Prosperity Group International Limited — Proxy Solicitation & Information Statement 2023

Feb 6, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kingbo Strike Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

**KINGBO STRIKE LIMITED 工蓋有限公司 ***

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1421)

PROPOSED SHARE CONSOLIDATION AND

NOTICE OF EGM

Capitalised terms used in this cover page shall have the same meanings as defined in this circular.

A notice convening the extraordinary general meeting (the “ EGM ”) of the Company to 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. is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use by the Shareholders at the EGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.

Whether or not you are able to attend the EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not later than 11:00 a.m. on Saturday, 25 February 2023 (Hong Kong time). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the EGM if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

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.

7 February 2023

* For identification purpose only

CONTENTS

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

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

• “Board” the board of Directors

• “Business Day”

• a day (other than a Saturday, Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted or on which a “black” rainstorm warning is hoisted or “extreme conditions” caused by super typhoons as announced by the Government of Hong Kong in force in Hong Kong between 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

• Kingbo Strike Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 1421)

• “Consolidated Share(s)”

• ordinary share(s) of HK$0.20 each in the share capital of the Company after the Share Consolidation becoming effective

• “Director(s)” director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened and 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, approving the Share Consolidation

• “Existing Share(s)”

• ordinary share(s) of HK$0.01 each in the existing share capital of the Company prior to the Share Consolidation becoming effective

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

– 1 –

DEFINITIONS

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 2 February 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Share(s)” the Existing Share(s) and/or Consolidated Share(s), as the case may be

• “Share Consolidation” the proposed consolidation of every twenty (20) issued and unissued Existing Shares into one (1) Consolidated Share

• “Shareholder(s)” holder(s) of the Existing Share(s) and/or the Consolidated Share(s), as the case may be

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

– 2 –

EXPECTED TIMETABLE

The expected timetable for implementation of the Share Consolidation is set out below:

Event	Date and time
	2023
Latest time for lodging transfer documents of the
Existing Shares to qualify for
attendance and voting at the EGM . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . 4:00 p.m. on
	Tuesday, 21 February
Closure of register of members of the Company for
determining the identity of the Shareholders entitled
to attend and vote at the EGM (both dates inclusive) . . . . . . . Wednesday, 22 February to
	Monday, 27 February
Latest time for lodging proxy forms for the EGM . . . . . . . . . . . . .	. . . . . . . . . 11:00 a.m. on
	Saturday, 25 February
Expected date and time of the EGM to
approve the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . 11:00 a.m. on
	Monday, 27 February
Announcement of the poll results of the EGM . . . . . . . . . . . . . . .	. . . Monday, 27 February
**The following events are conditional on the fulfilment of **	the conditions for the
implementation of the Share Consolidation:
Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . Wednesday, 1 March
First day of free exchange of existing share certificates for
new share certificates for Consolidated Shares . . . . . . . . . . . . . . . . . Wednesday, 1 March
Commencement of dealings in the Consolidated Shares . . . . . . . .	. . . . . . . . . . 9:00 a.m. on
	Wednesday, 1 March
Original counter for trading in Existing Shares
in the board lot size of 5,000 Existing Shares
(in the form of existing share certificates in blue colour)
temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . 9:00 a.m. on
	Wednesday, 1 March
Temporary counter for trading in the
Consolidated Shares in the board lot size of
250 Consolidated Shares (in the form of existing
share certificates in blue colour) opens . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . 9:00 a.m. on
	Wednesday, 1 March

– 3 –

EXPECTED TIMETABLE

Original counter for trading in the Consolidated Shares in board lots of 5,000 Consolidated Shares (in the form of new share certificates in green colour) re-opens . . . . . . . . . . 9:00 a.m. on Wednesday, 15 March Parallel trading in the Consolidated Shares (in the form of new share certificates in green colour and existing share certificates in blue colour) commences . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 15 March Designated broker starts to stand in the market to provide matching services for odd lots of Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 15 March Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 4 April Temporary counter for trading in the Consolidated Shares in board lots of 250 Consolidated Shares (in the form of existing share certificates in blue colour) closes . . . . . . . . . . 4:10 p.m. on Tuesday, 4 April Parallel trading in the Consolidated Shares (in the form of new share certificates in green colour and existing share certificates in blue colour) ends . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 4 April Last day for free exchange of existing share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 11 April

All times and dates specified in the timetable above refer to Hong Kong times and dates.

The timetable is indicative only and maybe extended or varied. Any change to the expected timetable above will be announced by the Company as and when appropriate.

– 4 –

LETTER FROM THE BOARD

**KINGBO STRIKE LIMITED 工蓋有限公司 ***

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1421)

Board of Directors

Executive Directors: Mr. Liu Yancheng (Chairman) Mr. Yao Runxiong

Non-executive Director:

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Mr. Tam Tak Wah

Independent non-executive Directors: Mr. Leung Po Hon Mr. Li Jin Dr. Luo Xiaodong

Principal place of business in Hong Kong: Unit 1202, 12th Floor Mirror Tower No. 61 Mody Road Tsim Sha Tsui East Hong Kong

7 February 2023

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EGM

INTRODUCTION

Reference is made to the announcement of the Company dated 17 January 2023 in relation to the Share Consolidation.

The purpose of this circular is to provide you with details of the Share Consolidation and the notice of the EGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every twenty (20) issued and unissued Existing Shares of HK$0.01 each will be consolidated into one (1) Consolidated Share of HK$0.20 each.

* For identification purpose only

– 5 –

LETTER FROM THE BOARD

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$50,000,000 divided into 5,000,000,000 Existing Shares of HK$0.01 each, of which 1,390,280,000 Existing Shares have been issued as fully paid or credited as fully paid. Assuming that no further Existing Shares are allotted, issued or repurchased between the Latest Practicable Date and the date of the EGM, the authorised share capital of the Company shall become HK$50,000,000 divided into 250,000,000 Consolidated Shares of HK$0.20 each, of which 69,514,000 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue upon the Share Consolidation becoming effective.

Implementation of the Share Consolidation will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders, except for the payment of the related expenses. The Share Consolidation does not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any paid-up capital of the Company nor will it result in any change in the relative rights of the Shareholders.

Conditions of the Share Consolidation

The Share Consolidation is conditional on:

• (1) the passing of the necessary ordinary resolution by the Shareholders approving the Share Consolidation at the EGM;

• (2) the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and

• (3) the compliance with the relevant procedures and requirements under the laws of the Cayman Islands and the Listing Rules to effect the Share Consolidation.

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Wednesday, 1 March 2023, being the second Business Day after the EGM. As at the Latest Practicable Date, none of the conditions above had been fulfilled.

– 6 –

LETTER FROM THE BOARD

Listing and dealings

Application has been made to the Stock Exchange for the granting of the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued arising from the Share Consolidation.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Upon the Share Consolidation becoming effective, the Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, there are outstanding share options (the “ Share Options ”) entitling the holders thereof to subscribe for 98,800,000 Existing Shares under the share option scheme of the Company which was adopted on 20 October 2017 (the “ Share Option Scheme ”). The Share Consolidation will lead to adjustments to the exercise prices of the Share Options and the number of Consolidated Shares to be issued upon the exercise of the outstanding Share Options, such adjustment to be made in accordance with the terms and conditions of the Share Option Scheme, Rule 17.03(13) of the Listing Rules and the Supplementary Guidance on Adjustments to the Exercise Price and Number of Share Options under the Listing Rule Requirements dated 5 September 2005 (the “ Supplementary Guidance ”). Further announcement will be made by the Company regarding the adjustments to the Share Options on or before the effective date of the Share Consolidation.

Save as disclosed above, as at the Latest Practicable Date, the Company has no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, Shares.

– 7 –

LETTER FROM THE BOARD

REASONS FOR THE SHARE CONSOLIDATION

Pursuant to rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. According to the “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by the Stock Exchange on 28 November 2008 and updated on 1 October 2020, (i) market price of the securities of an issuer at a level less than HK$0.10 will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000. In view of the recent market price of the Existing Shares, the Directors resolved to propose the Share Consolidation with the view to complying with the trading requirements under the Listing Rules.

In view of the recent trading prices of the Existing Shares at the level of below HK$0.10 and board lot value of below HK$2,000, the Share Consolidation would bring about a corresponding upward adjustment in the market price of the Consolidated Shares, which would enable the Company to comply with the trading requirements under the Listing Rules. The Share Consolidation would reduce the overall transaction and handling costs of dealings in the Consolidated Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction cost for each securities transaction.

The Board considers that the Share Consolidation would maintain the transaction amount for each board lot at a reasonable level in order to attract more investors and extend the base of the Shareholders, and thus provide flexibility for equity fund raising of the Company in the future. Accordingly, the Company considers the Share Consolidation is justifiable, notwithstanding the costs incurred by the Company and the impact arising from the creation of odd lots to the Shareholders. The Board considers that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation and the Company does not have any other concrete plan or arrangement to conduct any other fund raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising and/or investment opportunities arise in order to meet its operational needs or support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

– 8 –

LETTER FROM THE BOARD

NO CHANGE IN BOARD LOT SIZE

The Existing Shares are currently traded on the Stock Exchange in board lot size of 5,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain unchanged at 5,000 Consolidated Shares per board lot. Based on the closing price of HK$0.027 per Existing Share (equivalent to the theoretical closing price of HK$0.54 per Consolidated Share) as at the Latest Practicable Date, (i) the value per board lot of 5,000 Existing Shares is HK$135; and (ii) the value per board lot of 5,000 Consolidated Shares would be HK$2,700 on the assumption that the Share Consolidation becomes effective.

OTHER ARRANGEMENTS

Free exchange of share certificates

Subject to the Share Consolidation becoming effective, Shareholders may, on or after Wednesday, 1 March 2023 until Tuesday, 11 April 2023 (both days inclusive), submit share certificates for the Existing Shares to 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, to exchange, at the expense of the Company, for new share certificates for the Consolidated Shares, on the basis of twenty (20) Existing Shares for one (1) Consolidated Share. Thereafter, certificates for Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher. After 4:10 p.m. on Tuesday, 4 April 2023, existing share certificates for the Existing Shares will only remain effective as documents of legal title and may be exchanged for certificates for the Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.

The new share certificates for the Consolidated Shares will be issued in green colour in order to distinguish them from the share certificates for the Existing Shares which are in blue colour.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares arising from the Share Consolidation, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of existing share certificates held by such holder.

– 9 –

LETTER FROM THE BOARD

Odd lots arrangement and matching services

In order to facilitate the trading of odd lots (if any) arising from the Share Consolidation, the Company has appointed Gransing Securities Co., Limited as its agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Shareholders who wish to take advantage of this service should contact Ms. Annie Wong of Gransing Securities Co., Limited at Unit 4103, 41/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or at telephone number (852) 3162 6883 during office hours (9:00 a.m. to 12:00 noon and 1:00 p.m. to 4:00 p.m.) on working days (excluding Saturdays, Sundays and public holidays) for the period from Wednesday, 15 March 2023 to Tuesday, 4 April 2023 (both days inclusive).

Shareholders with odd lot holdings of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is on a best efforts basis. Successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. In addition, odd lots might be sold below the trading price of full board lots of the Shares. Shareholders who are in any doubt about the odd lot arrangement are recommended to consult their own professional advisers.

EGM

A notice of the EGM is set out from pages EGM-1 to EGM-3 of this circular. The EGM 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, to approve the resolution regarding the Share Consolidation. To ascertain shareholders’ eligibility to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 22 February 2023 to Monday, 27 February 2023, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify to attend and vote at the EGM, all transfers 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 not later than 4:00 p.m. on Tuesday, 21 February 2023. A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to 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 as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM (i.e. by 11:00 a.m. on Saturday, 25 February 2023) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and, in such event, the relevant form of proxy shall be deemed to be revoked.

– 10 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder would have a material interest in the Share Consolidation which is different from other Shareholders, and no Shareholder should be required to abstain from voting on the resolution approving the Share Consolidation at the EGM.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore the chairman of the meeting will demand a poll on the resolution regarding the Share Consolidation at the EGM. An announcement will be made by the Company on the poll results of the EGM.

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.

RECOMMENDATION

The Board considers that the proposed resolution in relation to the Share Consolidation to be put forward at the EGM is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the resolution to be proposed at the EGM in relation to the Share Consolidation.

WARNING

Shareholders and potential investors should take note that the Share Consolidation is conditional upon the fulfilment of the conditions as set out in the paragraphs headed “Conditions of the Share Consolidation” in this circular. Therefore, the Share Consolidation may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

Yours faithfully, For and on behalf of the Board

Kingbo Strike Limited

Liu Yancheng

Chairman

– 11 –

NOTICE OF EGM

**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:

2. (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

– EGM-1 –

NOTICE OF EGM

• (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.

– EGM-2 –

NOTICE OF EGM

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.

– EGM-3 –