Sun.King Technology Group Limited — AGM Information 2024

Apr 24, 2024

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

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Annual General Meeting ”) of Sun.King Technology Group Limited (the “ Company ”) will be held at 9-A, KongGangRongHuiYuan, Yuhua Road, Zone B, Airport Industrial Zone, Shunyi District, Beijing, People’s Republic of China（中 華人民共和國北京市順義區空港工業區B區裕華路空港融慧園9-A）on Thursday, 6 June 2024 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

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

2. (a) To re-elect the following retiring directors of the Company (the “ Director(s) ”):

3. (i) Mr. Xiang Jie;

4. (ii) Mr. Yue Zhoumin;

5. (iii) Ms. Zhang Ling; and

6. (iv) Ms. White Caige;

and

• (b) To authorise the board of Directors to fix the remuneration of the Directors.

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1. To re-appoint Ernst & Young as the auditors of the Company, and authorise the board of Directors to fix their remuneration.

2. To consider and, if thought fit, pass the following as ordinary resolutions:

3. (a) “ That:

   • (i) subject to sub-paragraph 4(a)(iii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the power of the Company to allot, issue or otherwise deal with additional Shares in the capital of the Company (the “ Share(s) ”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities of the Company and to make or grant offers, agreements and/ or options (including bonds, warrants and debentures convertible into the Shares) which may require the exercise of such power be and is hereby generally and unconditionally approved;

   • (ii) the approval in sub-paragraph 4(a)(i) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

   • (iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to sub-paragraph 4(a)(i) of this resolution, otherwise than pursuant to (A) a Rights Issue (as hereinafter defined); or (B) the grant or exercise of any share option under the share option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of the Shares or rights to acquire the Shares; or (C) any scrip dividend or similar arrangements providing for the allotment of the Shares in lieu of the whole or part of a dividend on the Shares in accordance with the articles of association of the Company (the “ Articles of Association ”); or (D) any issue of the Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into the Shares, shall not exceed 20% of the number of issued Shares as at the date of passing this resolution and the approval shall be limited accordingly;

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(iv) for the purpose of this resolution:

• (A) “ Relevant Period ” means the period from passing this resolution until whichever is the earliest of:

• (1) the conclusion of the next annual general meeting of the Company unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;

• (2) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; and

• (3) the date on which such authority is revoked or varied by ordinary resolution of the shareholders of the Company (the “ Shareholder(s) ”) in general meeting; and

• (B) “ Rights Issue ” means an offer of the Shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for the Shares open for a period fixed by the Directors to holders of the Shares in the capital of the Company whose names appear on the register of shareholders on a fixed record date in proportion to their holdings of the Shares (subject to such exclusion 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 or requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

(b) “ That :

• (i) subject to sub-paragraph 4(b)(ii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the power of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under The Codes on Takeovers and Mergers and Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

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• (ii) the aggregate number of Shares which may be repurchased pursuant to the approval in sub-paragraph 4(b)(i) of this resolution shall not exceed 10% of the number of issued Shares as at the date of passing this resolution and the approval shall be limited accordingly;

• (iii) subject to passing each of sub-paragraphs 4b(i) and (ii) of this resolution, any prior approvals of the kind referred to in sub-paragraphs 4b(i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (iv) for the purpose of this resolution:

“ Relevant Period ” means the period from passing this resolution until whichever is the earliest of:

• (A) the conclusion of the next annual general meeting of the Company unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;

• (B) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; and

• (C) the date on which such authority is revoked or varied by ordinary resolution of the Shareholders in general meeting.”

• (c) “ That conditional upon ordinary resolutions numbered 4(a) and 4(b) set out in this notice being passed, the general mandate granted to the Directors to exercise the power of the Company to allot, issue and otherwise deal with additional Shares and to make or grant offers, agreements and options which may require the exercise of such power pursuant to ordinary resolution numbered 4(a) set out in this notice be and is hereby extended by adding thereto the number of Shares repurchased by the Company since the granting of the general mandate pursuant to ordinary resolution numbered 4(b) set out in this notice, provided that such amount shall not exceed 10% of the number of issued Shares as at the date of passing ordinary resolutions numbered 4(a) and 4(b).”

By order of the board of Directors

Sun.King Technology Group Limited Xiang Jie Chairman

Hong Kong, 24 April 2024

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Registered office: Headquarters: Principal place of business Cricket Square 9-A in Hong Kong: Hutchins Drive KongGangRongHuiYuan 31st Floor, Tower Two P.O. Box 2681 Yuhua Road Times Square Grand Cayman Zone B 1 Matheson Street KY1-1111 Airport Industrial Zone Causeway Bay Cayman Islands Shunyi District Hong Kong Beijing People’s Republic of China

Notes:

1. Any Shareholder entitled to attend and vote at the Annual General Meeting shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A proxy need not be a Shareholder.

2. Where there are joint holders of any Share any one of such joint holders may vote, 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 be present at the Annual General Meeting 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, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

3. The form of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding the Annual General Meeting or any adjournment thereof at which the person named in the form of proxy proposes to vote. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof (as the case may be) should you so wish and in such event, the form of proxy will be deemed to have been revoked.

4. In order to establish the identity of the Shareholders who are entitled to attend and vote at the forthcoming annual general meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Friday, 31 May 2024. The register of members of the Company will be closed from Monday, 3 June 2024 to Thursday, 6 June 2024, both days inclusive, during which period no transfer of Shares will be registered. The Shareholders whose names appear on the register of members of the Company on Thursday, 6 June 2024 are entitled to attend and vote at the forthcoming annual general meeting.

5. The form of proxy for the use at the Annual General Meeting is enclosed herewith.

As at the date of this notice, the executive Directors are Mr. Xiang Jie, Mr. Gong Renyuan and Mr. Yue Zhoumin; the non-executive Director is Ms. Zhang Ling; and the independent non-executive Directors are Mr. Chen Shimin, Mr. Zhang Xuejun, Mr. Leung Ming Shu and Ms. White Caige.

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