Zall Smart Commerce Group Ltd. — AGM Information 2022

May 15, 2022

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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BISON FINANCE GROUP LIMITED

貝 森 金 融 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 888)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘ AGM ” ) of Bison Finance Group Limited (the ‘‘ Company ’’ ) will be held at 6th Floor, 18 King Wah Road, North Point, Hong Kong on Monday, 27 June 2022 at 10:30 a.m. for the following purposes:

1. to receive and consider the Audited Financial Statements, the Directors ’ Report and the Independent Auditor ’ s Report for the year ended 31 December 2021.

2. (A) each as a separate resolution, to re-elect the following retiring directors of the Company (the ‘‘ Directors ’’ ):

   • (i) Mr. XU Peixin;

   • (ii) Mr. ZHU Dong; and

   • (iii) Mr. FENG Zhonghua

3. (B) to authorise the board of Directors (the ‘‘ Board ’’ ) to fix the remuneration of Directors.

4. to re-appoint Ernst & Young as the auditor of the Company and to authorise the Board to fix their remuneration.

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As special business, to consider and, if thought fit, pass, with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

4. (A) ‘‘ THAT:

• (i) subject to paragraphs (iii), (iv) and (v) of this Resolution, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘ Stock Exchange ’’ ), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional (i) shares in the capital of the Company (the ‘‘ Shares ’’ ); (ii) securities convertible into Shares; or (iii) options, warrants or similar rights to subscribe for any Shares or such convertible securities, and to make or grant offers, agreements and options which might require such securities to be issued, allotted or disposed of, in exercise of such powers be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers to allot, issue or dispose of such securities as referred to in paragraph (i) of this Resolution after the expiry of the Relevant Period and to make such allotment, issue and disposal under such offers, agreements and options;

• (iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (i) of this Resolution, otherwise than pursuant to:

• (a) a Rights Issue (as hereinafter defined); or

• (b) an issue of Shares upon the exercise of the subscription rights or conversion rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire Shares or any securities of the Company which are convertible into Shares; or

• (c) any scrip dividend scheme or similar arrangement providing for issue of Shares in lieu of the whole or part of the dividend on Shares in accordance with the Bye-laws of the Company;

shall not exceed 20 per cent of the total number of issued Shares as at the date of the passing of this Resolution and the said approval shall be limited accordingly; and

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• (iv) the Company may not issue securities convertible into new shares of the Company for cash consideration unless the initial conversion price is not lower than the benchmarked price (as hereinafter defined) of the Shares at the time of the placing, and the Company may not issue warrants, options or similar rights to subscribe for (i) any new shares of the Company or (ii) any securities convertible into new shares of the Company, for cash consideration;

• (v) if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be issued pursuant to the approval in paragraph (i) of this Resolution as may be extended by Resolution no. 4(C) set out in the notice convening the AGM is so passed, as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same, and such maximum number of Shares, and powers granted under such approval, shall be adjusted to such extent accordingly;

• (vi) for the purposes of this Resolution:

‘‘ Relevant Period ’’ means the period from the passing of this Resolution until whichever is the earliest of:

• (a) the conclusion of the next AGM of the Company;

• (b) the expiration of the period within which the next AGM of the Company is required by the Bye-laws of the Company or the laws of Bermuda or any applicable laws to be held; and

• (c) the time when such mandate is revoked or varied by an ordinary resolution by shareholders of the Company in general meeting.

‘‘ benchmarked price ’’ means the higher of (a) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and (b) the average closing price in the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the general mandate to be approved under this resolution; (ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the general mandate to be approved under this resolution; and (iii) the date on which the placing or subscription price is fixed.

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‘‘ Rights Issue ’’ means an offer of shares of the Company open for a period fixed by the Directors to holders of shares of the Company or any class thereof whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company). ”

(B) ‘‘ THAT:

• (i) subject to paragraph (ii) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to buy back Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of Shares which the Company is authorised to buy back pursuant to the approval in paragraph (i) of this Resolution during the Relevant Period shall not exceed 10 per cent of the total number of issued Shares as at the date of the passing of this Resolution and the authority pursuant to paragraph (i) of this Resolution shall be limited accordingly, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be bought back pursuant to the approval in paragraph (i) of this Resolution as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same, and such maximum number of Shares, and power granted under such approval shall be adjusted to such extent accordingly; and

• (iii) for the purposes of this Resolution:

‘‘ Relevant Period ’’ means the period from the passing of this Resolution until whichever is the earliest of:

• (a) the conclusion of the next AGM of the Company;

• (b) the expiration of the period within which the next AGM of the Company is required by the Bye-laws of the Company or the laws of Bermuda or any applicable laws to be held; and

• (c) the time when such mandate is revoked or varied by an ordinary resolution by shareholders of the Company in general meeting. ’’

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• (C) ‘‘ THAT subject to the passing of Resolutions nos. 4(A) and 4(B) set out in the notice of the AGM of which this resolution forms part, the general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot, issue and deal with or agree to allot, issue and deal with additional Shares and other securities of the Company pursuant to Resolution no. 4(A) be and is hereby extended by the addition to the total number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of the total number of Shares bought back by the Company pursuant to the general mandate to buy back Shares referred in Resolution no. 4(B) provided that such extended number of Shares shall not exceed 10 per cent of the total number of issued Shares as at the date of the passing of this Resolution. ”

By Order of the Board Bison Finance Group Limited ZHU Dong Executive Director

Hong Kong, 13 May 2022

Notes:

• (1) The register of members of the Company will be closed from Wednesday, 22 June 2022 to Monday, 27 June 2022, both dates inclusive, for the purpose of ascertaining shareholders ’ entitlement to vote at the AGM. In order to be eligible to vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company ’ s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen ’ s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 21 June 2022.

• (2) Regarding Resolution no. 2(A) above, Mr. XU Peixin, Mr. ZHU Dong and Mr. FENG Zhonghua will retire and, being eligible, have offered themselves for re-election at the AGM. Biographies of these Directors are set out in Appendix II to the circular dated 13 May 2022.

• (3) Regarding Resolutions nos. 4(A), 4(B) and 4(C) above, the Directors wish to state that they have no immediate plan to issue any new shares of the Company or to buy back any existing Shares pursuant to the relevant mandates.

• (4) All resolutions set out in this notice of AGM will be decided by poll at the AGM.

• (5) In light of the risks posed by COVID-19 pandemic, and to manage the potential health risks of the Shareholders, employees, and other members of the community, the Company will implement the precautionary measures at the AGM to minimise the attendance in person, while still enabling Shareholders to vote and ask questions. Please refer to the section headed ‘‘ Special Arrangements for AGM ’’ of this notice of AGM for further details.

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SPECIAL ARRANGEMENTS FOR AGM

The AGM will be held as hybrid meeting. Shareholders are strongly encouraged to exercise their rights to participate the AGM through a live webcast. In light of the risks posed by COVID-19 pandemic, and to manage the potential health risks of the Shareholders, employees and other members of the community, all Shareholders (other than those who are required to attend the AGM physically to form a quorate meeting) would not be granted access to the venue of the AGM and the AGM will be held with the minimum number of persons present as is required under the Bye-laws to form a quorate meeting together with a limited number of other attendees to ensure the proper conduct of the AGM. The quorum will be formed by the senior management members and/ or senior staff members of the Company who are Shareholders and/ or their proxies. In this regard, the Company will implement the following precautionary measures at the AGM to minimise the attendance in person, while still enabling Shareholders to vote and ask questions:

1. ATTENDANCE OF AGM BY ZOOM

Shareholders who would like to participate the AGM through a live webcast, are required to register with the Company by sending an email to cosec@bison.com.hk with the personal particulars: (a) full name; (b) registered address; (c) number of Shares held; (d) Hong Kong identity card number/passport number/company registration number (as the case may be); (e) contact telephone number; and (f) email address, by 5:00 p.m. on Friday, 17 June 2022, to enable the Company to verify the identity of the relevant Shareholder.

Authenticated Shareholders will receive an email confirmation by 24 June 2022 which contains a link to participate the AGM through live webcast which can be assessed from a computer, tablet or any browser enabled device, from the start of AGM until its conclusion. Shareholders MUST NOT forward the link to other persons who are not the Shareholder.

2. VOTE BY APPOINTING THE CHAIRMAN OF AGM AS YOUR PROXY

All resolutions at the AGM will be decided on a poll. Shareholders will still be able to vote by doing so in advance of the AGM by proxy. If you wish to vote on any resolution at the AGM, you must appoint the chairman of the AGM as your proxy to exercise your right to vote at the AGM in accordance with your instructions. If you appoint a person who is not the chairman of the AGM as your proxy, that person would not be granted access to the venue of the AGM and will not be able to exercise your vote.

The proxy form shall be posted to the Shareholders together with this circular. Alternatively, the proxy form can be downloaded from the websites of the Company at www.bison.com.hk or Stock Exchange at www.hkexnews.hk. If you are not a registered Shareholder (if your Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of a proxy.

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The proxy form should be returned to the Company ’ s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen ’ s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof.

3. QUESTIONS FROM SHAREHOLDERS

Shareholders can submit in advance your questions relevant to the proposed resolutions of the AGM by email at cosec@bison.com.hk with the personal particulars: (a) full name; (b) registered address; (c) number of Shares held; (d) Hong Kong identity card number/ passport number/company registration number (as the case may be); (e) contact telephone number; and (f) email address, no later than 11:00 a.m. on 24 June 2022. The Company shall address your questions at the AGM, if time permits, otherwise, the Company may respond to your questions which are not addressed, after the AGM as appropriate.

Registered Shareholders and non-registered Shareholders should note that only one device is allowed for each login. Please also keep the login details in safe custody and do not circulate such details to others.

If Shareholders have any question relating to AGM, please contact Computershare Hong Kong Investor Services Limited, the Company ’ s Hong Kong share registrar as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre, 183 Queen ’ s Road East, Wan Chai, Hong Kong Tel: +852 2862 8555 Fax: +852 2865 0990 Online Enquiries: www.computershare.com/hk/contact

Due to constantly evolving COVID-19 pandemic in Hong Kong, the Company may be required to adopt further changes to the AGM arrangement at a short notice. Shareholders are advised to check the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at http://www.bison.com.hk for the latest announcement information relating to the AGM.

As at the date of this announcement, the Board comprises Dr. MA Weihua as the Chairman and nonexecutive Director; Mr. XU Peixin, Mr. SUN Lei and Mr. ZHU Dong as executive Directors; and Dr. QI Daqing, Mr. CHEN Yigong and Mr. FENG Zhonghua as independent non-executive Directors.

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