Sanergy Group Limited — Proxy Solicitation & Information Statement 2024

Apr 25, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sanergy Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

SANERGY GROUP LIMITED 昇能集團有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock code: 2459)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS, (3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2024 AGM to be held at Units 5906–5912, 59/F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Thursday, 16 May 2024 at 10:30 a.m. is set out on pages 22 to 26 of this circular.

A form of proxy for the 2024 AGM is enclosed with this circular. Whether or not you are able to attend the 2024 AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the 2024 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2024 AGM or any adjourned meeting should you so wish.

25 April 2024

CONTENTS

			Page
DEFINITIONS	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
APPENDIX I	—	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II	—	BIOGRAPHICAL DETAILS OF
		DIRECTORS PROPOSED TO BE RE-ELECTED . . . . . . . . . . . .	12
APPENDIX III	—	PROPOSED AMENDMENTS TO THE ARTICLES OF
		ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			22

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘2024 AGM’’

• the annual general meeting of the Company to be held at 10:30 a.m. on Thursday, 16 May 2024 at Units 5906–5912, 59/F, The Center, 99 Queen’s Road Central, Central, Hong Kong and the notice of which is set out in this circular

• ‘‘Articles’’

• the existing amended and restated articles of association of the Company

• ‘‘Board’’ the board of Directors

• ‘‘Company’’

• Sanergy Group Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange (stock code: 2459)

• ‘‘Directors’’ the directors of the Company

• ‘‘Extension Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to extend the total number of Shares which may be allotted and issued under the Issue Mandate by adding the total number of Shares repurchased under the Repurchase Mandate

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Issue Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to allot, issue and deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution at the 2024 AGM

• ‘‘Latest Practicable Date’’

• 22 April 2024, being the latest practicable date before the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular

• ‘‘Listing Date’’

• 17 January 2023, being the date of listing of Shares on the Stock Exchange

• ‘‘Listing Rules’’

• The Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

‘‘New Articles’’ the second amended and restated articles of association of the Company incorporating and consolidating all the Proposed Amendments, proposed to be adopted by the Company at the 2024 AGM ‘‘Proposed Amendments’’ the proposed amendments to the Articles as set out in Appendix III to this circular ‘‘Repurchase Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to repurchase Shares not exceeding 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution at the 2024 AGM

• ‘‘SFO’’ the Securities Future Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of nominal value of US$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) for the time being of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buy-backs

‘‘US$’’ United States dollars, the lawful currency of the United States ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

SANERGY GROUP LIMITED 昇能集團有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock code: 2459)

Executive Directors: Mr. Peter Brendon Wyllie (Chairman) Mr. Hou Haolong Mr. Yan Haiting

Non-executive Director: Mr. Wang Ping

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors: Ms. Chan Chore Man Germaine Mr. Cheng Tai Kwan Sunny Mr. Ngai Ming Tak Michael

Headquarters and principal place of business in China: 3 East Industrial Road, Hongzhou Industrial Park, Huixian Industries Concentration Zone, Xinxiang, Henan China

Principal place of business in Hong Kong: Room 2602, 26th Floor China Resources Building 26 Harbour Road Wanchai Hong Kong 25 April 2024

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS,

(3) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

• (4) NOTICE OF ANNUAL GENERAL MEETING

– 3 –

LETTER FROM THE BOARD

INTRODUCTION

At the 2024 AGM, resolutions will be proposed to seek the Shareholders’ approval for, among other things, (i) the proposed grant of general mandates to issue and repurchase Shares; (ii) the proposed re-election of retiring Directors; and (iii) the Proposed Amendments to the Articles. The purpose of this circular is to provide you with the necessary information on these issues and the related resolutions to be proposed at the 2024 AGM.

THE REPURCHASE MANDATE

At the annual general meeting of the Company held on 19 May 2023, a resolution was passed by the Shareholders to grant a general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase its own Shares. Such mandate, to the extent not renewed, revoked or varied by the date of the 2024 AGM, will lapse at the conclusion of the 2024 AGM.

In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the 2024 AGM that the Directors be granted a general and unconditional mandate to repurchase the Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares as at the date of passing of such resolution.

As at the Latest Practicable Date, the Company had an aggregate of 1,010,000,000 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the Repurchase Mandate and on the basis that no further Shares will be issued, repurchased or cancelled before and up to the date of the 2024 AGM, the Company will be allowed to repurchase a maximum of 101,000,000 Shares under the Repurchase Mandate.

THE ISSUE MANDATE

At the annual general meeting of the Company held on 19 May 2023, a resolution was passed by the Shareholders to grant a general and unconditional mandate to the Directors to allot, issue and deal with the Shares. Such mandate, to the extent not renewed, revoked or varied by the date of the 2024 AGM, will lapse at the conclusion of the 2024 AGM.

In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the 2024 AGM that the Directors be granted a general and unconditional mandate to allot, issue and deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of passing of such resolution.

As at the Latest Practicable Date, the Company had an aggregate of 1,010,000,000 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the Issue Mandate and on the basis that no further Shares will be issued, repurchased or cancelled before and up to the date of the 2024 AGM, the Company will be allowed to allot, issue and deal with a maximum of 202,000,000 new Shares under the issue Mandate.

– 4 –

LETTER FROM THE BOARD

THE EXTENSION MANDATE

At the 2024 AGM, an ordinary resolution will also be proposed that the Directors be granted a general and unconditional mandate to increase the total number of Shares which may be allotted and issued under the Issue Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

Details of the Repurchase Mandate, the Issue Mandate and the Extension Mandate are set out in the ordinary resolutions nos. 5, 6 and 7 of the notice of the 2024 AGM, respectively.

The Repurchase Mandate, the Issue Mandate and the Extension Mandate shall continue to be in force during the period from the date of passing of the ordinary resolutions for the approval of the Repurchase Mandate, the Issue Mandate and the Extension Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held; or (iii) the revocation or variation of the Repurchase Mandate or the Issue Mandate or the Extension Mandate (as the case may be) by ordinary resolution of the Shareholders at a general meeting of the Company, whichever occurs first.

The Listing Rules contain provisions to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange. The Company is required to give the Shareholders information which is reasonably necessary to enable them to make an informed decision as to whether to vote for or against the Ordinary Resolution to approve the grant of the Repurchase Mandate. In this regard, this circular contains an explanatory statement required by the Listing Rules as set out in Appendix I.

RE-ELECTION OF RETIRING DIRECTORS AND ELECTION OF DIRECTOR

Re-election of Retiring Directors

Pursuant to Article 84(1) of the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

In accordance with Article 84(1) of the Articles, Mr. Hou Haolong (‘‘Mr. Hou’’), Mr. Cheng Tai Kwan Sunny (‘‘Mr. Cheng’’) and Mr. Ngai Ming Tak (‘‘Mr. Ngai’’) will retire by rotation at the 2024 AGM, and they being eligible, will offer themselves for re-election at the 2024 AGM.

Biographical details of the retiring Directors proposed to be re-elected at the 2024 AGM are set out in Appendix II to this circular.

– 5 –

LETTER FROM THE BOARD

Recommendations of the Nomination Committee

The Nomination Committee, having reviewed the composition of the Board, nominated the retiring Directors, Mr. Hou, Mr. Cheng and Mr. Ngai, to the Board for it to recommend to the Shareholders for re-election at the 2024 AGM.

The Nomination Committee is of the view that Mr. Hou, Mr. Cheng and Mr. Ngai will bring to the Board perspectives, skills and experience as further described in their biographies as set out in Appendix II to this circular. Based on the Board diversity policy adopted by the Company, the Nomination Committee considers that taking into account the respective background of Mr. Hou, Mr. Cheng and Mr. Ngai, each of them can contribute to the diversity of the Board.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board proposes to amend the Articles for the purpose of, among others, updating and bringing the Articles in line with the latest regulatory requirements in relation to the expanded paperless listing regime and the electronic dissemination of corporate communications by listed issuers and the relevant amendments made to the Listing Rules which took effect from 31 December 2023. Details of the Proposed Amendments are set out in Appendix III to this circular.

The Company has been advised by its legal advisers that the Proposed Amendments conform to the requirements of the Listing Rules and do not violate the laws of the Cayman Islands, respectively.

The Board proposes to put forward to the Shareholders for approval at the 2024 AGM a special resolution to adopt the Proposed Amendments and the New Articles. The proposed adoption of the Proposed Amendments and the New Articles are subject to the passing of a special resolution by the Shareholders in the 2024 AGM.

2024 AGM AND PROXY ARRANGEMENT

A notice convening the 2024 AGM is set out on pages 22 to 26 of this circular.

A form of proxy for the 2024 AGM is enclosed with this circular. Whether or not you are able to attend the 2024 AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the 2024 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the 2024 AGM or any adjournment thereof if you so wish.

– 6 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, 10 May 2024 to Thursday, 16 May 2024 (both days inclusive) for the purpose of determining entitlement of the Shareholders to attend and vote at the 2024 AGM, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the 2024 AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4: 30 p.m. on Thursday, 9 May 2024.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the vote of Shareholders at the 2024 AGM will be taken by poll and a scrutineer will be appointed by the Company for vote taking at the 2024 AGM. An announcement on the poll results will be made by the Company after the 2024 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the proposed resolutions as set out in the notice of the 2024 AGM, including, among other things, the grant of the Repurchase Mandate, the Issue Mandate and the Extension Mandate, the proposed re-election of the retiring Directors and the Proposed Amendments to the Articles are in the best interests of the Company and the Shareholders as a whole. The necessary information for seeking Shareholders’ approval on the proposed matters is already set out herein for consideration. The Directors recommend that all Shareholders should vote in favour of all relevant resolutions to be proposed at the 2024 AGM. As at the Latest Practicable Date, no Shareholder is required to abstain from voting under the Listing Rules in respect of any of the resolutions to be proposed at the 2024 AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 7 –

LETTER FROM THE BOARD

FURTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By order of the Board Sanergy Group Limited Peter Brendon Wyllie Chairman

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for consideration as to whether to vote for or against the ordinary resolution to be proposed at the 2024 AGM for granting the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to rule 10.06 of the Listing Rules which is set out as follows:

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,010,000,000 Shares.

Subject to the passing of the ordinary resolution for the approval of the Repurchase Mandate and in accordance with the terms thereof, on the basis that no further Shares are issued, repurchased or cancelled by the Company before and up to the date of the 2024 AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 101,000,000 Shares during the period up to the conclusion of the next annual general meeting of the Company in 2025, or the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held, or the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders at a general meeting of the Company, whichever of these three events occurs first.

REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange as and when required. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases of Shares will benefit the Company and the Shareholders as a whole.

FUNDING OF REPURCHASES

Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company’s available cash flow or working capital facilities. Any repurchases will be made from funds of the Company legally permitted to be utilized in this connection in accordance with its memorandum of association, the Articles, the Listing Rules and the applicable laws of the Cayman Islands. The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

POSSIBLE MATERIAL ADVERSE IMPACT

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements for the year ended 31 December 2023). Therefore, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the appropriate working capital requirements or the gearing position of the Company as they would consider from time to time.

The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
April 2023	1.95	1.69
May 2023	3.07	1.78
June 2023	3.60	2.72
July 2023	3.88	2.64
August 2023	4.49	3.07
September 2023	4.79	3.89
October 2023	4.85	4.10
November 2023	6.39	4.07
December 2023	10.20	5.46
January 2024	9.20	3.51
February 2024	4.95	3.15
March 2024	4.80	3.37
April 2024 (up to and including the
Latest Practicable Date)	4.76	1.97

THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could, depending on the level of such increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, and to the best knowledge of the Directors, (i) Otautahi Capital Inc. (‘‘Otautahi Capital’’) was recorded in the register required to be kept by the Company under section 336 of the SFO as having a direct interest in 739,000,000 Shares, representing approximately 73.17% of the issued share capital of the Company as at the Latest Practicable Date; and (ii) 271,000,000 Shares were held in public hands, representing approximately 26.83% of the issued share capital of the Company as at the Latest Practicable Date.

In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held directly or indirectly by Otautahi Capital, the interest of Otautahi Capital in the issued share capital of the Company would be increased to approximately 81.30%. Any repurchase of the Shares which results in the number of the Shares held by the public being reduced to less than the prescribed percentage of the Shares then in issue could only be implemented with the approval of the Stock Exchange to waive the Listing Rules requirements regarding the public float under Rule 8.08 of the Listing Rules.

The Directors have no present intention to exercise the Repurchase Mandate to such an extent that will trigger the obligations under the Takeovers Code to make a mandatory offer, or result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25% as required by the Listing Rules.

SHARE REPURCHASE MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any of the Shares (whether on the Stock Exchange or otherwise) during the previous six months immediately prior to the Latest Practicable Date.

DIRECTORS’ UNDERTAKING

The Directors will exercise the powers of the Company to make repurchases under the Repurchase Mandate pursuant to the relevant resolution of the Company and in accordance with the Listing Rules and the applicable laws of the Cayman Islands and as permitted by the regulations in the memorandum of association of the Company and the Articles.

The Directors confirmed that neither this explanatory statement nor the proposed Repurchase Mandate has any unusual features.

DIRECTORS’ DEALINGS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell to the Company or its subsidiaries any of the Shares in the event that the Repurchase Mandate is granted at the 2024 AGM.

– 11 –

EXPLANATORY STATEMENT

APPENDIX I

CONNECTED PERSONS

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he or she has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him or her to the Company in the event that the Repurchase Mandate is granted.

– 12 –

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Biographical details of the Directors to be re-elected at the 2024 AGM are set out below.

Mr. Hou Haolong (‘‘Mr. Hou’’), aged 45, joined the Group in February 2012 and was appointed as an executive Director on 29 March 2021. Mr. Hou is also a director of certain subsidiaries of the Company. He is the brother-in-law of Mr. Feng Jianguo, one of our senior management members. He is responsible for business infrastructure development, product innovation and business strategies of the Group. Prior to joining the Group, from January 2003 to January 2013, Mr. Hou worked in Henan Sanli Carbon Products Co., Ltd.* (河南三力炭素 製品有限公司) (‘‘Henan Sanli’’) with his last position as general manager and was responsible for project implementation, including the production of large diameter UHP graphite electrode for EAF steel making.

Mr. Hou has entered into a service agreement as an executive Director with the Company for an initial term of three years commencing on the Listing Date. The service agreement can be terminated by either party by serving one month’s notice in writing. Under the service agreement, he is entitled to an annual salary of US$230,000 and a discretionary bonus as may be decided by the Board. Mr. Hou’s remuneration has been and will be determined by reference to his experience, qualification, duties and responsibilities in the Company and the prevailing market rate and (in the case of discretionary bonus) his performance for the year. Mr. Hou’s remuneration will be subject to review by the Remuneration Committee of the Company and the Board from time to time. As a Director, he is subject to retirement by rotation and re-election in accordance with the Articles.

As at the Latest Practicable Date, Mr. Hou is a beneficiary of a discretionary family trust which, through companies controlled by the trust, indirectly owns 739,000,000 ordinary shares of the Company (the ‘‘Shares’’). Accordingly, Mr. Hou is interested in 739,000,000 Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the ‘‘SFO’’), representing approximately 73.17% shareholding in the Company.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Hou (i) has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; (iii) has not held any other major appointments or professional qualifications; and (iv) is not interested in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Hou that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Hou that needs to be brought to the attention of the Shareholders.

• For identification purposes only

– 13 –

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. Cheng Tai Kwan Sunny (‘‘Mr. Cheng’’), aged 51, was appointed as an independent non-executive Director on 19 December 2022. He is also the chairman of each of the Audit Committee and the Remuneration Committee and a member of the Nomination Committee. He is primarily responsible for providing independent advice to the Board.

Mr. Cheng has years of experience in management, financial reporting and management accounting. Mr. Cheng is an independent non-executive director of (i) Bojun Education Company Limited (stock code: 1758); and (ii) Hua Lien International (Holding) Company Limited (Stock Code: 969), since December 2017.

Mr. Cheng was a director of Day & Night Clinic Limited which was incorporated in Hong Kong on 25 August 1999 and was primarily engaged in clinical business. It was dissolved by deregistration on 9 February 2001 due to inactivity of the company.

Mr. Cheng was a member of the Chinese People’s Political Consultative Conference of Enping City, Guangdong Province from November 2011 to November 2016. Mr. Cheng was admitted as an associate and a fellow of The Association of Chartered Certified Accountants in July 1999 and July 2004, respectively. He was also admitted as a member of the Hong Kong Institute of Certified Public Accountants (previously known as Hong Kong Society of Accountants) in September 2001. In March 2018, Mr. Cheng became a member of CPA Australia.

Mr. Cheng received a bachelor of business administration in accounting from the Hong Kong University of Science and Technology in November 1996. In December 2006, Mr. Cheng received a master of science from The Chinese University of Hong Kong. Mr. Cheng was awarded the Master of Business Administration degree jointly by the Kellogg School of Management of Northwestern University and the School of Business and Management of the Hong Kong University of Science and Technology in December 2009. In November 2017, Mr. Cheng obtained the degree of Juris Doctor from The Chinese University of Hong Kong.

Mr. Cheng has entered into a letter of appointment as an independent non-executive Director with the Company for an initial term of one year commencing on the Listing Date. The service agreement can be terminated by either party by serving one month’s notice in writing. Under the service agreement, he is entitled to an annual director’s fee of US$26,000. Mr. Cheng’s remuneration has been determined by reference to his experience, qualification, duties and responsibilities in the Company and the prevailing market rate. Mr. Cheng’s remuneration will be subject to review by the Remuneration Committee of the Company and the Board from time to time. As a Director, he is subject to retirement by rotation and reelection in accordance with the Articles.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Cheng (i) has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; (iii) has not held any other major appointments or professional qualifications; and (iv) is not interested in any Shares within the meaning of Part XV of the SFO.

– 14 –

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Cheng that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Cheng that needs to be brought to the attention of the Shareholders.

Mr. Ngai Ming Tak Michael (‘‘Mr. Ngai’’), aged 56, was appointed as an independent non-executive Director on 19 December 2022. He is also the chairman of the ESG Committee and a member of each of the Audit Committee and the Remuneration Committee. He is primarily responsible for providing independent advice to the Board.

Mr. Ngai is the chairman of The Red Group and the chairman of Asia GreenTech Fund. Mr. Ngai is also the president of Green Economy Development Limited (stock code: 1315). Mr. Ngai is an independent non-executive director of (i) Starlight Culture Entertainment Group Limited (stock code: 1159); (ii) True Partner Capital Holding Limited (stock code: 8657); (iii) China Longyuan Power Group Corporation Limited (stock code: 916); and (iv) CRRC Corporation Limited (stock code: 1766). Mr. Ngai is also an external director of China COSCO Shipping Corporation Limited.

Mr. Ngai is a member of the 12th, 13th and 14th National Committee of the Chinese People’s Political Consultative Conference, a Fellow Commoner of Clare Hall, University of Cambridge, a Council Member of The Hong Kong University of Science and Technology, a Court Member of Hong Kong Metropolitan University, Honorary Fellow of Lingnan University, Honorary Citizen of Harbin City, Heilongjiang Province. Mr. Ngai graduated from University of Cambridge.

Mr. Ngai has entered into a letter of appointment as an independent non-executive Director with the Company for an initial term of one year commencing on the Listing Date. The service agreement can be terminated by either party by serving one month’s notice in writing. Under the service agreement, he is entitled to an annual director’s fee of US$38,000. Mr. Ngai’s remuneration has been determined by reference to his experience, qualification, duties and responsibilities in the Company and the prevailing market rate. Mr. Ngai’s remuneration will be subject to review by the Remuneration Committee of the Company and the Board from time to time. As a Director, he is subject to retirement by rotation and reelection in accordance with the Articles.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Ngai (i) has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial shareholders or controlling shareholders of the Company; (iii) has not held any other major appointments or professional qualifications; and (iv) is not interested in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Ngai that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Ngai that needs to be brought to the attention of the Shareholders.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

The details of the proposed amendments to the Articles introduced by the New Articles are as follows. Unless otherwise specified, clauses, paragraphs and article numbers referred herein are clauses, paragraphs and article numbers of the New Articles:

Provisions of the Existing Articles of Association Provisions of the New Articles Article 10(a) Article 10(a) is proposed to be fully replaced by the following:

the necessary quorum (other than at an the necessary quorum (including at an adjourned meeting) shall be two persons (or in adjourned meeting) shall be two persons (or the case of a Member being a corporation, its in the case of a Member being a duly authorised representative) holding or c o r p o r a t i o n , i t s d u l y a u t h o r i s e d representing by proxy not less than one-third representative) holding or representing by in nominal value of the issued shares of that proxy not less than one-third in nominal class and at any adjourned meeting of such value of the issued shares of that class; and holders, two holders present in person or (in the case of a Member being a corporation) its duly authorised representative or by proxy (whatever the number of shares held by them) shall be a quorum; and Article 76 Article 76 is proposed to be fully replaced by the following:

The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

The instrument appointing a proxy shall be in such form as the Board may determine and in the absence of such determination, shall be in writing signed by the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or signed by an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Provisions of
the Existing Articles of Association	Provisions of the New Articles
Article 151	Article 151 is proposed to be fully replaced
	by the following:

The requirement to send to a person referred to The requirement to send to a person referred in Article 149 the documents referred to in to in Article 149 the documents referred to that article or a summary financial report in in that article or a summary financial report accordance with Article 150 shall be deemed in accordance with Article 150 shall be satisfied where, in accordance with all deemed satisfied where, in accordance with applicable Statutes, rules and regulations, all applicable Statutes, rules and regulations, including, without limitation, the Listing including, without limitation, the Listing Rules, the Company publishes copies of the Rules, the Company publishes copies of the documents referred to in Article 149 and, if documents referred to in Article 149 and, if applicable, a summary financial report applicable, a summary financial report complying with Article 150, on the Company’s complying with Article 150, on the computer network or in any other permitted Company’s computer network or in any manner (including by sending any form of other permitted manner (including by electronic communication), and that person has s e n d i n g a n y f o r m o f e l e c t r o n i c agreed or is deemed to have agreed to treat the communication). publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Provisions of the Existing Articles of Association Article 158

• (1) Any Notice or document (including any ‘‘corporate communication’’ within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Articles from the Company shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and any such Notice and document may be given or issued by the following means:

• (a) by serving it personally on the relevant person;

• (b) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose;

• (c) by delivering or leaving it at such address as aforesaid;

• (d) by placing an advertisement in appropriate newspapers or other publication and where applicable, in accordance with the requirements of the Designated Stock Exchange;

Provisions of the New Articles

• Article 158 is proposed to be fully replaced by the following:

• (1) Any Notice or document (including any ‘‘corporate communication’’ and ‘‘actionable corporate communication’’ within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Articles from the Company shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and, subject to compliance with the Listing Rules, any such Notice and document may be given or issued by the following means:

• (a) by serving it personally on the relevant person;

• (b) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose;

• (c) by delivering or leaving it at such address as aforesaid;

• (d) by placing an advertisement in appropriate newspapers or other publication and where applicable, i n a c c o r d a n c e w i t h t h e requirements of the Designated Stock Exchange;

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Provisions of the Existing Articles of Association

• (e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 158(5), subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person;

• (f) by publishing it on the Company’s website to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or for giving notification to any such person stating that the notice, document or publication is available on the Company ’s computer network website (a ‘‘notice of availability’’); or

Provisions of the New Articles

• (e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 158(3);

• (f) by publishing it on the Company’s website or the website of the Designated Stock Exchange; or

• (g) by sending or otherwise making it available to such person through such other means, whether electronically or otherwise, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.

• (g) by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Provisions of the Existing Articles of Association

• (2) The notice of availability may be given by any of the means set out above other than by posting it on a website.

• (3) In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

• (4) Every person who, by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which, previously to his name and address (including electronic address) being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives title to such share.

• (5) Every Member or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may register with the Company an electronic address to which notices can be served upon him.

Provisions of the New Articles

• (2) In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

• (3) Every Member or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may register with the Company an electronic address to which Notices can be served upon him.

• (4) Subject to any applicable laws, rules and regulations and the terms of these Articles, any notice, document or publication, including but not limited to the documents referred to in Articles 149, 150 and 158 may be given in the English language only or in both the English language and the Chinese language or, with the consent of or election by any member, in the Chinese language only to such Member.

• (6) Subject to any applicable laws, rules and regulations and the terms of these Articles, any notice, document or publication, including but not limited to the documents referred to in Articles, 149, 150 and 158 may be given in the English language only or in both the English language and the Chinese language or, with the consent of or election by any member, in the Chinese language only to such member.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX III

Provisions of the Existing Articles of Association Provisions of the New Articles Article 159(b) Article 159(b) is proposed to be fully replaced by the following: if sent by electronic communication, shall be if sent by electronic communication, shall deemed to be given on the day on which it is be deemed to be given on the day on which transmitted from the server of the Company or it is transmitted from the server of the its agent. A Notice placed on the Company’s Company or its agent. A Notice, document website or the website of the Designated Stock or publication placed on either the Exchange, is deemed given by the Company to Company’s website or the website of the a Member on the day following that on which Designated Stock Exchange, is deemed a notice of availability is deemed served on given or served by the Company on the day the Member; it first so appears on the relevant website, unless the Listing Rules specify a different date. In such cases, the deemed date of service shall be as provided or required by the Listing Rules; Article 159(c) Article 159(c) is proposed to be deleted in its entirety and fully replaced by the following: if published on the Company’s website, shall be deemed to have been served on the day on INTENTIONALLY DELETED which the notice, document or publication first so appears on the Company’s website to which the relevant person may have access or the day on which the notice of availability is deemed to have been served or delivered to such person under these Articles, whichever is later;

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NOTICE OF ANNUAL GENERAL MEETING

SANERGY GROUP LIMITED 昇能集團有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock code: 2459)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Sanergy Group Limited (the ‘‘Company’’) will be held at 10:30 a.m. on Thursday, 16 May 2024 at Units 5906–5912, 59/F, The Center, 99 Queen’s Road Central, Central, Hong Kong for the following purposes:

1. To receive, consider and approve the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 31 December 2023.

2. (a) To re-elect Mr. Hou Haolong as an executive director of the Company.

3. (b) To re-elect Mr. Cheng Tai Kwan Sunny as an independent non-executive director of the Company.

4. (c) To re-elect Mr. Ngai Ming Tak Michael as an independent non-executive director of the Company.

5. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.

6. To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company and to authorise the board of directors to fix their remuneration.

To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

1. ‘‘THAT

2. (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares of US$0.01 each in the capital of the Company (the ‘‘Shares’’, and each, a ‘‘Share’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with any applicable laws rules and regulations, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the total number of Shares which may be repurchased by the Company pursuant to the mandate in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of issued Shares of the Company as at the date of passing of this resolution and the approval pursuant to paragraph (a) of this resolution shall be limited accordingly;

• (c) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company; or

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or

  • (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of shareholders of the Company at a general meeting.’’

• ‘‘THAT

• (a) subject to paragraph (b) of this resolution, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (‘‘Directors’’) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares of US$0.01 each in the capital of the Company (the ‘‘Shares’’, and each, a ‘‘Share’’) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

  • (i) a rights issue (as defined below); or

  • (ii) the exercise of rights of subscription or conversion attaching to any warrants of the Company or any securities which are convertible into Shares; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other eligible persons of Shares or rights to acquire Shares of the Company; or

• (iv) scrip dividends or under similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; and

• (v) a specific authority granted by the shareholders of the Company,

shall not exceed 20% of the total number of issued Shares of the Company in issue as at the date of passing of this resolution, and the said approval pursuant to paragraph (a) of this resolution shall be limited accordingly;

• (c) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company at a general meeting; and

‘‘Rights Issue’’ means the allotment, issue or grant of Shares pursuant to an offer of shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

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NOTICE OF ANNUAL GENERAL MEETING

1. ‘‘THAT subject to the passing of the resolutions numbered 5 and 6 as set out in the notice (the ‘‘Notice’’) convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares in the capital of the Company pursuant to the resolution numbered 6 as set out in the Notice be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the total number of shares repurchased by the Company under the authority granted pursuant to the resolution numbered 5 as set out in the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.’’

And, as special business, to consider, and if thought fit, pass the following resolution as a special resolution:

1. ‘‘THAT the amended and restated articles of association of the Company (the ‘‘Existing Articles of Association’’) be amended in the manner as set out in the circular of the Company dated 25 April 2024 (the ‘‘Circular’’); and the second amended and restated articles of association of the Company (the ‘‘Amended Articles of Association’’) in the form produced to the meeting, a copy of which has been produced to the meeting marked ‘‘A’’ and for identification purpose signed by the Chairman of the meeting, which consolidates all the proposed amendments mentioned in the Circular, be and is hereby approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the Existing Articles of Association with immediate effect after the close of the meeting and that any one of the Directors of the Company be and is hereby authorised to do all things necessary to implement the adoption of the Amended Articles of Association.’’

By order of the Board Sanergy Group Limited Peter Brendon Wyllie Chairman

Hong Kong, 25 April 2024

Registered office: Principal place of Cricket Square business in Hong Kong: Hutchins Drive, P.O. Box 2681 Room 2602, 26th Floor Grand Cayman, KY1-1111 China Resources Building Cayman Islands 26 Harbour Road Wanchai Hong Kong

Notes:

• (1) A member of the Company entitled to attend and vote at the 2024 AGM is entitled to appoint one or (if he holds two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

• (2) To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the 2024 AGM or any adjournment thereof.

• (3) Completion and return of the form of proxy will not preclude members from attending and voting in person at the 2024 AGM.

• (4) A form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.

• (5) In the case of joint holders of any shares, any one of such joint holders may vote at the aforesaid meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the 2024 AGM, either personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

• (6) The register of members of the Company will be closed from Friday, 10 May 2024 to Thursday, 16 May 2024 (both days inclusive) for the purpose of determining entitlement of the shareholders of the Company to attend and vote at the 2024 AGM, during which period no transfer of shares in the Company will be effected. In order to qualify for attending and voting at the aforesaid meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 9 May 2024.

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