Jakota Capital (Holding) Group — Proxy Solicitation & Information Statement 2025

Jan 6, 2025

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.

京基金融國際

KINGKEY FINANCIAL INTERNATIONAL

KINGKEY FINANCIAL INTERNATIONAL (HOLDINGS) LIMITED

京基金融國際(控股)有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01468)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of the shareholders (the “Shareholder(s)”) of Kingkey Financial International (Holdings) Limited (the “Company”) will be held at 22/F, Euro Trade Centre, 13–14 Connaught Road Central, Central, Hong Kong on Wednesday, 22 January 2025, 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. The capitalised terms defined in the circular of the Company dated 7 January 2025 (the “Circular”) in relation to, among others, the Proposed Acquisition, of which this notice forms part shall have the same meanings when used herein unless otherwise specified:

ORDINARY RESOLUTION

1. “THAT:

(a) the sale and purchase agreement dated 24 September 2024 (the “Agreement”) (a copy of the Agreement marked “A” having been produced to the EGM and initialed by the chairman of the EGM for the purpose of identification) entered into between the Company as purchaser and IndexAtlas AG as vendor (the “Vendor”), pursuant to which the Company conditionally agreed to purchase and the Vendor has conditionally agreed to sell, 6,000,000 fully paid-in bearer shares of par value of CHF0.42 each in the share capital of Youngtimers AG, at the consideration of CHF4.32 million (equivalent to approximately HK$39.67 million) (the “Consideration”), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

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(b) subject to the fulfilment or waiver of the conditions set out in the Agreement, the directors of the Company (the “Directors”) be and are hereby granted a specific mandate (the “Specific Mandate”) to exercise all the powers of the Company to allot and issue 93,786,894 new shares of the Company (the “Consideration Share(s)”) to the Vendor at the issue price of HK$0.423 per Consideration Share to settle the Consideration, subject to and in accordance with the terms and conditions of the Agreement; and

(c) any one or more of the Directors be and is/are hereby authorised to do all such acts and things, and to sign, execute and deliver all such documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to carry out or give effect to or in connection with the Agreement and the transactions contemplated thereunder, including without limitation, the allotment and issue of the Consideration Shares under the Specific Mandate and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interests of the Company and its shareholders as a whole.”

By order of the Board
Kingkey Financial International (Holdings) Limited
Mong Cheuk Wai
Chairman and Executive Director

Hong Kong, 7 January 2025

Notes:

1. Unless otherwise defined in this notice or the context otherwise requires, terms defined in Circular shall have the same meanings when used in this notice.

2. Voting at the EGM will be taken by poll as required under the Listing Rules.

3. Any member entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the meeting of the Company. A proxy need not be a member of the Company.

4. The register of members of the Company will be closed from Friday, 17 January 2025 to Wednesday, 22 January 2025 (both days inclusive) for determining the entitlements of the Shareholders to attend and vote at the EGM. In order to be eligible for attending and voting at the EGM, all transfers of Shares (together with the relevant share certificates and instruments of transfer) must be lodged with the Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by not later than 4:30 p.m. on Thursday, 16 January 2025.

5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

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1. A form of proxy for the EGM is enclosed. In order to be valid, the form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

2. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the EGM, and in such event the instrument appointing a proxy shall be deemed to be revoked.

3. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the EGM, 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 EGM 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 share shall alone be entitled to vote in respect thereof.

4. The English text of this notice of extraordinary general meeting shall prevail over the Chinese text in case of inconsistency.

5. If a black rainstorm warning signal, a tropical cyclone warning signal no. 8 or above or "extreme conditions" caused by super typhoons is in force at or after 8:00 a.m. on the date of the EGM and/or the Hong Kong Observatory has announced at or before 8:00 a.m. on date of the EGM that either of the abovementioned warnings is to be issued within the next two hours, the EGM will be postponed. The Company will publish an announcement on the websites of the Company and the Stock Exchange to notify members of the date, time and place of the rescheduled EGM.

6. If member has any particular access requirements or needs special arrangements for participating at the meeting, please contact the Hong Kong branch share registrar and transfer office of the Company.

7. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. Shareholders should make their own decision as to whether they would attend the EGM under bad weather conditions bearing in mind their own situations and if they choose to do so, they are advised to exercise care and caution.

As at the date of this notice, the executive Directors are Mr. Mong Cheuk Wai, Ms. Cheung Pui Ki Gloria and Mr. Leung Siu Kee; and the independent non-executive Directors are Ms. Mak Yun Chu, Mr. Hung Wai Che and Mr. Chan Ting Fung.

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