Ingdan, Inc. — Proxy Solicitation & Information Statement 2024

Apr 29, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other licensed dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Ingdan, Inc., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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INGDAN, INC.

硬 蛋 創 新

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 400)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS; PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES; PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Ingdan, Inc. to be held at IngDan Innovation Center, 1st Floor, Microsoft Comtech Tower, No. 55 Gaoxin South 9th Road, Nanshan District, Shenzhen, China on Wednesday, June 5, 2024 at 10:30 a.m. is set out on pages 18 to 25 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.ingdangroup.com).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 10:30 a.m. on Monday, June 3, 2024 or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

References to times and dates in this circular are to Hong Kong time and dates.

April 29, 2024

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . .	5
4.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Re-appointment of SHINEWING (HK) CPA LIMITED as Auditor
	of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix	I — Details of the Retiring Directors Proposed to be Re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix	II — Explanatory Statement on the Share Repurchase Mandate . . . . . . . . . .	12
Appendix	III — Details of the Proposed Amendments to
	the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Notice of	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘Annual General Meeting’’

• the annual general meeting of the Company to be held at IngDan Innovation Center, 1st Floor, Microsoft Comtech Tower, No. 55 Gaoxin South 9th Road, Nanshan District, Shenzhen, China on Wednesday, June 5, 2024 at 10:30 a.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 18 to 25 of this circular, or any adjournment thereof (as the case may be)

• ‘‘Articles of Association’’

• the articles of association of the Company currently in force

• ‘‘Board’’ the board of Directors

• ‘‘CCASS’’

• Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system

• ‘‘Company’’ Ingdan, Inc. (硬蛋創新), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Comtech’’

• a business unit of the Group consisting of Shenzhen Comtech Limited, formerly known as Comtech Industrial Technology (Shenzhen) Co., Ltd. (科通工業技術(深圳)有限公司) and its subsidiaries, for chips sales and AIoT services businesses

• ‘‘connected person(s)’’

• has the meaning ascribed to it under the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Envision Global’’ Envision Global Investments Limited, a limited liability company incorporated in the British Virgin Islands on February 1, 2012 which is wholly-owned by Mr. Kang Jingwei, Jeffrey and is our immediate controlling Shareholder

• ‘‘Group’’ the Company and its subsidiaries, including Shenzhen Kegoubai (the financial results of which have been consolidated and accounted for as a subsidiary of the Company by virtue of the contractual agreements as described in the prospectus of the Company dated July 8, 2014)

• ‘‘HK$’’

Hong Kong dollar(s), the lawful currency of Hong Kong

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DEFINITIONS

• ‘‘HKSCC’’

• Hong Kong Securities Clearing Company Limited, a whollyowned subsidiary of Hong Kong Exchanges and Clearing Limited

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Independent Shareholders’’ the meaning ascribed to it under the Listing Rules

• ‘‘Issuance Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares (including any sale or transfer of Shares out of treasury that are held as treasury Shares) of not exceeding 20% of the total number of issued Shares in the share capital of the Company (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 18 to 25 of this circular as described in the section headed ‘‘4. Proposed granting of general mandate to issue Shares’’

• ‘‘Latest Practicable Date’’

• April 23, 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• ‘‘Listing Rules’’

• the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Ms. Yao’’

• Ms. Yao Yi (姚怡), our substantial shareholder, the sole shareholder of Shenzhen Kegoubai, and the wife of Mr. Li Feng, one of our senior management members of Comtech

• ‘‘Nomination Committee’’ the nomination committee of the Company

• ‘‘PRC’’

• the People’s Republic of China, excluding for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

• ‘‘Remuneration Committee’’

• the remuneration committee of the Company

• ‘‘RMB’’

• Renminbi, the lawful currency of the People’s Republic of China

• ‘‘SFO’’

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

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DEFINITIONS

• ‘‘Share(s)’’

• ordinary share(s) of US$0.0000001 each in the issued capital of the Company (save for any treasury Shares, the holders of which shall abstain from voting at the Company’s general meeting for the purpose of the Listing Rules)

• ‘‘Share Repurchase Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares in the share capital of the Company (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 18 to 25 of this circular as described in the section headed ‘‘3. Proposed granting of general mandate to repurchase Shares’’

• ‘‘Shareholder(s)’’ holder(s) of Share(s)

• ‘‘Shenzhen Kegoubai’’

• Shenzhen Kegoubai Information Technologies Limited (深圳市 可購百信息技術有限公司), formerly known as Shenzhen Cogobuy Information Technologies Limited (深圳市可購百信 息技術有限公司), a limited liability company established in the People’s Republic of China on December 13, 2012, wholly-owned by Ms. Yao and, by virtue of the contractual arrangements, accounted for as our subsidiary

• ‘‘Stock Exchange’’

• The Stock Exchange of Hong Kong Limited

• ‘‘subsidiary’’

• the meaning ascribed to it under the Listing Rules

• ‘‘substantial shareholder(s)’’ the meaning ascribed to it under the Listing Rules

• ‘‘Takeovers Code’’

• the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong as amended, supplemented or otherwise modified from time to time

• ‘‘treasury Shares’’ has the meaning ascribed to it under the Listing Rules (which will come into effect on June 11, 2024) and as amended from time to time

• ‘‘US$’’ United States dollar(s), the lawful currency of the United States

• ‘‘%’’

• per cent

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LETTER FROM THE BOARD

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INGDAN, INC.

硬 蛋 創 新

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 400)

Executive Directors:

Mr. Kang Jingwei, Jeffrey (Chairman & Chief Executive Officer)

Mr. Wu Lun Cheung Allen (Chief Financial Officer & Company Secretary)

Ms. GUO Lihua

Registered Office:

Offices of Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors:

Mr. Ye Xin Dr. Ma Qiyuan Mr. Hao Chunyi, Charlie

Principal Place of Business in the PRC:

11/F, Microsoft Comtech Tower No. 55 Gaoxin South 9th Road Nanshan District Shenzhen, China

Principal Place of Business in Hong Kong:

Unit D, 6th Floor Tin’s Centre, Block II 3 Hung Cheung Road Tuen Mun, New Territories Hong Kong

April 29, 2024

To the Shareholders

Dear Sir/Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS; PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES;

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on June 5, 2024 to enable the Shareholders to make an informed decision on whether to vote for or against such resolutions.

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Articles 84(1) and (2) of the Articles of Association, Mr. Kang Jingwei, Jeffrey and Mr. Hao Chunyi, Charlie, shall retire at the Annual General Meeting. All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

In considering and approving such re-election, the Nomination Committee has taken into account a wide range of diversity perspectives including, but not limited to, gender, age, cultural and educational background, professional qualifications, skills, knowledge and industry and regional experience, as set out in the board diversity policy of the Company.

The Nomination Committee has assessed and reviewed the written confirmation of the independence of Mr. Hao Chunyi, Charlie who offered himself for re-election at the Annual General Meeting, based on the independence criteria as set out in Rule 3.13 of the Listing Rules, and is satisfied that he remains independent.

The Nomination Committee has also considered that the strong business background of Mr. Hao Chunyi, Charlie and his experiences as senior management in various industries will continue to bring contribution to the development of the Company. In addition, Mr. Hao Chunyi, Charlie has provided in-depth insights to the Board and demonstrated his ability to provide independent, balanced and impartial views to the Company’s affairs.

Details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on June 9, 2023, a general and unconditional mandate was granted to the Directors to repurchase Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of the issued Shares (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 18 to 25 of this circular (i.e. a total of 139,426,273 Shares assuming that the issued share capital of the

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LETTER FROM THE BOARD

Company remains unchanged between the Latest Practicable Date and the date of the Annual General Meeting). Any repurchase may be done subject to market conditions, compliance with the Listing Rules and at the Board’s absolute discretion.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

The Share Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Share Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the date of revocation or variation of the Share Repurchase Mandate by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on June 9, 2023, a general and unconditional mandate was granted to the Directors to issue, allot and deal with Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares (including any sale or transfer of treasury Shares) if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue and deal with additional Shares (including any sale or transfer of treasury Shares) up to a limit equal to 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 18 to 25 of this circular (i.e. a total of 278,852,546 Shares assuming that the issued share capital of the Company remains unchanged between the Latest Practicable Date and the date of the Annual General Meeting).

Subject to the approval of Shareholders, the Company may only use the general mandate for the sale or transfer of treasury Shares after the amendments to the Listing Rules relating to treasury shares come into effect on June 11, 2024.

In addition, a separate ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting contained in item 7 of the notice of the Annual General Meeting as set out on pages 18 to 25 of this circular.

The Issuance Mandate (including the extended Issuance Mandate), if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issuance Mandate (including the extended Issuance Mandate) up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next

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LETTER FROM THE BOARD

annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the date of revocation or variation of the Issuance Mandate (including the extended Issuance Mandate) by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

The Directors wish to state that they have no immediate plan to issue any new Shares (including any sale or transfer of treasury Shares) pursuant to the Issuance Mandate (if granted to the Directors at the Annual General Meeting).

5. RE-APPOINTMENT OF SHINEWING (HK) CPA LIMITED AS AUDITOR OF THE COMPANY

The Board proposes to re-appoint SHINEWING (HK) CPA Limited as auditor of the Company to hold office until the conclusion of the next annual general meeting. A resolution will also be proposed to authorize the Board to fix the auditor’s remuneration. SHINEWING (HK) CPA Limited has indicated its willingness to be re-appointed as the Company’s auditor for the said period.

6. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board proposes to amend the Articles of Association of the Company (the ‘‘Articles Amendments’’) in order to (i) update and bring the Articles of Association in line with the relevant amendments made to the Listing Rules in respect of the electronic dissemination of corporate communications by listed issuers (effective from December 31, 2023); and (ii) make other consequential and housekeeping amendments.

Details of the Articles Amendments are set out in Appendix III to this circular. The Chinese translation of the Articles Amendments is for reference only. In case of any discrepancy or inconsistency between the English version and its Chinese translation, the English version shall prevail.

The legal adviser to the Company as to Hong Kong law have confirmed that the Articles Amendments are not inconsistent with the Listing Rules and the legal adviser to the Company as to Cayman Islands law have confirmed that the Articles Amendments do not violate Cayman Islands law. The Company confirms that there is nothing unusual about the Articles Amendments.

The Articles Amendments shall be subject to the passing of a special resolution by the Shareholders at the Annual General Meeting.

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting, which contains, inter alia, ordinary resolutions to approve the re-election of the retiring Directors, the granting of the Share Repurchase Mandate and the Issuance Mandate, the extension of the Issuance Mandate and the re-appointment of the Company’s auditor, and the special resolution to approve the amendments to the Articles of Association are set out on pages 18 to 25 of this circular.

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LETTER FROM THE BOARD

Pursuant to the Listing Rules and Article 66(1) of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll, except where the chairman decides to allow a resolution relating purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.ingdangroup.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 10:30 a.m. on Monday, June 3, 2024 or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

9. RECOMMENDATION

The Directors consider that the proposed re-election of the retiring Directors, the granting of the Share Repurchase Mandate, the Issuance Mandate, the extension of the Issuance Mandate, the re-appointment of the Company’s auditor and the proposed amendments to the Articles of Association are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, On behalf of the Board

Ingdan, Inc.

KANG Jingwei, Jeffrey Chairman, Executive Director and Chief Executive Officer

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

The following are details of the Directors who will retire at the Annual General meeting according to the Articles of Association, and being eligible, offer themselves for re-election at the Annual General Meeting.

(1) MR. KANG JINGWEI, JEFFREY

Mr. KANG Jingwei, Jeffrey (‘‘Mr. Kang’’), aged 54, is the founder and Chairman of the Group, and was appointed as an executive Director on March 1, 2014. He has been appointed as our Chief Executive Officer since July 18, 2014. Mr. Kang is responsible for the overall strategic planning and business direction of the Group. Mr. Kang is also a director of the following company of the Group:

• Ingdan Group, Inc. (formerly known as Cogobuy Group, Inc. and Vision Well Global Limited).

Mr. Kang earned his bachelor of engineering degree in electrical engineering from South China Technology University in Guangzhou, China in July, 1991. Mr. Kang has over 25 years of experience in the Internet multimedia and electronic component distribution industry. Prior to founding the Company in 2002, Mr. Kang founded the predecessor of a former NASDAQ listed company Viewtran Group, Inc. (‘‘Viewtran’’) (OTCMKTS: VIEWF), formerly known as Comtech Group, in 2002, to act as a distribution channel for the sale of electronic components in the PRC and has served as an executive director of Viewtran until May 2014. Mr. Kang also founded an Internet multimedia company, Viewtran Inc., in 2000.

Mr. Kang has entered into a director service agreement with the Company for a term of 3 years commencing from June 2, 2020 and his appointment will continue thereafter unless and until terminated by either party giving 3 months’ written notice in accordance with his director service agreement. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the director service agreement, Mr. Kang is entitled to a fixed salary of RMB1,000,000 per annum payable in 12 monthly instalments, for holding his office as an executive Director, Chairman and Chief Executive Officer of the Company, and a discretionary year-end bonus of an amount which may be recommended by the Board or the Remuneration Committee. Mr. Kang’s remuneration is determined in accordance with the policy reviewed by the Remuneration Committee, based on appropriate criteria including but not limited to meritocracy and common market practice for comparable board compensations of other listed issuers. Mr. Kang has not received any remuneration for acting as a director of Ingdan Group, Inc.

As at the Latest Practicable Date, Mr. Kang (i) owns Envision Global as to 100%, which in turn owns 650,200,000 Shares and is therefore deemed to be interested in these shares held by Envision Global, and (ii) personally owns 1,800,000 Shares which were granted to him under the restricted share unit scheme adopted by the Company and have vested.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

Save as disclosed above, as at the Latest Practicable Date, Mr. Kang (i) does not hold any other position with the Company and other members of the Group; (ii) does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company; (iii) has not held other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or other major appointments and professional qualifications.

Save as disclosed above, there is no other information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

(2) MR. HAO CHUNYI, CHARLIE

Mr. HAO Chunyi, Charlie (‘‘Mr. Hao’’), aged 64, was appointed as an independent nonexecutive Director on February 13, 2018. He is also the chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination Committee. Mr. Hao has been appointed as the chief executive officer and director of Tristar Acquisition I Corp., a company listed on NYSE (NYSE: TRIS), with effect from July 18, 2023. Mr. Hao has also been appointed as director of Finnovate Acquisition Corp, a company listed on NASDAQ (NASDAQ: FNVT), with effect from May 29, 2023. Mr. Hao was the chief financial officer and chairman to the board of directors of East Stone Acquisition Corporation, an investment company incorporated in the BVI and listed on NASDAQ (NASDAQ: ESSC), from January 2020 to November 2022. Mr. Hao was the chief executive officer and president of Shandong Haizhicheng Energy Engineering Co., Ltd., a pioneer in the research and development in new energy engineering projects, from 2015 to 2019. Over the years, Mr. Hao has been instrumental in the founding and establishments of several investment funds and companies, including China Fundamental Acquisition Corporation, where Mr. Hao was the chief executive officer from 2008 to 2010, and a member of the board of directors and the president of China of Asia Automotive Acquisition Corporation from 2005 to 2008. Mr. Hao was the chief financial officer of Delphi Automotive Corp (Saginaw Steering System) (‘‘Delphi’’) of General Motors Inc., and oversaw the financials of three joint ventures to Delphi headquarter in Beijing from 1995 to 1999.

Mr. Hao received his MBA degree from Pace University, Master of Arts from University of Notre Dame and Bachelor of Arts from Beijing Language and Culture University.

Mr. Hao has entered a letter of appointment with the Company for a term of 3 years commencing from June 9, 2023 and his appointment will continue thereafter unless and until terminated by either party giving 3 months’ written notice in accordance with his letter of appointment. He is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association. Pursuant to the appointment letter, Mr. Hao is entitled to a fixed salary of HK$300,000 per annum payable in 4 equal quarterly instalments. Mr. Hao’s remuneration is determined in accordance with the policy reviewed by the Remuneration Committee, based on appropriate criteria including but not limited to meritocracy and common market practice for comparable board compensations of other listed issuers.

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APPENDIX I

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, as at the Latest Practicable Date, Mr. Hao (i) does not hold any other position with the Company and other members of the Group; (ii) does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company; (iii) has not held other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or other major appointments and professional qualifications; and (iv) does not have any interests in the shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,394,262,732 Shares, with no treasury Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged between the Latest Practicable Date and the date of the Annual General Meeting, i.e. being 1,394,262,732 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, up to a total of 139,426,273 Shares, representing 10% of the total number of Shares in issue (excluding any treasury Shares) as at the date of the Annual General Meeting during the period up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the date of revocation or variation of the Share Repurchase Mandate by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

2. REASONS FOR SHARE REPURCHASES

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

The Company may only apply funds legally available for share repurchase in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

It is presently proposed that any repurchase of Shares would be made out of capital paid up on the repurchased Shares, funds of the Company which would otherwise be available for dividend or distribution or out of proceeds of a fresh issue of Shares made for the purpose and, in the case of any premium payable on such repurchase, from funds of the Company otherwise available for dividend or distribution or from the Company’s share premium account.

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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2023) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange in each of the twelve months immediately prior to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2023
April	1.750	1.500
May	1.650	1.330
June	1.560	1.310
July	1.440	1.270
August	1.370	1.150
September	1.240	1.020
October	1.340	0.910
November	1.370	1.160
December	1.280	1.030
2024
January	1.260	0.810
February	1.190	0.980
March	1.240	0.990
April (up to the Latest Practicable Date)	1.140	0.940

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.

The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group’s capital management needs at the relevant time of the repurchases.

For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of such increase.

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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the substantial Shareholders who were interested in 10% or more of the issued share capital of the Company were as follows:

		Percentage
		interest in
		the issued share
	Current	capital of
	percentage	the Company in
	interest in the	the event the	Number of
	issued share	Repurchase	shares
	capital of the	Mandate is	beneficially
Name of Shareholder	Company	exercised in full	held
Envision Global	46.63%	51.82%	650,200,000
Mr. Kang Jingwei, Jeffrey
(‘‘Mr. Kang’’)(2)	46.76%	51.96%	652,000,000
Total Dynamic Holdings Limited	13.12%	14.57%	182,888,000
Ms. Yao(3)	13.12%	14.57%	182,888,000

Notes:

• (1) All the Shares are held in long position (as defined under Part XV of the SFO).

• (2) Mr. Kang owns Envision Global as to 100%, which in turn owns 650,200,000 Shares. Therefore, Mr. Kang is deemed to be interested in the 650,200,000 Shares held by Envision Global.

• (3) Ms. Yao owns Total Dynamic Holdings Limited as to 100%, which in turn owns 182,888,000 Shares. Therefore, Ms. Yao is deemed to be interested in these Shares held by Total Dynamic Holdings Limited.

• (4) The percentage is this table is for illustrative purpose only, subject to rounding errors and is calculated based on the number of Shares in issue as at the Latest Practicable Date.

In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the interests of the substantial shareholders in the Company will be increased to approximately the percentages as set out in the table above. The Directors believe that such increases in shareholding may give rise to an obligation on Envision Global and Mr. Kang to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Share Repurchase Mandate (if granted to the Directors at the Annual General Meeting) to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

8. REPURCHASE OF SHARES MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company has not repurchased any Shares (whether on the Stock Exchange or otherwise).

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DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Details of the proposed amendments to the Articles of Association of the Company are set out below. The English version shall prevail in case of any discrepancy or inconsistency between the English version and its Chinese translation.

Article 2(1)

• (1) By deleting the words ‘‘electron magnetic’’ and replacing it with the word ‘‘similar’’ in the definition of ‘‘electronic communication’’ in Article 2(1).

Article 2(2)

• (2) By adding the following words immediate after the words ‘‘participation shall be construed accordingly’’ in Article 2(2)(j):

• ‘‘, and (b) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 64E’’

Article 76

• (3) By deleting the first sentence of Article 76 in its entirety and replacing it with the following:

• ‘‘The instrument appointing a proxy shall be in such form as the Board may determine and in the absence of such determination, shall be in writing signed by the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or signed by an officer, attorney or other person authorised to sign the same.’’

Article 151

• (4) By deleting the words ‘‘, and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents’’ in Article 151.

Article 158

• (5) By inserting the words ‘‘and ‘‘actionable corporate communication’’’’ immediately after the words ‘‘‘‘corporate communication’’’’ in the parentheses in Article 158(1).

• (6) By inserting the words ‘‘, subject to compliance with the Listing Rules,’’ immediately after the words ‘‘other form of electronic transmission or electronic communication and’’ in Article 158(1).

• (7) By deleting the words ‘‘, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person’’ in Article 158(1)(e).

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DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

• (8) By deleting Article 158(1)(f) in its entirety and replacing it with the following:

• ‘‘(f) by making it available on the Company’s website and/or the website of the Designated Stock Exchange; or’’

• (9) by deleting Articles 158(2) and 158(4) in its entirety and replacing it with the words ‘‘INTENTIONALLY DELETED’’ respectively.

Article 159

• (10) by deleting Article 159(b) in its entirety and replacing it with the following:

• ‘‘(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice, documents or publication being made available on the Company’s website and/or the website of the Designated Stock Exchange, is deemed given or served by the Company on the day it first so appears on the relevant website(s), unless the Listing Rules specify a different date. In such cases, the deemed date of service shall be as provided or required by the Listing Rules;’’

• (11) by deleting Article 159(c) in its entirety and replacing it with the words ‘‘INTENTIONALLY DELETED’’.

Article 160

• (12) by deleting the words ‘‘by post to or left at the registered address of any Member in pursuance of’’ and replacing it with the words ‘‘in any manner permitted by’’ in Article 160(1).

• (13) by deleting Article 160(2) in its entirety and replacing it with the following:

• ‘‘(2) A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it via electronic means or through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the electronic or postal address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such electronic or postal address has been so supplied) by giving the Notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.’’

Article 161

• (14) by adding the words ‘‘The signature to any Notice or document to be given by the Company may be written, printed or in electronic form.’’ at the end of Article 161.

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NOTICE OF ANNUAL GENERAL MEETING

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INGDAN, INC. 硬 蛋 創 新

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 400))

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of Ingdan, Inc. (the ‘‘Company’’) will be held at IngDan Innovation Center, 1st Floor, Microsoft Comtech Tower, No. 55 Gaoxin South 9th Road, Nanshan District, Shenzhen, China on Wednesday, June 5, 2024 at 10:30 a.m. for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the ‘‘Directors’’) and auditor of the Company for the year ended December 31, 2023.

2. (a) To re-elect Mr. KANG Jingwei, Jeffrey as an executive director of the Company.

3. (b) To re-elect Mr. HAO Chunyi, Charlie as an independent non-executive director of the Company.

4. To authorize the board of Directors (the ‘‘Board’’) to fix the respective remuneration of the directors of the Company.

5. To re-appoint SHINEWING (HK) CPA Limited as the Company’s auditor to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration.

6. To consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined in paragraph (d) below) all the powers of the Company to repurchase its own shares subject to and in accordance with all applicable laws, rules and regulations;

• (b) the total number of shares of the Company which may be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing of this resolution, and if any subsequent

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NOTICE OF ANNUAL GENERAL MEETING

consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same;

• (c) the approval in paragraph (a) of this resolution shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company on behalf of the Company during the Relevant Period (as defined in paragraph (d) below) to procure the Company to purchase its shares at a price determined by the directors of the Company; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date of revocation or variation of this resolution by an ordinary resolution of the shareholders in general meeting.’’

• To consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined in paragraph (d) below) to allot, issue and deal with additional shares (including any sale or transfer of shares out of treasury that are held as treasury shares) (which shall have the meaning ascribed to it under the the Rules Governing the Listing of Securities on The Stock Exchange of the Hong Kong Limited coming into effect on June 11, 2024) in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;

• (b) the mandate in paragraph (a) above shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period (as defined in paragraph (d) below) which would or might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) below);

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted and issued (including any sale or transfer of shares out of treasury that are held as treasury shares) by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined in paragraph (d) below);

• (ii) any issue of shares under a share scheme of the Company; and

• (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date of revocation or variation of this resolution by an ordinary resolution of the shareholders in general meeting.

‘‘Rights Issue’’ means an offer of shares in the Company, open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).’’

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:

‘‘THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening the AGM (the ‘‘Notice’’), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued (including any sale or transfer of shares out of treasury that are held as treasury shares) by the Directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company (excluding any shares that are held as treasury shares) as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution).’’

1. To consider and, if thought fit, pass the following resolution, with or without amendments, as a special resolution:

SPECIAL RESOLUTION

‘‘THAT:

• (a) the amended and restated articles of association of the Company (the ‘‘Articles’’) be and are hereby amended as follows:

Article 2(1)

• (1) By deleting the words ‘‘electron magnetic’’ and replacing it with the word ‘‘similar’’ in the definition of ‘‘electronic communication’’ in Article 2(1).

Article 2(2)

• (2) By adding the following words immediate after the words ‘‘participation shall be construed accordingly’’ in Article 2(2)(j):

• ‘‘, and (b) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 64E’’

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NOTICE OF ANNUAL GENERAL MEETING

Article 76

• (3) By deleting the first sentence of Article 76 in its entirety and replacing it with the following:

‘‘The instrument appointing a proxy shall be in such form as the Board may determine and in the absence of such determination, shall be in writing signed by the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or signed by an officer, attorney or other person authorised to sign the same.’’

Article 151

• (4) By deleting the words ‘‘, and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents’’ in Article 151.

Article 158

• (5) By inserting the words ‘‘and ‘‘actionable corporate communication’’’’ immediately after the words ‘‘‘‘corporate communication’’’’ in the parentheses in Article 158(1).

• (6) By inserting the words ‘‘, subject to compliance with the Listing Rules,’’ immediately after the words ‘‘other form of electronic transmission or electronic communication and’’ in Article 158(1).

• (7) By deleting the words ‘‘, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person’’ in Article 158(1)(e).

• (8) By deleting Article 158(1)(f) in its entirety and replacing it with the following:

• ‘‘(f) by making it available on the Company’s website and/or the website of the Designated Stock Exchange; or’’

• (9) by deleting Articles 158(2) and 158(4) in its entirety and replacing it with the words ‘‘INTENTIONALLY DELETED’’ respectively.

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NOTICE OF ANNUAL GENERAL MEETING

Article 159

• (10) by deleting Article 159(b) in its entirety and replacing it with the following:

• ‘‘(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice, documents or publication being made available on the Company’s website and/or the website of the Designated Stock Exchange, is deemed given or served by the Company on the day it first so appears on the relevant website(s), unless the Listing Rules specify a different date. In such cases, the deemed date of service shall be as provided or required by the Listing Rules;’’

• (11) by deleting Article 159(c) in its entirety and replacing it with the words ‘‘INTENTIONALLY DELETED’’.

Article 160

• (12) by deleting the words ‘‘by post to or left at the registered address of any Member in pursuance of’’ and replacing it with the words ‘‘in any manner permitted by’’ in Article 160(1).

• (13) by deleting Article 160(2) in its entirety and replacing it with the following:

• ‘‘(2) A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it via electronic means or through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the electronic or postal address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such electronic or postal address has been so supplied) by giving the Notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.’’

Article 161

• (14) by adding the words ‘‘The signature to any Notice or document to be given by the Company may be written, printed or in electronic form.’’ at the end of Article 161.

• (b) Any Director or officer of the Company be and is hereby authorized to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or

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NOTICE OF ANNUAL GENERAL MEETING

expedient to give effect to the aforesaid resolution (a), including without limitation attending to necessary filings with the Registrar of Companies in Hong Kong and the Cayman Islands.’’

By Order of the Board Ingdan, Inc. KANG Jingwei, Jeffrey Chairman, Executive Director and Chief Executive Officer

Hong Kong, April 29, 2024

Notes:

1. All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and the Company’s articles of association. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a shareholder of the Company.

If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share held by him.

1. In order 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 that power of attorney or authority, must be deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 10:30 a.m. on Monday, June 3, 2024 or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. For the purpose of determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed during which period no transfer of shares will be registered. Details of such closure are set out below:

Latest time to lodge transfer 4:30 p.m. on Thursday, May 30, 2024 documents for registration Closure of register of members Friday, May 31, 2024 to Wednesday, June 5, 2024, both dates inclusive Record date Wednesday, June 5, 2024

In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than the aforementioned latest time.

In the event that the AGM is adjourned to a date later than June 5, 2024 because of bad weather or other reasons, the book closure period and record date for determination of entitlement to attend and vote at the AGM will remain the same as stated above.

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NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint holders of any share of the Company, any one of such persons may vote at the AGM either personally 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 the AGM personally or by proxy, the vote of the senior holder 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 of the Company in respect of the joint holding.

2. A circular containing further details concerning items 2, 5, 6, 7 and 8 set out in the above notice will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company and sent to shareholders of the Company together with this notice, where applicable.

3. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the executive Directors are Mr. KANG Jingwei, Jeffrey, Mr. WU Lun Cheung Allen and Ms. GUO Lihua; and the independent non-executive Directors are Mr. YE Xin, Dr. MA Qiyuan and Mr. HAO Chunyi, Charlie.

– 25 –