Netjoy Holdings Limited — AGM Information 2021

Apr 28, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

==> picture [115 x 32] intentionally omitted <==

NETJOY HOLDINGS LIMITED 雲想科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2131)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ AGM ”) of Netjoy Holdings Limited (the “ Company ”) will be held at Conference Room, 5/F, No. 3, 396 Guilin Road, Xuhui District, Shanghai, PRC. on Monday, May 31, 2021 at 11:00 a.m. for the following purposes.

1. To receive and adopt the audited consolidated financial statements of the Company, its subsidiaries and its consolidated affiliated entity for the year ended December 31, 2020 and the reports of the directors (the “ Directors ”) and of the independent auditor of the Company.

2. To re-elect the following retiring Directors:

   • (a) To re-elect Mr. Xu Jiaqing as an executive Director;

   • (b) To re-elect Mr. Wang Chen as an executive Director;

   • (c) To re-elect Mr. Qin Miaomiao as a non-executive Director;

   • (d) To re-elect Mr. Dai Liqun as a non-executive Director;

   • (e) To re-elect Mr. Zhang Jianguo as a non-executive Director;

   • (f) To re-elect Mr. Wang Jianshuo as a non-executive Director;

   • (g) To re-elect Mr. Chen Changhua as an independent non-executive Director;

   • (h) To re-elect Dr. Ru Liyun as an independent non-executive Director; and

   • (i) To re-elect Ms. Cui Wen as an independent non-executive Director.

– 1 –

1. To authorize the board of Directors (the “ Board ”) to determine the remuneration of the Directors.

2. To re-appoint Ernst & Young as the auditor of the Company and to authorize the Board to determine its remuneration.

3. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

   • (A) “That:

     • (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

     • (ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

     • (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); or (b) the grant or exercise of any option under the share option scheme of the Company or any other share option scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (d) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the aggregate amount of the issued share of the Company as at the date of passing this resolution and the said approval shall be limited accordingly;

– 2 –

• (iv) for the purpose of this resolution:

  • (a) “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

    • (1) the conclusion of the next annual general meeting of the Company;

    • (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or

    • (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting; and

  • (b) “ Rights Issue ” means an offer of shares of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors to holders of shares of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “That:

• (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission in Hong Kong and the Stock Exchange under the Codes on Takeovers and Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange be and is hereby generally and unconditionally approved;

– 3 –

• (ii) the aggregate number of the issued shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate amount of the issued share of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and

• (iv) for the purpose of this resolution:

  • (c) “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

    • (1) the conclusion of the next annual general meeting of the Company;

    • (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or

    • (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.”

• (C) “ That conditional upon the resolutions numbered 5(A) and 5(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 5(A) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of issued shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 5(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the issued share of the Company as at the date of passing of this resolution.”

By order of the Board Netjoy Holdings Limited XU Jiaqing Chairman of the Board

Shanghai, the PRC, April, 29, 2021

– 4 –

Registered Office: Headquarter in the PRC: Principal place of business 4th Floor, Harbour Place 5/F, No. 3 in Hong Kong: 103 South Church Street, 396 Guilin Road 31/F, Tower Two, George Town Xuhui District, Shanghai Times Square P.O. Box 10240 PRC 1 Matheson Street, Grand Cayman KY1-1002 Causeway Bay Cayman Islands Hong Kong

Notes:

1. Ordinary resolution numbered 5(C) will be proposed to the shareholders of the Company (the “ Shareholders ”) for approval provided that ordinary resolutions numbered 5(A) and 5(B) are passed by the shareholders of the Company.

2. For determining the entitlement of the Shareholders to attend and vote at the AGM, the register of members will be closed from Wednesday, May 26, 2021 to Monday, May 31, 2021 (both days inclusive), during which period no transfer of Shares will be registered. To qualify for attending and voting at the AGM, Shareholders must deliver their duly stamped transfer documents, accompanied by the relevant share certificates to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, May 25, 2021.

3. Any Shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint more than one proxy to attend and vote on behalf of him. A proxy need not be a Shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

4. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the AGM 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, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

5. To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or adjourned annual general meeting.

6. In respect of ordinary resolutions numbered 2 above, Mr. Xu Jiaqing, Mr. Wang Chen, Mr. Qin Miaomiao, Mr. Dai Liqun, Mr. Zhang Jianguo, Mr. Wang Jianshuo, Mr. Chen Changhua, Dr. Ru Liyun and Ms. Cui Wen, shall retire by rotation and being eligible, have offered themselves for re-election as Directors at the meeting. Details of the above Retiring Directors are set out in Appendix I to the accompanied circular dated April 29, 2021.

7. In respect of the ordinary resolution numbered 5(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the Shareholders of the Company as a general mandate for the purposes of the Rules Governing the Listing of Securities on the Stock Exchange.

– 5 –

1. In respect of the ordinary resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of Shareholders. The explanatory statement containing the information necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated April 29, 2021.

2. The ordinary resolutions set out above will be determined by way of poll

As at the date of this notice, the Board comprises Mr. XU Jiaqing and Mr. WANG Chen as executive Directors; Mr. QIN Miaomiao, Mr. DAI Liqun, Mr. ZHANG Jianguo and Mr. WANG Jianshuo as non-executive Directors; and Mr. CHEN Changhua, Dr. RU Liyun and Ms. CUI Wen as independent non-executive Directors.

– 6 –