Huazhang Technology Holding Limited — Proxy Solicitation & Information Statement 2019

Apr 29, 2019

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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HUAZHANG TECHNOLOGY HOLDING LIMITED 華章科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1673)

NOTICE OF THE 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, 8th Floor, Tower 1, South Seas Centre, 75 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 21 May 2019 at 1 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following ordinary resolution of the Company.

ORDINARY RESOLUTION

“ THAT:

• (a) the extension of the maturity date of the unlisted 5.0% convertible bonds due 29 March 2019 in an aggregate principal amount of HK$100,000,000 issued by the Company on 29 March 2017 (the “ Bonds ”) for six months to 29 September 2019 (the “ Proposed Extension ”) and the revision of the terms and conditions of the Bonds to give effect to the Proposed Extension be and are hereby approved, confirmed and ratified;

• (b) the directors of the Company be and are hereby granted a specific mandate to allot and issue new shares of the Company (the “ New Shares ”) upon exercise of the conversion rights attached to the Bonds; and

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• (c) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the purpose of, or in connection with, the Proposed Extension and the allotment and issue of the New Shares.”

Yours faithfully, By Order of the Board Huazhang Technology Holding Limited ZHU GEN RONG Chairman and Executive Director

Hong Kong, 30 April 2019

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

Principal place of business in Hong Kong: Room 805A, 8th Floor Tower 1, South Seas Centre 75 Mody Road, Tsim Sha Tsui Kowloon Hong Kong

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.

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1. 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 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 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.

2. 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 16 May 2019 (Thursday) to 21 May 2019 (Tuesday), 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 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 15 May 2019 (Wednesday).

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

As at the date of this notice, the executive Directors are Mr. Zhu Gen Rong, Mr. Wang Ai Yan, Mr. Liu Chuan Jiang, Mr. Jin Hao and Mr. Liang Huiqun, and the independent non-executive Directors are Mr. Dai Tian Zhu, Mr. Kong Chi Mo and Mr. Heng, Keith Kai Neng.

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