Television Broadcasts Limited — Proxy Solicitation & Information Statement 2025

Jan 13, 2025

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 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 GoFintech Innovation Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

GoFintech Innovation Limited

國富創新有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 290)
Website: https://290.com.hk

(1) PROPOSED CHANGE OF COMPANY NAME; AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “EGM”) of GoFintech Innovation Limited to be held at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Monday, 3 February 2025 at 11:00 a.m. is set out on pages 6 to 7 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, 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, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof, should you so wish and in such event the form of proxy shall be deemed to be revoked.

14 January 2025

---

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF THE EGM ... 7

• i -

---

DEFINITIONS

In this circular, unless otherwise defined, terms used herein shall have the following meanings:

“Board” the board of Directors

“Company” GoFintech Innovation Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange

“Director(s)” the director(s) of the Company

“EGM” the extraordinary general meeting of the Company to be convened and held at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Monday, 3 February 2025 at 11:00 a.m. 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 the PRC

“Latest Practicable Date” 10 January 2025, 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

“Notice of EGM” the notice convening the EGM as set out on pages 6 to 7 of this circular

“PRC” The People’s Republic of China which for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Proposed Change of Company Name” the proposed change of the English name of the Company from “GoFintech Innovation Limited” to “GoFintech Quantum Innovation Limited” and the proposed change of the dual foreign name in Chinese of the Company from “國富創新有限公司” to “國富量子創新有限公司”

“Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company

– 1 –

---

• 2 -

DEFINITIONS

"Shareholder(s)"
holder(s) of Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"%"
percentage

---

LETTER FROM THE BOARD

GoFintech Innovation Limited

國富創新有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

Website: https://290.com.hk

Executive Director:
Ms. SUN Qing

Non-Executive Directors:
Dr. NIE Riming
Mr. LI Chunguang
Mr. HUA Yang

Independent Non-Executive Directors:
Mr. CHAN Kin Sang (Chairman)
Mr. CHIU Kung Chik
Ms. LUI Mei Ka

Registered Office:
Suite 102, Cannon Place, P.O. Box 712,
North Sound Rd., George Town,
Grand Cayman, KY1-9006,
Cayman Islands

Head Office and Principal Place of
Business in Hong Kong:
Units No. 4102-06,
41/F, COSCO Tower
183 Queen's Road Central
Hong Kong

14 January 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME;
AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 10 January 2025 in relation to the Proposed Change of Company Name.

The purpose of this circular is to provide you with (i) further details of the Proposed Change of Company Name; and (ii) the Notice of the EGM.

---

LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “GoFintech Innovation Limited” to “GoFintech Quantum Innovation Limited” and to change the dual foreign name in Chinese of the Company from “國富創新有限公司” to “國富量子創新有限公司”.

Conditions of the Proposed Change of Company Name

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

(a) the passing of a special resolution by the Shareholders at the EGM approving the Proposed Change of Company Name; and
(b) the Registrar of Companies in the Cayman Islands having approved the Proposed Change of Company Name.

Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands. Upon the Proposed Change of Company Name becoming effective, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the Proposed Change of Company Name

The Group has always attached great importance to its strategic layout and investment in the field of scientific and technological innovation with the implementation of innovation-driven development strategy, and actively invested in innovative industries such as Web 3.0 and quantum technology industries that are in line with the Company's strategic goals. The Board is of the view that quantum science and its technological applications will evolve vigorously worldwide in the next few years, and the integration of quantum computing and Web 3.0 will potentially re-shape the digital reality of the future society. The Group will strategically focus on investment in the R&D of quantum science and its applications, actively carry out multi-dimensional layout in the field of quantum science at the business level, and accelerate its comprehensive transformation into a quantum technology entity. Therefore, the Board considers that the Proposed Change of Company Name will better reflect the Group's strategic direction for future development and provide the Company with an enhanced corporate image and clearer corporate identity. The Proposed Change of Company Name will not affect the Company's existing business. The Board is of the opinion that the Proposed Change of Company Name will benefit the Company's future business development and is in the best interests of the Company and the Shareholders as a whole.

• 4 -

---

LETTER FROM THE BOARD

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any of the rights of the Shareholders or the Company's daily business operation and its financial position.

All existing share certificates in issue bearing the Company's present name shall continue to be evidence of legal title to the Shares and valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates bearing the new names of the Company. Once the Proposed Change of Company Name becomes effective, share certificates of the Company will be issued in the new names of the Company and the Shares will be traded on the Stock Exchange under the new names.

In addition, subject to confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed upon the Proposed Change of Company Name becoming effective.

3. EGM

The EGM will be convened and held for the Shareholders to consider and, if thought fit, to approve the Proposed Change of Company Name.

As at the Latest Practicable Date, to the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, no Shareholder will be required to abstain from voting on the resolution to approve the Proposed Change of Company Name at the EGM.

A notice convening the EGM to be held at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen's Road Central, Hong Kong on Monday, 3 February 2025 at 11:00 a.m. is set out on pages 6 to 7 of this circular. Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll. Therefore, the resolution set out in the Notice of EGM will be required to be voted by way of poll.

A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.290.com.hk). Whether or not you are able to attend and vote at the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish and in such event the form of proxy shall be deemed to be revoked.

---

LETTER FROM THE BOARD

In order to determine the eligibility of the Shareholders to attend and vote at the EGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration by no later than 4:00 p.m. on Thursday, 23 January 2025. Shareholders whose names are recorded in the register of members of the Company on Thursday, 23 January 2025 are entitled to attend and vote at the EGM.

The Company will make further announcement(s) to inform the Shareholders of the results of the EGM, the effective date of the Proposed Change of Company Name and the new stock short names of the Company under which the Shares will be traded on the Stock Exchange and other relevant information as and when appropriate.

4. RECOMMENDATIONS

The Directors consider that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Proposed Change of Company Name.

5. 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.

By Order of the Board

GoFintech Innovation Limited

CHAN Kin Sang

Chairman and Independent Non-executive Director

• 6 -

---

NOTICE OF THE EGM

GoFintech Innovation Limited

國富創新有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

Website: https://290.com.hk

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of GoFintech Innovation Limited (the “Company”) will be held at Units No. 4102-06, 41/F, COSCO Tower, 183 Queen’s Road Central, Hong Kong on Monday, 3 February 2025 at 11:00 a.m. for the purpose of considering, and if thought fit, passing the following resolution as special resolution of the Company:

SPECIAL RESOLUTION

1. “THAT

(a) subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “GoFintech Innovation Limited” to “GoFintech Quantum Innovation Limited” and the dual foreign name in Chinese of the Company be changed from “國富創新有限公司” to “國富量子創新有限公司” (the “Proposed Change of Company Name”) with effect from the date of the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands; and

(b) any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and to sign, execute, seal (where required) and deliver all such documents and to take all such steps as he/she/they in his/her/ their discretion may consider necessary, appropriate, desirable or expedient to give effect to or to implement this resolution and to attend to any necessary filing and/or registration for and on behalf of the Company in respect of the Proposed Change of Company Name.”

By Order of the Board

GoFintech Innovation Limited

CHAN Kin Sang

Chairman and Independent Non-executive Director

Hong Kong, 14 January 2025

---

NOTICE OF THE EGM

Notes:

(1) A shareholder (“Shareholder”) of the Company entitled to attend and vote at the Meeting may appoint one or, if he is the holder of two or more shares, more than one proxy to attend and to vote in his stead. A proxy need not be a Shareholder.

(2) Where there are joint registered holders of any shares (the “Shares”) of the Company, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the Meeting 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) In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof (as the case may be).

(4) In order to determine the eligibility of the Shareholders to attend and vote at the Meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration by no later than 4:00 p.m. on Thursday, 23 January 2025. Shareholders whose names are recorded in the register of members of the Company on Thursday, 23 January 2025 are entitled to attend and vote at the Meeting.

(5) All voting by the Shareholders at the Meeting shall be conducted by way of poll.

(6) Completion and delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the Meeting if the Shareholder so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

(7) After verified by the scrutineer, the poll results will be published on the Company’s website (www.290.com.hk) and HKExnews website (www.hkexnews.hk).

(8) If a Typhoon Signal No. 8 or above is hoisted, or a “black” rainstorm warning signal or extreme conditions caused by super typhoons is in effect in Hong Kong at any time after 8:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the Company’s website (www.290.com.hk) and HKExnews website (www.hkexnews.hk) to notify Shareholders of the date, time and place of the rescheduled meeting.