THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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 licensed securities dealer or registered institution in securities bank manager solicitor professional accountant or other professional adviser.If you have sold or transferred all your shares in GET Holdings Limited (“Company”) you should at once hand or forward this circular and the accompanying form of proxy to the purchaser the transferee or to the bank stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (“StockExchange”) 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.GET HOLDINGS LIMITED 智易控股有限公司* (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock code: 8100) (1) PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES; (2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING A notice convening the AGM to be held at 10:00 a.m. on Tuesday 25 June 2024 at Room 1-2 2/F. 35-45B Bonham Strand Sheung Wan Hong Kong is set out on pages AGM-1 to AGM-6 of this circular. A form of proxy for use by the Shareholders at the AGM is published on the website of the Stock Exchange and that of the Company.Whether or not you are able to attend and vote at the AGM you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong 17/F Far East Finance Centre 16 Harcourt Road Hong Kong by 10:00 a.m. (Hong Kong time) on Sunday 23 June 2024 or not less than 48 hours before the time appointed for holding any adjourned AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such case the form of proxy previously submitted shall be deemed to be revoked.This circular will remain on the “Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for a minimum period of seven days from the date of its publication and on the Company’s website at www.geth.com.hk. 31 May 2024 * For identification purposes onlyCHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Main Board of 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.Given that the companies listed on GEM are generally small and mid-sized companies there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.– i –CONTENTS Page Characteristics of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Appendix I – Explanatory Statement of the Repurchase Mandate . . . . . . . . . . . I-1 Appendix II – Details of the retiring Directors proposed to be re-elected at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1 NOTICE OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AGM-1 – ii –DEFINITIONS In this circular unless the context otherwise requires the following expressions shall have the following meanings: “AGM” the annual general meeting of the Company to be held at 10:00 a.m. on Tuesday 25 June 2024 at Room 1-2 2/F. 35- 45B Bonham Strand Sheung Wan Hong Kong the notice of which is set out on pages AGM-1 to AGM-6 of this circular “Board” the board of Directors “Bye-laws” the bye-laws of the Company currently in force “close associate(s)” has the meaning ascribed thereto in the GEM Listing Rules “Companies Act” the Companies Act 1981 of Bermuda (as amended and supplemented from time to time) “Company” GET Holdings Limited a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the issued Shares of which are listed on GEM “Director(s)” the director(s) of the Company “Extension Mandate” a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate “GEM” GEM operated by the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “General Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot issue or otherwise deal with Shares up to an amount equal to 20% of the total number of issued Shares as at the date of passing of the resolution numbered 5 in the notice convening the AGM “Group” the Company and its subsidiaries – 1 –DEFINITIONS “HK$” Hong Kong dollars the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 24 May 2024 being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “PRC” the People’s Republic of China and for the purpose of this circular excludes Hong Kong the Macau Special Administrative Region of the People’s Republic of China and Taiwan “Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares which shall not exceed 10% of the total number of issued Shares as at the date of passing of the resolution numbered 4 in the notice convening the AGM “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Codes on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong “%” per cent.– 2 –LETTER FROM THE BOARD GET HOLDINGS LIMITED 智易控股有限公司* (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock code: 8100) Executive Directors: Registered office: Mr. Wong Jing Shong (Chairman) Clarendon House Mr. Lau Siu Cheong (Chief Executive Officer) 2 Church Street Hamilton HM11 Independent non-executive Directors: Bermuda Mr. Chan Yung BBS JP Mr. Cheng Hong Kei Head office and principal place of Ms. Wong Chi Yan business in Hong Kong: Room 1204-05 12/F. Centre Point 181-185 Gloucester Road Wanchai Hong Kong 31 May 2024 To the Shareholders Dear Sir or Madam (1) PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES; AND (2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS 1. INTRODUCTION The purpose of this circular is to give you notice of the AGM and to provide you with information regarding (i) the proposed grant of the Repurchase Mandate the General Mandate and the Extension Mandate; and (ii) the proposed re-election of the retiring Directors.* For identification purposes only – 3 –LETTER FROM THE BOARD 2. GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES The general mandates previously granted to the Directors to repurchase and issue Shares by the Shareholders at the annual general meeting of the Company held on 27 June 2023 will expire at the conclusion of the AGM. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate the following ordinary resolutions will be proposed at the AGM to approve the grant of new general mandates to the Directors: (a) to repurchase Shares on the Stock Exchange of up to 10% of the total number of issued Shares on the date of passing of such resolution (i.e. 44444823 Shares) assuming that the total number of Shares in issue remains the same at 444448237 Shares from the Latest Practicable Date up to the date of passing such resolution; (b) to allot issue or deal with Shares of up to 20% of the total number of issued Shares on the date of passing of such resolution (i.e. 88889647 Shares) assuming that the total number of Shares in issue remains the same at 444448237 Shares from the Latest Practicable Date up to the date of passing such resolution; and (c) to extend the General Mandate by the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.The Repurchase Mandate and the General Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 4 and 5 of the notice of the AGM as set out on pages AGM-1 to AGM-6 of this circular.In accordance with the requirements of the GEM Listing Rules the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Repurchase Mandate. The explanatory statement for such purpose is set out in Appendix I to this circular. 3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS Pursuant to Bye-law 84 of the Bye-laws at each annual general meeting one-third of the Directors for the time being (or if their number is not a multiple of three the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. As such Mr. Cheng Hong Kei and Ms. Wong Chi Yan will retire and each of them being eligible will offer himself/herself for re-election at the AGM.– 4 –LETTER FROM THE BOARD Recommendations to the Board for the proposal for re-election of each of Mr. Cheng Hong Kei and Ms. Wong Chi Yan as a Director was made by the nomination committee of the Board (“Nomination Committee”) after considering the potential contribution each relevant Director can bring to the Board in terms of qualification skills experience independence and diversity in accordance with the director nomination policy of the Company taking into account the relevant director’s biographical information and background and considering various factors including but not limited to gender age cultural and educational background and professional experience as set out in the board diversity policy of the Company.Particulars of Mr. Cheng Hong Kei and Ms. Wong Chi Yan are set out in Appendix II to this circular. 4. AGM AND PROXY ARRANGEMENT The notice of the AGM is set out on pages AGM-1 to AGM-6 of this circular. At the AGM resolutions will be proposed to approve inter alia the grant of the Repurchase Mandate the General Mandate the Extension Mandate and the re-election of the retiring Directors. In compliance with the GEM Listing Rules all resolutions will be voted on by way of a poll at the AGM.As at the Latest Practicable Date to the best of the Directors’ knowledge information and belief having made all reasonable enquiries no Shareholder was required to abstain from voting on the resolutions to be proposed at the AGM.A form of proxy for use at the AGM is published on the website of the Stock Exchange and that of the Company. Whether or not you are able to attend and vote at the AGM you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong Tricor Tengis Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong by 10:00 a.m.(Hong Kong time) on Sunday 23 June 2024 or not less than 48 hours before the time appointed for holding any adjourned AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such case the form of proxy previously submitted shall be deemed to be revoked.– 5 –LETTER FROM THE BOARD Closure of register of members To ascertain a member’s entitlement to attend and vote at the AGM the register of members of the Company will be closed from Thursday 20 June 2024 to Tuesday 25 June 2024 (both days inclusive) during which no transfer of Shares will be registered. The last share registration date for determining the eligibility to attend the AGM will be on Wednesday 19 June 2024. In order to qualify for the entitlement to attend and vote at the AGM all transfer documents together with the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong Tricor Tengis Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong no later than 4:30 p.m. (Hong Kong time) on Wednesday 19 June 2024. 5. 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. 6. RECOMMENDATION The Directors consider that the grant of the Repurchase Mandate the General Mandate and the Extension Mandate and the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM. 7. GENERAL INFORMATION Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Repurchase Mandate) and Appendix II (Details of the retiring Directors proposed to be re-elected at the AGM) to this circular.Yours faithfully On behalf of the Board GET Holdings Limited Wong Jing Shong Chairman and Executive Director – 6 –APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE The following is an explanatory statement required by the GEM Listing Rules to be sent to all the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the grant of the Repurchase Mandate. 1. SHARE CAPITAL As at the Latest Practicable Date the issued share capital of the Company comprised 444448237 Shares. Subject to the passing of the ordinary resolution set out in item 4 of the notice of the AGM in respect of the grant of the Repurchase Mandate and assuming that the total number of Shares in issue remains the same at 444448237 Shares from the Latest Practicable Date up to the date of passing such resolution the Directors would be authorised under the Repurchase Mandate to repurchase during the period in which the Repurchase Mandate remains in force up to 44444823 Shares representing approximately 10% of the number of issued Shares as at the date of the AGM. 2. REASONS FOR REPURCHASE OF SHARES The Directors believe that the grant of the Repurchase Mandate is in the best interests of the Company and the Shareholders.Repurchases of Shares may depending on market conditions and funding arrangements at the time lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the grant of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.– I-1 –APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE 3. FUNDING OF REPURCHASES In repurchasing Shares the Company may only apply funds legally available for such purpose in accordance with its memorandum of continuance and the Bye-laws the Companies Act the laws of Bermuda and/or other applicable laws as the case may be.The Companies Act provides that a company may only repurchase its own shares out of capital paid up on its shares to be repurchased or out of funds of the company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made by the company for the purpose of the repurchase. Any amount of premium payable on a repurchase over the par value of the shares may only be effected out of either funds of the company that would otherwise be available for dividend or distribution or out of the company’s share premium account. Further such repurchase may not be made if on the date on which the repurchase is to be effected there are reasonable grounds for believing that the company is or after the repurchase would be unable to pay its liabilities as they become due. 4. IMPACT OF REPURCHASES There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2023) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period.However the Directors do not intend to exercise the Repurchase Mandate to such an extent as would in the circumstances have a material adverse effect on the working capital requirements of the Company or on the gearing position which in the opinion of the Directors are from time to time appropriate for the Company. 5. DIRECTORS THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS None of the Directors or to the best of their knowledge having made all reasonable enquiries any of their respective close associates has any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.No core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has he/she/it undertaken not to sell any Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.– I-2 –APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE 6. CONFIRMATION The Directors confirm that they will exercise the power of the Company to make repurchases of the Shares pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and all the applicable laws of Bermuda and that neither this explanatory statement nor the Repurchase Mandate has any unusual features. 7. TAKEOVERS CODE IMPLICATIONS If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate a Shareholder’s proportionate interest in the voting rights of the Company increases and such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of a repurchasing company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.The Directors are not aware of any Shareholder or a group of Shareholders acting in concert who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate.The Directors have no intention to exercise the Repurchase Mandate to such extent that will result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%. 8. GENERAL In the six months preceding the Latest Practicable Date the Company had not repurchased any Share on the Stock Exchange or otherwise.– I-3 –APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE 9. MARKET PRICES OF SHARES The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange in the last 12 months are as follows: Month Highest Lowest HK$ HK$ 2023 April 0.220 0.220 May 0.240 0.200 June 0.162 0.153 July 0.200 0.144 August 0.250 0.180 September 0.226 0.226 October 0.225 0.215 November 0.200 0.180 December 0.170 0.125 2024 January 0.170 0.150 February 0.170 0.150 March 0.380 0.152 April 0.380 0.320 May (including and up to the Latest Practicable Date) 0.255 0.255 – I-4 –APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM The following are the particulars of Mr. Cheng Hong Kei and Ms. Wong Chi Yan who will retire by rotation at the AGM and each of them being eligible will offer himself/herself for re-election: INDEPENDENT NON-EXECUTIVE DIRECTORS (1) Mr. Cheng Hong Kei (“Mr. Cheng”) Mr. Cheng aged 69 has been appointed as an independent non-executive Director since November 2017. He is also the chairman of the audit committee of the Board (“Audit Committee”) and a member of the remuneration committee (“Remuneration Committee”) and the Nomination Committee of the Board. He studied accountancy in Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University) and is a fellow member of the Association of Chartered Certified Accountants and the Taxation Institute of Hong Kong. Mr. Cheng is a co-founding director of Cheng & Cheng Limited and had worked as an assessor for the Hong Kong Inland Revenue Department for 12 years. He has over 35 years of experience in accounting and taxation.Mr. Cheng is currently an independent non-executive director of Great China Holdings (Hong Kong) Limited (previously known as Great China Properties Holdings Limited) (stock code: 21) and Gilston Group Limited (previously known as China Apex Group Limited) (stock code: 2011) whose shares are both listed on the Main Board of the Stock Exchange. He was an independent non-executive director of South China Assets Holdings Limited (stock code: 8155) until 1 April 2022 the shares of which were no longer listed on GEM with effect from 7 March 2022. In accordance with the letter of appointment entered into between the Company and Mr. Cheng Mr. Cheng would serve as an independent non-executive Director for a term of three years commencing on 24 November 2023 and is subject to retirement from office and re-election in accordance with the Bye-laws. Mr. Cheng is entitled to a director’s fee of HK$120000 per annum which was determined by the Board with reference to his duties responsibilities with the Group and the prevailing market conditions.As at the Latest Practicable Date Mr. Cheng did not have any interests in the shares of the Company within the meaning of Part XV of the SFO.– II-1 –APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM As at the Latest Practicable Date save as disclosed above Mr. Cheng (i) did not hold other positions with the Company or other members of the Group; (ii) did not hold any other major appointments and professional qualifications; and (iii) did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Mr. Cheng does not have any relationship with any Director senior management substantial Shareholders or controlling Shareholders (having the meaning ascribed to it in the GEM Listing Rules).Save as disclosed above there is no further information to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there are no other matters relating to the re-election of Mr. Cheng that need to be brought to the attention of the Shareholders. (2) Ms. Wong Chi Yan (“Ms. Wong”) Ms. Wong aged 42 has been appointed as an independent non-executive Director since April 2022. She is also the chairman of the Remuneration Committee of the Board and a member of the Audit Committee and the Nomination Committee of the Board. Ms. Wong is an associate member of The Hong Kong Institute of Certified Public Accountants and an associate of each of The Hong Kong Chartered Governance Institute and The Chartered Governance Institute. Ms. Wong has extensive experiences in auditing accounting and financing as well as merger and acquisition.Ms. Wong was awarded a Bachelor of Business Administration degree in Accounting from The Hong Kong Baptist University in December 2003. She was further awarded a Master of Laws degree in International Corporate and Financial Law from The University of Wolverhampton in the United Kingdom in November 2016.In accordance with the letter of appointment entered into between the Company and Ms. Wong Ms. Wong would serve as an independent non-executive Director for a term of three years commencing on 19 April 2022 and is subject to retirement from office and re-election in accordance with the Bye-laws. Ms. Wong is entitled to a director’s fee of HK$120000 per annum which was determined by the Board with reference to her background qualifications experience duties and responsibilities with the Group and the prevailing market conditions.As at the Latest Practicable Date Ms. Wong did not have any interests in the shares of the Company within the meaning of Part XV of the SFO.– II-2 –APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM Ms. Wong has been currently serving as an independent non-executive director for the following public companies listed in Hong Kong namely (i) Success Dragon International Holdings Limited (stock code: 1182) the shares of which are listed on the Main Board of the Stock Exchange; and (ii) China Hongbao Holdings Limited (stock code: 8316) the shares of which are listed on GEM.Ms. Wong served as an independent non-executive director for (i) Bay Area Gold Group Limited (stock code: 1194) the shares of which were no longer listed on the Main Board of the Stock Exchange with effect from 14 March 2024 from March 2019 to July 2021; (ii) Asia Television Holdings Limited (stock code: 707) the shares of which are listed on the Main Board of the Stock Exchange from January 2019 to December 2022; and (iii) Hong Kong ChaoShang Group Limited (stock code: 2322) the shares of which are listed on the Main Board of the Stock Exchange from September 2023 to December 2023. Ms. Wong was also the company secretary and authorised representative of China Properties Investment Holdings Limited the shares of which are listed on the Main Board of the Stock Exchange (stock code: 736) from February 2018 to September 2023.Ms. Wong was a director of the following companies which were incorporated in Hong Kong prior to their dissolution: Principal business activities immediately prior Name of company to dissolution Means of dissolution Date of dissolution AA Surplus Limited Inactive Deregistration 20 November 2020 Wealth Create Development Limited Inactive Deregistration 13 November 2020 DKG EduGroup Limited Inactive Deregistration 17 January 2020 Sky Castle Holdings (HK) Limited Inactive Deregistration 1 September 2017 Aurum Pacific Union Enterprise Limited Investment holding Deregistration 30 June 2017 Holly Bond Enterprises Limited Inactive Deregistration 19 August 2016 Ms. Wong confirmed that each of the above companies was solvent with no outstanding liability at the time of its dissolution and to the best of her knowledge and understanding the dissolution of the above companies has not resulted in any liability or obligation to be imposed against her. Ms. Wong further confirmed that there was no wrongful act on her part leading to the dissolution of the above companies and she is not aware of any actual or potential claim that has been or will be made against her as a result of the dissolution of the above companies as at the Latest Practicable Date.– II-3 –APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM Ms. Wong was an independent non-executive director of Ding He Mining Holdings Limited (“Ding He”) (stock code: 705) the shares of which were delisted from the Main Board of the Stock Exchange on 5 February 2020 from January 2018 to July 2018. During the period in which Ms. Wong served as an independent non-executive director of Ding He on 18 April 2018 and 27 June 2018 Ding He received a petition from each of Hong Kong Media Enterprises Holdings Limited (“Ding He Petitioner I”) and CL Asset Management Limited (“Ding He Petitioner II”) filed with the High Court of Hong Kong (“High Court”) respectively for Ding He to be woundup by the High Court on the ground that Ding He was deemed to be unable to pay its debt (“DingHe Petitions”). Based on the announcements of Ding He dated 23 March 2018 18 April 2018 and 27 June 2018 Ding He Petitioner I and Ding He Petitioner II alleged that Ding He was unable to repay the debt to each of them respectively in the sum of HK$136369852.59 and HK$10293333.33. Ms. Wong ceased to act as an independent non-executive director of Ding He on 11 July 2018. On 4 December 2019 Ding He announced that it was ordered to be wound up and the Official Receiver of Hong Kong was appointed as the provisional liquidator of Ding He. Ding He is a company incorporated in Hong Kong with limited liability. The shares of Ding He were delisted from the Main Board of the Stock Exchange on 5 February 2020. Immediately prior to the commencement of the compulsory winding-up of Ding He Ding He was an investment holding company and its principal subsidiaries were principally engaged in (i) the mining of dolomite and manufacture of magnesium ingots; (ii) extraction and bottling of mineral water; and (iii) exploration of iron ore coal and manganese. Please refer to the relevant announcements issued by Ding He for further details of the Ding He Petitions. Ms. Wong was appointed as an independent non- executive director of Ding He in January 2018 which was shortly before she became aware of the debts due to Ding He Petitioner I and Ding He Petitioner II. Ms. Wong confirmed that she was not involved in the business management financial management or financial planning of Ding He and did not participate in the repayment process of the above-mentioned debts and it only came to her knowledge that Ding He defaulted in the repayment of its debts after the statutory demands were served to Ding He by Ding He Petitioner I and Ding He Petitioner II in March 2018 and April 2018 respectively. Ms. Wong further confirmed that there was no wrongful act on her part leading to the Ding He Petitions and the compulsory winding-up proceedings of Ding He and she is not aware of any actual or potential claim that has been or will be made against her as a result of the Ding He Petitions and the compulsory winding-up proceedings as at the Latest Practicable Date.– II-4 –APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM As at the Latest Practicable Date save as disclosed above Ms. Wong (i) did not hold other positions with the Company or other members of the Group; (ii) did not hold any other major appointments and professional qualifications; and (iii) did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Ms. Wong does not have any relationship with any Director senior management substantial Shareholders or controlling Shareholders (having the meaning ascribed to it in the GEM Listing Rules).Save as disclosed above there is no further information to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there are no other matters relating to the re-election of Ms. Wong that need to be brought to the attention of the Shareholders.– II-5 –NOTICE OF AGM GET HOLDINGS LIMITED 智易控股有限公司* (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock code: 8100) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting (“AGM”) of GET Holdings Limited (“Company”) will be held at 10:00 a.m. on Tuesday 25 June 2024 at Room 1-2 2/F 35-45B Bonham Strand Sheung Wan Hong Kong for the following purposes: 1. To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (“Directors”) and the auditors of the Company for the year ended 31 December 2023. 2. To pass the following resolutions each as a separate resolution: (a) To re-elect Mr. Cheng Hong Kei as an independent non-executive Director; (b) To re-elect Ms. Wong Chi Yan as an independent non-executive Director; and (c) To authorise the board of Directors (“Board”) to fix the remuneration of Directors. 3. To re-appoint RSM Hong Kong as the auditors of the Company and to authorise the Board to fix its remuneration.* For identification purposes only – AGM-1 –NOTICE OF AGM 4. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT:(a) subject to paragraph (b) below the exercise by the directors of the Company (“Directors”) during the Relevant Period (as defined below) of all powers of the Company to repurchase (or agree to repurchase) its shares in the capital of the Company (“Shares” each a “Share”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (“SFC”) and the Stock Exchange for such purpose and otherwise in accordance with the rules and regulations of the SFC the Stock Exchange the Companies Act 1981 of Bermuda (as amended) and all other applicable laws in this regard be and the same is hereby generally and unconditionally approved; (b) the Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) shall not exceed 10 per cent.of the number of the issued Shares on the date of the passing of this resolution and the said approval shall be limited accordingly; (c) if after the passing of this resolution the Company conducts a share consolidation or subdivision the number of Shares subject to the limit set out in paragraph (b) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (b) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same; and (d) for the purposes of this resolution “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company the Companies Act 1981 of Bermuda (as amended) or any other applicable laws of Bermuda to be held; or – AGM-2 –NOTICE OF AGM (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to theDirectors of the Company under this resolution.” 5. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT:(a) subject to paragraph (c) below the exercise by the directors of the Company (“Directors”) during the Relevant Period (as defined below) of all the powers of the Company to allot issue and deal with authorised and unissued shares in the capital of the Company (“Shares” each a “Share”) and to make or grant offers agreements or options including warrants to subscribe for Shares which might require the exercise of such powers be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) above shall authorise the Directors to make or grant offers agreements and options including warrants to subscribe for Shares during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period; (c) the aggregate number of Shares allotted issued or dealt with or agreed conditionally or unconditionally to be allotted issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above otherwise than pursuant to or in consequence of: (i) a Rights Issue (as defined below); or (ii) the exercise of any option granted under any share option scheme or similar arrangements adopted by the Company; or (iii) any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants convertible bonds debentures notes or any securities issued by the Company which are convertible into Shares shall not exceed the aggregate of: (aa) 20 per cent. of the total number of issued Shares on the date of the passing of this resolution; and – AGM-3 –NOTICE OF AGM (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the number of issued Shares on the date of the passing of that separate resolution) and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and (d) if after the passing of this resolution the Company conducts a share consolidation or subdivision the number of Shares subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (c) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same; and (e) for the purposes of this resolution: “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company the Companies Act 1981 of Bermuda (as amended) or any other applicable law of Bermuda to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this resolution; “Rights Issue” means an offer of Shares or an offer of warrants options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares whose names appear on the Company’s register of members on a fixed record date in proportion to their then holdings of 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 regulatory body or any stock exchange in any territoryoutside Hong Kong).” – AGM-4 –NOTICE OF AGM 6. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT conditional upon the passing of resolutions numbered 4 and 5 set out inthe notice convening this AGM (“Notice”) the general mandate referred to in the resolution numbered 5 of the Notice be and is hereby extended by the addition to the number of shares of the Company which may be allotted issued or dealt with or agreed conditionally or unconditionally to be allotted issued or dealt with by the directors of the Company pursuant to or in accordance with such general mandate of the number of shares of the Company repurchased by the Company pursuant to or inaccordance with the authority granted under resolution numbered 4 of the Notice.” Yours faithfully On behalf of the Board GET Holdings Limited Wong Jing Shong Chairman and Executive Director Hong Kong 31 May 2024 Registered office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street Room 1204-05 12/F. Centre Point Hamilton HM11 181-185 Gloucester Road Bermuda Wanchai Hong Kong Notes: 1. All resolutions at the AGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (“GEM Listing Rules”) and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the GEM Listing Rules. 2. Any member of the Company entitled to attend and vote at the AGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. 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 AGM. A proxy need not be a member of the Company. On a poll votes may be given either personally or by proxy. 3. 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 appointer is a corporation either under its seal or under the hand of an officer attorney or other person authorised to sign the same.– AGM-5 –NOTICE OF AGM 4. To be valid 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 office of the Hong Kong branch share registrar and transfer office of the Company Tricor Tengis Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong by 10:00 a.m. (Hong Kong time) on Sunday 23 June 2024 or not less than 48 hours before the time appointed for holding any adjourned AGM. 5. Where there are joint holders of any shares any one of such joint holders may vote at the AGM 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 the AGM 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. 6. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the AGM or any adjournment thereof if the member so wish and in such event the instrument appointing a proxy should be deemed to be revoked. 7. To ascertain a member’s entitlement to attend and vote at the AGM the register of members of the Company will be closed from Thursday 20 June 2024 to Tuesday 25 June 2024 (both days inclusive) during which no transfer of Shares will be registered. The last share registration date for determining the eligibility to attend the AGM will be on Wednesday 19 June 2024. In order to qualify for the entitlement to attend and vote at the AGM all transfer documents together with the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong Tricor Tengis Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong no later than 4:30 p.m. (Hong Kong time) on Wednesday 19 June 2024. 8. If a typhoon signal no. 8 or above is hoisted “extreme conditions” caused by a super typhoon or a black rainstorm warning signal is in force at or at any time after 7:00 a.m. on the date of the AGM the AGM will be postponed or adjourned. The Company will post an announcement on the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.geth.com.hk) to notify shareholders of the Company of the date time and place of the rescheduled AGM.As at the date of this notice the Board consists of two executive Directors namely Mr.Wong Jing Shong and Mr. Lau Siu Cheong and three independent non-executive Directors namely Mr. Chan Yung Mr. Cheng Hong Kei and Ms. Wong Chi Yan.This notice 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 notice 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 notice misleading.This notice will remain on the “Latest Listed Company Information” page of the Stock Exchange’s website on www.hkexnews.hk for at least 7 days from the date of its publication and on the website of the Company at www.geth.com.hk.– AGM-6 –