Pengo Holdings Group Limited — Proxy Solicitation & Information Statement 2024

Mar 25, 2024

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.

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Trendzon Holdings Group Limited 卓航控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1865)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Trendzon Holdings Group Limited (the “ Company ”) will be held at Unit 1213, Floor 12, Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, Hong Kong on Monday, 15 April 2024 at 11:00 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT :

• (i) the disposal by the Company of 22% of the equity interests in Integral Virtue Limited to Mr. Tan Tze Loong (the “ Purchaser ”) at a total consideration of S$6.25 million (equivalent to approximately HK$36.25 million) pursuant to the sale and purchase agreement dated 26 February 2024 entered into between the Company and the Purchaser (the “ Sale and Purchase Agreement ”) and all transactions contemplated under the Sale and Purchase Agreement be and are hereby ratified, confirmed and approved; and

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• (ii) the directors of the Company be and are hereby authorised for and on behalf of the Company to sign, execute, perfect, perform and deliver all such other agreements, instruments, deeds and documents and do all such acts or things and take all such steps as they may in their absolute discretion consider to be necessary, desirable, appropriate or expedient to implement or give effect to or otherwise in connection with, incidental or ancillary to the Sale and Purchase Agreement referred to in paragraph (i) above and all the transactions contemplated thereunder and to agree to such variations, amendments or waivers as are, in the opinion of the directors of the Company, in the interests of the Company and its shareholders.”

Yours faithfully,

For and on behalf of the Board Trendzon Holdings Group Limited Feng Jiamin Chairman

Hong Kong, 26 March 2024

Notes:

• (i) All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules.

• (ii) A shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his/her/ its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/ her/it and vote on his/her/its behalf at the EGM. On a poll, votes may be given either personally or by proxy.

• (iii) In the case of joint holders, any one of such joint holders may vote at the EGM, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons 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.

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• (iv) A form of proxy for use at the EGM is enclosed. In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 11:00 a.m. on Saturday, 13 April 2024) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM or any adjournment.

• (v) The transfer books and register of members of the Company will be closed from Wednesday, 10 April 2024 to Monday, 15 April 2024, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong but in any event not later than 4:00 p.m. on Tuesday, 9 April 2024.

• (vi) If typhoon signal no. 8 or above, or a “black” rainstorm warning is hoisted or remains hoisted at 8:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will post an announcement on the respective websites of the Stock Exchange and the Company to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

As at the date of this announcement, the Company has the Board comprises Ms. Feng Jiamin, Mr. Michael Shi Guan Wah, Mr. Fong Hang Fai, Mr. Lok Ka Ho, Ms. Liao Qinghua and Ms. Katsaya Wiriyachart as executive Directors; Mr. Shek Jun Chong, Mr. Qiu Yue, Mr. Lui Kwun Yuen, and Mr. Wu Kai Tang as independent non-executive Directors.

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