Huitongda Network Co., Ltd. — Proxy Solicitation & Information Statement 2024

Sep 13, 2024

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.

SILKWAVE INC

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 471)

NOTICE OF THE EGM

“On 23 August 2024 Silkwave Inc (the “ Company ”) published notice of an extraordinary general meeting (the “ Original EGM ”) to take place on 13 September 2024 to consider the same resolutions as is set out in the present notice. The Original EGM was adjourned sine die on 13 September 2024. For the avoidance of doubt, shareholders of the Company have not yet voted on the resolutions contained in this notice.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of the Company will be held at Meeting Room, 12/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong on Tuesday, 8 October 2024 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company as an ordinary resolution:

ORDINARY RESOLUTION

1. “ THAT subject to and conditional upon (i) the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the Consolidated Shares (as defined below); and (ii) compliance with the relevant procedures and requirements under the applicable laws of Cayman Islands and the Rules Governing the Listing of Securities of the Stock Exchange to effect the Share Consolidation (as defined below):

2. (a) with effect from the second business day immediately following the date on which this resolution is passed or the above condition is fulfilled (whichever is later):

   • (i) every twenty (20) issued and unissued ordinary shares of par value HK$0.20 each in the share capital of the Company be consolidated into one (1) share (each a “ Consolidated Share ”) of par value HK$4.00 (the “ Share Consolidation ”), such Consolidated Shares to rank pari passu

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in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company;

• (ii) the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation be and is hereby rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation (if applicable);

• (iii) immediately following the Share Consolidation, the authorised share capital of the Company be changed from HK$5,000,000,000 divided into 25,000,000,000 ordinary shares of par value of HK$0.20 each to HK$5,000,000,000 divided into 1,250,000,000 ordinary shares of par value of HK$4.00 each; and

• (iv) any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents which relate to the Share Consolidation and are of administrative nature, on behalf of the Company, including under seal where applicable, as he/ they consider(s) necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation.”

And for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company as a special resolution:

SPECIAL RESOLUTION

1. “ THAT subject to and conditional upon (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares (as defined below) in issue and to be issued upon the Capital Reduction (as defined below) and the Sub-division (as defined below) becoming effective; (ii) the Grand Court of the Cayman Islands (“ Court ”) granting an order confirming the Capital Reduction; (iii) compliance with any conditions which the Court may impose in relation to the Capital Reduction; (iv) the registration by the Registrar of Companies in the Cayman Islands of a copy of the order of the Court confirming the Capital Reduction and the minutes approved by the Court containing the particulars required under the Companies Act (Revised) of the Cayman Islands with respect to the Capital Reduction; (v) compliance with the relevant procedures and requirements under the applicable laws of the Cayman Islands and the Rules Governing the Listing of Securities on the Stock Exchange to effect the Capital Reduction and the Sub-division; and (vii) the obtaining of all necessary approvals from any regulatory authority or otherwise which may be required in respect of the Capital Reduction and the Sub-division, with effect from the date on which the above conditions are fulfilled (the “ Effective Date ”):

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• (a) the issued share capital of the Company be reduced by cancelling the paid-up capital of the Company to the extent of HK$3.99 on each of the issued Consolidated Shares of the Company of par value HK$4.00 each (the “ Shares ”) such that the par value of each issued Share will be reduced from HK$4.00 to HK$0.01 (the “ Capital Reduction ”);

• (b) immediately after the Capital Reduction becomes effective, each of the authorised but unissued Consolidated Shares of par value HK$4.00 each be sub-divided (the “ Sub-division ”) into four hundred (400) unissued new shares of par value HK$0.01 each (the “ New Shares ”), such New Shares to rank pari passu in all respects with each other and have the rights and privileges, and be subject to the restrictions, in respect of ordinary shares contained in the memorandum and articles of association of the Company;

• (c) immediately following the Capital Reduction and the Sub-division, the authorised share capital of the Company be changed from HK$5,000,000,000 divided into 1,250,000,000 Shares to HK$5,000,000,000 divided into 500,000,000,000 New Shares;

• (d) the credit arising from the Capital Reduction be applied towards offsetting the accumulated losses of the Company (the “ Accumulated Losses ”) as at the Effective Date and the balance of any such credit remaining after offsetting the Accumulated Losses (if any) be transferred to a distributable reserve account of the Company which may be applied by the Company in any manner permitted under all applicable laws and the memorandum and articles of association of the Company; and

• (e) each director of the Company be is hereby authorised to do all such acts and things and execute (under hand or as a deed and, where appropriate, under the common seal of the Company) each such document, on behalf of the Company, as that director may consider necessary or expedient to give effect to, or in connection with, the Capital Reduction or the Sub-division.”

On behalf of the Board SILKWAVE INC Wong Chau Chi Chairman

Hong Kong, 13 September 2024

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

Principal place of business in the Hong Kong: Room 1202, 12/F

Guangdong Finance Building 88 Connaught Road West Hong Kong

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Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company.

2. The instrument appointing a 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 lodged with 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 for registration not less than 48 hours before the time appointed for holding the Meeting.

3. Completion and return of the form of proxy will not preclude a member of the Company from attending the Meeting and voting in person at the Meeting or any adjournment thereof if he/she/it so desires. If a member of the Company attends the Meeting after having deposited the form of proxy, his/her/its form of proxy will be deemed revoked.

4. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, then one of the said persons so present being the most, or as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holder stand on the register in respect of the relevant joint holding.

5. For determining the entitlement of the Shareholders to attend and vote at the Meeting, the register of members of the Company will be closed from Wednesday, 2 October 2024 to Tuesday, 8 October 2024 (both dates inclusive) during which period no transfer of the Shares will be registered. In order to qualify for entitlement to attend and vote at the Meeting, all properly completed transfer forms 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 no later than 4:30 p.m. on Monday, 30 September 2024.

6. As at the date of this notice, the executive Directors are Mr. WONG Chau Chi (Chairman and Chief Executive), Ms. WOO Lan Ying (Vice Chairperson); non-executive Director is Mr. Lui Chun Pong and the independent non-executive Directors are Dr. LI Jun, Mr. CHOW Kin Wing and Mr. TAM Hon Wah.

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