Rykadan Capital Limited — Proxy Solicitation & Information Statement 2025

Mar 26, 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.

RYKADAN

CAPITAL

RYKADAN CAPITAL LIMITED

宏基資本有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2288)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Rykadan Capital Limited 宏基資本有限公司 (the “Company”) will be held at Room 1, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on 17 April 2025, Thursday at 3:00 p.m., for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution (with or without modifications). Unless the context requires otherwise, the terms used herein shall have the same meanings as those used in the circular to the shareholders of the Company (the “Shareholders”) dated 27 March 2025 (the “Circular”).

ORDINARY RESOLUTION

"THAT

(a) the formal agreement for sale and purchase dated 17 December 2024 (the “Formal Agreement A”) entered into between Win Expo Enterprises Limited (“Vendor A”) and German Pool (Hong Kong) Limited (the “Purchaser”) in relation to the disposal of the $27^{\text{th}}$ Floor and car parking spaces nos. P11, P12, P13 and P14 on the $1^{\text{st}}$ Floor of Rykadan Capital Tower located at No. 135 Hoi Bun Road, Kowloon, Hong Kong by Vendor A to the Purchaser (the “Disposal A”) (a copy of which has been produced to the EGM marked “A” and initialed by the chairman of the EGM for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

(b) the formal agreement for sale and purchase dated 17 December 2024 (the “Formal Agreement B”) entered between Prime Talent Development Limited (“Vendor B”) and the Purchaser in relation to the disposal of the $28^{\text{th}}$ Floor of and car parking spaces nos. P7, P8, P9 and P10 on the $1^{\text{st}}$ Floor of Rykadan Capital Tower located at No. 135 Hoi Bun Road, Kowloon, Hong Kong by Vendor B to the Purchaser (the “Disposal B”) (a copy of which has been produced to the EGM marked “B” and initialed by the chairman of the EGM for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

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(c) the directors of the Company be and are hereby authorised for and on behalf of the Company to approve and authorise the entering into, the execution, perfection, performance and delivery of all such other instruments, deeds, agreements and documents, and to do all such acts and things, as they may in their absolute discretion consider to be necessary, appropriate, desirable or expedient to implement and/or give effect to the Formal Agreements and all the transactions contemplated thereunder and all matters incidental or ancillary thereto or in connection therewith, and to agree to such variations, waivers and/or amendments to the Formal Agreements or such other instruments, deeds, agreements and documents as are, in the opinion of the directors of the Company, in the interests of the Company.”

By Order of the Board
Rykadan Capital Limited
宏基資本有限公司
Lui Man Kit
Company Secretary

Hong Kong, 27 March 2025

Notes:

1. The resolution at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

2. A member entitled to attend and vote at the EGM is entitled to appoint one or more (if he holds more than one share of the Company) proxies to attend and vote instead of him. If more than one proxy is appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company.

3. In order 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 thereof, must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the EGM or any adjournment thereof (as the case may be). In such event, the said form of proxy shall be deemed to be revoked.

4. For determining the qualification of members to attend and vote at the EGM, the register of members of the Company will be closed from 14 April 2025, Monday to 17 April 2025, Thursday, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible as members to attend and vote at the EGM, all transfer documents, accompanied by the relevant share certificates, must be lodged 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 for registration not later than 4:30 p.m. on 11 April 2025, Friday.

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1. If a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong 2 hours before the scheduled time of the EGM, the EGM will be adjourned. The Company will post an announcement on the Company’s website and the Stock Exchange’s website to notify Shareholders of the date, time and place of the adjourned meeting. The meeting will be held as scheduled when an amber or a red rainstorm warning signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.

2. There will be NO distribution of souvenir or service of refreshment at the EGM.

As at the date of this notice, the Board comprises Mr. CHAN William (Chairman and Chief Executive Officer) and Mr. LO Hoi Wah, Heywood (Chief Financial Officer) as executive Directors, Mr. NG Tak Kwan as a non-executive Director and Mr. TO King Yan, Adam, Mr. HO Kwok Wah, George and Ms. KHAN Sabrina as independent non-executive Directors.

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