MediNet Group Limited — Proxy Solicitation & Information Statement 2022

Jul 22, 2022

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 the action to be taken, you should consult your stockbroker, or other licensed securities dealer, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your shares in MediNet Group Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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 losses howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

MediNet Group Limited

醫匯集團有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8161)

(1) PROPOSED SHARE CONSOLIDATION;

(2) PROPOSED CHANGE IN BOARD LOT SIZE;

AND

(3) NOTICE OF EGM

A notice convening an extraordinary general meeting of the Company to be held at Unit 3601, 36/F, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong on Thursday, 11 August 2022 at 3:00 p.m. (or immediately after the annual general meeting of the Company to be held on the same date) is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed.

Whether or not you intend to attend and vote at the extraordinary general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

This circular will remain on the GEM website at http://www.hkgem.com on the “Latest Listed Company Information” page for at least 7 days from the date of its publication and on the Company’s website at www.MediNetGroup.com.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the novel coronavirus (COVID-19) pandemic, the following precautionary measures will be implemented at the extraordinary general meeting of the Company:

1. all participants shall be subject to compulsory body temperature check at the entrance of the extraordinary general meeting venue and anyone with abnormal body temperature will be denied entry into the venue;
2. all participants are required to wear facial surgical masks appropriately in the extraordinary general meeting venue at all times and particularly during the whole process of the extraordinary general meeting;
3. appropriate distancing and spacing;
4. no provision of souvenir or gift; and
5. no provision of refreshments or drinks.

Attendees who do not comply with the precautionary measures referred to in (1) to (3) above may be denied entry to the extraordinary general meeting venue. For the health and safety of Shareholders, the Company strongly recommends Shareholders NOT to attend the extraordinary general meeting in person, and advises Shareholders to appoint the Chairman of the extraordinary general meeting as their proxy to vote according to their indicated voting instructions as an alternative to attending the extraordinary general meeting in person.

22 July 2022

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CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

Page

CHARACTERISTICS OF GEM ... i
DEFINITIONS ... 1
EXPECTED TIMETABLE ... 3
LETTER FROM THE BOARD ... 5
NOTICE OF EGM ... EGM-1

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the meaning defined below:

"Board"
the board of Directors

"Business Day"
a day (other than a Saturday, Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted, "extreme condition" caused by super typhoons or on which a "black" rainstorm warning is hoisted between 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC

"Company"
MediNet Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the GEM (Stock code: 8161)

"Consolidated Share(s)"
ordinary share(s) of HK$0.25 each in the share capital of the Company after the Share Consolidation becoming effective

"Director(s)"
director(s) of the Company

"EGM"
the extraordinary general meeting of the Company to be held to consider the ordinary resolution to be proposed to approve the Share Consolidation

"Existing Share(s)"
ordinary share(s) of HK$0.01 each in the existing share capital of the Company before the Share Consolidation becoming effective

"GEM"
GEM of the Stock Exchange

"GEM' Listing Committee"
the GEM listing sub-committee of the board of directors of the Stock Exchange

"GEM' Listing Rules"
the Rules Governing the Listing of Securities on GEM

"HKSCC"
Hong Kong Securities Clearing Company Limited

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"
19 July 2022, being the latest practicable date for ascertaining certain information for inclusion in this circular

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DEFINITIONS

"Share Consolidation"
the proposed consolidation of every twenty-five (25) issued and unissued Existing Shares in the share capital of the Company into one (1) Consolidated Share in the share capital of the Company

"Shareholder(s)"
holder(s) of the issued Shares

"Share(s)"
the Existing Share(s) or as the context may require, the Consolidated Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

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EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Consolidation is as follows:

Event	Time and date
	2022
Latest time for lodging transfers of shares in order to
qualify for attendance and voting at the EGM	4:30 p.m. on Friday, 5 August
Register of members closes (both days inclusive)	Monday, 8 August to
Thursday, 11 August
Latest time for lodging forms of proxy for the EGM	3:00 p.m. on Tuesday, 9 August
Record date for attendance and voting at the EGM	Thursday, 11 August
Date and time of the EGM (or immediately after
the annual general meeting of the Company
to be held on the same date)	3:00 p.m. on Thursday, 11 August
Publication of the announcement of the results of the EGM	Thursday, 11 August
The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation as set out herein.
Effective date of the Share Consolidation	Monday, 15 August
First day of free exchange of existing share certificates
for new share certificates for Consolidated Shares	Monday, 15 August
Dealing in the Consolidated Shares commences	9:00 a.m. on Monday, 15 August
Original counter for trading in the Existing Shares
in board lots of 10,000 Existing Shares
(in the form of existing share certificates)
temporarily closes	9:00 a.m. on Monday, 15 August
Temporary counter for trading in the Consolidated Shares
in board lots of 400 Consolidated Shares
(in the form of existing share certificates) opens	9:00 a.m. on Monday, 15 August
Original counter for trading in the Consolidated Shares
in board lots of 4,000 Consolidated Shares
(in the form of new share certificates for
the Consolidation Shares) re-opens	9:00 a.m. on Monday, 29 August

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EXPECTED TIMETABLE

Event	Time and date
	2022
Parallel trading in the Consolidated Shares
(in the form of new share certificates for
the Consolidated Shares and existing share
certificates) commences	9:00 a.m. on Monday, 29 August
Designated broker starts to stand in the market
to provide matching services for odd lots of
the Consolidated Shares	9:00 a.m. on Monday, 29 August
Designated broker ceases to stand in the market
to provide matching services for odd lots of
the Consolidated Shares	4:00 p.m. on Monday, 19 September
Temporary counter for trading in the Consolidated Shares
in board lots of 400 Consolidated Shares
(in the form of existing share certificates) closes	4:10 p.m. on Monday, 19 September
Parallel trading in the Consolidated Shares
(in the form of new share certificates for
the Consolidation Shares and existing share
certificates) ends	4:10 p.m. on Monday, 19 September
Last day for free exchange of existing share certificates
for new share certificates for the Consolidated Shares	Wednesday, 21 September

Note: All times and dates in this circular refer to Hong Kong local times and dates. In the event that any special circumstances arise, such dates and deadlines may be adjusted by the Board if it considers appropriate. Any changes to the expected timetable will be published or notified to the Shareholders by way of announcement(s) on the GEM website of the Stock Exchange and on the website of the Company as and when appropriate.

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LETTER FROM THE BOARD

MediNet Group Limited

醫匯集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8161)

Executive Directors

Mr. Chan Chi Wai Nelson (Chairman)

Ms. Jiang Jie

Independent non-executive Directors

Mr. Leung Po Hon

Mr. Wong Wai Leung

Mr. Kwok Sze Chi

Registered office

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Head office and principal place of business in Hong Kong

Unit 3601, 36/F.

Citicorp Centre

18 Whitfield Road, Causeway Bay

Hong Kong

22 July 2022

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION;

(2) PROPOSED CHANGE IN BOARD LOT SIZE;

AND

(3) NOTICE OF EGM

INTRODUCTION

Reference is made to the announcement of the Company dated 4 July 2022 in relation to the proposed Share Consolidation. The purpose of this circular is to provide you with details of the proposed Share Consolidation, proposed change in board lot size and the notice of the EGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes that every twenty-five (25) Existing Shares in the issued and unissued share capital of the Company be consolidated into one (1) Consolidated Share.

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LETTER FROM THE BOARD

Effects of the Share Consolidation

As at the Latest Practicable Date, there are 1,040,000,000 Existing Shares in issue which are fully paid or credited as fully paid. Assuming no further Shares will be issued from the Latest Practicable Date, upon the Share Consolidation becoming effective, there will be 41,600,000 Consolidated Shares in issue which are fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders.

Conditions of the Share Consolidation

The implementation of the Share Consolidation is conditional upon:

(i) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Consolidation;

(ii) the GEM Listing Committee granting approval for the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and

(iii) the compliance with all relevant procedures and requirements under the applicable laws of the Cayman Islands and the GEM Listing Rules to effect the Share Consolidation.

The Share Consolidation and change in board lot size are expected to become effective on 15 August 2022 subject to the fulfilment of the above conditions.

Listing Application

An application will be made by the Company to the GEM Listing Committee for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities

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LETTER FROM THE BOARD

under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares or any debt securities of the Company are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, the Company has no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lots of 10,000 Existing Shares. It is proposed that, subject to and conditional upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will be changed to 4,000 Consolidated Shares.

Based on the closing price of HK$0.035 per Existing Share as quoted on the Stock Exchange as at the Latest Practicable Date, the value of each board lot of 4,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$3,500.

REASONS FOR AND BENEFITS OF THE PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the Existing Shares approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the Company to either change the trading method or to proceed with a consolidation or splitting of the Existing Shares. The "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 (and updated on 1 October 2020) has further stated that (i) market price of the Existing Shares at a level less than HK$0.10 each will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules; and (ii) taking into account that the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000.

Over the past 12 months, the existing board lot value of the Company has been constantly less than HK$2,000 and the Existing Shares has been trading at a closing price below HK$0.10. The Board considers that the proposed Share Consolidation and the change in board lot size, resulting in a theoretical value of HK$0.875 per Consolidated Share (based on the closing price of HK$0.035 per Existing Share as at the Latest Practicable Date) and a board lot value of HK$3,500 (based on the new board lot size of 4,000 Consolidated Shares), would enable the Company to comply with the trading requirements under the GEM Listing Rules.

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LETTER FROM THE BOARD

Further, it is expected that the Share Consolidation will increase the nominal value of the Shares. Accordingly, the Share Consolidation will bring about a corresponding upward adjustment in the trading price per board lot of the Consolidated Shares on the Stock Exchange, which will reduce the overall transaction and handling costs of dealings in the Consolidated Shares. Accordingly, the Board is of the view that the Share Consolidation and change in board lot size are beneficial to the Company, the Shareholders and investors as a whole.

Save for the necessary professional expenses for the implementation of the Share Consolidation and change in board lot size, the implementation of the Share Consolidation and change in board lot size will not alter the underlying assets, business operation, management or financial position of the Company and the interests and rights of the Shareholders.

As at the date of the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation and change in board lot size, and the Company does not have any concrete plan to conduct any fund raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises and/or other corporate actions when suitable fund raising opportunities arise for future development of the Group. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate.

The Board considers that the Share Consolidation and change in board lot size are essential to achieve the above-mentioned purpose. Taking into account of the potential benefits and the insubstantial amount of costs to be incurred, the Board is of the view that the Share Consolidation and change in board lot size are in the best interest of the Company and the Shareholders as a whole.

OTHER ARRANGEMENTS

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Arrangement on odd lot trading

The Company has appointed One China Securities Limited to provide matching services, on a best effort basis from 9:00 a.m. on Monday, 29 August 2022 to 4:00 p.m. on Monday, 19 September 2022, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Any Shareholder who wishes to use this matching service should contact

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LETTER FROM THE BOARD

Ms. Carmen Wong of One China Securities Limited at 2/F., Cheong K. Building, 86 Des Voeux Road Central, Central, Hong Kong, or at the telephone number 3188 2676 during normal business hours in the aforesaid period.

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Exchange of certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, which is currently expected to be Monday, 15 August 2022, Shareholders may on or after Monday, 15 August 2022 and until Wednesday, 21 September 2022 (both days inclusive), submit their existing share certificates in green colour for the Existing Shares to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong for exchange for share certificates in blue colour for the Consolidated Shares at the expense of the Company.

Shareholders should note that after the prescribed time for free exchange of share certificates, a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the share registrar for exchange of share certificates.

After 4:10 p.m. on Monday, 19 September 2022, trading will only be in Consolidated Shares which share certificates will be issued in blue colour. Existing share certificates in green colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.

EGM

A notice of EGM convening the EGM at which an ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, to approve the proposed Share Consolidation is set out on pages EGM-1 to EGM-3 of this circular.

To the best knowledge of the Directors, no Shareholders have a material interest in the Share Consolidation and accordingly, no Shareholders will have to abstain from voting at the EGM.

Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy accompanying with this circular in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

The resolution(s) approving the Share Consolidation at the EGM shall be taken by way of poll and an announcement will be made by the Company on the results of the EGM.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 8 August 2022 to Thursday, 11 August 2022, both days inclusive, during which period no transfer of Existing Shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of Existing Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited of Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration no later than 4:30 p.m. on Friday, 5 August 2022.

COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors, the controlling shareholders of the Company or any of their respective close associates (as defined under the GEM Listing Rules) has any interest in a business which competes or may compete with the business of the Group nor does any of them has or may have any other conflicts of interests with the Group.

RESPONSIBILITY STATEMENT

This circular, 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 circular 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 circular misleading.

RECOMMENDATION

The Directors consider that the proposed Share Consolidation and proposed change in board lot size are in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolution at the EGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

For and on behalf of the Board of

MediNet Group Limited

Chan Chi Wai Nelson

Chairman and Executive Director

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NOTICE OF EGM

MediNet Group Limited

醫匯集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8161)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of MediNet Group Limited (the “Company”) will be held at Unit 3601, 36/F, Citicorp Centre, 18 Whitfield Road, Causeway Bay, Hong Kong on Thursday, 11 August 2022 at 3:00 p.m. (or immediately after the annual general meeting of the Company to be held on the same date) for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“THAT subject to and conditional upon, the granting by the GEM Listing Committee of The Stock Exchange of Hong Kong Limited of the listing of, and permission to deal in, the Consolidated Shares (as defined below) arising from the Share Consolidation (as defined below) and with effect from the second business day after the date of the passing of this resolution:

(a) every twenty-five (25) issued and unissued shares of par value of HK$0.01 each in the share capital of the Company be and are hereby consolidated into one (1) consolidated share of par value of HK$0.25 (the “Consolidated Shares”) (the “Share Consolidation”) such that the authorised share capital of the Company shall be changed from HK$50,000,000.00 divided into 5,000,000,000 shares of par value of HK$0.01 each to HK$50,000,000.00 divided into 200,000,000 Consolidated Shares of par value of HK$0.25 each;

(b) all of the Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company;

(c) all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and the net proceeds shall be retained for the benefit of the Company in such manner and on such terms as the directors of the Company (the “Directors”) may think fit; and

(d) any one of the Directors be and is hereby authorised to do all such acts and things and execute all documents he considers necessary, desirable or expedient to give effect to the Share Consolidation and the transactions contemplated thereunder.”

• EGM-1 -

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NOTICE OF EGM

By order of the Board
MediNet Group Limited
Chan Chi Wai Nelson
Chairman and Executive Director

Hong Kong, 22 July 2022

Registered office
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands

Head office and principal place of business in Hong Kong
Unit 3601, 36/F.
Citicorp Centre
18 Whitfield Road, Causeway Bay
Hong Kong

Notes:

1. A member entitled to attend and vote at the extraordinary general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the extraordinary general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. A proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

3. 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 Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the extraordinary general meeting, i.e. no later than Tuesday, 9 August 2022 at 3:00 p.m. or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the extraordinary general meeting or any adjournment thereof, should he/she/it so wish.

4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised to sign the same.

5. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at any meeting, the vote of such holder 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. Several executors or administrators of a deceased member in whose name any share stands shall be deemed joint holders thereof.

6. Any voting at the EGM shall be taken by poll.

7. The register of members of the Company will be closed from Monday, 8 August 2022 to Thursday, 11 August 2022 (both dates inclusive) for determining the entitlement of the shareholders of the Company to attend and vote at the extraordinary general meeting. In order to be eligible for attending and voting at the extraordinary general meeting, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration no later than 4:30 p.m. on Friday, 5 August 2022.

8. EGM-2 -

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NOTICE OF EGM

1. The translation into Chinese language of this notice is for reference only. In case of inconsistency, the English version shall prevail.

As at the date of this notice, the executive Directors are Mr. Chan Chi Wai Nelson and Ms. Jiang Jie; and the independent non-executive Directors are Mr. Leung Po Hon, Mr. Wong Wai Leung and Mr. Kwok Sze Chi.

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, (i) the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or this notice misleading.

This notice will remain on the GEM website at http://www.hkgem.com on the "Latest Listed Company Information" page for at least 7 days from the day of its posting and on the Company's website at www.MediNetGroup.com.

• EGM-3 -