Minmetals Land Limited — Proxy Solicitation & Information Statement 2021

Dec 17, 2021

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in HengTen Networks Group Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer 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 loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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HENGTEN NETWORKS GROUP LIMITED 恒 騰 網絡 集 團 有 限 公 司

(Proposed to be renamed as China Ruyi Holdings Limited 中國儒意控股有限公司) (a company incorporated in Bermuda with limited liability)

(Stock Code: 136)

(1) PROPOSED CHANGE OF COMPANY NAME;

(2) CHANGE OF COMPANY LOGO;

(3) PROPOSED CONSEQUENTIAL AMENDMENTS TO THE BYE-LAWS; (4) RE-ELECTION OF DIRECTORS; AND (5) NOTICE OF SGM

Capitalised terms used in this cover shall have the same meanings as defined in this circular.

A letter from the Board is set out on pages 3 to 7 of this circular.

A notice convening the special general meeting of the Company (the ‘‘SGM’’) to be held at 4:00 p.m. on Monday, 10 January 2022 at Tianshan and Lushan Room, Level 5, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong is set out on pages SGM-1 to SGM-4 of this circular. A form of proxy for use by the Shareholders at the SGM (and at any adjournment thereof) is also enclosed herein.

Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof in person should you so wish and in such event, the authority of the proxy shall be deemed to be revoked.

17 December 2021

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX — DETAILS OF THE DIRECTORS TO BE RE-ELECTED . . . . . . . . . . .	8
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

‘‘associate(s)’’ has the same meaning ascribed to it under the Listing Rules ‘‘Announcement’’ the announcement of the Company dated 3 December 2021 in relation to, among others, the Proposed Change of Name ‘‘Board’’ the board of Directors ‘‘Bye-laws’’ the bye-laws of the Company as amended, modified or otherwise supplemented from time to time

• ‘‘COVID-19’’ Coronavirus Disease 2019 ‘‘Company’’ HengTen Networks Group Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 136)

• ‘‘Director(s)’’ the director(s) of the Company

‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Latest Practicable Date’’ 15 December 2021, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained in this circular ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Mr. Ke’’ Mr. Ke Liming ‘‘Mr. Zhang’’ Mr. Zhang Qiang ‘‘Ms. Chen’’ Ms. Chen Xi

‘‘PRC’’ the People’s Republic of China which, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

‘‘Proposed Change of Name’’

the proposed change of the English name of the Company from ‘‘HengTen Networks Group Limited’’ to ‘‘China Ruyi Holdings Limited’’ and the proposed change of its secondary name in Chinese from ‘‘恒騰網絡集團有限公司’’ to ‘‘中國儒 意控股有限公司’’

– 1 –

DEFINITIONS

‘‘Proposed Consequential the proposed amendments to the Bye-laws for the purpose of Amendments to the Bye-laws’’ reflecting the Proposed Change of Name ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) for the time being in force ‘‘SGM’’ the special general meeting of the Company to be convened and held at 4:00 p.m. on Monday, 10 January 2022 at Tianshan and Lushan Room, Level 5, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong for the purpose of considering and, if thought fit, approving, among other things, the Proposed Change of Name

• ‘‘Shareholder(s)’’ the holder(s) of Shares ‘‘Shares’’ the ordinary share(s) of the Company ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘subsidiary(ies)’’ has the meaning ascribed to it under the Listing Rules

– 2 –

LETTER FROM THE BOARD

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HENGTEN NETWORKS GROUP LIMITED 恒 騰 網絡 集 團 有 限 公 司

(Proposed to be renamed as China Ruyi Holdings Limited 中國儒意控股有限公司) (a company incorporated in Bermuda with limited liability)

(Stock Code: 136)

Executive Directors:

Mr. Ke Liming (Chairman) Ms. Chen Xi Mr. Wan Chao Mr. Zhang Qiang

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-executive Directors:

Mr. Chau Shing Yim, David Mr. Nie Zhixin Mr. Chen Haiquan Professor Shi Zhuomin

Head office and principal place of business in Hong Kong: 23rd Floor China Evergrande Centre 38 Gloucester Road Wanchai Hong Kong

17 December 2021

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME;

(2) CHANGE OF COMPANY LOGO;

(3) PROPOSED CONSEQUENTIAL AMENDMENTS TO THE BYE-LAWS; (4) RE-ELECTION OF DIRECTORS; AND (5) NOTICE OF SGM

INTRODUCTION

Reference is made to the Announcement and the announcements of the Company dated 11 August 2021 and 14 December 2021, in relation to, inter alia, the Proposed Change of Name, the appointment of Mr. Ke as an executive Director and chairman of the Board and the appointment of each of Ms. Chen and Mr. Zhang as executive Directors, respectively.

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders with (i) information in respect of the Proposed Change of Name; (ii) proposed change of Company logo; (iii) the Proposed Consequential Amendments to the Bye-laws; (iv) the re-election of Mr. Ke, Ms. Chen and Mr. Zhang as executive Directors; and (v) a notice of SGM.

PROPOSED CHANGE OF NAME

The Board proposes to change the English name of the Company from ‘‘HengTen Networks Group Limited’’ to ‘‘China Ruyi Holdings Limited’’ and to change its secondary name in Chinese from ‘‘恒騰網絡集團有限公司’’ to ‘‘中國儒意控股有限公司’’.

Reasons for the Proposed Change of Name

The Board considers that the Proposed Change of Name can better reflect the corporate identity of the Company and enable the Company to better identify and obtain businesses opportunities for future development. As such, the Board is of the view that the Proposed Change of Name is in the interests of the Company and the Shareholders as a whole.

Conditions of the Proposed Change of Name

The Proposed Change of Name is subject to satisfaction of the following conditions:

• (i) the passing of a special resolution by the Shareholders at the SGM to approve the Proposed Change of Name; and

• (ii) the Registrar of Companies in the Bermuda approving the Proposed Change of Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Name will take effect from the date of the registration of the new names of the Company in place of the existing names by the Registrar of Companies in Bermuda as set out in the certificate of incorporation on change of name and certificate of secondary name to be issued by the Registrar of Companies in Bermuda in respect of the Proposed Change of Name. The Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and the Stock Exchange upon the Proposed Change of Name becoming effective.

Effect of the Proposed Change of Name

The Proposed Change of Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the current name of the Company will continue to be evidence of legal title to the Shares under the new name and will not require replacement as a result of the Proposed Change of Name becoming effective and will be valid for delivery, trading, settlement and registration purposes. There will not be any arrangement for free exchange of the existing certificates of securities for new certificates bearing the new name of the Company. Once the Proposed Change of Name becomes effective, new certificates evidencing securities will be issued only in the new name of the Company.

– 4 –

LETTER FROM THE BOARD

PROPOSED CONSEQUENTIAL AMENDMENTS TO THE BYE-LAWS

In view of the Proposed Change of Name, the Board also proposes to amend the Bye-laws to reflect the Proposed Change of Name. A summary of the proposed amendment to the existing Byelaws is set out as follows:

• (a) Bye-law 1

By deleting the existing definition of ‘‘Company’’ in Bye-law 1 in its entirety and substituting therefor the following new definition of ‘‘Company’’:

• ‘‘Company’’ China Ruyi Holdings Limited 中國儒意控股有限公司 (previously known as HengTen Networks Group Limited 恒騰網絡集團有限公司).

The Proposed Consequential Amendments to the Bye-laws are subject to the passing of a special resolution by the Shareholders at the SGM and shall take effect upon the Proposed Change of Name becoming effective.

CHANGE OF STOCK SHORT NAMES AND COMPANY LOGO

After the Proposed Change of Name has become effective, (i) the English and Chinese stock short names for trading of the shares in the Stock Exchange will be changed from ‘‘HENGTEN NET’’ to ‘‘CHINA RUYI’’ and from ‘‘恒騰網絡’’ to ‘‘中國儒意’’, respectively, subject to the confirmation by the Stock Exchange; and (ii) the Company logo will be changed as shown below.

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RE-ELECTION OF DIRECTORS

As disclosed in the announcements of the Company dated 11 August 2021 and 14 December 2021, (i) Mr. Ke was appointed as an executive Director and chairman of the Board with effect from 11 August 2021 and (ii) each of Ms. Chen and Mr. Zhang was appointed as an executive Director with effect from 14 December 2021, respectively, to fill the casual vacancy. In accordance with bye-law 86(2) of the Bye-laws, each of Mr. Ke, Ms. Chen and Mr. Zhang shall retire from office as a Director and, being eligible, shall offer each of themselves for re-election at the SGM, being the first general meeting of the Company after the respective appointments as Director of Mr. Ke, Ms. Chen and Mr. Zhang.

Details of Mr. Ke, Ms. Chen and Mr. Zhang are set out in the Appendix to this circular.

– 5 –

LETTER FROM THE BOARD

SGM

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Proposed Change of Name, the Proposed Consequential Amendments to the Bye-laws and the re-election of Mr. Ke, Ms. Chen and Mr. Zhang as the executive Directors. A notice convening the SGM to be held at Tianshan and Lushan Room, Level 5, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong on Monday, 10 January 2022 at 4:00 p.m. is set out on pages SGM-1 to SGM-4 of this circular.

As none of the Directors had a material interest in the Proposed Change of Name, the Proposed Consequential Amendments to the Bye-laws and the proposed re-election of Mr. Ke, Ms. Chen and Mr. Zhang as the executive Directors, no Director has abstained from voting on the relevant board resolutions of the Company.

In accordance with the Listing Rules, the proposed resolutions in relation to the Proposed Change of Name and the Proposed Consequential Amendments to the Bye-laws shall be passed by way of poll as special resolutions; and the re-election of Mr. Ke, Ms. Chen and Mr. Zhang as the executive Directors shall be passed by way of poll as ordinary resolutions. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, none of the Shareholders or any of their respective associates has material interest in the Proposed Change of Name and the Proposed Consequential Amendments to the Bye-laws. Therefore, none of the Shareholders is required to abstain from voting on the relevant resolution(s) to be proposed at the SGM. You may vote at the SGM if you are a Shareholder on Monday, 10 January 2022, which is referred to in this circular as the record date. A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the SGM or any adjournment thereof (as the case may be), you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit it at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding the SGM (i.e. no later than 4:00 p.m. on Saturday, 8 January 2022) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) if you so wish.

CLOSURE OF THE REGISTER OF MEMBERS OF THE COMPANY

The register of members of the Company will be closed from Wednesday, 5 January 2022 to Monday, 10 January 2022 (both dates inclusive) during which period of no transfer of the Shares (as the case may be) will be registered, for the purpose of ascertaining Shareholders’ entitlement to attend and vote at the SGM.

In order to be entitled to attend and vote at the SGM, all transfers of the Shares accompanied with the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Tuesday, 4 January 2022.

– 6 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 Change of Name, the Proposed Consequential Amendments to the Bye-laws and the re-election of Mr. Ke, Ms. Chen and Mr. Zhang as the executive Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM.

FORWARD LOOKING STATEMENTS

There can be no assurance that any forward-looking statements regarding the Group set out in this circular or any of the matters set out therein are attainable, will actually occur or will be realised or are complete or accurate. Shareholders and/or potential investors of the Company are advised to exercise caution when dealing in the securities of the Company and not to place undue reliance on the information disclosed herein. Any holder of securities or potential investor of the Company who is in doubt is advised to seek advice from professional advisors.

Yours faithfully, By order of the Board HengTen Networks Group Limited Ke Liming

Chairman

– 7 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX

The biographical details of the Directors proposed to be re-elected at the SGM are set out as follows:

EXECUTIVE DIRECTOR

Mr. Ke Liming

Mr. Ke, aged 38, is currently the chief executive officer of Shanghai Ruyi Movie Television Production Co., Ltd.* (上海儒意影視製作有限公司) and the chief executive officer of Pumpkin Films Limited, and previously served as a senior analyst at a hedge fund management company. He graduated from Griffith University, Australia, with a bachelor’s degree in risk management in 2005 and a master’s degree in monetary banking in 2006. Mr. Ke has led and invested as the investor and producer in films including ‘‘Hi, Mom《你好李煥英》’’, ‘‘A Little Red Flower《送你一朵小紅花》’’, ‘‘Animal World《動物世界》’’, ‘‘City of Rock《縫紉機樂隊》’’, ‘‘Never Gone《致青春‧原來你還在 這裡》’’, ‘‘So Young《致我們終將逝去的青春》’’, ‘‘Old Boys: The Way of the Dragon《老男孩 — 猛龍過江》’’, as well as television shows including ‘‘Doctor of Traditional Chinese Medicine《老中 醫》’’, ‘‘The Legendary Tavern《老酒館》’’, ‘‘Frontier of Love《愛情的邊疆》’’, ‘‘All Quiet in Peking 《北平無戰事》’’, ‘‘Nirvana in Fire《瑯琊榜》’’, ‘‘Legend of MiYue《羋月傳》’’ and ‘‘We Fall in Love《咱們相愛吧》’’.

As at the Latest Practicable Date, Mr. Ke was interested in the 3,727,381,250 shares of the Company, of which 1,834,279,307 shares was represented by derivative interests.

Ms. Chen Xi

Ms. Chen, aged 39, is a veteran producer with years of investment experience in the film industry, and is currently the president of the Group’s Ruyi Films (儒意影業). Ms. Chen graduated from the Department of Acting of The Central Academy of Drama (中央戲劇學院表演系表演專業) with a Bachelor of Arts degree. As a producer, she has invested in a number of successful films with her representative works including ‘‘Lost in Thailand《人再囧途之泰囧》’’, ‘‘Jian Bing Man 《煎餅俠》’’, ‘‘Detective Chinatown 1《唐人街探案一》’’, ‘‘City of Rock《縫紉機樂隊》’’, ‘‘Animal World《動物世界》’’, ‘‘A Little Red Flower《送你一朵小紅花》’’, ‘‘The Reunions《吉祥如意》’’, and ‘‘Hi, Mom《你好李煥英》’’.

As at the Latest Practicable Date, Ms. Chen was interested in 48,000,000 shares of the Company within the meaning of Part XV of the SFO, being the underlying shares of the share options granted to Ms. Chen by the Company pursuant to the share option scheme of the Company to subscribe for 48,000,000 shares of the Company.

Mr. Zhang Qiang

Mr. Zhang, aged 57, is a renowned producer in the film and television field and is currently the Chief Content Officer (首席內容官) of the Group’s Pumpkin Films (南瓜電影). Mr. Zhang graduated from Peking University with a Bachelor of Arts degree in Chinese literature and later received a master’s degree in film aesthetics from The Beijing Film Academy. He was previously

– 8 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX

the chairman of the board and general manager of Beijing Forbidden City Xindu TV Media Co., Ltd.* (北京紫禁城信都電視文化有限公司), the Deputy Editor-in-Chief (副總編輯) of Beijing Television, the deputy managing director (董事副總經理) of China Film Co., Ltd. (中國電影股份有 限公司), the executive director and chief executive officer of Alibaba Pictures Group Limited (the shares of which are listed on the Stock Exchange; stock code: 1060), with over 25 years of experience in the film and television media industry in China. Mr. Zhang’s representative masterpieces include ‘‘American Dreams in China《中國合夥人》’’, ‘‘So Young《致我們終將逝去的 青春》’’, ‘‘Wolf Totem《狼圖騰》’’.

As at the Latest Practicable Date, Mr. Zhang was interested in 10,000,000 shares of the Company the meaning of Part XV of the SFO, being the underlying shares of the share options granted to Mr. Zhang by the Company pursuant to the share option scheme of the Company to subscribe for 10,000,000 shares of the Company.

Each of Mr. Ke, Ms. Chen and Mr. Zhang has entered into a service contract with the Company for a term of three years and is subject to retirement by rotation (at least once every three years) and re-election at the first general meeting after his appointment in accordance with the memorandum of association and bye-laws of the Company and the Listing Rules.

Each of Mr. Ke, Ms. Chen and Mr. Zhang is entitled to receive a remuneration of RMB15,000 per month (excluding any additional service compensation and discretionary bonus), which has been determined by the Board with reference to Mr. Ke’s, Ms. Chen’s and Mr. Zhang’s respective duties and responsibilities as an executive Director, their qualification and experience, as well as the prevailing market conditions.

To the knowledge of the Company, as at the Latest Practicable Date, save as disclosed above, Mr. Ke, Ms. Chen and Mr. Zhang:

• (a) had not held any other directorships in any other listed companies in the past three years and did not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company;

• (b) did not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO;

• (c) did not hold any other positions in the Company or any of its subsidiaries; and

• (d) had no other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor is there any matter that needs to be brought to the attention of the holders of the securities of the Company in relation to his appointment as a Director.

– 9 –

NOTICE OF SGM

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HENGTEN NETWORKS GROUP LIMITED 恒 騰 網絡 集 團 有 限 公 司

(a company incorporated in Bermuda with limited liability)

(Stock Code: 136)

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of HengTen Networks Group Limited (the ‘‘Company’’) shall be held at 4:00 p.m. on Monday, 10 January 2022 at Tianshan and Lushan Room, Level 5, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong for the purpose of considering and, if thought fit, passing the following special resolutions and ordinary resolutions. Words and expressions that are not expressly defined in this notice of SGM shall bear the same meaning as those defined in the circular of the Company dated 17 December 2021.

SPECIAL RESOLUTIONS

1. ‘‘THAT:

2. (a) subject to the entry of ‘‘China Ruyi Holdings Limited’’ as the new English name and the entry of ‘‘中國儒意控股有限公司’’ as the new secondary name in Chinese of the Company in the register maintained by the Registrar of Companies in Bermuda and the issue of a certificate of incorporation on change of name and a certificate of secondary name by the Registrar of Companies in Bermuda, the English name of the Company be changed from ‘‘HengTen Networks Group Limited’’ to ‘‘China Ruyi Holdings Limited’’ and the secondary name in Chinese of the Company from ‘‘恒騰網絡集團有限公司’’ to ‘‘中國儒意控股有限公司’’ with effect from the date of registration as set out in the certificate of incorporation on change of name and the certificate of secondary name issued by the Registrar of Companies in Bermuda; and

3. (b) any one director of the Company or officer of the Company be and is hereby authorised to do all such acts and things and to sign, execute, seal (where required) and deliver all such documents (whether by hand, under seal or as a deed) and to take all such steps as such Director or officer of the Company in his discretion may consider necessary, appropriate, desirable or expedient to give effect to or to implement this resolution and to attend to any necessary registration and/or filing in Bermuda and Hong Kong for and on behalf of the Company in respect of the Proposed Change of Name.’’

– SGM-1 –

NOTICE OF SGM

1. ‘‘THAT, subject to and forthwith upon the Proposed Change of Name taking effect, the Bye-laws of the Company be and are hereby amended as follows:

(a) Bye-law 1

By deleting the existing definition of ‘‘Company’’ in Bye-law 1 in its entirety and substituting therefor the following new definition of ‘‘Company’’:

• ‘‘Company’’ China Ruyi Holdings Limited 中國儒意控股有限公司 (previously known as HengTen Networks Group Limited 恒騰網絡集團有限公司).’’

ORDINARY RESOLUTIONS

1. ‘‘THAT Mr. Ke be re-elected as an executive director of the Company.’’

2. ‘‘THAT Ms. Chen be re-elected as an executive director of the Company.’’

3. ‘‘THAT Mr. Zhang be re-elected as an executive director of the Company.’’

Yours faithfully, By order of the Board HengTen Networks Group Limited Ke Liming Chairman

Hong Kong, 17 December 2021

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and vote instead of him/her/it. A proxy need not be a member.

2. A form of proxy for use at the SGM is enclosed herewith. To be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or notarially certified copy thereof must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries 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 (i.e. no later than 4:00 p.m. on Saturday, 8 January 2022) before the time appointed for the holding of the SGM or any adjournment thereof (as the case may be). Completion and deposit of the form of proxy will not preclude a shareholder from attending and voting in person at the SGM or any adjournment thereof (as the case may be).

In view of the ongoing Coronavirus Disease 2019 (COVID-19) pandemic, the Company strongly recommends shareholders of the Company to exercise your voting rights by appointing the chairperson of the SGM as your proxy to vote on the relevant resolutions at the SGM as an alternative to attending the SGM in person.

1. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM convened or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.

– SGM-2 –

NOTICE OF SGM

1. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it was solely entitled thereto. If more than one of such joint holders are present at the SGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

2. For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Wednesday, 5 January 2022 to Monday, 10 January 2022 (both days inclusive), during which period no transfer of Shares will be registered. In order for a shareholder of the Company to be eligible to attend and vote at the SGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 4 January 2022.

3. References to time and dates in this notice are to Hong Kong time and dates.

– SGM-3 –

NOTICE OF SGM

	PRECAUTIONARY MEASURES FOR THE SGM
In view of the ongoing Coronavirus Disease 2019 (COVID-19) pandemic, to safeguard the health
and safety of Shareholders and prevent the spread of the disease, the Company will implement
the	following measures at the SGM, including:
1.	Compulsory temperature screening/checks and submission of health declaration form will
	be carried out on every attendee at the entrance of the SGM venue. Any person with a body
	temperature above 37.3 degrees Celsius or the reference point announced by the Department
	of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into
	the SGM venue and requested to leave the SGM venue;
2.	Every attendee will be required to wear a surgical face mask at the SGM venue and
	throughout the SGM and to sit at a distance from the other attendees. Please note that no
	surgical face masks will be provided at the SGM venue and attendees should bring and
	wear their own masks;
3.	No refreshment, drinks, corporate gifts or gift coupons will be provided to the attendees at
	the SGM;
4.	Each attendee is required to complete and sign a health declaration form to declare whether
	(a) he/she travels outside of Hong Kong within the 14-day period immediately before the
	SGM; (b) he/she is subject to any Hong Kong Government prescribed quarantine; and (c)
	he/she has any flu-like symptoms or close contact with any person under quarantine or with
	recent travel history. Anyone who responds positively to any of these questions may be
	denied entry into the meeting venue or be required to leave the meeting venue; and
5.	Anyone attending the SGM is reminded to observe good personal hygiene at all times.
To	the extent permitted under law, the Company reserves the right to deny entry into the SGM
venue or require any person to leave the SGM venue so as to ensure the health and safety of the
other attendees at the SGM. Subject to the development of the COVID-19 pandemic, the
Company may be required to implement changes to the above SGM arrangement at short notice
and may issue further announcement(s) as appropriate. Shareholders are advised to visit the
websites of the Stock Exchange and the Company for updates to the SGM arrangement.

For the health and safety of the Shareholders, the Company would like to encourage the Shareholders to exercise their right to vote at the SGM by appointing the Chairman of the SGM as their proxy and to return their forms of proxy by the time specified therein, instead of attending the SGM in person.

As at the date of this notice, the executive directors of the Company are Mr. KE Liming, Ms. CHEN Xi, Mr. WAN Chao and Mr. Zhang Qiang; and the independent non-executive directors of the Company are Mr. CHAU Shing Yim, David, Mr. NIE Zhixin, Mr. CHEN Haiquan and Professor SHI Zhuomin.

– SGM-4 –