Hopefluent Group Holdings Limited — Proxy Solicitation & Information Statement 2023

Dec 14, 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.

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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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Hopefluent Group Holdings Limited (the ‘‘Company’’) will be held at 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Tuesday, 9 January 2024, at 3:00 p.m. for the purpose of considering and, if thought fit, pass the following resolution with or without amendments as an ordinary resolution of the Company. Capitalised terms defined in the circular dated 15 December 2023 issued by the Company (the ‘‘Circular’’) shall have the same meanings when used herein unless otherwise specified:

ORDINARY RESOLUTION

1. ‘‘THAT

2. (a) the conditional Strategic Cooperation Agreement (a copy of which is tabled at the EGM and marked ‘‘A’’ and signed by the chairman of the EGM for identification purpose) in relation to the Subscription pursuant to which the Company has conditionally agreed to allot and issue, and CGS HK has conditionally agreed to subscribe for 26,966,000 new Shares at the Subscription Price of HK$1.61 per Subscription Share and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

3. (b) subject to and conditional upon the listing committee of the Stock Exchange having granted the listing of, and permission to deal in, the Subscription Shares, the Directors be and are hereby granted with the Specific Mandate which shall entitle the Directors to exercise all the powers of the Company to allot and issue the Subscription Shares to CGS HK, on and subject to the terms and conditions of the Subscription, provided that the Specific Mandate shall be in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may be granted from time to time to the Directors prior to the passing of this resolution; and

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• (c) any one Director be and is hereby authorised to, on behalf of the Company, do all such acts and things, to sign and execute all such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Subscription or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith as are, in the opinion of such Director, in the interest of the Company and the shareholders of the Company as a whole.’’

Yours faithfully, On behalf of the Board Hopefluent Group Holdings Limited ZHU Rongbin Chairman

Hong Kong, 15 December 2023

Registered office: Principal place of business in Hong Kong: Cricket Square Room 3611, 36th Floor Hutchins Drive Shun Tak Centre West Tower P.O. Box 2681 200 Connaught Road Central Grand Cayman KY1-1111 Hong Kong Cayman Islands

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies (if such member is the holder of two or more shares) to attend and to vote instead of them. 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 any meeting, the vote of the senior 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 in respect of the joint holding.

3. A form of proxy for use at the meeting is enclosed.

4. 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 deposited at 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 not less than 48 hours before the time appointed for holding the meeting (i.e. before 3:00 p.m. on Sunday, 7 January 2024) or any adjourned meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or adjourned meeting.

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1. For the purpose of ascertaining shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 4 January 2024 to Tuesday, 9 January 2024, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration 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 no later than 4:30 p.m. on Wednesday, 3 January 2024.

2. According to Rule 13.39(4) of the Listing Rules, the voting at the EGM will be taken by poll.

3. The Chinese translation of this notice (including the contents of the proposed resolution set out herein) is for reference only. In case of inconsistency, the English Version shall prevail.

4. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning or ‘‘extreme conditions after super typhoons’’ announced by the Hong Kong Government is/are in effect any time after 8:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will post an announcement on the websites of the Stock Exchange at www.hkexnews.hk to notify the Company’s shareholders of the date, time and place of the rescheduled meeting.

As at the date of this notice, the Board comprises the executive Directors, Mr. ZHU Rongbin, Mr. GAO Bin, Mr. FU Wai Chung and Mr. LO Yat Fung; the non-executive Director, Mr. FU Ear Ly and the independent non-executive Directors, Mr. LAM King Pui, Mr. CAO Qimeng and Ms. XU Jing.

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