WEIli Holdings Limited — Proxy Solicitation & Information Statement 2017

Nov 28, 2017

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

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MAXNERVA TECHNOLOGY SERVICES LIMITED 雲智匯科技服務有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 1037)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an special general meeting (the “ SGM ”) of Maxnerva Technology Services Limited (the “ Company ”) will be held on Friday, 15 December 2017, at 11:00 am at Conference Hall 02, G/F, 1 Science Park East Avenue (IE), Hong Kong Science Park, Shatin, N.T., Hong Kong to consider and, if thought fit, approve with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

the framework agreement in relation to IT system operation and maintenance dated 22 September 2017 (the “ 2017 IT System Operation and Maintenance Framework Agreement ”) entered into between the Company and Hon Hai Precision Industry Company Limited (“ Hon Hai ”), details of which are described in the circular of the Company dated 28 November 2017 (the “ Circular ”) and a copy of which has been produced to this meeting marked ‘‘A’’ and signed by the chairman of this meeting for the purpose of identification, and the terms and conditions thereof, the proposed annual cap amounts related thereof, all the transactions contemplated thereunder and the implementation thereof be and are hereby confirmed, ratified and approved;

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2. “ THAT :

the framework agreement in relation to build-own-operate and IT project dated 22 September 2017 (the “ 2017 Build-Own-Operate and IT Project Framework Agreement ”) entered into between the Company and Hon Hai Precision Industry Company Limited (“ Hon Hai ”), details of which are described in the circular of the Company dated 28 November 2017 (the “ Circular ”) and a copy of which has been produced to this meeting marked ‘‘B’’ and signed by the chairman of this meeting for the purpose of identification, and the terms and conditions thereof, the proposed annual cap amounts related thereof, all the transactions contemplated thereunder and the implementation thereof be and are hereby confirmed, ratified and approved;

3. “ THAT :

the framework agreement in relation to procurement of enterprise-level products dated 22 September 2017 (the “ 2017 Procurement Framework Agreement ”) entered into between the Company and Hon Hai Precision Industry Company Limited (“ Hon Hai ”), details of which are described in the circular of the Company dated 28 November 2017 (the “ Circular ”) and a copy of which has been produced to this meeting marked ‘‘C’’ and signed by the chairman of this meeting for the purpose of identification, and the terms and conditions thereof, the proposed annual cap amounts related thereof, all the transactions contemplated thereunder and the implementation thereof be and are hereby confirmed, ratified and approved;

4. “ THAT :

the framework agreement in relation to sales of ancillary IT products dated 22 September 2017 (the “ 2017 Sales Framework Agreement ”) entered into between the Company and Hon Hai Precision Industry Company Limited (“ Hon Hai ”), details of which are described in the circular of the Company dated 28 November 2017 (the “ Circular ”) and a copy of which has been produced to this meeting marked ‘‘D’’ and signed by the chairman of this meeting for the purpose of identification, and the terms and conditions thereof, the proposed annual cap amounts related thereof, all the transactions contemplated thereunder and the implementation thereof be and are hereby confirmed, ratified and approved;

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1. “ THAT :

any one director of the Company or any other person authorised by the directors of the Company be and is hereby generally and unconditionally authorised to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company, and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with each of the 2017 IT System Operation and Maintenance Framework Agreement, 2017 Build-Own-Operate and IT Project Framework Agreement, 2017 Procurement Framework Agreement and 2017 Sales Framework Agreement, and the transactions contemplated thereunder.”

By Order of the Board Maxnerva Technology Services Limited HUI LAP SHUN, JOHN Chairman

Hong Kong, 28 November 2017

Registered office:

Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Head office and principal place of business:

Flat L-N, 15/F

Kings Wing Plaza 1 3 On Kwan Street Shatin, Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy needs not to be a member of the Company.

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1. Where there are joint holders of any Share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he 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. Several executors or administrators of a deceased member of the Company in whose name any share stands shall, for the purposes of the bye-laws of the Company, be deemed joint holders thereof.

2. The instrument appointing a proxy and (if required by the Board) 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 Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. Delivery of an instrument appointing a proxy shall not preclude a member of the Company 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.

3. Record date (being the last date for registration of any share transfer given there will be no book closure) for determining the entitlement of the shareholders of the Company to attend and vote at the proposed SGM will be 12 December 2017.

As at the date of this announcement, the Board comprises three executive directors, namely, Mr. Chien Yi-Pin Mark (Mr. Cheng Yee Pun as his alternate), Mr. Baker Sung Mahn Sam and Mr. Fung Wai Ching, three non-executive directors, namely, Mr. Hui Lap Shun John, Mr. Tse Tik Yang Denis and Mr. Lee Eung Sang, and three independent non-executive directors, namely, Mr. Tang Tin Lok Stephen, Mr. Kan Ji Ran Laurie and Mr. Chen Timothy.

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