HOLDINGS LIMITED 合 富 輝 煌 集 團 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability) (Stock Code: 733)

NOTICE TO THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘Meeting’’) of Hopefluent Group Holdings Limited (the ‘‘Company’’) will be held at Admiralty and The Peak, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on 19 July 2018 (Thursday) at 3:30 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company. Capitalised terms defined in the circular of the Company dated 22 June 2018 shall have the same meanings when used in this notice unless otherwise specified.

ORDINARY RESOLUTION

‘‘THAT:

• (a) the Cooperation Agreement (a copy of which has been produced to the Meeting and marked ‘‘A’’ and initialed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) conditional upon the Stock Exchange granting the listing of, and permission to deal in, the New Shares, the Directors be and are hereby authorised to allot and issue the New Shares in accordance with the terms and conditions of the Cooperation Agreement; and

– 1 –

• (c) any one Director be and is hereby authorised to execute all such documents, instruments, agreements and deeds and do all such acts, matters and things that are of administrative nature only and ancillary to the transactions contemplated under the Cooperation Agreement, as he/she may in his or her absolute discretion consider necessary or desirable for the purpose of and in connection with the implementation of the Cooperation Agreement and the transactions contemplated thereunder, including without limitation the allotment and issue of the New Shares, and to agree to such variations of the terms and conditions of the Cooperation Agreement and the transactions contemplated thereunder that are of administrative nature only as he or she may in his or her absolute discretion consider necessary or desirable.’’

Yours faithfully, By order of the Board Hopefluent Group Holdings Limited Fu Wai Chung Chairman

Hong Kong, 22 June 2018

Registered office:

Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong:

Room 3611, 36th Floor Shun Tak Centre West Tower 200 Connaught Road Central Hong Kong

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his/her behalf. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned Meeting.

3. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

4. Completion and return of the form of proxy will not preclude members from attending and voting at the Meeting.

– 2 –

1. For the purpose of ascertaining the entitlement of the members of the Company to attend and vote at the Meeting, the register of members of the Company will be closed from 16 July 2018 (Monday) to 19 July 2018 (Thursday), both days inclusive, and no transfer of the shares in the Company will be registered during such period. Members whose names appear on the register of members of the Company on 19 July 2018 (Thursday) will be entitled to attend and vote at the Meeting. In order to be entitled to attend and vote at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on 13 July 2018 (Friday).

As at the date of this announcement, the executive directors of the Company are Mr. FU Wai Chung, Ms. NG Wan, Ms. FU Man and Mr. LO Yat Fung; the non-executive director of the Company is Mr. MO Tianquan; and the independent non-executive directors of the Company are Mr. LAM King Pui, Mr. NG Keung and Mrs. WONG LAW Kwai Wah, Karen.

– 3 –