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NOTICE OF ANNUAL GENERAL MEETING

2024-06-05 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 notice 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 notice.Loco Hong Kong Holdings Limited港银控股有限公司 (incorporated in Hong Kong with limited liability) (Stock Code: 8162) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting of Loco Hong Kong Holdings Limited (the “Company”) will be held at 14/F. Fairmont House 8 Cotton Tree Drive Admiralty Hong Kong on Friday 28 June 2024 at 4:00 p.m. for the following purposes: 1. To receive consider and adopt the audited consolidated financial statements together with the reports of the directors (the “Directors”) and the auditor of the Company for the year ended 31 December 2023. 2. To re-elect the following Directors of the Company: (a) Mr. Zhang Siyuan as an executive Director.(b) Mr. Fung Chi Kin as an executive Director.(c) Ms. Wu Liyan as an independent non-executive Director. 3. To authorise the board of Directors to fix the Directors’ remuneration. 4. To re-appoint HLB Hodgson Impey Cheng Limited as the auditor of the Company and to authorise the board of Directors to fix its remuneration. 15. To consider as special business and if thought fit pass the following resolution as an ordinary resolution of the Company:“THAT: (A) subject to paragraph (C) of this resolution pursuant to the Rules Governing the Listing ofSecurities on the GEM of The Stock Exchange of Hong Kong Limited (the “GEM ListingRules”) 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 (otherwise than by way of rights issue or pursuant to the exercise of options granted under any of the Company’s share option schemes or any scrip dividend scheme or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the articles of association of the Company from time to time) additional shares of the Company and to make or grant any offers agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved; (B) the approval in paragraph (A) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant any offers agreements and options which would or might require the exercise of such powers either during or after the end of the Relevant Period (as hereinafter defined); (C) 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 of the Company pursuant to the approval in paragraph (A) above shall not exceed 20% of the aggregate number of the shares in issue of the Company at the date of the passing of this resolution and the said approval shall be limited accordingly; and (D) for the purposes of this resolution “Relevant Period” means the period from the date of 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 articles of association of the Company or any applicable laws to be held; or 2(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; “Rights issue” means the allotment or issue of shares in the Company or other securities which would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding for such purpose any shareholder who is resident in a place where such offer is not permitted under the laws of that place) and where appropriate the holders of other equity securities of the Company entitled to such offer pro rata (apart from fractional entitlements) to their existing holdings of shares or such otherequity securities.” 6. To consider as special business and if thought fit pass the following resolution as an ordinary resolution of the Company:“THAT: (A) subject to paragraph (B) of this resolution the exercise by the Directors of the Company during the Relevant Period (as defined in resolution no. 5(D) set out in the notice of this meeting) of all the powers of the Company to buy back the issued shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which shares of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose subject to and in accordance with all applicable laws and the requirements of the GEM Listing Rules or any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved; and (B) the aggregate number of shares of the Company which the Company is authorised to buy back pursuant to the approval in paragraph (A) of this resolution during the Relevant Period (as defined in resolution no. 5(D) set out in the notice of this meeting) shall not exceed 10% of the aggregate number of the shares in issue of the Company at the date of the passing of thisresolution and the said approval shall be limited accordingly.” 37. To consider as special business and if thought fit pass the following resolution as an ordinary resolution:“THAT conditional upon the passing of resolutions nos. 5 and 6 (as set out in the notice of thismeeting) the unconditional general mandate granted to the Directors of the Company and for the time being in force to exercise all the powers of the Company to allot issue and deal with shares of the Company pursuant to resolution no. 5 (as set out in the notice of this meeting) be and is hereby extended by the addition to the aggregate number of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such unconditional general mandate of the aggregate number of the shares of the Company bought back by the Company under the authority granted pursuant to resolution no. 6 (as set out in the notice of this meeting) provided that such extended number of shares shall not exceed 10% of the aggregate number of the shares in issue of the Company at the date of passingthis resolution.” By Order of the Board of Loco Hong Kong Holdings Limited Wang Wendong Chief Executive Officer Hong Kong 5 June 2024 Registered Office: Unit 401 4/F.Fairmont House 8 Cotton Tree Drive Admiralty Hong Kong Notes: 1. Any member entitled to attend and vote at the meeting shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the general meeting of the Company. A proxy need not be a member of the Company. In addition a proxy or proxies representing a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he/she/it or they represent as such member could exercise. 2. 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 seal or under the hand of an officer or attorney duly authorised. In order to be valid the instrument appointing a proxy and the power of attorney or other authority if any under which it is signed or a notarially certified copy of such power or authority shall be deposited at the share registrar and transfer office of the Company in Hong Kong Union Registrars Limited Suites 3301-04 33/F. Two Chinachem Exchange Square 338 King’s Road North Point Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (i.e. before 4:00 p.m. on Wednesday 26 June 2024). 43. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting concerned and in such event the instrument appointing a proxy shall be deemed to be revoked. 4. For the purpose of determining shareholders’ entitlement to attend and vote at the meeting 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 registered. In order to qualify for attending and voting at the meeting all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the share registrar and transfer office of the Company in Hong Kong Union Registrars Limited Suites 3301-04 33/F. Two Chinachem Exchange Square 338 King’s Road North Point Hong Kong not later than 4:00 p.m. on Monday 24 June 2024. 5. All resolutions set out in the notice convening the meeting will be decided by poll at the meeting in accordance with the requirements of the GEM Listing Rules. 6. If Typhoon Signal No. 8 or above or a “black” rainstorm warning or extreme conditions caused by super typhoon is in effect in Hong Kong any time after 1:00 p.m. on the date of the annual general meeting the meeting will be postponed.The Company will post an announcement on the website of Company at www.locohkholdings.com and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date time and venue of the rescheduled meeting.As at the date of this notice the executive Directors are Mr. Zhang Siyuan (Chairman of the Board) Mr. Wang Wendong and Mr. Fung Chi Kin; and the independent non-executive Directors are Mr. Zhou Tianshu Ms. Wu Liyan and Ms. Wong Susan Chui San.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 Announcements” page of the Stock Exchange’s website at www.hkexnews.hk for at least 7 days from the date of its publication and will be available on the Company’s website at www.locohkholdings.com. 5