Qian Xun Technology Limited — Proxy Solicitation & Information Statement 2025

Jan 10, 2025

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

Ruicheng (China) Media Group Limited

瑞誠（中國）傳媒集團有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1640)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "Meeting") of Ruicheng (China) Media Group Limited (the "Company") will be held at Suite 1201, 12/F, 1111 King's Road, Taikoo Shing, Hong Kong on Monday, 27 January 2025, at 11:30 a.m., to consider, if thought fit, pass with or without modifications the following resolutions of the Company:

ORDINARY RESOLUTION

THAT:

1. (a) the placing agreement dated 4 November 2024 and the supplemental agreement in respect of such placing agreement dated 19 December 2024, respectively entered into between the Company and Roofer Securities Limited (collectively, the "Placing Agreements") (a copy of which has been produced to the Meeting and initialed by the chairman of the Meeting for identification purpose) in relation to the placing of convertible bonds of the Company in the aggregate principal amount of up to HK$300,001,000, entitling the holders thereof to convert such principal amount into a maximum of 115,385,000 new shares (the "Conversion Share(s)") of the Company at the initial conversion price of HK$2.60 per Conversion Share (subject to adjustment), the transaction contemplated thereunder and any other ancillary documents, be and are hereby confirmed, approved and ratified, subject to such addition or amendment as any director(s) of the Company (the "Director(s)") may consider necessary, desirable or appropriate;

(b) conditional upon the approval of the listing of and the dealing in the Conversion Shares (given by the Listing Committee of The Stock Exchange of Hong Kong Limited), the Directors be and are hereby granted the specific mandate (the "Specific Mandate") to allot and issue such Conversion Shares (such Specific Mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or specific mandate(s) which has/ have been granted to the Directors by the shareholders of the Company prior to the passing of this resolution); and

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(c) any Director be and is hereby authorised for and on behalf of the Company to, amongst others, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Placing Agreements and any ancillary documentation and transactions thereof.

SPECIAL RESOLUTION

"THAT:

1. "THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from "Ruicheng (China) Media Group Limited" to "Qian Xun Technology Limited", and the Chinese name (千循科技有限公司) be adopted and registered as the dual foreign name of the Company in place of its existing Chinese name (瑞誠(中國)傳媒集團有限公司) with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands, and that any one Director be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/she may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the change of the name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company."

By Order of the Board
Ruicheng (China) Media Group Limited
Sun Changpeng
Executive Director

Hong Kong, 10 January 2025

Registered office:
190 Elgin Avenue
George Town
Grand Cayman
KY1-9008
Cayman Islands

Head office and principal place of business in Hong Kong:
Flat 2917, 29/F
1 Hung To Road
Kwun Tong
Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the above meeting 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.

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1. In the case of joint holders of any shares in the Company, any one of such joint holders may vote at the above meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, either personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

2. In order to be valid, a form of proxy 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 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 or any adjournment thereof. The completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the above meeting (or any adjournment thereof) if they so wish.

3. In order to determine the eligibility of the shareholders to attend and vote at the Meeting, all duly completed transfer forms 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 by no later than 4:00 p.m. on Tuesday, 21 January 2025. Shareholders whose names appear on the register of members of the Company on Tuesday, 21 January 2025 are entitled to attend and vote at the EGM.

4. Delivery of an instrument appointing a proxy should not preclude a member 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.

5. The Company reminds all shareholders that physical attendance in person at the Meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the Meeting as their proxy to vote on the relevant resolutions at the Meeting instead of attending the Meeting in person, by completing and return the form of proxy.

6. If any shareholder chooses not to attend the Meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter in writing to the head office and principal place of business in Hong Kong of the Company or by fax at (852) 2816 9078. If any shareholder has any question relating to the Meeting, please contact Union Registrars Limited, the Company's Hong Kong branch share registrar as follows:

Union Registrars Limited
Suites 3301-04, 33/F.
Two Chinachem Exchange Square
338 King's Road
North Point, Hong Kong
Email: info@unionregistrars.com.hk
Tel: (852) 2849 3399
Fax: (852) 2849 3319

1. This notice is prepared in both English and Chinese. In the event of inconsistency, the English text of the notice shall prevail over the Chinese text.

As at the date of this notice, the executive Directors are Ms. Wang Xin, Mr. Leng Xuejun and Mr. Sun Changpeng, and the independent non-executive Directors are Mr. Li Xue, Mr. Wu Ke and Mr. Niu Zhongjie.

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