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Sinohope Technology Holdings Limited Proxy Solicitation & Information Statement 2024

Aug 9, 2024

50036_rns_2024-08-09_89583552-41cc-4678-98f1-a629bd805f25.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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SINOHOPE 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 Sinohope Technology Holdings Limited (the “ Company ”) will be held at 10:30 a.m. on Tuesday, 3 September 2024 at Unit 702-3, 7/F, 100 Queen’s Road Central, Central, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution. Unless otherwise defined, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 9 August 2024 (the “ Circular ”).

ORDINARY RESOLUTION

  1. To consider and approve the resolution in relation to the Asset Management Services Framework Agreement, further details of which are set out in the Circular:

THAT

  • (a) the Asset Management Services Framework Agreement, the Proposed Annual Caps and the transactions contemplated thereunder, together with the terms and conditions agreed by the parties and appended thereto, be and is hereby approved, confirmed and ratified; and

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  • (b) any director of the Company (the “ Director(s) ”) be and are hereby authorised to sign, execute, perfect and deliver all such documents, and do all such actions which are in their opinion necessary, appropriate, desirable or expedient for the implementation and completion of the Asset Management Services Framework Agreement, and the transactions and the annual caps contemplated thereunder or incidental to the Asset Management Services Framework Agreement and all other matters incidental thereto or in connection therewith and to agree to the variation and waiver of any of the matters relating thereto that are, in the opinion of the Directors, appropriate, desirable or expedient in the context of the Asset Management Services Framework Agreement and are in the best interests of the Company.”

By Order of the Board SINOHOPE TECHNOLOGY HOLDINGS LIMITED Du Jun

Executive Director

Hong Kong, 9 August 2024

Notes:

  1. A form of proxy for use at the EGM or any adjournment thereof is enclosed herewith and published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.sinohope.com). The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her 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.

  2. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

  3. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at 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 less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

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  1. For the purpose of determining the Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 29 August 2024 to Tuesday, 3 September 2024 (both dates inclusive), during which period no transfer of Shares will be registered. In order for the Shareholders to qualify for attending and voting at the EGM, all completed share transfer documents accompanied by the relevant share certificates must be lodged for registration 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. (Hong Kong time) on Wednesday, 28 August 2024.

  2. In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

  3. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

  4. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the above meeting.

As at the date of this notice, the board of directors of the Company 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.

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