Prosperity Group International Limited — Proxy Solicitation & Information Statement 2023

Feb 6, 2023

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.

**KINGBO STRIKE LIMITED 工蓋有限公司 ***

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1421)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Kingbo Strike Limited (the “ Company ”) will be held at Unit 1202, 12th Floor, Mirror Tower, No. 61 Mody Road, Tsim Sha Tsui East, Hong Kong on Monday, 27 February 2023 at 11:00 a.m., for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT subject to and conditional upon (i) the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (the ‘‘ Stock Exchange ’’) of the listing of, and permission to deal in, the issued shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the ‘‘ Share Consolidation ’’); and (ii) the compliance with the relevant procedures and requirements under the laws of the Cayman Islands and the Listing Rules to effect the Share Consolidation:

   • (a) with effect from the second business day immediately following the date on which this resolution is passed or the above conditions are fulfilled (whichever is later):

     • (i) every twenty (20) issued and unissued ordinary shares of par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) consolidated share of par value of HK$0.20 each (each a ‘‘ Consolidated Share ’’), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the articles of association of the Company; and

     • (ii) all fractional Consolidated Shares will be disregarded and not issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit for the Company; and

• For identification purpose only

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• (b) the board of directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as it considers necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation.’’

By order of the Board Kingbo Strike Limited Liu Yancheng Chairman

Hong Kong, 7 February 2023

Registered office: Principal place of business Cricket Square in Hong Kong: Hutchins Drive Unit 1202, 12th Floor P.O. Box 2681 Mirror Tower Grand Cayman KY1-1111 No. 61 Mody Road Cayman Islands Tsim Sha Tsui East Hong Kong

Notes:

1. All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her/it. A member 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. A proxy need not be a member 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 so appointed.

3. In order to be valid, the instrument appointing a proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not later than 11:00 a.m. on Saturday, 25 February 2023 (Hong Kong time). Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Wednesday, 22 February 2023 to Monday, 27 February 2023, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the right to attend and vote at the meeting or any adjournment thereof, all transfer documents 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 not later than 4:00 p.m. on Tuesday, 21 February 2023.

5. 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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1. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning signal or “extreme conditions after super typhoons” announced by the Hong Kong Government is/are in effect any time after 7:00 a.m. on the date of the extraordinary general meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at http://www.kingbostrike.com and on the HKExnews website of the Stock Exchange at http://www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

2. As at the date of this notice, the Board comprises Mr. LIU Yancheng (Chairman) and Mr. YAO Runxiong as executive Directors, Mr. TAM Tak Wah as non-executive Director and Mr. LEUNG Po Hon, Mr. LI Jin and Dr. LUO Xiaodong as independent non-executive Directors.

PRECAUTIONARY MEASURES FOR THE EGM
To prevent the spreading of the novel coronavirus disease 2019 (COVID-19), possible precautionary measures for each attendee at the
EGM include but are not limited to:
•compulsory temperature checks before entering the building where the EGM will be held, and those with a fever may not be
admitted;
•wearing of surgical face masks is compulsory at any time within the meeting venue and throughout the EGM; and
•no distribution of corporate gifts and refreshments.
Any person who does not comply with the precautionary measures may be denied entry into the EGM venue. The Company
encourages attendees to wear face masks and reminds the Shareholders that they may appoint the chairman of the EGM as
their proxy to vote on the relevant resolution at the EGM as an alternative to attending the EGM in person.

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