OneForce Holdings Limited — Proxy Solicitation & Information Statement 2019

Jan 14, 2019

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.

OneForce Holdings Limited 元力控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1933)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of OneForce Holdings Limited (the “ Company ”) will be held at 9/F, Block E, No. 9 3rd Shangdi Street, Beijing, China on Wednesday, 30 January 2019, at 10:00 a.m., for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions of the Company:

ORDINARY RESOLUTIONS

“ THAT :

• (a) the conditional sale and purchase agreement dated 29 November 2018 entered into between the Company, (the “ Purchaser ”), Mr. Wang Dongbin, Mr. Wu Zhanjiang, Mr. Li Kangying, Mr. Cao Wei, Smart East Limited, Long Eagle International Limited, Main Wealth Development Limited, Union Sino Holdings Limited, Great Attain International Limited and 北京艾普智城網絡科技有限公司 (Beijing Aipu Zhicheng Internet Technology Company Limited) (collectively, the “ Vendors ”) and Great Progress International Limited (the “ Target Company ”) (the “ Agreement ”) (a copy of which has been produced before the meeting marked “A” and initialed by the chairman of the meeting for the purpose of identification) for the sale and purchase of the entire issued share capital of the Target Company, which shall be satisfied by the Company by way of the allotment and issue of 124,191,177 shares of the Company (“ Consideration Shares* ”) to Great Attain International Limited, and the transactions contemplated thereunder and in connection therewith, be and hereby approved, confirmed and ratified;

• (b) subject to the fulfillment of the conditions of the Agreement, any one director of the Company (the “ Director ”) be and is hereby authorised to exercise all the powers of the Company and to take all steps as might in his opinion be desirable or necessary in connection with the Agreement to, including without limitation, allot and issue the Consideration Shares;

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• (c) all other transactions contemplated under the Agreement be and are hereby approved and any one Director be and is authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he considers necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Agreement, the allotment and issue of the Consideration Shares and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the such Director, in the interests of the Company and its shareholders as a whole;

• (d) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consideration Shares, the unconditional specific mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with the Consideration Shares pursuant to the Agreement be and is hereby confirmed and approved.”

By order of the Board OneForce Holdings Limited WANG Dongbin Chairman

Beijing, China, 15 January 2019

Head Office and Principal Place of Business: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

Notes:

• (1) The register of members of the Company will be closed from 25 January 2019 to 30 January 2019, both dates inclusive, for the purpose of ascertaining shareholders’ entitlement to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on 24 January 2019.

• (2) A member of the Company (“ Shareholder ”) entitled to attend and vote at the EGM is entitled to appoint one or, if such Shareholder is a holder of more than one share, more proxies to attend and vote in his stead. A proxy need not be a Shareholder.

• (3) In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong together with a power of attorney or other authority under which it is signed or a notarially certified copy of that power of attorney (whichever being applicable) not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (no later than 10:00 a.m. on 28 January 2019 (Hong Kong time)).

• (4) Completion and delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the EGM if the Shareholder so desires and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.

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• (5) Where there are joint registered holders of any share of the Company, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto but, if more than one of such holders be present at the EGM personally or by proxy, the 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.

• (6) If Typhoon Signal No. 8 or above, or a “black” rain storm warning is in effect any time after 7:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.oneforce.com.cn and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

• (7) Voting of the resolutions as set out in this notice will be by poll.

As at the date of this notice, the Board comprises Mr. Wang Dongbin, Mr. Wu Hongyuan, Mr. Li Kangying and Mr. Wu Zhanjiang as executive Directors and Mr. Ng Kong Fat, Mr. Han Bin and Mr. Wang Peng as independent non-executive Directors.

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