Prime Intelligence Solutions Group Limited — Governance Information 2022

Jun 29, 2022

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.

PRIME INTELLIGENCE SOLUTIONS GROUP LIMITED 懶豬科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 08379)

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

This announcement is made by Prime Intelligence Solutions Group Limited (the ‘‘Company’’) pursuant to Rule 17.50(1) of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the ‘‘GEM Listing Rules’’).

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company proposes to adopt a new amended and restated memorandum and articles of association (the ‘‘New M&A’’).

The primary reasons for the adoption of the New M&A are (i) to amend the existing amended and restated memorandum and articles of association of the Company (the ‘‘Existing M&A’’) in order to comply with the applicable laws of the Cayman Islands and the GEM Listing Rules, in particular, the Core Shareholder Protection Standards in the updated Appendix 3 of the GEM Listing Rules with effect from 1 January 2022; and (ii) to make other housekeeping changes.

The directors of the Company (the ‘‘Directors’’) propose to seek the approval of the shareholders of the Company (the ‘‘Shareholders’’) by way of special resolution at the annual general meeting of the Company to be held on 10 August 2022 (the ‘‘AGM’’) for the adoption of the New M&A. In view of the number of amendments proposed to be made to the Existing M&A, the board of Directors (the ‘‘Board’’) proposes that the New M&A be adopted in substitution for and to the exclusion of the Existing M&A with effect from passing of the relevant special resolution at the AGM.

The major proposed amendments in the New M&A of the Company in comparison with the Existing M&A include the following:

1. to provide that the Company must hold a general meeting in each financial year as its annual general meeting within six months after the end of its financial year;

2. to update the definition of the Companies Law of the Cayman Islands to the Companies Act (as revised) of the Cayman Islands;

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1. to provide that Shareholders who are allowed to convene an extraordinary general meeting are allowed to add resolutions to the meeting agenda to the meeting so convened;

2. to specify that the Shareholders shall have the rights to (a) speak at a general meeting; and (b) vote at a general meeting except where the Shareholder is required, by the GEM Listing Rules, to abstain from voting to approve the matter under consideration;

3. to provide that any person appointed by the Directors to fill a casual vacancy on or as an addition to the Board shall hold office only until the first annual general meeting of the Company after his appointment, and shall then be eligible for re-election;

4. to specify the right of the Shareholders to remove and/or appoint auditors by way of ordinary resolutions; and

5. to specify the financial year of the Company be 31 March, unless otherwise determined by the Board.

In the event that any of the above matters is subject to any additional requirements under any applicable laws, regulations and rules (including under the GEM Listing Rules), the Company will comply with all such requirements.

DESPATCH OF CIRCULAR

A circular containing, amongst other things, the details of the proposed amendments to the Existing M&A, the proposed adoption of the New M&A together with a notice convening the AGM will be despatched to the Shareholders as soon as practicable.

By Order of the Board

Prime Intelligence Solutions Group Limited 懶豬 科技集團 有 限 公司 Yuen Kwok Wai, Tony Chairman

Hong Kong, 29 June 2022

As at the date of this announcement, the executive Directors are Mr. Yuen Kwok Wai, Tony, Ms. Yuen Mei Ling, Pauline, Ms. Sun Ngai Chu, Danielle and Mr. Mui Pak Kuen; the nonexecutive Director is Mr. Yam Chiu Fan, Joseph; and the independent non-executive Directors are Mr. Chung Billy, Mr. Poon Wai Hung Richard and Mr. Wong ching Wan.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 announcement 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 announcement misleading.

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This announcement will remain on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least seven days from the date of its pasting and on the Company’s website at www.primeintelligence.com.hk.

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