LHN LIMITED — Proxy Solicitation & Information Statement 2025

Jul 10, 2025

NOTICE OF EXTRAORDINARY GENERAL MEETING

HONG KONG EXCHANGES AND CLEARING LIMITED, THE STOCK EXCHANGE OF HONG KONG LIMITED AND THE SINGAPORE EXCHANGE SECURITIES TRADING 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.

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**LHN LIMITED 賢能集團有限公司 ***

(Incorporated in the Republic of Singapore with limited liability) (Hong Kong stock code: 1730) (Singapore stock code: 41O)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Unless otherwise defined or the context otherwise requires, all capitalised terms herein shall bear the same meaning as ascribed to them in the circular dated 11 July 2025 issued by the Company (the “ Circular ”).

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“ EGM ”) of LHN Limited (the “ Company ”, and together with its subsidiaries, the “ Group ”) will be held in person at 202 Kallang Bahru Singapore 339339 on Monday, 28 July 2025 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the resolution set out below.

ORDINARY RESOLUTION

PROPOSED VOLUNTARY WITHDRAWAL OF THE LISTING OF THE COMPANY ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED

“ THAT the voluntary withdrawal of the listing of the Company’s ordinary shares on the Main Board of The Stock Exchange of Hong Kong Limited be approved and THAT upon approval by the shareholders of the Company in accordance with Rule 6.11 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Directors of the Company and/or each of them be and are hereby authorised to complete and do (or cause to be done) all such acts and things (including executing all such documents as may be required) as they or each or them may consider desirable, expedient or necessary or in the interests of the Company to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution as they or each of them may in their or each of their absolute discretion deem fit in the interests of the Group.”

By Order of the Board Chong Eng Wee Company Secretary

Singapore, 11 July 2025

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Headquarters and Principal Place of Business Principal Place of Business in Hong Kong 75 Beach Road, #04-01 5th Floor Singapore 189689 Standard Chartered Bank Building 4-4A Des Voeux Road Central Hong Kong

IMPORTANT:

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the EGM:

For Shareholders in Singapore

The Share Transfer Books and Register of Members of the Company will be closed at 5.00 p.m. on Friday, 25 July 2025 for the purpose of determining Shareholders’ entitlements to attend and vote at the EGM. Duly completed registrable transfers in respect of the Shares received by the Company’s Singapore principal share registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632 up to 5.00 p.m. on Tuesday, 22 July 2025 will be registered to determine Shareholders’ entitlements to attend and vote at the EGM.

For Shareholders in Hong Kong

In order to determine the identity of Shareholders in Hong Kong who are entitled to attend and vote at the EGM, the branch register of members of the Company in Hong Kong will be closed between Wednesday, 23 July 2025 and Monday, 28 July 2025 (both days inclusive), during which period no transfer of Shares of the Company will be registered in Hong Kong. In order to determine Shareholders’ entitlements to attend and vote at the EGM, all share transfers in Hong Kong, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4.30 p.m. on Tuesday, 22 July 2025 .

For the purpose of determination of Shareholders registered under the Singapore principal register of members and the Hong Kong branch register of members of the Company, all necessary documents, remittances accompanied by the relevant share certificates in respect of removal of Shares between the two (2) registers of members, must be submitted no later than 5.00 p.m. and 4.30 p.m. on Tuesday, 15 July 2025 to the Company’s Singapore principal share registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632 (for Singapore Shareholders only) and the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for Shareholders in Hong Kong only), respectively.

As at the date of this Notice of EGM, the executive directors of the Company are Mr. Kelvin Lim and Ms. Jess Lim; and the independent non-executive directors of the Company are Mr. Chan Ka Leung Gary, Mr. Ang Poh Seong and Mr. Lim Kian Thong.

HOLDING OF THE EXTRAORDINARY GENERAL MEETING

1. EGM FORMAT

• 1.1 The EGM will be held in a wholly physical format. There will be no option for Shareholders and members to participate virtually.

• 1.2 Shareholders and members, including SRS Investors, and (where applicable) duly appointed proxies attending the EGM in person should bring along their NRIC/passport/HKID so as to enable the Company to verify their identity. Shareholders and members are requested to arrive early to facilitate the registration process and are advised not to attend the EGM if they are feeling unwell.

2. PROXY AND VOTING AT THE EGM

• 2.1 (a) A Shareholder who is not a Relevant Intermediary (as defined below) is entitled to appoint not more than two (2) proxies to attend, speak and vote at the EGM. Where such Shareholder’s proxy form appoints more than one (1) proxy, the proportion of his/her/its shareholding concerned to be represented by each proxy shall be specified in the proxy form. If no proportion is specified, the Company shall be entitled to treat the first named proxy as representing the entire shareholding and any second named proxy as an alternate to the first named or at the Company’s option to treat the proxy form as invalid.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (b) A Shareholder who is a Relevant Intermediary (as defined below) is entitled to appoint more than two (2) proxies to attend, speak and vote at the EGM, but each proxy must be appointed to exercise the rights attached to a different Share or Shares held by such Shareholder. Where such Shareholder’s proxy form appoints more than two (2) proxies, the number and class of Shares in relation to which each proxy has been appointed shall be specified in the proxy form.

• A “ Relevant Intermediary ” has the meaning ascribed to it in Section 181(6) of the Companies Act 1967 of Singapore:

• (i) a banking corporation licensed under the Banking Act 1970 of Singapore or a wholly-owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;

• (ii) a person holding a capital markets services licence to provide custodial services under the Securities and Futures Act 2001 of Singapore and who holds shares in that capacity; or

• (iii) the Central Provident Fund Board (“ CPF Board ”) established by the Central Provident Fund Act 1953 of Singapore, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the CPF Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.

• 2.2 A proxy need not be a member of the Company.

• 2.3

• Shareholders and members may appoint the Chairman of the EGM as proxy but this is not mandatory.

• 2.4 The proxy form appointing the Chairman of the EGM (or any person other than the Chairman of the EGM) as proxy to vote on the Shareholder’s behalf at the EGM, duly executed, must be submitted in hard copy form or electronically via email:

• (i) if submitted by post, to be lodged at the Company’s registered office at 75 Beach Road, #04-01, Singapore 189689 (for Singapore Shareholders only) or at the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for Shareholders in Hong Kong only); or

• (ii) if submitted electronically, to be submitted via email to the Company at egm@lhngroup.com.sg,

in each case, by 10:00 a.m. on 25 July 2025 (being not less than seventy-two (72) hours before the time set for holding the EGM) and in default the proxy form shall be treated as invalid.

The completion and return of a proxy form by a Shareholder does not preclude him from attending and voting in person at the EGM should he subsequently decide to do so, although the appointment of the proxy shall be deemed to be revoked by such attendance.

• 2.5 SRS investors may:

• (i) attend and cast their vote(s) at the EGM in person if they are appointed as proxies by their respective SRS Operators, and should contact their respective SRS Operators if they have any queries regarding their appointment as proxies; or

• (ii) appoint the Chairman of the EGM as proxy to vote on their behalf at the EGM, in which case they should approach their respective SRS Operators to submit their votes by 10:00 a.m. on 16 July 2025, being at least seven (7) working days before the EGM, and such SRS Investors shall be precluded from attending the EGM.

• 2.6 This Notice of EGM, the proxy form and the Circular may be accessed from SGXNet (https://www.sgx.com/securities/company-announcements), HKEX website (www.hkexnews.hk) and the Company’s corporate website (www.lhngroup.com). For Shareholders in Hong Kong, in accordance with the requirements of the HK Listing Rules, all corporate communications (including this Notice, the proxy form and the Circular) will be made available by electronic means through HKEX website (www.hkexnews.hk) and the Company’s corporate website (www.lhngroup.com). Printed copies of this Notice, the proxy form and the Circular will be sent to Shareholders in Hong Kong only upon request.

Please note that only printed copies of this Notice of EGM, Proxy Form and Request Form (on how to request for a copy of the Circular) will be despatched to Shareholders in Singapore as the Company has opted for electronic dissemination.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

3. QUESTIONS

Shareholders and members, including SRS Investors, may submit substantial and relevant questions relating to the resolution to be tabled for approval at the EGM, in advance of the EGM, in the following manner:

• (a) by post to the Company’s registered office at 75 Beach Road, #04-01, Singapore 189689 (for Singapore Shareholders only) or to the Company’s principal place of business in Hong Kong at 5th Floor, Standard Chartered Bank Building, 4-4A Des Voeux Road Central, Hong Kong (for Shareholders in Hong Kong only); or

• (b) by email to the Company at egm@lhngroup.com.sg,

in each case, by 18 July 2025 (being seven (7) calendar days from the date of the Notice of EGM).

When sending in questions by post or email, please also include the following details for verification purposes: (a) full name; (b) NRIC No./Passport No./HKID No. (if the Shareholder is an individual) or the Company Registration No. (if the Shareholder is a corporation); (c) address, contact number and email address; (d) the manner in which the Shares are held (e.g. via CDP, SRS and/or scrip); (e) number of Shares held; and (f) whether you are a Shareholder or a proxy or a corporate representative of a corporate Shareholder.

Shareholders and, where applicable, their duly appointed proxies can also ask live at the EGM substantial and relevant questions related to the resolution to be tabled for approval at the EGM by attending the EGM in person.

Please note that the Company will not be able to answer questions from persons who provide insufficient details to enable the Company to verify their status as Shareholders.

The Company will endeavour to respond to substantial and relevant questions received in relation to the resolution to be tabled for approval at the EGM no later than forty-eight (48) hours prior to the closing date and time for the lodgement/receipt of the proxy forms via an announcement on SGXNet (https://www.sgx.com/securities/company-announcements) and HKEX website (www.hkexnews.hk). The Company will address any subsequent clarifications sought, or substantial and relevant follow-up questions (which are related to the resolution to be tabled for approval at the EGM), prior to or at the EGM itself.

The Company will, within one (1) month after the date of the EGM, publish the minutes of the EGM on SGXNet (https://www.sgx.com/securities/company-announcements), HKEX website (www.hkexnews.hk) and the Company’s corporate website (www.lhngroup.com), and the minutes will include the responses to the substantial and relevant questions which are addressed during the EGM.

4. PERSONAL DATA

4.1 Personal Data Privacy

“ Personal data ” in this Notice has the meaning ascribed to it under the Personal Data Protection Act 2012 of Singapore (“ PDPA ”), which includes your name, address and NRIC/Passport number. By submitting (a) details for the registration to observe or participate in the proceedings of the EGM, (b) an instrument appointing a proxy or proxies to attend, speak and vote at the EGM and/or any adjournment thereof, or (c) any questions prior to the EGM in accordance with this Notice, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the proxy(ies) for the EGM (including any adjournment thereof), processing the registration for the purpose of granting access to members (or their appointed proxy(ies)) to observe and participate in the proceedings of the EGM, addressing relevant and substantial questions from members received before the EGM and if necessary, following-up with the relevant members in relation to such questions, and the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “ Use of Data Purposes ”), (ii) warrants that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Use of Data Purposes, and (iii) agrees that the member will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the member’s breach of warranty.

Photographic, sound and/or video recordings at the EGM (including any adjournment thereof) may be made by the Company for record keeping and to ensure the accuracy of the minutes prepared of the EGM. Accordingly, the personal data of a member of the Company (such as his name, his presence at the EGM and any questions he may raise or motions he propose/second) may be recorded by the Company for such purpose.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

4.2 Personal Information Collection Statement

“ Personal Data ” in this Notice has the same meaning as “personal data” as defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”), which include your name(s) and address(es) and those of your proxy. For Shareholders on the register of members in Hong Kong, your supply of your and your proxy’s (or proxies’) Personal Data is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the EGM of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) Personal Data to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) Personal Data will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant Personal Data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to Tricor Investor Services Limited at the above address.

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