Sinohope Technology Holdings Limited — Proxy Solicitation & Information Statement 2023

Aug 10, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all of your shares in New Huo Technology Holdings Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer 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.

==> picture [106 x 44] intentionally omitted <==

NEW HUO TECHNOLOGY HOLDINGS LIMITED 新火科技控股有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock code: 1611)

(1) PROPOSED CHANGE OF COMPANY NAME; (2) PROPOSED AMENDMENTS TO THE ARTICLES; AND

(3) NOTICE OF EGM

Capitalised terms used in this cover page shall have the same meaning as those defined in this circular.

A letter from the Board is set out on page 3 to 7 of this circular. A notice convening the EGM of the Company to be convened and held at 702-3, 7/F, l00 Queen’s Road Central, Central, Hong Kong at 10:00 a.m. on Thursday, 31 August 2023 is set out on pages EGM-1 to EGM-2 of this circular.

A form of proxy for the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof.

Completion and return of a form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish, and in such event, the authority of your proxy will be deemed to be revoked.

10 August 2023

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

“Articles”	the memorandum of association and articles of association of
	the Company as amended and restated from time to time
“Board”	the board of Directors
“Business Day”	a day (other than a Saturday, Sunday or public holiday) on
	which licensed banks are generally open for business in Hong
	Kong throughout their normal business hours
“Change of Company Name”	the proposed change of English name of the Company from
	“New Huo Technology Holdings Limited” to “Sinohope
	Technology Holdings Limited”
“China” or “PRC”	the People’s Republic of China excluding, for the purpose of
	this circular, Hong Kong, the Macau Special Administrative
	Region and Taiwan
“Company”	New Huo Technology Holdings Limited, a company
	incorporated in the British Virgin Islands with limited liability
	whose securities are listed on the main board of the Stock
	Exchange (Stock Code: 1611)
“Director(s)”	director(s) of the Company for the time being
“EGM”	the extraordinary general meeting of the Company to be
	convened and held at Units 702-3, 7/F, l00 Queen’s Road
	Central, Central, Hong Kong at 10:00 a.m. on Thursday, 31
	August 2023 or any adjournment thereof
“Group”	the Company and its subsidiaries from time to time
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of China
“Latest Practicable Date”	7 August 2023, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in
	this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Share(s)”	ordinary share(s) of HK$0.001 each in the share capital of the
	Company

– 1 –

DEFINITIONS

“Shareholder(s)” “Stock Exchange”

the holder(s) of the Share(s) of the Company The Stock Exchange of Hong Kong Limited

– 2 –

LETTER FROM THE BOARD

==> picture [106 x 44] intentionally omitted <==

NEW HUO TECHNOLOGY HOLDINGS LIMITED 新火科技控股有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock code: 1611)

Non-executive Director: Mr. Li Lin Executive Directors: Mr. Du Jun (Chief Executive Officer) Ms. Zhang Li (Chief Financial Officer)

Independent Non-Executive Directors: Mr. Yu Chun Kit Mr. Yip Wai Ming Dr. LAM Lee G., BBS, JP

Head Office and Principal Place of Business in Hong Kong: Units 702-3, 7/F 100 Queen’s Road Central, Central Hong Kong

Registered Office: 3rd Floor J&C Building PO Box 362 Road Town, Tortola BVI VG 1110

10 August 2023

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME; (2) PROPOSED AMENDMENTS TO THE ARTICLES; AND (3) NOTICE OF EGM

1. INTRODUCTION

References are made to the announcement of the Company dated 3 August 2023 in relation to, among other things, the proposed Change of Company Name. The purpose of this circular is to provide you with information about, among other things, (1) the proposed Change of Company Name; (2) the proposed amendments to the Articles; and (3) a notice convening the EGM. The proposed Change of Company Name and the proposed amendments to the Articles are subject to, among other things, the approval by the Shareholders, by way of poll, at the EGM.

– 3 –

LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “New Huo Technology Holdings Limited” to “Sinohope Technology Holdings Limited” and the dual foreign name in Chinese of the Company remains unchanged.

Conditions of the Change of Company Name

The Change of Company Name is subject to the following conditions:

• (i) the passing of the necessary special resolution by the Shareholders at the EGM to approve the Change of Company Name; and

• (ii) the Registrar of Corporate Affairs in the British Virgin Islands approving the Change of Company Name and entering the new names of the Company on the register.

Subject to the satisfaction of the above conditions, the Change of Company Name will take effect from the date of the issuance by the Registrar of Corporate Affairs in the British Virgin Islands of a certificate of the change of name of the Company. The Company will then carry out all necessary registration and/or filing procedures with the Registrar of Corporate Affairs in the British Virgin Islands and the Companies Registry in Hong Kong.

Reason for the Change of Company Name

In future, we intend to focus our business on the Multi-Party Computation (the “ MPC ”) self-custody service platform. We will continue to apply blockchain technology to improve the security and reliability of our products, and constantly expand application scenarios to provide customers with better quality blockchain products and services. The Board believes that the proposed Change of Company Name will provide the Company with a fresh corporate image and identity which will benefit the Group’s future business development and is in the interests of the Company and the Shareholders as a whole.

Effect of the Change of Company Name

The Change of Company Name, upon becoming effective, will not in any way affect any of the rights of the Shareholders. All the existing share certificates of the Company in issue including the existing share certificates bearing the present name of the Company will, after the Change of Company Name becomes effective, continue to be effective as evidence of title to the Shares and will remain valid for trading, settlement, registration and delivery purposes.

Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company in issue bearing the old name of the Company for new share certificates bearing the new name of the Company. Once the change of name becomes effective, any issue of new share certificates will be under the new name and the dual foreign name in Chinese of the Company.

– 4 –

LETTER FROM THE BOARD

Thereafter, the existing share certificates for the existing Shares in the existing name of the Company will continue to be good evidence of legal title, and may be exchanged for new share certificates issued in the new name of the Company at any time at the expense of the Shareholders. Each share certificate for exchange will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be specified by the Stock Exchange) for each new share certificate or each share certificate submitted for cancellation, whichever the number of certificates issued or cancelled is higher. It is expected that the new share certificates printed in the Company’s new name will be available for collection within 10 Business Days from the date of submission of the existing share certificates to the share registrar for exchange.

In addition, subject to the confirmation of the Stock Exchange, the Company intends to change the stock short name of the Company for trading of the Shares on the Stock Exchange after the Change of Company Name becomes effective.

The Company will make further announcement(s) to inform the Shareholders of the results of the EGM, the effective date of the Change of Company Name, the new stock short name of the Company under which the Shares will be traded on the Stock Exchange and the new website address and logo of the Company in due course.

3. PROPOSED AMENDMENTS TO THE ARTICLES

To reflect the proposed Change of Company Name, the Board proposes to make certain amendments to the Articles and seek the approval of the Shareholders by way of a special resolution for the proposed amendments to the Articles at the EGM.

In accordance with Article 16 of the existing memorandum of association of the Company and Article 33 of the existing articles of association of the Company, the proposed amendments to the Articles shall be subject to the approval by the Shareholders by way of a special resolution.

Proposed Amendments to the Memorandum of Association of the Company

The existing memorandum of association of the Company shall be amended by deleting the name “New Huo Technology Holdings Limited 新火科技控股有限公司” on the cover page, on the heading of page 2, and in Article 1 thereof, and substituting therefor “Sinohope Technology Holdings Limited 新火科技控股有限公司”.

Proposed Amendments to the Articles of Association of the Company

The existing articles of association of the Company shall be amended by deleting the name “New Huo Technology Holdings Limited 新火科技控股有限公司” on the heading of page 6, and in the definition of “Company” in Article 1.2 thereof, and substituting therefor “Sinohope Technology Holdings Limited 新火科技控股有限公司”.

– 5 –

LETTER FROM THE BOARD

Subject to and forthwith upon the Change of Company Name taking effect, the amended and restated Articles which consolidate all of the proposed amendments to the Articles will be approved, adopted and become effective as the new Articles in substitution for and to the exclusion of the existing Articles of the Company, and that any one director of the Company be and is hereby authorised to do all such acts, deeds, matters and things as he/she may in his/her absolute discretion consider necessary or desirable or expedient for the implementation of and giving effect to the adoption of the amended and restated Articles and to attend to any necessary registration and/or filing for and on behalf of the Company.

Shareholders are advised that the Articles are available only in English and the Chinese translation of the amendments to the Articles provided in the notice of EGM in Chinese is for reference only. In case of any inconsistency, the English version shall prevail.

4. EGM

The EGM will be convened and held at 702-3, 7/F, l00 Queen’s Road Central, Central, Hong Kong at 10:00 a.m. on Thursday, 31 August 2023 for the Shareholders to consider, and if thought fit, to approve (1) the proposed Change of Company Name by a special resolution; and (2) the proposed amendments to the Articles by a special resolution, by way of poll. The notice convening the EGM is set out on pages EGM-1 to EGM-2 of this circular.

A form of proxy for the EGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.newhuotech.com). Whether or not you intend to attend and vote at the EGM in person, you are requested to complete and return the form of proxy to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude you from attending and voting in person at the EGM or at any adjournment thereof should you so wish, and in such event, the authority of your proxy shall be deemed to be revoked.

5. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands pursuant to the Listing Rules. An announcement on the poll vote results will be published by the Company after the EGM in the manner prescribed under the Listing Rules.

– 6 –

LETTER FROM THE BOARD

6. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed for registration of transfer of shares from Monday, 28 August 2023 to Thursday, 31 August 2023, both days inclusive, for the purpose of ascertaining Shareholders’ entitlement to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 25 August 2023.

7. 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: (1) the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and (2) there are no other matters the omission of which would make any statement herein misleading.

8. GENERAL

Further announcement(s) will be made by the Company to inform the Shareholders of the results of the EGM and on the Change of Company Name.

9. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that each of (1) the proposed Change of Company Name; and (2) the proposed amendments to the Articles are in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Directors (including the independent non-executive Directors) recommend the Shareholders to vote in favour of the special resolutions to approve the proposed Change of Company Name and the proposed amendments to the Articles at the EGM as set out in the notice of EGM.

By order of the Board NEW HUO TECHNOLOGY HOLDINGS LIMITED Du Jun

Executive Director

– 7 –

NOTICE OF EGM

==> picture [106 x 44] intentionally omitted <==

NEW HUO TECHNOLOGY HOLDINGS LIMITED 新火科技控股有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock code: 1611)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of New Huo Technology Holdings Limited (the “ Company ”) will be convened and held at Units 702-3, 7/F, l00 Queen’s Road Central, Central, Hong Kong at 10:00 a.m. on Thursday, 31 August 2023 for considering and, if thought fit, passing and approving the following resolutions of the Company:

SPECIAL RESOLUTIONS

1. “ THAT subject to and conditional upon the approval of the Registrar of Corporate Affairs in the British Virgin Islands having been obtained and the entry of the new names of the Company on the register, the English name of the Company be and is hereby changed from “New Huo Technology Holdings Limited” to “Sinohope Technology Holdings Limited” and the dual foreign name in Chinese of the Company remains unchanged (the “ Change of Company Name ”) and any one director of the Company be and is hereby authorised to do all such acts, deeds, matters and things as he or she may in his or her absolute discretion consider necessary or desirable or expedient for the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

2. “ THAT subject to the proposed Change of Company Name becoming effective and a certificate of incorporation on change of name being issued by the Registrar of Companies in the British Virgin Islands, the proposed amendments to the Memorandum and the Articles of Association of the Company as set out in the circular of the Company dated 10 August 2023 be and are hereby approved and adopted. Any one of the directors of the Company or the company secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things as he/she may in his/her absolute discretion consider necessary or desirable or expedient for the implementation of and giving effect to the adoption of the amended and restated Articles and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By order of the Board

NEW HUO TECHNOLOGY HOLDINGS LIMITED Du Jun

Executive Director

Hong Kong, 10 August 2023

– EGM-1 –

NOTICE OF EGM

Notes:

1. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A shareholder of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the authority of your proxy shall be deemed to be revoked.

4. In case of joint holders of any share, any one of such joint holders may vote, whether in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the EGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

5. The resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

6. For determining the entitlement to attend and vote at the EGM, the register of members will be closed from Monday, 28 August 2023 to Thursday, 31 August 2023, both days inclusive. During this period, no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 25 August 2023.

7. If Typhoon Signal No. 8 or above, or “black” rainstorm warning is in effect any time after 8:00 a.m. and before the above time of EGM, the EGM will be postponed. The Company will post an announcement on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s website (www.newhuotech.com) to notify shareholders of the date, time and place of the rescheduled meeting.

As at the date of this circular, the Board comprises (1) Mr. Li Lin as a non-executive Director; (2) Mr. Du Jun and Ms. Zhang Li as executive Directors; and (3) Mr. Yu Chun Kit, Mr. Yip Wai Ming and Dr. LAM, Lee G., BBS, JP as independent non-executive Directors.

– EGM-2 –