Huscoke Holdings Limited — Proxy Solicitation & Information Statement 2020

Jan 22, 2020

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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HUSCOKE HOLDINGS LIMITED 和嘉控股有限公司

(Incorporated in Bermuda with limited liability) (Stock code: 704)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of the shareholders (the ‘‘Shareholders’’) of Huscoke Holdings Limited (the ‘‘Company’’) will be held at Room 2301, 23/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong on Tuesday, 11 February 2020 at 3: 00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as ordinary resolution of the Company:

‘‘THAT

• (a) the conditional shareholders agreement dated 12 September 2019 (as supplemented and amended by the supplemental agreement dated 20 November 2019) (the ‘‘Shareholders Agreement’’) entered into among Bloom Wealth Investment Limited 興財投資有限公司 (the ‘‘Hong Kong Subsidiary’’), an indirect wholly-owned subsidiary of the Company and Shanxi Baimaoyuan Trading Co., Ltd* 山西百懋 源貿易有限公司 (the ‘‘PRC JV Partner’’) in relation to, among others, the establishment of the joint venture company under the proposed name of Shanxi Golden Rock Rich Hydrogen Energy Co., Ltd.* 山西金岩富氫能源有限公司 and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified; and

• (b) any one or more Directors be and are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary desirable or expedient to carry out and implement the Shareholders Agreement and the transactions contemplated thereunder into full effect and to agree to such variation, amendment or waiver as

• for identification purpose only

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are in the reasonable opinion of the Directors in the interests of the Company and its Shareholders as a whole provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Shareholders Agreement.’’

By order of the Board HUSCOKE HOLDINGS LIMITED Zhao Xu Guang Chairman and Executive Director

Hong Kong, 23 January 2020

Registered Office: Principal Office: Victoria Place Room 2301, 23/F 5th Floor Tower One, Lippo Centre 31 Victoria Street 89 Queensway Hamilton HM 10 Admiralty Bermuda Hong Kong

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the SGM is enclosed. Whether or members intend to attend the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the SGM or any adjournment thereof, should he so wish.

3. In order to be valid, the form of proxy, together with a 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 in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

4. In the case of joint holders of shares, any one of such holders may vote at the SGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

5. The register of members of the Company will be closed from Thursday, 6 February 2020 to Tuesday, 11 February 2020 (both days inclusive), during which period no transfer of shares will be registered.

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1. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 12: 00 noon on the date of the SGM, the SGM will be rescheduled. The Company will post an announcement on the website of the Company at www.huscoke.com and on the HKEX news website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled SGM.

2. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the voting on all resolutions at the SGM will be conducted by way of poll.

As at the date of this announcement, the Board comprises Mr. Zhao Xu Guang (Chairman), Mr. Li Qinghua and Mr. Wang Yijun as executive Directors; Mr. Wong Siu Hung, Patrick, Mr. Huang Man Yem and Mr. Jiang Jiansheng as non-executive Directors; Mr. Lam Hoy Lee, Laurie, Mr. To Wing Tim, Paddy and Dr. Wang Wei Hsin as independent nonexecutive Directors.

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