Jisheng Group Holdings Ltd. — Proxy Solicitation & Information Statement 2021

Oct 26, 2021

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.

JETE POWER HOLDINGS LIMITED 鑄 能 控 股 有 限 公 司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8133)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘Meeting’’) of Jete Power Holdings Limited (the ‘‘Company’’) will be held at Rooms 1703–04, World-wide House, 19 Des Voeux Road Central, Central, Hong Kong on Friday, 12 November 2021 at 10: 00 a.m. for considering and if thought fit, to approve the following resolutions of the Company:

ORDINARY RESOLUTION

1. ‘‘THAT, conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited granting the approval of the listing of, and permission to deal in, the consolidated shares of HK$0.08 each (‘‘Consolidated Shares’’) arising from the Share Consolidation (as defined below) pursuant to this resolution, with effect from the third business day immediately following the date on which this resolution is passed:

2. (a) every forty (40) issued and unissued shares of HK$0.002 each in the capital of the Company be consolidated into one (1) Consolidated Share of HK$0.08 each (‘‘Share Consolidation’’), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the articles of association of the Company;

3. (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders (‘‘Shareholder(s)’’) of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company; and

4. (c) any one of the directors of the Company be and is hereby authorised generally to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation.’’

5. For identification purposes only

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SPECIAL RESOLUTION

1. ‘‘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 ‘‘Jete Power Holdings Limited’’ to ‘‘Solomon Worldwide Holdings Limited’’, and the Chinese name ‘‘所羅門環球控股有限公司’’ be adopted and registered as the dual foreign name of the Company in place of its existing Chinese name ‘‘鑄能控股有 限公司’’ which is currently used for identification purposes only, and that any one of the directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/she may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the change of the name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

By Order of the Board Jete Power Holdings Limited Woo Lan Ying

Chairman and Executive Director

Hong Kong, 27 October 2021

Registered Office: Headquarter and principal place of Cricket Square, Hutchins Drive business in Hong Kong: P.O. Box 2681 Rooms 1703–1704, Grand Cayman KY1-1111 World-wide House, Cayman Islands 19 Des Voeux Road Central, Central, Hong Kong

Notes:

1. Precautionary measures for the EGM:

We will implement the following precautionary measures to prevent and control the spread of the Novel Coronavirus (COVID-19) at the EGM, including but not limited to:

• (i) compulsory body temperature checks and health declarations

• (ii) mandatory wearing of a surgical face mask for each attendee

• (iii) no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the Meeting venue. The Company reminds Shareholders that they may appoint the chairman of the Meeting as their proxy to vote on the relevant resolution(s) at the Meeting as an alternative to attending the Meeting in person.

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1. The above resolutions will be put to vote at the EGM by way of poll.

2. Any Shareholder entitled to attend and vote at the EGM or its any adjourned meeting (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and, on a poll, vote on his/her/its behalf subject to the provisions of the Memorandum and Articles of Association. A proxy need not be a Shareholder but must be present in person at the EGM to represent the Shareholder. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.

3. A form of proxy for use in connection with the EGM is enclosed. If you are not able to attend and vote at the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a Shareholder from attending in person and voting at the EGM or its any adjournment should he/she/it so wish.

4. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding the EGM or its adjourned meeting.

5. Where there are joint holders of any Share, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such Share as if he/she/it was solely entitled thereto; but should more than one of such joint holders be present at the EGM in person or by proxy, that one of the said joint holders so present whose name stands first on the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.

6. For determining the entitlement to attend and vote at the EGM, the transfer books and register of members of the Company will be closed from Monday, 8 November 2021 to Friday, 12 November 2021, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending and voting at the EGM, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4: 30 p.m. on Friday, 5 November 2021.

7. If typhoon signal no. 8 or above, or a ‘‘black’’ rainstorm warning is hoisted on the date of the EGM, the Meeting will be postponed. The Company will post an announcement on The Stock Exchange of Hong Kong Limited website at www.hkexnews.hk and the Company’s website at http://www.jetepower.com to notify Shareholders of the date, time and place of the rescheduled meeting.

8. Due to the constant COVID-19 pandemic situation in Hong Kong, the Company may be required to change the EGM arrangements at short notice. The Shareholders should check the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) or the Company’s website (http://www.jetepower.com) for any future announcements and updates on the EGM arrangements.

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As at the date this notice, the executive Directors are Ms. Woo Lan Ying and Mr. Luk Chi Shing, and the independent non-executive Directors are Ms. Leung Shuk Lan, Mr. Tang Yiu Wing and Mr. Wong Ka Shing.

This notice, 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 the information contained in this notice 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 notice misleading.

This notice will remain at www.hkgem.com on the ‘‘Latest Company Announcements’’ page of the GEM website for at least 7 days from the date of its posting and on the Company website at www.jetepower.com.

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