Qiniu Limited — Proxy Solicitation & Information Statement 2024

Dec 5, 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 30 December 2024 (Monday) at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications the following resolution:

SPECIAL RESOLUTION

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

“THAT subject to and conditional upon (i) an order being made by the Grand Court of the Cayman Islands (the “Court”) confirming the Proposed Capital Reorganisation (as defined below); (ii) the compliance with any conditions which the Court may impose in relation to the Proposed Capital Reorganisation; (iii) the registration by the Registrar of Companies of the Cayman Islands of a copy of the order of the Court confirming the Capital Reorganisation and the minute approved by the Court containing the particulars required under the Companies Act with respect to the Proposed Capital Reorganisation (as defined below); and (iv) The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, the Reduced Shares (as defined below) arising from the Proposed Capital Reorganisation (as defined below), with effect from the date on which the aforesaid conditions are fulfilled (the “Effective Date”):

(a) the issued share capital of the Company be reduced by cancelling the paid-up capital of the Company to the extent of HK$0.49 on each of the issued shares such that the par value of each issued share will be reduced from HK$0.50 to HK$0.01 (the “Capital Reduction”);

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(b) immediately following the Capital Reduction becoming effective, each of the authorised but unissued shares with a par value of HK$0.50 each be subdivided (the “Share Sub-division”) into fifty (50) unissued new shares with a par value of HK$0.01 each (the “Reduced Shares”), and such Reduced Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company;

(c) immediately following the Capital Reduction and the Share Sub-division (collectively, the “Proposed Capital Reorganisation”), the authorised share capital of the Company be changed from HK$1,000,000,000 divided into 2,000,000,000 shares of with a par value of HK$0.50 each, to HK$1,000,000,000 divided into 100,000,000,000 Reduced Shares of with a par value of HK$0.01 each;

(d) the credit arising from the Capital Reduction be applied towards offsetting the accumulated losses of the Company as at the Effective Date (the “Accumulated Losses”) and the balance of such credit remaining after offsetting the Accumulated Losses (if any) be transferred to a distributable reserve account of the Company or other reserve account of the Company which may be applied by the Company in any manner as permitted under the applicable laws and the memorandum and articles of association of the Company; and

(e) 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 implementation of the Proposed Capital Reorganisation.”

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

Hong Kong, 6 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.

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Notes:

1. A member of the Company entitled to attend and vote at the aforesaid extraordinary general meeting (the “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 28 December 2024 (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 23 December 2024 (Monday) 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 resolutions at the EGM will be conducted by way of a poll.

6. (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 Hong Kong Exchanges and Clearing 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.