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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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.KAISUN HOLDINGS LIMITED 凯顺控股有限公司* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8203) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at Unit B 17/F E Tat Factory Building 4 Heung Yip Road Wong Chuk Hang Hong Kong on 28 June 2024 (Friday) at 9 : 30 a.m. for the following purposes: ORDINARY RESOLUTIONS 1. To receive and approve the audited consolidated financial statements together with the report of the directors and the independent auditor’s report of the Company for the year ended 31 December 2023. 2. To re-elect the retiring directors and to authorize the board of directors to fix the remuneration of the directors. 3. To re-appoint the auditor and to authorize the board of directors to fix the remuneration of the auditor.* For identification purposes only – 1 –4. To consider and if thought fit pass the following resolution as an ordinary resolution of the Company: ‘‘THAT: (a) subject to paragraph (c) below and pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market (the ‘‘GEM Listing Rules’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot issue and deal with additional shares of HK$0.10 each in the capital of the Company and to make or grant offers agreements and options (including bonds warrants and debentures convertible into shares of the Company and including any sale or transfer of treasury shares (within the meaning ascribed to it under the GEM Listing Rules which will come into effect on 11 June 2024)) which would or might require the exercise of such power be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) above shall authorize the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers agreements and options (including bonds warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period; (c) the aggregate nominal amount of share capital (including any treasury shares resold by the Company) 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 otherwise than (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares of the Company under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time; or (iv) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company (excluding treasury shares if any) as at the date of passing 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 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 law or the articles of association of the Company to be held; or (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors of the Company to the holders of shares of the Company on the register on fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company 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 recognized regulatory body or any stock exchange in any territory outside Hong Kong applicable to the Company).’’ 5. To consider and if thought fit pass the following resolution as an ordinary resolution of the Company: ‘‘THAT: (a) subject to paragraph (b) below the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose and to hold such shares so repurchased in treasury subject to and in accordance with all applicable laws and the requirements of the GEM Listing Rules (as defined in ordinary resolution in item 4 of the notice convening the meeting) or of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved; – 3 –(b) the aggregate nominal amount of shares of the Company which the Company is authorized to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company (excluding treasury shares if any) as at the date of passing this Resolution; and the said approval shall be limited accordingly; and (c) 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 law or the articles of association of the Company to be held; or (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.’’ 6. To consider and if thought fit pass the following resolution as an ordinary resolution of the Company: ‘‘THAT subject to the passing of Resolutions in items 4 and 5 of the notice convening the meeting the general mandate granted to the directors of the Company to allot issue and deal with additional shares pursuant to Resolution in item 4 of the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution in item 5 of the notice convening this meeting provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company (excluding treasury shares if any) as at the date of passing the said Resolution.’’ By Order of the Board CHAN Nap Kee Joseph Chairman Dated 5 June 2024 – 4 –CLOSURE OF REGISTER OF MEMBERS FOR ANNUAL GENERAL MEETING The Register will be closed during the following period and no transfers of shares will be effected during such period: The Register will be closed from Tuesday 25 June 2024 to Friday 28 June 2024 (both days inclusive) during which period no share transfers will be effected. In order to determine the identity of the Shareholders who are entitled to attend the Company’s forthcoming annual general meeting all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong Computershare Hong Kong Investor Services Limited at Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong for registration not later than 4 : 30 p.m. on Monday 24 June 2024.Notes: 1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. For the avoidance of doubt holders of treasury shares (if any) shall abstain from voting at the AGM of the Company. 2. To be valid the proxy form together with any power of attorney or other authority (if any) under which it is signed or a certified copy thereof must be deposited with the Hong Kong branch share registrars of the Company Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wan Chai Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.This proxy form is published on the websites of the Company at www.kaisun.hk and HKEXnews at www.hkexnews.hk. 3. With regard to item no. 2 in this notice the board of directors of the Company proposes that the retiring Directors namely Mr. Liew Swee Yean Dr. Wong Yun Kuen and Mr. Yang Yongcheng be re-elected as directors of the Company. Biographical details of these directors are set out in Appendix II to the Company’s circular dated 5 June 2024. 4. An explanatory statement as required by the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited in connection with the proposed repurchase mandate as ordinary resolution in item 5 above is set out in Appendix I to the Company’s circular dated 5 June 2024. 5. As at the date of this notice the board of directors of the Company comprises two executive directors namely Mr. CHAN Nap Kee Joseph and Mr. YANG Yongcheng and three independent non-executive directors namely Mr. LIEW Swee Yean Dr. WONG Yun Kuen and Mr. WU Zheng.– 5 –As of the date of this notice the executive Directors are Mr. Chan Nap Kee Joseph and Mr.Yang Yongcheng. The independent non-executive Directors are Mr. Liew Swee Yean Dr.Wong Yun Kuen and Mr. Wu Zheng. This notice for which the Directors collectively and individually accept full responsibility includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) for at least seven days after the date of its publication and on the website of the Company (www.kaisun.hk).–6–