WS-SK Target Group Limited — Proxy Solicitation & Information Statement 2024

Jul 18, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 SK Target Group Limited (the “ Company ”), you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

SK TARGET GROUP LIMITED 瑞強集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8427)

(1) PROPOSED SHARE CONSOLIDATION; (2) CHANGE IN BOARD LOT SIZE; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

This circular, for which the directors of the Company (the “ Directors ”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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.

A notice convening the extraordinary general meeting (“ EGM ”) to be held at 3:00 p.m. on Friday, 2 August 2024 at Units 5906-12, 59/F, The Center, 99 Queen’s Road Central, Hong Kong is set out on pages EGM-1 to EGM-2 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 EGM, you are advised to read this circular and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

This circular, together with a form of proxy, will remain on the “Latest Listed Company Information” page of the Stock Exchange at www.hkexnews.com.hk for at least 7 days from the date of its publication and on the Company’s website at www.targetprecast.com.

18 July 2024

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and midsized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of the GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on the GEM, there is a risk that securities traded on the GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on the GEM.

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CONTENT

	Page
CHARACTERISTICS OF GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1

• ii -

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation and the Change in Board Lot Size is set out below. The expected timetable is subject to the results of the EGM and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

Event

Date (2024)

Latest time for lodging transfer documents to qualify for 4:30 p.m. on attendance and voting at the EGM Friday, 26 July Closure of register of members of the Company for From Monday, 29 July to determining the identity of the Shareholders entitled to Friday, 2 August attend and vote at the EGM (both dates inclusive) Latest time for lodging proxy forms for the EGM 3:00 p.m. on Wednesday, 31 July Record date for attendance and voting at the EGM Friday, 2 August

Expected date of the EGM to approve the Share Consolidation 3:00 p.m. on Friday, 2 August Announcement of the poll result of the EGM Friday, 2 August Register of members re-opens Monday, 5 August

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation as set out in this circular.

Effective date of the Share Consolidation Tuesday, 6 August First day of free exchange of existing share certificates for 9:00 a.m. on new share certificates for the Consolidated Shares Tuesday, 6 August Commencement of dealings in the Consolidated Shares 9:00 a.m. on Tuesday, 6 August Original counter for trading in the Existing Shares in board 9:00 a.m. on lots of 6,000 Existing Shares (in the form of existing share Tuesday, 6 August certificates) temporarily closes

• 1 -

EXPECTED TIMETABLE

Event

• Temporary counter for trading in board lots of 600 Consolidated Shares (in the form of existing share certificates) opens

Effective date of the new board lot size

• Original counter for trading in Consolidated Shares in board lot of 1,200 Consolidated Shares (in the form of new share certificates for Consolidated Shares) re-opens

• Parallel trading in the Consolidated Shares (in the form of existing share certificates and new share certificates for the Consolidated Shares) commences

• Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares

• Designated broker ceases to stand in the market to provide matching services for sale and purchase of odd lots of Consolidated Shares

• Temporary counter for trading in Consolidated Shares in board lot of 600 Consolidated Shares (in the form of existing share certificates) closes

• Parallel trading in the Consolidated Shares (in the form of existing share certificates and new share certificates for Consolidated Shares) ends

• Last day and time for free exchange of existing share certificates into new share certificates for Consolidated Shares

Date (2024)

9:00 a.m. on Tuesday, 6 August Tuesday, 20 August 9:00 a.m. on Tuesday, 20 August 9:00 a.m. on Tuesday, 20 August

9:00 a.m. on Tuesday, 20 August

4:00 p.m. on Monday, 9 September

4:10 p.m. on Monday, 9 September

4:10 p.m. on Monday, 9 September

4:30 p.m. on Wednesday, 11 September

• 2 -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Board”

the board of Directors

• “Business Day”

• a day (other than a Saturday, Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted or on which a “black” rainstorm warning is hoisted between 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Change in Board Lot Size”

• the proposed change in board lot size of Shares for trading on the Stock Exchange from 6,000 Existing Shares to 1,200 Consolidated Shares

• “Company”

• SK Target Group Limited (stock code: 8427), an exempted company incorporated in Cayman Islands with limited liability, the Shares of which are listed and traded on the GEM of the Stock Exchange

• “Consolidated Share(s)” share(s) of par value HK$0.8 each in the share capital of the Company upon the Share Consolidation becoming effective

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

• “EGM”

• an extraordinary general meeting of the Company to be convened and held for considering and, if thought fit, approving the Share Consolidation by the Shareholders

• “Existing Share(s)”

• share(s) of par value HK$0.08 each in the existing share capital of the Company, before the Share Consolidation becoming effective

• “GEM”

the GEM of the Stock Exchange

• 3 -

DEFINITIONS

“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM of
	the Stock Exchange
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	16 July 2024, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“Share(s)”	Existing Share(s) and/or Consolidated Share(s), as the case
	may be
“Share Consolidation”	the proposed consolidation of every ten (10) issued and
	unissued Existing Shares into one (1) Consolidated Share
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong

• 4 -

LETTER FROM THE BOARD

SK TARGET GROUP LIMITED 瑞強集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8427)

Executive Directors:

Mr. Loh Swee Keong

Independent Non-executive Directors: Mr. Yau Ka Hei Mr. Ma, She Shing Albert Mr. Kwok Tsz Hin

Registered office in the Cayman Islands Windward 3, Regatta Office Park, P O Box 1350, Grand Cayman KY1-1108, Cayman Islands

Headquarter and principal place of business in Malaysia 18, Jalan LP 2A/2, Taman Lestari Perdana, 43300 Seri Kembangan, Selangor, Darul Ehsan, Malaysia

Principal place of business in Hong Kong Room 1406-08, 14/F, Austin Tower, 22-26 Austin Avenue, Tsimshatsui, Kowloon, Hong Kong 18 July 2024

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION; (2) CHANGE IN BOARD LOT SIZE; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 4 July 2024 in relation to, among other things, the Share Consolidation.

The purpose of this circular is to provide the Shareholders, among other things, further information regarding (i) the proposed Share Consolidation; (ii) the Change in Board Lot Size; and (iii) the notice of the EGM.

• 5 -

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes that every ten (10) issued and unissued Existing Shares in the share capital of the Company be consolidated into one (1) Consolidated Share.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$100,000,000 divided into 1,250,000,000 Existing Shares of par value of HK$0.08 each, of which 136,263,600 Existing Shares have been allotted and issued as fully paid or credited as fully paid. Assuming no further Existing Shares will be issued or repurchased between the Latest Practicable Date and the date of the EGM, immediately after the Share Consolidation becoming effective, the authorised share capital of the Company will become HK$100,000,000 divided into 125,000,000 Consolidated Shares of HK$0.8 each, of which 13,626,360 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions:

1. the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;

2. the Stock Exchange granting listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and

3. the compliance with the relevant procedures and requirements under the GEM Listing Rules to effect the Share Consolidation.

4. 6 -

LETTER FROM THE BOARD

Listing application

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

Subject to the granting of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares and no part of the equity or debt securities of the Company are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, the Company has no outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

• 7 -

LETTER FROM THE BOARD

Arrangement on odd lot trading

In order to alleviate the difficulties arising from the existence of odd lots of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Emperor Securities Limited as agent to provide matching service, on a best efforts basis, to those Shareholders who wish to top up or sell their holding of odd lots of the Consolidated Shares. Shareholders who wish to take advantage of this facility should contact Mr. Leung Shiu Keung of Emperor Securities Limited at 23rd to 24th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong or at telephone number (852) 2919 2919 from 9:00 a.m. on Tuesday, 20 August 2024 to 4:00 p.m. on Monday, 9 September 2024.

Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares are not warranted. Any Shareholder who is in any doubt about the odd lots arrangements is recommended to consult his/her/its own professional advisers.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on Tuesday, 6 August 2024, being the second Business Day immediately after the date of the EGM, the Shareholders may during the period from Tuesday, 6 August 2024 to Wednesday, 11 September 2024 (both days inclusive) submit existing share certificates for the Existing Shares (in the colour of orange) to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, to exchange for new share certificates for the Consolidated Shares (in the colour of blue) at the expense of the Company.

Thereafter, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher.

After 4:10 p.m. on Monday, 9 September 2024, share certificates for the Existing Shares will remain effective as documents of title and may be exchanged for share certificates for the Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.

• 8 -

LETTER FROM THE BOARD

Closure of register of members

The register of members of the Company for the EGM will be closed from Monday, 29 July 2024 to Friday, 2 August 2024, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 26 July 2024.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lots of 6,000 Existing Shares. The Board proposes to change the board lot size for trading in the Consolidated Shares from 6,000 Existing Shares to 1,200 Consolidated Shares conditional upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.46 per Existing Share as quoted on the Stock Exchange as at the Latest Practicable Date, the current value of each board lot was HK$2,760 and the value of each board lot of 1,200 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$5,520.

REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. The “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and last updated in June 2024 has further stated that (i) market price of the shares at a level less than HK$0.1 each will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000.

• 9 -

LETTER FROM THE BOARD

For the last year, the closing price of the Company has been frequently below HK$0.1 and the existing board lot value has been less than HK$2,000. The Share Consolidation will increase the nominal value of the Existing Shares and would bring about a corresponding upward adjustment in the expected value per board lot. The Share Consolidation would enable the Company to comply with the trading requirements under the GEM Listing Rules. Further, the Share Consolidation would reduce the overall transaction and handling costs of dealings in the shares of the Company as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction costs for each securities trade.

In addition, in determining the proposed consolidation ratio under the Share Consolidation and the new board lot size, the Board has taken into account that (i) the proposed new board lot size together with the proposed consolidation ratio represents an integral multiple of the existing board lot size, which will cause minimum impact on the creation of odd lots; (ii) the share price per Consolidated Share will increase, with a buffer for any future price fluctuations, for the purpose of fulfilling the trading requirements under the GEM Listing Rules; and (iii) any higher ratio for share consolidation and/or larger board lot size may result in greater impact on the creation of odd lots and/or fractional Shares.

Thus, the Board considers that the Share Consolidation and the Change in Board Lot Size would maintain the trading amount for each board lot at a reasonable level in order to attract more investors and to broaden the shareholder base of the Company. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group nor result in change in the relative rights of the Shareholders.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and, save for the subscription as disclosed in the announcement of the Company dated 27 June 2024, the Company does not have any concrete plan to conduct any fundraising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate.

EGM

The notice convening the EGM to be held at 3:00 p.m. on Friday, 2 August 2024 at Units 5906-12, 59/F, The Center, 99 Queen’s Road Central, Hong Kong is set out on pages EGM-1 to EGM-2 of this circular. At the EGM, an ordinary resolution will be proposed to approve the Share Consolidation.

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LETTER FROM THE BOARD

A form of proxy for the EGM is enclosed herewith. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjourned meeting thereof) should you so wish.

To the best knowledge, belief and information of the Directors having made all reasonable enquiries, as none of the Shareholders or their associates would have any interest in the Share Consolidation, no Shareholder would be required to abstain from voting in favour of the resolution relating to the Share Consolidation at the EGM.

COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors nor any of their respective close associates (as defined in the GEM Listing Rules) has any interest in a business which competes or may compete, either directly or indirectly, with the business of the Group or any other conflict of interest which any such person has or may have with the Group which would be required to be disclosed pursuant to the GEM Listing Rules.

RECOMMENDATION

The Board considers that the Share Consolidation is in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders should vote in favour of the relevant ordinary resolution to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.

Yours faithfully, By order of the Board

SK Target Group Limited Loh Swee Keong

Chairman and Executive Director

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NOTICE OF EGM

SK TARGET GROUP LIMITED 瑞強集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8427)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of SK Target Group Limited (the “ Company ”) will be held at Units 5906-12, 59/F, The Center, 99 Queen’s Road Central, Hong Kong at 3:00 p.m. on Friday, 2 August 2024 for the purpose of considering, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT , subject to and conditional upon the The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the approval to the listing of, and the permission to deal in, the Consolidated Shares (as defined below) in issue, with effect from the second Business Day (as defined in the circular of the Company dated 18 July 2024) following the day of passing this resolution:

• (a) every ten (10) issued and unissued existing ordinary share(s) of HK$0.08 each in the share capital of the Company be consolidated into one (1) ordinary share of HK$0.8 (each a “ Consolidated Share ”), and such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company (the “ Share Consolidation ”);

• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the “ Director(s) ”) may think fit; and

• EGM-1 -

NOTICE OF EGM

• (c) any one or more of the Directors be and is/are hereby authorised generally to do all such acts, deeds and things and to sign and execute all such documents, including under seal where applicable, on behalf of the Company, as they shall, in his/their absolute discretion, deem appropriate to effect and implement the Share Consolidation.”

By order of the Board SK Target Group Limited Loh Swee Keong Chairman and Executive Director

Hong Kong, 18 July 2024

Notes:

1. For the purpose of determining the identity of the Shareholders entitled to attend and vote at the meeting, the register of members of the Company will be closed from Monday, 29 July 2024 to Friday, 2 August 2024, both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 26 July 2024.

2. Any member of the Company entitled to attend and vote at the meeting convened by this notice shall be entitled to appoint a proxy to attend and vote in his/her stead in accordance with the Articles of Association of the Company. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the meeting. A proxy need not be a member of the Company but must be present in person to represent the member.

3. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited or via the designated website (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjournment thereof should they so wish.

4. As at the date of this notice, the Board comprises (i) one Executive Director, namely Mr. Loh Swee Keong, (ii) three Independent Non-executive Directors, namely Mr. Yau Ka Hei, Mr. Ma, She Shing Albert and Mr. Kwok Tsz Hin.

5. EGM-2 -