Qiniu Limited — Proxy Solicitation & Information Statement 2025

Jun 5, 2025

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 Conference Room R3, United Conference Centre, 10th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on 30 June 2025 (Monday) at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications the following resolutions:

ORDINARY RESOLUTION

1. (a) To approve the conversion (the “Proposed Conversion”) of up to 5,132,400,000 shares (the “Shares”) with a par value of HK$0.01 each in the Share capital of the Company pursuant to the terms of the instrument of the convertible notes dated 17 March 2025 (the “Convertible Notes”) by A Mark Limited, Ocean Resources Int'l Investment Group Limited and Wayside Holdings Limited (the “Subscribers”) and the transactions contemplated thereunder;
   (b) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited not having withdrawn the approval for the listing of, and the permission to deal in the conversion Shares, the directors of the Company (the "Directors") be and are hereby authorised to issue and allot the respective conversion Shares pursuant to the notices of conversion given by the holders of the Convertible Notes pursuant to the instrument of the Convertible Notes; and
   (c) the Directors 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 Proposed Conversion.

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SPECIAL RESOLUTION

1. (a) To approve the grant of waiver (the “Whitewash Waiver”) of the obligation of Mr. Chen William Hon Lam (“Mr. Chen”) and the Subscribers to make a general offer for all the issued Shares and other securities of the Company (other than issued Shares and other securities owned or agreed to be acquired by Mr. Chen, the Subscribers and parties acting in concert with any of them, the Conversion Shares allotted and issued to the holders of the Convertible Notes (other than the Subscribers) (the “CN Placees”) and any unconverted Convertible Notes placed to the CN Placees)) as a result of the allotment and issue of conversion Shares under the Proposed Conversion in accordance with the Whitewash Waiver granted or to be granted by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission pursuant to Note 1 on dispensations to Rule 26 of the Hong Kong Code on Takeovers and Mergers; and

(b) to authorize any one or more Directors to, do all such acts and things and execute all relevant documents or deeds (and, if necessary, affix the company seal in accordance with the by-laws of the Company) as he/she may consider necessary, expedient or desirable in connection with, to give effect to, or to consummate any matter relating to or in connection with the Whitewash Waiver and/or the transactions contemplated thereunder.

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

Hong Kong, 6 June 2025

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, Mr. Kim Sung Rae and Mr. Wong Wei Hua Derek 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 Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 10:00 a.m. on 28 June 2025 (Saturday), which is not later than 48 hours before the time fixed for holding the EGM or any adjournment thereof.

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1. 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 Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 4:30 p.m. on 24 June 2025 (Tuesday) which is the last registration date for the EGM.

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

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

4. (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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