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Huazhang Technology Holding Limited Proxy Solicitation & Information Statement 2017

Jul 28, 2017

50082_rns_2017-07-28_21b7217b-583d-4f95-8456-457b3c01f2ed.pdf

Proxy Solicitation & Information Statement

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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.

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華章科技控股有限公司 Huazhang Technology Holding Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1673)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “Meeting”) of Huazhang Technology Holding Limited (the “Company”) will be held at Room 805A, 8/F, Tower 1, South Seas Centre, 75 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong on 14 August 2017 at 2:30p.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 28 July 2017 shall have the same meanings when used in this notice unless otherwise specified.

ORDINARY RESOLUTIONS

THAT :

  • (a) the Sale and Purchase 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 transaction 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 Consideration Shares, the Directors be and are hereby authorised to allot and issue the Consideration Shares in accordance with the terms and conditions of the Sale and Purchase Agreement; and

  • (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 transaction contemplated under the Sale and Purchase 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 Sale and Purchase Agreement and the

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transaction contemplated thereunder, including the allotment and issue of the Consideration Shares, and to agree to such variations of the terms of the Sale and Purchase 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 Huazhang Technology Holding Limited ZHU GEN RONG Chairman

Hong Kong, 28 July 2017

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

Principal Place of Business in Hong Kong: Room 805A, 8/F Tower 1, South Seas Centre 75 Mody Road, Tsim Sha Tsui Kowloon 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 notarial 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 EGM.

As at the date of this announcement, the executive Directors of the Company are Mr Zhu Gen Rong, Mr Wang Ai Yan, Mr Jin Hao and Mr Zhong Xin Gang, and the independent non-executive Directors are Ms Chen Jin Mei, Mr Dai Tian Zhu and Mr Kong Chi Mo.

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