Jimu Group Limited — Proxy Solicitation & Information Statement 2018

Jan 4, 2018

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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EVER SMART INTERNATIONAL HOLDINGS LIMITED 永駿國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code : 8187

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘Meeting’’) of shareholders of Ever Smart International Holdings Limited (the ‘‘Company’’) will be held at Portion 2, 12th Floor, The Center, 99 Queen’s Road Central, Hong Kong on Monday, 22 January, 2018, at 3:00 p.m., to consider and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

1. (a) To re-elect Mr. Dong Jun as an executive director of the Company (‘‘Director’’);

   • (b) To re-elect Mr. Peng Shaoxin as an executive Director;

   • (c) To re-elect Mr. Yan Taotao as an executive Director;

   • (d) To re-elect Ms. Long Jingjie as an executive Director;

   • (e) To re-elect Mr. Wen Cyrus Jun-Ming as a non-executive Director;

   • (f) To re-elect Mr. Zhang Songyi as a non-executive Director;

   • (g) To re-elect Mr. Liu Jiangtao as an independent non-executive Director;

   • (h) To re-elect Mr. Guo Zhongyong as an independent non-executive Director;

   • (i) To re-elect Mr. Peng Chuang as an independent non-executive Director; and

   • (j) To re-elect Mr. Hon Ping Cho Terence as an independent non-executive Director.

2. To authorize the board of directors of the Company to fix the remuneration of the Directors.

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SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be changed from ‘‘Ever Smart International Holdings Limited’’ to ‘‘Jimu Group Limited’’ and to adopt the dual foreign name in Chinese of the Company ‘‘積木集團有限公司’’ to replace its existing Chinese name ‘‘永駿國際 控股有限公司’’ which had been used for identification purpose only (the ‘‘Proposed Change of Company Name’’) and that any one director of the Company be and is hereby authorized to do all such acts, deeds and things and execute (where required, under the common seal of the Company) all such documents as he or she may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

By Order of the board of Directors Ever Smart International Holdings Limited Dong Jun Chairman

Hong Kong, 5 January 2018

Registered Office: P.O. Box 1350 Clifton House 75 Fort Street Grand Cayman KY1-1108 Cayman Islands

Head Office and Principal Place of Business in Hong Kong: Suite 2207, 22/F Prudential Tower The Gateway Harbour City Kowloon Hong Kong

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Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint 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 and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorized on its behalf.

3. Where there are joint registered holders of any shares, any one of such persons may vote at the Meeting (or any adjournment thereof), 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 by present at the Meeting 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. In order to be valid, the instrument appointing a proxy and, if requested by the board of Directors, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch 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 any adjournment thereof.

5. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in a case where the meeting was originally held within 12 months from such date.

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

7. Details of the retiring directors proposed to be re-elected as directors of the Company at the Meeting are set out in the Appendix to the circular of the Company dated 5 January 2018.

As at the date of hereof, the executive Directors are Mr. Dong Jun (Chairman), Mr. Ho Kin Wai (Chief Executive Officer), Mr. Peng Shaoxin, Mr. Yan Taotao and Ms. Long Jingjie; the non-executive Directors are Mr. Wen Cyrus Jun-Ming and Mr. Zhang Songyi; and the independent non-executive Directors are Mr. Liu Jiangtao, Mr. Guo Zhongyong, Mr. Peng Chuang and Mr. Hon Ping Cho Terence.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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:– (1) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; and (2) there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting and on the Company’s website at http://esmart.hk.

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