Please wait

 

 

Fenbo Holdings Ltd

Registered Company No 394572

(the Company)

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

Notice is hereby given that the extraordinary general meeting (the Meeting) of Fenbo Holdings Limited, a Cayman Islands exempted company with limited liability (the Company) will be held at Unit J, 19/F, World Tech Centre, 95 How Ming Street, Kwun Tong, Kowloon, Hong Kong on September 29, 2025 at 10:00 a.m. (local time) for the purpose of, considering and, if thought fit, passing the following proposals of the Company:

 

Proposal 1 – ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION PROPOSAL

 

“RESOLVED, as a special resolution that, the Company adopt the amended and restated memorandum and articles of association (the ARM&A) in its entirety and in substitution for and to the exclusion of the currently effective memorandum and articles of association, the form of which is attached to this notice and the accompany proxy statement as Appendix 1, with immediate effect.”

 

Proposal 2 – CHANGE OF AUTHORISED SHARE CAPITAL PROPOSAL

 

“RESOLVED, as an ordinary resolution that, the authorised share capital of the Company be changed with immediate effect (the Change of Authorised Capital):

 

FROM:US$30,300 divided into 303,000,000 shares comprising 300,000,000 ordinary shares of par value of US$0.0001 each and 3,000,000 preference shares of par value of US$0.0001 each,
  
TO:US$30,300 divided into 303,000,000 shares comprising 285,000,000 class A ordinary shares of par value of US$0.0001 each and 18,000,000 class B ordinary shares of par value of US$0.0001 each.”

 

Proposal 3 – REDESIGNATION OF SHARES PROPOSAL

 

“RESOLVED, as a special resolution that, the shares of the Company be redesignated with immediate effect as follows (the Redesignation):

 

(i)the 8,000,000 issued ordinary shares of par value of US$0.0001 each in the capital of the Company registered in the name of Luxury Max Investments Limited be redesignated as 8,000,000 issued class B ordinary shares of US$0.0001 each (the Class B Ordinary Shares), having the rights and subject to the restrictions set out in the ARM&A;
  
(ii)the remaining 3,062,500 issued ordinary shares of par value of US$0.0001 each in the capital of the Company registered in the names of various shareholders be redesignated as 3,062,500 issued class A ordinary shares of US$0.0001 each (the Class A Ordinary Shares), having the rights and subject to the restrictions set out in the ARM&A;

 

 

 

 

(iii)the 281,937,500 authorised but unissued ordinary shares of par value of US$0.0001 each in the capital of the Company be redesignated as 281,937,500 authorised but unissued Class A Ordinary Shares, having the rights and subject to the restrictions set out in the ARM&A;
  
(iv)the 7,000,000 authorised but unissued ordinary shares of par value of US$0.0001 each in the capital of the Company be redesignated as 7,000,000 authorised but unissued Class B Ordinary Shares, having the rights and subject to the restrictions set out in the ARM&A; and
  
(v)the 3,000,000 authorised but unissued preference shares of par value of US$0.0001 each in the capital of the Company be redesignated as 3,000,000 authorised but unissued Class B Ordinary Shares, having the rights and subject to the restrictions set out in the ARM&A.”

 

All shareholders of the Company at the close of business on September 15, 2025 (the Record Date) are entitled to receive notice of, attend and vote on the matters to be acted on at the Meeting and any adjourned or postponed meeting thereof.

 

By order of the board,

 

Fenbo Holdings Limited

 

/s/ Huang Hongwu  
Name:Huang Hongwu

 

Director

 

Dated ___September 18___ 2025

 

 

 

 

Proxies

 

A member entitled to attend and vote at the meeting may appoint a proxy.

 

A blank proxy form is attached. Please consider carefully the conditions attaching to appointment of a proxy.

 

A proxy form in hard copy must be delivered to VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598 (Attention to: Proxy Team).

 

A proxy form in electronic copy must be delivered to vote@vstocktransfer.com

 

Please see the conditions attaching to the appointment of a proxy for the time of such delivery.

 

Proxy instructions

 

What happens if you do not follow these instructions?

 

1If you do not follow these instructions, any instrument you make appointing a proxy will be invalid.

 

Eligible members

 

2If you are a member entitled to attend and vote at this meeting of the Company, you may appoint a proxy to vote on your behalf. Only registered shareholders whose names are on the register of members of the Company as at the close of business on September 15, 2025, being the Record Date, are entitled to attend and vote at the meeting of the Company.

 

3A proxy need not be a member of the Company.

 

If you complete a proxy form, can you still attend and vote at the meeting?

 

4Completion of the proxy form does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.

 

Multiple proxies

 

5If you are a member entitled to cast two or more votes at the meeting, you may appoint two proxies and may specify the proportion of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy is deemed to exercise half of your votes.

 

Joint shareholders

 

6In the case of jointly held shares, if more than one joint holder purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. For this purpose, seniority will be determined by the order in which the names of the joint holders appear in the register of members (the first-named being the most senior).

 

How to appoint a proxy

 

7If you are an eligible member and a natural person, the appointment of your proxy must be in writing and signed by you or your authorised attorney.

 

 

 

 

8If you are an eligible member and a corporation, the appointment of your proxy must be in writing and executed in any of the following ways: (i) under the corporation’s common seal or (ii) not under the corporation’s common seal but otherwise in accordance with its articles of association.

 

Delivery of proxy form to Company

 

9For an appointment of a proxy to be effective, the following documents must be received by the Company before the time for the holding of the meeting or adjourned meeting at which the proxy proposes to vote:

 

(a)The proxy form;

 

(b)If the proxy form is executed by a corporation otherwise than under its common seal - an extract of its articles that evidences that it may be duly executed in that way; and

 

(c)If the proxy form is signed by your attorney -- the authority under which it was signed or a certified copy of the authority.

 

10Those documents may be delivered in either of the following ways:

 

(a)In the case of hard-copy documents - they must be left at or sent by post to the Company’s registered office or the other place, if any, specified by the Company for the purpose of the meeting.

 

(b)In the case of documents comprised in an electronic record - they must be sent to an address specified by the Company for the purpose of receiving electronic records.

 

11If a poll is to take place within 24 hours after it has been demanded then, in addition to the ways specified in the preceding paragraph, the documents may be delivered to the chairperson or to the Company secretary or to any director at the meeting at which the poll was demanded.

 

 

 

 

Appendix 1

 

Amended and Restated Memorandum and Articles of Association