Pengo Holdings Group Limited — Proxy Solicitation & Information Statement 2025

Mar 3, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Trendzon Holdings Group Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

卓航控股集團
Trendzon Holdings Group Limited

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)

PROPOSED CHANGE OF COMPANY NAME

AND
NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of Trendzon Holdings Group Limited to be held at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong at 10:00 a.m. on Wednesday, 26 March 2025, or any adjourned meeting hereof to approve matters referred to in this circular, is set out on pages 8 to 9 of this circular. A form of proxy for use by the Shareholders at the extraordinary general meeting is also enclosed. Such form of proxy is also published on the websites of the Company at www.trendzon1865.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the form of proxy for use by the Shareholders in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting (i.e. before 10:00 a.m. on Monday, 24 March 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

4 March 2025

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CONTENTS

Page

Definitions ... 1
Letter from the Board ... 3
Notice of Extraordinary General Meeting ... 8

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Articles of Association"
the articles of association of the Company as amended, supplemented or otherwise modified from time to time

"Board"
the board of Directors

"Company"
Trendzon Holdings Group Limited 卓航控股集團有限公司, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1865)

"Director(s)"
the director(s) of the Company

"EGM"
an extraordinary general meeting of the Company to be held at 10:00 a.m. on Wednesday, 26 March 2025 or any adjournment thereof for the purpose of considering, and if though fit, approving the Proposed Change of Company Name, or any adjourned thereof

"Group"
the Company and its subsidiaries from time to time

"HK$"
Hong Kong dollar, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

"Proposed Change of Company Name"
the proposed change of the English name of the Company from "Trendzon Holdings Group Limited" to "Pengo Holdings Group Limited" and its dual foreign name in Chinese of the Company from "卓航控股集團有限公司" to "鵬高控股集團有限公司"

"Share(s)"
ordinary share(s) of HK$0.1 each in the share capital of the Company

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DEFINITIONS

"Shareholder(s)" the holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"%” or “per cent” per cent

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LETTER FROM THE BOARD

卓航控股集團

Trendzon Holdings Group Limited

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)

Executive Directors:

Ms. Feng Jiamin (Chairman)

Mr. Liu Jianfu

Mr. Michael Shi Guan Wah

Ms. Zhao Jianhong

Mr. Leung Yiu Cho

Mr. Fong Hang Fai

Mr. Law Wai Yip

Non-executive Director:

Mr. Dong Changzhou

Independent non-executive Directors:

Mr. Wu Kai Tang

Mr. Shek Jun Chong

Mr. Qiu Yue

Ms. Tam Wing Yan

Registered Office:

Cricket Square Hutchins Drive

P.O. Box 2681

Grand Cayman

KY1-1111

Cayman Islands

Principal Place of

Business in Hong Kong:

Room 39, 10/F, Block D,

Mai Tak Industrial Building,

221 Wai Yip Street, Kwun Tong,

Kowloon Hong Kong

4 March 2025

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 21 February 2025 in relation to the Proposed Change of Company Name. The purpose of this circular is to provide the Shareholders with information in respect of the special resolution to be proposed at the EGM for the Proposed Change of Company Name, and the notice of EGM to be convened and held for the purpose of considering, and if thought fit, approving the Proposed Change of Company Name.

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LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the Company’s English name from “Trendzon Holdings Group Limited” to “Pengo Holdings Group Limited” and its dual foreign name in Chinese from “卓航控股集團有限公司” to “鹏高控股集團有限公司”, subject to the conditions as set out below.

3. CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will be subject to the following conditions:

(a) the passing of a special resolution by the Shareholders approving the Proposed Change of Company Name at the EGM; and

(b) the approval of the Registrar of Companies in the Cayman Islands in relation to the Proposed Change of Company name being obtained.

The relevant filing with the Registrar of Companies in the Cayman Islands will be made after the passing of the relevant special resolution at the EGM. Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of issue of a certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands. The Company will then comply with the necessary registration and/or filing procedures with the Companies Registry in Hong Kong.

4. REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Change of Company Name is to reflect the Company’s intention in diversifying its businesses. The Board considers that the Proposed Change of Company Name will better reflect the current status of the Group’s business development and its direction of future development and therefore the Proposed Change of Company Name can provide the Company with a fresh new corporate image and identity. The Board is of the opinion that the Proposed Change of Company Name will benefit the Company’s future business development and is in the best interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

5. EFFECTS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not affect any rights of the Shareholders or the Company's daily business operation or financial position. All existing share certificates of the Company in issue bearing the existing name of the Company will, upon the Proposed Change of Company Name becoming effective, continue to be valid evidence of title to the shares of the Company and will continue to be valid for trading, settlement, registration and delivery purposes.

Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Upon the Proposed Change of Company Name becoming effective, any issue of share certificates thereafter will bear the new name of the Company and the securities of the Company will be traded on the Stock Exchange under the new name. In addition, after the Proposed Change of Company Name becomes effective, the Company will change the English and Chinese stock short names accordingly, subject to the confirmation of the Stock Exchange. The Company will make further announcement(s) on the Proposed Change of Company Name as soon as practicable after the Proposed Change of Company Name has become effective and will announce the change of the stock short name following the Proposed Change of Company Name. The stock code of the Company will remain as "1865".

6. EGM

The EGM will be held at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong at 10:00 a.m. on Wednesday, 26 March 2025, for the Shareholders to consider and, if thought fit, to approve the Proposed Change of Company Name. The notice of EGM is set out on pages 8 to 9 of this circular.

7. PROXY ARRANGEMENT

A form of proxy for use at the EGM is enclosed herewith. Whether or not you are able to attend and/or vote at the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions thereon. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the office of the Company's Hong Kong branch share registrar, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not later than 48 hours before the time appointed for holding the EGM (i.e. before 10:00 a.m. on Monday, 24 March 2025) or at any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

8. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The chairman of the EGM shall therefore demand voting on the resolution set out in the notice of EGM be taken by way of poll pursuant to Article 66(1) of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way. The Company will appoint scrutineers to handle vote-taking procedures at the EGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39(5) of the Listing Rules.

The Proposed Change of Company Name is subject to the approval of a special resolution passed by the Shareholders. As none of the Shareholders is interested in the Proposed Change of Company Name, no Shareholders are required to abstain from voting at the EGM on the Proposed Change of Company Name.

For determining the entitlement to attend and vote at the EGM to be held on Wednesday, 26 March 2025, the register of members of the Company will be closed from Friday, 21 March 2025 to Wednesday, 26 March 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration no later than 4:00 p.m. on Thursday, 20 March 2025. All persons who are registered holders of the Shares on Wednesday, 26 March 2025, the record date of the EGM, will be entitled to attend and vote at the EGM.

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LETTER FROM THE BOARD

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

10. RECOMMENDATION

The Board believes that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favour of the resolution as set out in the notice of EGM.

Yours faithfully,

By Order of the Board

Trendzon Holdings Group Limited

Feng Jiamin

Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

卓航控股集團

Trendzon Holdings Group Limited

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 IS HEREBY GIVEN THAT the an extraordinary general meeting (the "Meeting") of Trendzon Holdings Group Limited (the "Company") will be held at 16/F, Tower 5, The Gateway, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong at 10:00 a.m. on Wednesday, 26 March 2025, for considering and, if thought fit, passing, with or without amendments, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

"That subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be changed from "Trendzon Holdings Group Limited" to "Pengo Holdings Group Limited" and its dual foreign name in Chinese of the Company from "卓航控股集團有限公司" to "鵬高控股集團有限公司" (the "Proposed Change of Company Name"), and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents as he/she/ they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company."

By Order of the Board

Trendzon Holdings Group Limited

Feng Jiamin

Chairman

Hong Kong, 4 March 2025

Registered office:

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Head office and principle place of

business in Hong Kong:

Room 39, 10/F, Block D,

Mai Tak Industrial Building,

221 Wai Yip Street,

Kwun Tong, Kowloon,

Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

As at the date of this notice, the Board comprises Ms. Feng Jiamin, Mr. Liu Jianfu, Mr. Michael Shi Guan Wah, Ms. Zhao Jianhong, Mr. Leung Yiu Cho, Mr. Fong Hang Fai and Mr. Law Wai Yip as executive Directors; Mr. Dong Changzhou as non-executive Director and Mr. Wu Kai Tang, Mr. Shek Jun Chong, Mr. Qiu Yue and Ms. Tam Wing Yan as independent non-executive Directors.

Notes:

(i) A shareholder of the Company entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is appointed.

(ii) In the case of joint holders, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, 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.

(iii) 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) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10:00 a.m. on Monday, 24 March 2025) or any adjournment thereof. Completion and return of an instrument appointing a proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

(iv) The register of members of the Company will be closed from Friday, 21 March 2025 to Wednesday, 26 March 2025, both days inclusive, during which period no share transfers can be registered, for the purpose of determining the identity of the shareholders entitled to attend and vote at the extraordinary general meeting. In order to qualify for attending the Meeting, 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 not later than 4:00 p.m. on Thursday, 20 March 2025.

(v) As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions will be voted by way of poll. Pursuant to Article 66(1) of the articles of association of the Company, the above resolution put to vote at the meeting shall be decided by poll.

(vi) If typhoon signal no. 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the extraordinary general meeting, the extraordinary general meeting will be postponed. The Company will post an announcement on the websites of the Company at www.trendzon1865.com and the Stock Exchange at www.hkexnews.hk to notify the shareholders of the Company of the date, time and place of the rescheduled extraordinary general meeting.

(vii) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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