Onewo Inc. — Proxy Solicitation & Information Statement 2024

Dec 13, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

Onewo Inc.
萬物雲空間科技服務股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2602)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Onewo Inc. (the “Company”) will be held by way of online meeting at 10 a.m. on Tuesday, December 31, 2024, for the purpose of considering and, if thought fit, passing the following resolutions of the Company (with or without amendments).

Unless otherwise defined, the terms used in this notice shall have the same meanings as those defined in the circular of the Company dated December 13, 2024 (the “Circular”).

Ordinary Resolutions

1. “THAT:
   (a) the New Property Services Framework Agreement dated December 12, 2024 entered into between the Company and China Vanke be and is hereby approved, ratifies and confirmed;
   (b) the proposed annual caps for the New Property Services Framework Agreement for the three years ending December 31, 2027 and the transactions contemplated thereunder be and are hereby approved; and
   (c) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated under the New Property Services Framework Agreement.”

2. “THAT:
   (a) the New Value-added Services Framework Agreement dated December 12, 2024 entered into between the Company and China Vanke be and is hereby approved, ratifies and confirmed;
   (b) the proposed annual caps for the New Value-added Services Framework Agreement for the three years ending December 31, 2027 and the transactions contemplated thereunder be and are hereby approved; and

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(c) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated under the New Value-added Services Framework Agreement.”

1. “THAT:

(a) the New Property Agency Services Framework Agreement dated December 12, 2024 entered into between the Company and China Vanke be and is hereby approved, ratifies and confirmed;

(b) the proposed annual caps for the New Property Agency Services Framework Agreement for the three years ending December 31, 2027 and the transactions contemplated thereunder be and are hereby approved; and

(c) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated under the New Property Agency Services Framework Agreement.”

By order of the Board

Onewo Inc.

Zhu Baoquan

Chairman, executive Director and general manager

Shenzhen, the PRC, December 13, 2024

As at the date of this notice, the Board of Directors of the Company comprises Mr. Zhu Baoquan as Chairman and executive Director; Mr. He Shuhua as executive Director; Mr. Wang Wenjin, Mr. Zhang Xu, Mr. Sun Jia, Mr. Zhou Qi and Mr. Yao Jinbo as non-executive Directors; Ms. Law Elizabeth, Mr. Chen Yuyu, Mr. Shen Haipeng and Mr. Song Yunfeng as independent non-executive Directors.

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Notes:

1. Unless the context otherwise requires, the terms used herein shall have the same meanings as those defined in the circular of the Company dated December 13, 2024.

2. The proxy form for use at the EGM is published on the website of the Stock Exchange (www.hkexnews.hk) and on the website of the Company (https://www.onewo.com). If you are not able to attend and vote via the Tricor e-Meeting System at the EGM, you are requested to complete and return the proxy form in accordance with the instructions printed thereon. Completion and return of the proxy form will not preclude you from attending and voting via the Tricor e-Meeting System at the EGM or at any adjournment thereof should you so wish.

3. In order to be valid, this proxy form together with the notarized power of attorney or other authorization document (if any) should be lodged with H Share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the scheduled time for holding of the EGM (i.e. before 10 a.m. on Monday, December 30, 2024) or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting via the Tricor e-Meeting System at the EGM or any adjournment thereof if he/she so wishes.

4. In the case of joint holders of any share(s), only one pair of log-in username and password will be provided to the joint holders. Any one of such joint holders may attend or vote in respect of such share(s) as if he/she/it was solely entitled thereto.

5. In order to determine Shareholders' eligibility to attend and vote via the Tricor e-Meeting System at the EGM, the register of members of the Company will be closed from Friday, December 27, 2024 to Tuesday, December 31, 2024 (both dates inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the EGM, the unregistered holders of Shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration at or before 4:30 p.m. on Tuesday, December 24, 2024. Shareholders whose names appear on the register of members of the Company on Tuesday, December 31, 2024 shall be entitled to attend and vote at the EGM.

6. Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend and vote at the online meeting. In this regard, they shall consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements.

7. Any vote made by Shareholders at the EGM shall be conducted by polls pursuant to the requirements of the Articles of Association and the Listing Rules. Therefore, the votes on resolutions in the notice of the EGM will be conducted by polls. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury Shares (if any) shall abstain from voting at the EGM.

8. For details of the resolutions, please refer to the circular of the Company dated December 13, 2024.