Sinomax Group Limited — AGM Information 2022

Apr 28, 2022

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

==> picture [32 x 11] intentionally omitted <==

==> picture [5 x 13] intentionally omitted <==

==> picture [31 x 19] intentionally omitted <==

==> picture [56 x 16] intentionally omitted <==

==> picture [51 x 22] intentionally omitted <==

Sinomax Group Limited 盛諾集團有限公司

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 1418)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of Sinomax Group Limited (the “ Company ”) will be held at Units 2005-2007, Level 20, Tower 1, MegaBox Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Hong Kong, on Wednesday, 22 June 2022 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “ Directors and the auditors of the Company for the year ended 31 December 2021;

2. To consider, approve and declare a final dividend of HK$0.4 cent per share of the Company for the year ended 31 December 2021;

3. To consider the re-election of the following Directors:

   • (a) Mr. Lam Chi Fan, as an executive Director;

   • (b) Mr. Zhang Hwo Jie, as an independent non-executive Director; and

   • (c) Mr. Wu Tak Lung, as an independent non-executive Director;

1

1. To authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors;

2. To consider and approve the re-appointment of PricewaterhouseCoopers as the auditors of the Company and authorise the Board to fix its remuneration;

3. As special business, to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (the “ Listing Rules ”) and all other applicable laws, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares of HK$0.1 each in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of shares of the Company allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

  • (i) the shares of the Company issued as a result of a Rights Issue (as hereinafter defined in paragraph (d) below);

2

• (ii) the exercise of options granted under the share option schemes or similar arrangement adopted by the Company from time to time;

• (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of the dividend on the shares of the Company in accordance with the articles of association of the Company and other relevant regulations in force from time to time; or

• (iv) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company,

shall not exceed the aggregate of:

• (aa) 20% of the aggregate number of issued shares of the Company as at the date of the passing of this resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of issued shares of the Company which may be repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate number of issued shares of the Company as at the date of the passing of this resolution),

and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, the “ Relevant Period ” means the period from the date of the 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 laws of the Cayman Islands to be held; or

3

• (iii) the date on which the authority given under this resolution is revoked, varied or renewed by an ordinary resolution of the shareholders of the Company in general meeting of the Company.

“ Rights Issue ” means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to the holders of shares or any class of shares of the Company whose names appear on the registers 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 outside Hong Kong).”

1. As special business, to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase shares of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “ SFC ”) and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company to be repurchased or agreed to be repurchased by the Company pursuant to the approval mentioned in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of the issued shares of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

4

• (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 other applicable laws of the Cayman Islands to be held; or

  • (iii) the date on which the authority given under this resolution is revoked, varied or renewed by an ordinary resolution of the shareholders of the Company in general meeting of the Company.”

1. As special business, to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

“ THAT conditional upon resolutions numbered 6 and 7 above being passed, the aggregate number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in resolution numbered 7 above shall be added to the aggregate number of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution numbered 6, provided that the number of shares repurchased by the Company shall not exceed 10% of the total number of the issued shares of the Company as at the date of the passing of this resolution.”

SPECIAL RESOLUTION

1. As special business, to consider and, if thought fit, pass with or without modifications, the following resolutions as a special resolution:

“ THAT :

• (a) the proposed amendments to the memorandum and articles of association of the Company as set out in Appendix III to the circular of the Company dated 28 April 2022 (the “ Proposed Amendments ”) be and are hereby approved and adopted;

5

• (b) the new memorandum and articles of association of the Company, a copy of which is produced to this meeting marked “A” and for identification purpose signed by the chairman of this meeting, which incorporates and consolidates the Proposed Amendments, be and is hereby approved and adopted as the amended and restated memorandum and articles of association of the Company (the “ New Memorandum and Articles of Association ”), in substitution for and to the exclusion of the existing memorandum and articles of association of the Company in their entirety with immediate effect after the close of this meeting; and

• (c) any one of the directors or the secretary of the Company be and is hereby authorised to do all things necessary or expedient in order to effect and implement the adoption of the New Memorandum and Articles of Association and be and is authorised to instruct the registered office provider of the Company, its Hong Kong share registrar and/or any person authorised by any such director or secretary of the Company to make relevant registrations and filings in accordance with the requirements of the applicable laws in the Cayman Islands and Hong Kong.”

Yours faithfully,

For and on behalf of the Board

Sinomax Group Limited Lam Chi Fan

Chairman

Hong Kong, 28 April 2022

Notes:

1. A shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint another person (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the shareholder to speak at the Meeting. A proxy need not be a shareholder of the Company. A member (whether or not a recognised clearing house) may appoint any number of proxies to attend in his/her/its stead at the Meeting.

2. In the case of joint holders of any shares of the Company, any one of such joint holders may vote at the Meeting, either 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 Meeting, personally or by proxy, then the holder so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

6

1. In order to be valid, the form of proxy must 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 seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof) or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time fixed for holding the Meeting (or any adjournment thereof).

2. In order to determine the right to attend the Meeting, the register of members of the Company will be closed from Friday, 17 June 2022 to Wednesday, 22 June 2022, both days inclusive, during which period, no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the Meeting, all transfer of shares of the Company accompanied by the relevant share certificates transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 16 June 2022.

3. Completion and return of the form of proxy by a shareholder of the Company should not preclude such shareholder from attending and voting in person at the Meeting or any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.

4. In light of the ongoing novel coronavirus disease (“ COVID-19 ”), the following precautionary measures will be implemented at the Meeting to safeguard the health and safety of the attendees and to prevent the spread of COVID-19 at the AGM:

   • compulsory body temperature checks on each attendee;

   • mandatory wearing of surgical face masks for each attendee throughout the Meeting;

   • no refreshment or drinks will be served; and

   • no souvenirs will be distributed.

Any person who does not comply with the precautionary measures or is subject to any Hong Kong government prescribed quarantine or exhibits flu-like symptoms may be denied entry into the Meeting venue. In the interest of the health and safety of the attendees of the Meeting, the Company advises the shareholders of the Company, particularly the shareholders who are subject to quarantine in relation to COVID-19, to exercise their voting rights by appointing the Chairman of the Meeting as their proxy to vote on the relevant resolutions at the Meeting according to their indicated voting instructions as an alternative to attending the Meeting in person.

As at the date of this notice, the executive Directors are Mr. Lam Chi Fan (Chairman of the Board), Mr. Cheung Tung (President), Mr. Chen Feng, Mr. Lam Kam Cheung (Chief Financial Officer and Company Secretary) and Ms. Lam Fei Man; and the independent nonexecutive Directors are Mr. Wong Chi Keung, Professor Lam Sing Kwong Simon, Mr. Zhang Hwo Jie and Mr. Wu Tak Lung.

7