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NOTICE OF ANNUAL GENERAL MEETING

2024-06-03 00:00:00

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.CHINA SHUN KE LONG HOLDINGS LIMITED中国顺客隆控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 974) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the annual general meeting of China Shun Ke Long Holdings Limited (the “Company”) will be held at 10:30 a.m. on Friday 28 June 2024 at Conference Room Suites 1101-3 & 12 11/F Tower 2 The Gateway Harbour City Tsim Sha Tsui Kowloon Hong Kong (the “Annual General Meeting”) for considering and if thought fit passing with or without amendments the following resolutions as ordinary resolutions: AS ORDINARY BUSINESS 1. To receive and consider the audited consolidated financial statements the reports of the directors (the “Directors”) and the independent auditor (the “Auditor”) of the Company for the year ended 31 December 2023. 2. (A) To re-elect Mr. Wang Rengang as an executive Director. (B) To re-elect Ms. Wang Hui as an executive Director. (C) To re-elect Ms. Du Jing as a non-executive Director. (D) To re-elect Mr. Gao Jingyuan as an independent non-executive Director. (E) To re-elect Mr. Ng Hoi as an independent non-executive Director. 3. To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors. 4. To re-appoint SHINEWING (HK) CPA Limited as the auditor of the Company and to authorise the Directors to fix the remuneration of the auditor.– 1 –AS SPECIAL BUSINESS 5. “THAT(a) subject to paragraph (c) below pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares options warrants or singular rights to subscribe for shares or such other convertible securities of the Company and to make or grant offers agreements and/or options (including bonds warrants and debentures convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers agreements and/or options which may require the exercise of such power after the end of the Relevant Period (as defined in paragraph (d) below); (c) the total number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors during the Relevant Period pursuant to the approval in paragraph (a) above otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) an issue of shares of the Company upon the grant or exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to directors officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company shall not exceed the aggregate of: (i) 20% of the number of shares of the Company in issue as at the date of passing of this resolution; and (ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) any shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of shares of the Company in issue as at the date of passing of this resolution) and the said approval shall be limited accordingly; and – 2 –(d) for the purpose of this resolution “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or (iii) the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority given to the Directors by this resolution; and “Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares 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 having regard to any restrictions or obligations under the laws of or the requirements of any recognised regulatorybody or any stock exchange in any territory applicable to the Company).” 6. “THAT(a) subject to paragraph (b) below the exercise by the Directors during the Relevant Period (as defined in paragraph (e) below) of all powers of the Company to repurchase shares of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “SFC”) and the Stock Exchange for such purpose subject to and in accordance with all applicable laws rules and regulations of the SFC and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as defined in paragraph (e) below) to procure the Company to repurchase its shares at a price determined by the Directors; (c) the total number of shares which may be repurchased by the Company pursuant to paragraph (a) above during the Relevant Period (as defined in paragraph (e) below) shall not exceed 10% of the number of shares of the Company in issue as at the date of passing of this resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; (d) subject to the passing of each of the paragraphs (a) (b) and (c) of this resolution any prior approvals of the kind referred to in paragraphs (a) (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and – 3 –(e) for the purpose of this resolution “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; or (iii) the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority given to the Directors bythis resolution.” 7. “THATconditional upon the passing of resolution No. 5 and resolution No. 6 as set out in the notice convening this meeting the general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot issue or otherwise deal with the additional shares of the Company pursuant to resolution No. 5 as set out in the notice convening this meeting be and is hereby extended by the addition thereto of the number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution No. 6 as set out in the notice convening this meeting provided that such extended amount shall not exceed 10% of the number of shares of theCompany in issue as at the date of passing of this resolution.” By order of the Board China Shun Ke Long Holdings Limited Wang Rengang Chairman and Executive Director Hong Kong 4 June 2024 Notes: 1. Any shareholder entitled to attend and vote at the Annual General Meeting of the Company is entitled to appoint one or if he is holder of more than one share more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company. 2. In order to be valid a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the branch share registrar of the Company in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting of the Company (or any adjournment thereof). 3. The register of members of the Company will be closed from Tuesday 25 June 2024 to Friday 28 June 2024 both days inclusive during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the Annual General Meeting of the Company all share transfer documents 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 for registration no later than 4:30 p.m. on Monday 24 June 2024.– 4 –4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or if the appointor is a corporation either under its common seal or under the hand of an officer or attorney or other person duly authorised. 5. Delivery of the form of proxy will not preclude a member from attending and voting in person at the Annual General Meeting of the Company convened and in such event the form of proxy shall be deemed to be revoked. 6. The translation into Chinese language of the above notice is for reference only. In case of any inconsistency the English version shall prevail.As at the date of this announcement the executive Directors are Mr. Wang Rengang and Ms.Wang Hui; the non-executive Director is Ms. Du Jing; and the independent non-executive Directors are Mr. Cheng Hok Kai Frederick Mr. Gao Jingyuan and Mr. Ng Hoi.–5–