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NIU Holdings Limited Proxy Solicitation & Information Statement 2025

May 19, 2025

51507_rns_2025-05-19_d2780fd1-1227-461d-9c0a-0d66a638a70b.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.

KING OF CATERING (GLOBAL) HOLDINGS LTD.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8619)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of King of Catering (Global) Holdings Ltd. (the "Company") will be held at 2/F., 35-45B Bonham Road, Sheung Wan, Hong Kong on 5 June 2025, for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as a special resolution and ordinary resolutions of the Company:

SPECIAL RESOLUTION

"THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained by way of issuing a certificate of incorporation on change of name, the English name of the Company be and is hereby changed from "King Of Catering (Global) Holdings Ltd." to "NIU Holdings Limited" and there will be no Chinese Name of the Company; and

THAT any one director of the Company (the "Director(s)") be and is hereby authorised for and on behalf of the Company to sign and execute all such documents and do all such acts and things as he/she may in his/her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or to give effect to the foregoing."


ORDINARY RESOLUTIONS

  1. “THAT:

Subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting approval of the listing of, and the permission to deal in, the Consolidated Shares (as defined below) in issue:

(a) with effect on the second business day immediately following the date on which this resolution is passed, being a day on which shares are traded on the Stock Exchange, every ten (10) issued and unissued ordinary shares of HK$0.01 each in the share capital of the Company be consolidated (the “Share Consolidation”) into one (1) share of HK$0.1 each (the “Consolidated Share”);

(b) all of the Consolidated Shares resulting from the Share Consolidation shall rank pari passu in all respects with each other and have the same rights and privileges and be subject to the same restrictions contained in the articles of association of the Company;

(c) all fractional Consolidated Shares will be disregarded and will not be issued to the holders of the existing shares of HK$0.01 each in the share capital of the Company but all fractional Consolidated Shares will be aggregated and sold for the benefit of the Company, if possible and applicable; and

(d) the board of directors of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents, including under the seal of the Company, where applicable, as it may consider necessary or expedient to complete, implement and give effect to any and all the arrangements set out in this resolution.”

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  1. “THAT:

Subject to and conditional on the Share Consolidation becoming effective,

(a) the authorised share capital of the Company be increased from HK$15,000,000 divided into 150,000,000 Consolidated Shares to HK$150,000,000 divided into 1,500,000,000 Consolidated Shares by the creation of an additional 1,350,000,000 Consolidated Shares (the “Authorised Share Capital Increase”); and

(b) the board of directors of the Company be and is hereby authorized to do all such acts and things, to sign and execute all such documents for and on behalf of the Company and to take such steps as it may in its absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Authorised Share Capital Increase.”

Yours faithfully,

By order of the Board

King of Catering (Global) Holdings Ltd.

Mr. Tsang Wing Ki

Executive Director

Hong Kong, 16 May 2025

Notes:

  1. All resolutions set out in this notice of the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on the GEM and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Rules Governing the Listing of Securities on the GEM.

  2. Any member of the Company entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and note on his behalf. A proxy need not be a member of the Company.


  1. Where there are joint registered holders of any share, any one of such person may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto. However, if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present being the most senior or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding. For this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

  2. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be delivered at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Centre, No. 16 Harcourt Road, Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

  3. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 2 June 2025 to Thursday, 5 June 2025 (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 EGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Centre, No. 16 Harcourt Road, Central, Hong Kong for registration not later than 4:30 p.m. on Friday, 30 May 2025.

  5. In the event of any inconsistency, the English text of this notice shall prevail over the Chinese text.

  6. As at the date of this notice, the Board comprises, Mr. Tsang Wing Ki, Mr. Man Kwok Hing, Ms. Leung Suet Yiu and Mr. Leung Chun Yu Edmund as executive Directors; Mr. Yuen Chi Ping and Mr. Takeda Masahiro as non-executive Directors; and Ms. Siu Yuk Ming, Ms. Lung Wing Yee and Mr. Leung Man Chun as independent non-executive Directors.

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