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Wanka Online Inc. — Proxy Solicitation & Information Statement 2026
Feb 4, 2026
10814_rns_2026-02-04_0476067c-b13d-4b2d-9eab-8872fc6f63d1.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 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.

萬咖壹聯有限公司 *
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1762)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Wanka Online Inc. (the ''Company'') will be held at Pacific Conference Room, 4/F, Building No. B22, Universal Business Park, No.10 Jiuxianqiao Road, Chaoyang, Beijing, PRC on Friday, 27 February 2026 at 10:00 a.m. to consider, and if thought fit, approve the following ordinary resolutions:
ORDINARY RESOLUTIONS
1. ''THAT:
- (a) (i) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (''Stock Exchange'') granting the approval for the listing of, and permission to deal in, the shares in the capital of the Company (''Shares'') which may fall to be issued and allotted or Treasury Shares which may be transferred pursuant to the exercise of any options that may be granted under the share option scheme of the Company (the rules of which are contained in the document marked ''A'' produced to the EGM and signed by the chairman of the EGM for the purpose of identification) (''New Share Option Scheme''), the New Share Option Scheme be and is hereby approved and adopted and the directors of the Company be and are hereby authorized to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme including without limitation:
- (aa)to administer the New Share Option Scheme under which options will be granted to eligible participants under the New Share Option Scheme to subscribe for Shares;
- (bb)to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment;
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- (cc) to issue and allot from time to time such number of Shares or to transfer from time to time such number of Treasury Shares as may be required to be issued/ transferred pursuant to the exercise of the options under the New Share Option Scheme and subject to the Rules Governing the Listing of Securities on the Stock Exchange;
- (dd)to make application at the appropriate time or times to the Stock Exchange for the listing of, and permission to deal in any Shares which may thereafter from time to time be issued and allotted or any Treasury Shares which may be thereafter from time to time be transferred pursuant to the exercise of the options under the New Share Option Scheme; and
- (ee)to consent, if they deem fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the New Share Option Scheme;
- (b) the General Scheme Limit (as defined in the New Share Option Scheme) on the total number of Shares and Treasury Shares that may be issued/ transferred in respect of all options, awards or securities to be granted to the eligible participants under all the share schemes of the Company, including but not limited to the New Share Option Scheme and the share incentive scheme adopted by the Company on 29 August 2019 (i.e. 10% of the issued Shares as at the date of passing of this resolution (excluding any Treasury Shares)) be and is hereby approved and adopted and the directors of the Company be and are hereby authorised to take all such steps and attend all such matters, approve and execute (whether under hand or under seal) such documents and do such other things, for and on behalf of the Company, as the directors of the Company may consider necessary, desirable or expedient to effect and implement the General Scheme Limit."
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- "THAT, conditional upon the New Share Option Scheme takes effect, the grant of 50,000,000 Share Options to Mr. GAO Dinan (the principal terms and conditions of such grant are set out in the circular of the Company dated 4 February 2026) pursuant to the New Share Option Scheme and on such terms as stipulated in the offer letter issued by the Company in relation thereto, be hereby approved and confirmed, THAT the Board be and is hereby authorized to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the grant of 50,000,000 Share Options to Mr. GAO Dinan, and THAT any and all such acts to effect the aforesaid grant be and are hereby approved, confirmed and ratified."
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- "THAT, conditional upon the New Share Option Scheme takes effect, the grant of 50,000,000 Share Options to Ms. JIANG Yu (the principal terms and conditions of such grant are set out in the circular of the Company dated 4 February 2026) pursuant to the New Share Option Scheme and on such terms as stipulated in the offer letter issued by the Company in relation thereto, be hereby approved and confirmed, THAT the Board be and is hereby authorized to exercise all rights and powers available to it as it may in its
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sole discretion consider necessary or expedient to give full effect to the grant of 50,000,000 Share Options to Ms. JIANG Yu, and THAT any and all such acts to effect the aforesaid grant be and are hereby approved, confirmed and ratified."
- "THAT, conditional upon the New Share Option Scheme takes effect, the grant of 60,000,000 Share Options to Mr. TONG Hui (the principal terms and conditions of such grant are set out in the circular of the Company dated 4 February 2026) pursuant to the New Share Option Scheme and on such terms as stipulated in the offer letter issued by the Company in relation thereto, be hereby approved and confirmed, THAT the Board be and is hereby authorized to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the grant of 60,000,000 Share Options to Mr. TONG Hui, and THAT any and all such acts to effect the aforesaid grant be and are hereby approved, confirmed and ratified."
By Order of the Board Wanka Online Inc. GAO Dinan Chairman
Hong Kong, 4 February 2026
As at the date of this announcement, the board of directors of the Company comprises Mr. GAO Dinan, Ms. JIANG Yu, Mr. MENG Jincong and Mr. YU Dingyi as executive Directors; and Mr. CHEN Baoguo, Mr. JIN Yongsheng and Mr. YU Limin as independent non-executive Directors.
* for identification purposes only
Notes:
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- Any member entitled to attend and vote at the above meeting is entitled to appoint one or, if he is the holder of two or more shares, one or more proxies to attend and, on a poll, vote in his stead. A proxy needs not be a member of the Company.
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- In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the offices of the Company's Hong Kong branch share registrar, Tricor Investor Services Limited 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 commencement of the above meeting or any adjournment thereof.
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- The transfer books and register of members of the Company will be closed from Tuesday, 24 February 2026 to Friday, 27 February 2026, both days inclusive, during which period no transfer of shares in the Company will be effected. Members whose names appear on the register of members of the Company on Friday, 27 February 2026, i.e. the record date, will be entitled to attend and vote at the EGM. In order to qualify for the right to attend and vote at the meeting, all transfers of Shares, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar 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. on Monday, 23 February 2026.
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- In the case of joint holders of a share, 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 of the Company in respect of the joint holding.
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- Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.