Lianlian DigiTech Co., Ltd. — Proxy Solicitation & Information Statement 2024

Jun 28, 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 what action to take in relation to this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional public accountant or other professional adviser.

If you have sold or transferred all your shares in Lianlian DigiTech Co., Ltd. , you should at once hand this circular, together with the enclosed proxy form, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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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Lianlian DigiTech Co., Ltd. 連連數字科技股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2598)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY; AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of Lianlian DigiTech Co., Ltd. to be held on Monday, July 15, 2024 at 10:00 a.m. at the meeting room of the Company at 12/F, Block A, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC is set out on pages EGM-1 to EGM-2 of this circular. A proxy form for use at the EGM is also enclosed in this circular. Such proxy form is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lianlian.com).

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof if Shareholders so wish.

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I – COMPARATIVE TABLE OF THE AMENDMENTS
TO THE ARTICLES OF ASSOCIATION OF THE
COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company currently in force

• “Board” the board of Directors of the Company

• “China” or the “PRC”

the People’s Republic of China, but for the purpose of this circular and for geographical reference only, “China” and the “PRC” in this circular do not include Hong Kong Special Administrative Region, the Macau Special Administrative Region of the PRC and Taiwan

• “Company”

Lianlian DigiTech Co., Ltd. (連連數字科技股份有限公 司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2598)

• “Director(s)”

• the director(s) of the Company

• “EGM” or “Extraordinary General Meeting”

• the extraordinary general meeting of the Company to be held on Monday, July 15, 2024 at 10:00 a.m. at the meeting room of the Company at 12/F, Block A, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC to consider and, if appropriate, to approve the resolution contained in the notice of the meeting which is set out on pages EGM-1 to EGM-2 of this circular, or any adjournment thereof

• “Group” the Company and its subsidiaries

• “H Share(s)”

• overseas listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Main Board of the Stock Exchange

• “H Shareholder(s)”

• holders of H Share(s)

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Share(s)” ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, comprising Unlisted Shares and H Shares “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisor(s)” supervisor(s) of the Company “Unlisted Share(s)” ordinary share(s) issued by the Company with a nominal value of RMB1.00 each, which is/are not listed on any stock exchange

– 2 –

LETTER FROM THE BOARD

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Lianlian DigiTech Co., Ltd. 連連數字科技股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2598)

Executive Directors: Registered office in the PRC: Mr. Zhang Zhengyu (章徵宇) (Chairman) B3, 12/F, Building 1 Mr. Xin Jie (辛潔) 79 Yueda Lane Ms. Wei Ping (魏萍) Binjiang District, Hangzhou Mr. Zhu Xiaosong (朱曉松) Zhejiang Province Mr. Wang Yu (王愚) PRC Independent Non-executive Directors: Principal place of business in the PRC: Mr. Chun Chang B3, 12/F, Building 1 Mr. Wong Chi Kin (黃志堅) 79 Yueda Lane Ms. Lin Lanfen (林蘭芬) Binjiang District, Hangzhou Zhejiang Province PRC

Principal place of business in Hong Kong: 46/F, Hopewell Centre 183 Queen’s Road East Wan Chai Hong Kong

June 28, 2024

To the Shareholders:

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY; AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution at the EGM.

– 3 –

LETTER FROM THE BOARD

At the EGM, special resolution will be proposed as follows:

• (1) to consider and approve the proposed amendments to the Articles of Association.

In order to enable you to have a better understanding of the resolution to be proposed at the EGM and to make an informed decision in the circumstance where sufficient and necessary information is available, we have provided detailed information to Shareholders in this circular.

2. MATTERS TO BE RESOLVED AT THE EGM

Special Resolution

To consider and approve the proposed amendments to the Articles of Association

Reference is made to the announcement of the Company dated June 28, 2024 in relation to, among other things, the proposed amendments to the Articles of Association.

In order to further clarify certain provisions of the Articles of Association in accordance with the relevant requirements of laws and administrative regulations and regulatory documents, including the Guidelines for Articles of Association of Listed Companies, the Board proposes to make the proposed amendments to the Articles of Association (the “ Proposed Amendments to the Articles of Association ”) to (1) specify the number of deputy general managers as 6; and (2) clarify that the proportion of employee representative Supervisor shall be one-third of all Supervisors of the Company.

The Board also proposes the Shareholders to authorize the Board to delegate the management of the Company to handle relevant filing procedures with the relevant regulatory authorities in respect of Proposed Amendments to the Articles of Association, and to make wording adjustments and amendments to the Articles of Association according to the opinions of the relevant regulatory authorities (if necessary).

Details of the Proposed Amendments to the Articles of Association of the Company are set out in the Appendix I to this circular.

The legal advisers of the Company as to the laws of Hong Kong and the laws of the PRC have respectively confirmed that the Proposed Amendments to the Articles of Association comply with the requirements of the Listing Rules and applicable laws and regulations in the PRC. The Company confirms that there is nothing unusual about the Proposed Amendments to the Articles of Association for a company incorporated in the PRC and listed in Hong Kong.

Relevant resolution will be proposed at the EGM for Shareholders’ consideration and approval as a special resolution.

– 4 –

LETTER FROM THE BOARD

3. EGM AND PROXY ARRANGEMENT

The proxy form of the EGM is enclosed herewith.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. H Shareholders are required to return the proxy form to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong and holders of Unlisted Shares are required to return the proxy form to the Company’s principal place of business in the PRC at B3, 12/F, Building 1, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC by personal delivery or by post not less than 24 hours before the time fixed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.

4. VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the EGM will exercise his power under the Articles of Association to demand a poll in relation to the proposed resolution at the EGM.

5. CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of the Shareholders to attend and vote at the Extraordinary General Meeting, the register of members of the Company will be closed from Thursday, July 11, 2024 to Monday, July 15, 2024 (both days inclusive), during which period no transfer of Shares will be registered. In order for the H Shareholders to qualify for attending and voting at the EGM, all properly completed share transfer forms together with the relevant H share certificates shall be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, July 10, 2024.

6. RECOMMENDATION

The Board considers that the resolution set out in the notice of the EGM is in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of such resolution to be proposed at the EGM.

– 5 –

LETTER FROM THE BOARD

7. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

By order of the Board Lianlian DigiTech Co., Ltd. Zhang Zhengyu Chairman

– 6 –

COMPARATIVE TABLE OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

APPENDIX I

	The Original Articles of Association		The Amended Articles of Association
	Article 128 The Company shall have one general		Article 128 The Company shall have one general
	manager, who shall be appointed or dismissed by the		manager, who shall be appointed or dismissed by the
	Board of Directors.		Board of Directors.
	The Company shall have several deputy general managers and one chief financial officer, who shall be		The Company shall have ~~several ~~6 deputy general managers and one chief financial officer, who shall be
	appointed or dismissed by the Board of Directors.		appointed or dismissed by the Board of Directors.
	Article 145 The Company shall have a Board of		Article 145 The Company shall have a Board of
	Supervisors. The Board of Supervisors consists of three		Supervisors. The Board of Supervisors consists of three
	supervisors and shall have one chairman. The chairman		supervisors and shall have one chairman. The chairman
	of the Board of Supervisors shall be elected by more		of the Board of Supervisors shall be elected by more
	than half of the supervisors. The chairman of the Board		than half of the supervisors. The chairman of the Board
	of Supervisors shall convene and preside over meetings		of Supervisors shall convene and preside over meetings
	of the Board of Supervisors. Where the chairman of the		of the Board of Supervisors. Where the chairman of the
	Board of Supervisors is incapable of performing or	is	Board of Supervisors is incapable of performing or is
	not performing his/her duties, a supervisor		not performing his/her duties, a supervisor
	recommended by half or more of the supervisors shall		recommended by half or more of the supervisors shall
	convene and preside over meetings of the Board of		convene and preside over meetings of the Board of
	Supervisors.		Supervisors.
	The Board of Supervisors shall include shareholder		The Board of Supervisors shall include shareholder
	representatives and an appropriate proportion of		representatives and an appropriate proportion of
	company employee representatives, of which the		company employee representatives, of which the
	proportion of employee representatives shall not be less		proportion of employee representatives shall~~not~~be~~less~~
	than one-third. Employee representatives on the Board		~~than ~~one-third. Employee representatives on the Board
	of Supervisors shall be democratically elected by		of Supervisors shall be democratically elected by
	employees through the employee representative		employees through the employee representative
	congress, the employee congress, or any other means.		congress, the employee congress, or any other means.

– 7 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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.

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Lianlian DigiTech Co., Ltd. 連連數字科技股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2598)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “ EGM ”) of Lianlian DigiTech Co., Ltd. (the “ Company ”) will be held at the meeting room of the Company at 12/F, Block A, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC on Monday, July 15, 2024 at 10:00 a.m. for the purposes of considering and, if thought fit, approving the following resolution. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company’s circular dated June 28, 2024 (the “ Circular ”).

SPECIAL RESOLUTION

1. To consider and approve the amendments to the Articles of Association.

By order of the Board Lianlian DigiTech Co., Ltd. Zhang Zhengyu Chairman

Hong Kong, June 28, 2024

As at the date of this announcement, the board of directors of the Company comprises Mr. Zhang Zhengyu, Mr. Xin Jie, Ms. Wei Ping, Mr. Zhu Xiaosong and Mr. Wang Yu as executive directors, Mr. Chun Chang, Mr. Wong Chi Kin and Ms. Lin Lanfen as independent non-executive directors.

– EGM-1 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

1. For further details of resolution, please refer to the circular of the Company dated June 28, 2024.

2. All resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (www.hkexnews.hk) and the Company (www.lianlian.com) in accordance with the Listing Rules.

3. All Shareholders are eligible for attending the EGM. Any Shareholder of the Company entitled to attend and vote at the EGM convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the EGM and vote instead of him/her. A proxy need not be a Shareholder. 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 proxy form. Every Shareholder present in person or by proxy shall be entitled to one vote for each Share held by him/her.

4. In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to (i) the Company’s principal place of business in the People’s Republic of China (the “ PRC ”) at B3, 12/F, Building 1, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC (for holders of Unlisted Shares) or (ii) the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders) not less than 24 hours before the time appointed for the EGM. Completion and return of the proxy form will not preclude a Shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.

5. For the purpose of determining the Shareholders’ eligibility to attend and vote at the EGM (and any adjourned meeting thereof), the register of members of the Company will be closed from Thursday, July 11, 2024 to Monday, July 15, 2024, both days inclusive, during which period no transfer of the Shares will be registered. In order for the H Shareholders to qualify for attending and voting at the EGM, all properly completed share transfer forms together with the relevant H share certificates shall be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, July 10, 2024.

6. The EGM is expected to take no more than half a day. Shareholders who attend the EGM (in person or by proxy) shall bear their own travelling and accommodation expenses.

7. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder.

8. Shareholders or their proxies shall provide their identification documents when attending the EGM. In case of a corporate Shareholder, its proxy or other person authorized to attend the meeting with a resolution passed by the board of directors or other decision-making authorities of such corporate Shareholder, should provide a copy of such resolution.

9. In case of joint holders, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose seniority will be determined by the order in which the names stand on the register of members of the Company in respect of the joint shareholding.

– EGM-2 –