Road King Infrastructure Limited — Proxy Solicitation & Information Statement 2022

Dec 22, 2022

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.

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ROAD KING INFRASTRUCTURE LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1098)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the “ Meeting ”) of Road King Infrastructure Limited (the “ Company ”, and together with its subsidiaries, the “ Group ”) will be held at Suite 501, 5th Floor, Tower 6, The Gateway, 9 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 13 January 2023 at 9:30 a.m. for the purpose of considering, and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“THAT

• (i) the acquisition of 50% equity interest in Changzhou Road King Yaju Properties Development Co., Ltd*（常州路勁雅居房地產開發有限公司）(“ Equity Interest A ”) by Changzhou RK Properties Developments Ltd.（常州路勁房地產開發有限公司） (“ RK Purchaser ”) pursuant to the exit agreement entered into between the RK Purchaser and Nantong Yaxin Enterprise Management Consulting Co., Ltd

• （南通雅信企業管理諮詢有限公司）and dated 24 November 2022 (a copy of which has been produced to this Meeting and marked “A” and initialed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and is hereby approved;

• (ii) the acquisition of 49% equity interest in Changzhou Jinya Properties Development Co., Ltd*（常州勁雅房地產開發有限公司）(“ Equity Interest B ”) by the RK Purchaser pursuant to the exit agreement entered into between the RK Purchaser and Changzhou Agile Properties Development Co., Ltd*（常州雅居樂房地產開發有限公司）, Nantong Hezhong Enterprise Management Co., Ltd*（南通合眾企業管理有限公司） and Guangzhou Tongxing Enterprise Management Co., Ltd*（廣州同興企業管理有限公司） and dated 24 November 2022 (a copy of which has been produced to this Meeting and marked “B” and initialed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and is hereby approved; and

• for identification purpose only

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• (iii) the Directors of the Company be and are hereby authorised to do all things and acts which they consider necessary, desirable or expedient in connection with the acquisitions of Equity Interest A and Equity Interest B.”

By order of the Board Lee Tak Fai, Kennedy Company Secretary

Hong Kong, 23 December 2022

Notes:

1. The register of members of the Company will be closed from Thursday, 12 January 2023 to Friday, 13 January 2023, both dates inclusive, during which period no transfer of shares of the Company will be registered for the purpose of determining the eligibility of the members of the Company to attend and vote at the Meeting. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited (the “ Branch Share Registrar ”), at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:00 p.m. on Wednesday, 11 January 2023 for registration.

2. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting or at a class meeting.

3. The form of proxy must be signed by a member of the Company or the attorney duly authorised in writing or, in the case of a corporation, must be either under its seal and under the hand of an officer or attorney or other person duly authorised to sign the same. In case of joint holders, the signature of any one of them is sufficient.

4. To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of attorney or authority, must be delivered to the office of the Branch Share Registrar at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

5. Delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the Meeting or at any adjournment thereof. In such event, the form of proxy shall be deemed to be revoked.

6. In the case of joint holders of any share, if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of joint holding.

7. The Company will undertake the following precautionary measures to safeguard the health and well-being of the shareholders (or their proxies) who are attending the Meeting in person, including body temperature check, health declaration, wearing surgical face mask, access restriction for quarantine participants according to the Department of Health of Hong Kong, plus safe distancing measures for queue management and seating at the meeting venue. To reduce close contact between attendees at the Meeting, no refreshment will be served at the meeting venue . Any person who refuses to co-operate with the above precautionary measures or is detected to have a fever (i.e. over 37.0 degrees Celsius) or exhibiting flu-like symptoms will not be admitted to the meeting venue.

As at the date of this notice, the Board of Directors of the Company comprises Messrs. Zen Wei Peu, Derek, Ko Yuk Bing, Fong Shiu Leung, Keter and Ng Fun Hung, Thomas as Executive Directors, Ms. Cai Xun and Mr. Xu Enli as Non-executive Directors and Messrs. Lau Sai Yung, Tse Chee On, Raymond, Wong Wai Ho and Ms. Hui Grace Suk Han as Independent Non-executive Directors.

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