Qiniu Limited — Proxy Solicitation & Information Statement 2024

Dec 19, 2024

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.

E&P Global Holdings Limited

能源及能量環球控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock code: 1142)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “EGM”) of E&P Global Holdings Limited (the “Company”) will be held at 35/F, Dah Sing Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong on 6 January 2025 (Monday) at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications the following resolution:

ORDINARY RESOLUTION

1. As special business, to consider and, if thought fit, pass the following resolution as ordinary resolution of the Company:

“THAT subject to and conditional upon (a) the proposed capital reorganisation of the Company as announced on 26 November 2024 becoming effective; (b) the passing of resolution by shareholders of the EGM to approve, among other matters, the subscription agreement (“Subscription Agreement”) dated 2 December 2024 entered into between the Company as issuer and A Mark Limited, Ocean Resources Int’l Investment Group Limited and Wayside Holdings Limited as subscribers (collectively, the “Subscribers”) in respect of the issue of the convertible notes (“Convertible Notes”) in the principal amount of US$400,390,000 and the conversion shares (“Conversion Shares”) upon any exercise of the conversion rights attaching to the Convertible Notes; (c) the listing committee of the Stock Exchange of Hong Kong Limited (“Stock Exchange”) having granted the listing of, and permission to deal in, the Conversion Shares; and (d) the shares (“Shares”) with a par value of HK$0.50 each in the Share capital of the Company or the Reduced Shares (as defined below) remain listed and traded on the Main Board of the Stock Exchange and no written notification being received by the Company to the effect that listing of the Shares or the Reduced Shares on the Main Board of the Stock Exchange will or may be withdrawn:

(a) the Convertible Notes be issued to Subscribers;

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(b) a specific mandate (“Specific Mandate”) be granted to the directors of the Company to allot and issue a maximum of 12,492,168,000 shares (“Reduced Shares”) with a par value of HK$0.01 each in the share capital of the Company upon any exercise of the conversion rights attaching to the Convertible Notes; and

(c) the directors of the Company be and are hereby authorised to do all such acts and things and execute (under hand or as a deed and where appropriate, under the common seal of the Company) all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to or in connection with the issue of Convertible Notes under Specific Mandate.”

By Order of the Board
E&P Global Holdings Limited
Lee Jaeseong
Chairman

Hong Kong, 20 December 2024

As at the date of this announcement, the Board consists of Mr. Lee Jaeseong, Mr. Im Jonghak and Mr. Liu Wai Shing, Peter as executive Directors, Ms. Sun Meng as non-executive Director, and Ms. Chen Dai and Mr. Kim Sung Rae as independent non-executive Directors.

Notes:

1. A member of the Company entitled to attend and vote at the aforesaid EGM is entitled to appoint one or (if holding two or more Shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a notarial certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 10:00 a.m. on 4 January 2025 (Saturday), which is not later than 48 hours before the time fixed for holding the EGM or any adjournment thereof.

3. In order to qualify for the right to attend and vote at the EGM, all relevant share certificates and properly completed transfer forms must be lodged for registration with the Company’s Hong Kong branch share registrar, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 4:30 p.m. on 2 January 2025 (Thursday) which is the last registration date for the EGM.

4. Completion and return of the form of proxy will not preclude members from attending and voting at the EGM.

5. The voting on the resolution at the EGM will be conducted by way of a poll.

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1. (a) Subject to paragraph (b) below, if a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 8:00 a.m. and 5:00 p.m. on the date of the EGM, the EGM will be adjourned in accordance with the articles of association of the Company, and shareholders of the Company will be informed of the date, time and venue of the adjourned EGM by a supplemental notice posted on the respective websites of the Company and The Stock Exchange of Hong Kong Limited.

(b) If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled 4 hours before the time of holding of the EGM (i.e. at or before 6:00 a.m.) and where conditions permit, the EGM will be held as scheduled.

(c) The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force.

(d) After considering their own situations, shareholders should decide on their own whether or not they would attend the EGM under any bad weather condition and if they do so, they are advised to exercise care and caution.

1. No distribution of corporate gifts and no serving of refreshments.

2. The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

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