Veson Holdings Limited — Proxy Solicitation & Information Statement 2025

Mar 3, 2025

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.

VESON HOLDINGS LIMITED

銀信控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01399)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Veson Holdings Limited (the “Company”) will be held at Head Office, Scud Industrial Park, Fuzhou Pilot Free Trade Zone, No. 98 Jiangbin East Avenue, Mawei District, Fuzhou, Fujian Province, PRC on Friday, 21 March 2025 at 10:00 a.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company. Capitalised terms contained in the circular dated 3 March 2025 issued by the Company (the “Circular”) shall have the same meanings when used herein unless otherwise specified.

ORDINARY RESOLUTIONS

1. “THAT:

(a) the Processing Framework Agreement, the transactions contemplated thereunder and the Proposed Processing Fee Caps be and are hereby approved and confirmed; and

(b) the Directors be and are hereby authorised for and on behalf of the Company and any member of its subsidiaries to do all things and acts and exercise all power which they consider necessary, desirable or expedient to give effect to and implement the Processing Framework Agreement and the transactions contemplated thereunder.”

2. “THAT:

(a) the Sales Framework Agreement, the transactions contemplated thereunder and the Proposed Sales Caps be and are hereby approved and confirmed; and

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(b) the Directors be and are hereby authorised for and on behalf of the Company and any member of its subsidiaries to do all things and acts and exercise all power which they consider necessary, desirable or expedient to give effect to and implement the Sales Framework Agreement and the transactions contemplated thereunder.”

By order of the Board
Veson Holdings Limited
Feng Ming Zhu
Chairman

Hong Kong, 3 March 2025

Executive Directors:
Mr. Feng Ming Zhu (Chairman)
Ms. Lian Xiu Qin (Chief Executive Officer)
Mr. Ni Chen Hui

Non-executive Director:
Dr. Loke Yu

Independent Non-executive Directors:
Mr. Heng Ja Wei Victor
Mr. Lam Yau Yiu
Mr. Cheung Wai Kwok Gary

Notes:

1. Shareholders whose name appear on the Company’s register of member on Friday, 21 March 2025 (i.e the record date) shall be entitled to attend and vote at the EGM. The Company’s register of members and books of transfer will be closed from Tuesday, 18 March 2025 to Friday, 21 March 2025, both days inclusive, during which no transfer of Shares will be registered. In order for the Shareholders to qualify for attending and voting at the EGM, all transfer forms 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, located at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Monday, 17 March 2025.

2. Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. A member who is the holder of two or more Shares may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. 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. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he/she or they represent as such member could exercise.

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1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his 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 duly authorised to sign the same.

2. The instrument appointing a proxy and (if required by the Board of directors of the Company) 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 Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, located at 17/F. Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. 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 were solely entitled thereto; but if more than one of such joint holders be present at any meeting, the vote of the senior 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 in respect of the joint holding.

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