Pan Asia Data Holdings Inc. — Proxy Solicitation & Information Statement 2025

Apr 30, 2025

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.

联洋智能

PAD

Pan Asia Data Holdings Inc.

聯洋智能控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1561)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of Pan Asia Data Holdings Inc. (the "Company") will be held at 3/F, Yue On Commercial Building, 385-387 Lockhart Road, Wan Chai, Hong Kong on Monday, 2 June 2025 at 3:30 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and the Independent Auditor for the year ended 31 December 2024.

2. (i) (a) To re-elect Mr. Li Yunjiu as an executive director of the Company.

(b) To re-elect Mr. Sze Siu Ming as a non-executive director of the Company.

(c) To re-elect Mr. Sze Ka Ho as a non-executive director of the Company.

(d) To re-elect Ms. Yung Hoi Yan, JP as an independent non-executive director of the Company.

(e) To re-elect Mr. So Ching Tung, JP as an independent non-executive director of the Company.

(f) To re-elect Dr. Wang Bangyi as an executive director of the Company.

(g) To re-elect Ms. Xu Yanqiong as an independent non-executive director of the Company.

(ii) To authorize the board of directors to fix the remuneration of the directors of the Company.

1. To re-appoint Baker Tilly Hong Kong Limited as auditor and authorize the Board to fix their remuneration.

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As special business, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:

1. (i) “THAT:

(a) subject to paragraph (b) below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the share capital of the Company or any other rights or securities to subscribe or purchase shares in the share capital of the Company in each case through the facilities of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or of another exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate number of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed ten per cent. (10%) of the aggregate number of issued shares of the Company at the date of passing this resolution and the approval in paragraph (a) above shall be limited accordingly; and

(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Memorandum of Association of the Company (the “Memorandum”) to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

(ii) “THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options including convertible securities which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

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(b) the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options including convertible securities which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of shares of the Company to be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares as scrip dividends or a similar arrangement pursuant to the Memorandum; (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iv) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any existing warrants, options or convertible securities of the Company or any securities convertible into shares in the Company, shall not exceed twenty per cent. (20%) of the aggregate number of issued shares of the Company at the date of passing this resolution, and the said approval in paragraph (a) above shall be limited accordingly; and

(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Memorandum to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors to the holders of shares of the Company on the register on a fixed record date in proportion to their holdings of such shares as at that date (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, or any territory outside, Hong Kong applicable to the Company).

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(iii) “THAT conditional upon the passing of the Ordinary Resolutions Nos. 4 (i) and 4 (ii) in the notice of this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company pursuant to Ordinary Resolution No. 4 (ii) in the notice of this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares of the Company repurchased by the Company under the authority granted pursuant to the Ordinary Resolution No. 4 (i) in the notice of this meeting, provided that such amount shall not exceed ten per cent. (10%) of the aggregate number of issued shares of the Company at the date of passing this resolution.”

By Order of the Board
Pan Asia Data Holdings Inc.
Gu Zhongli
Chairman

Hong Kong, 30 April 2025

Notes:

(i) Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member holding two or more shares may appoint more than one proxy to attend on the same occasion.

(ii) Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting the vote of the senior holder 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 of the Company in respect of the joint holding.

(iii) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under its seal, or under the hand of an officer or attorney or other person duly authorized.

(iv) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority shall be delivered to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours (i.e. 3:30 p.m. on Saturday, 31 May 2025) before the time appointed for holding the Meeting or any adjournment thereof. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

(v) All voting at the Meeting shall be conducted by way of poll.

(vi) The register of members of the Company will be closed from Wednesday, 28 May 2025 to Monday, 2 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Tuesday, 27 May 2025.

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(vii) If tropical cyclone warning signal no. 8 or above, or an announcement by the Hong Kong Government of "extreme conditions" caused by super typhoons or a "black" rainstorm warning signal is in force (or has not been withdrawn) at 12:30 p.m. on Monday, 2 June 2025, the Meeting will be postponed and an announcement with details of alternative meeting arrangements will be made. The Meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether to attend the Meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

(viii) At the date of this notice, the Board comprises

Executive Directors:
Mr. Gu Zhongli (Chairman)
Dr. Wang Bangyi (Chief executive officer)
Mr. Li Yunjiu
Mr. Jin Peiyi

Non-executive Directors:
Mr. Sze Siu Ming
Mr. Sze Ka Ho

Independent Non-executive Directors:
Ms. Xu Yanqiong
Ms. Yung Hoi Yan, JP
Mr. So Ching Tung, JP