NOTICE OF 2026 EXTRAORDINARY GENERAL MEETING (INCLUDING THE PROXY STATEMENT)
No. 1, Jalan Perda Jaya, Kawasan Perniagaan Perda Jaya, 14000
NOTICE OF AN EXTRAORDINARY GENERAL MEETING
Notice is hereby given that CCH Holdings Ltd, a Cayman Islands exempted company (the "Company"), will hold an extraordinary general meeting (the "EGM") at the Company's office at No. 1, Jalan Perda Jaya, Kawasan Perniagaan Perda Jaya, 14000, Bukit Mertajam, Pulau Pinang, Malaysia, at 10:00 a.m. (Malaysia Time) on November 03, 2026 (the "Notice").
At the EGM, you will be asked to consider and vote upon the following resolutions:
PROPOSAL 1 - CHANGE OF COMPANY NAME AND ADOPTION OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
(i) at the extraordinary general meeting of the Company held on September 3, 2026 (the "September EGM"), the shareholders of the Company approved, among other things, by special resolutions (a) the deregistration of the Company in the Cayman Islands and the registration of the Company by way of continuation in the British Virgin Islands (the "Redomiciliation"), and (b) the substitution of the Third Amended and Restated Memorandum and Articles of Association of the Company (the "Third Restated MAA") in their entirety by a new Fourth Amended and Restated Memorandum and Articles of Association (the "Fourth Restated MAA", annexed as Annex B to the notice of the September EGM) with effect from the date of registration of the Company in the British Virgin Islands;
(ii) pursuant to the Redomiciliation, the Company is required to be registered under a name that is available for registration in the British Virgin Islands, and the name "CCH Holdings Ltd" has been confirmed by the BVI Registry searches to be in use and unavailable for registration; and
(iii) in order to give effect to the Redomiciliation as approved by the shareholders at the September EGM, the Company is required to adopt and use a new name in the British Virgin Islands in connection with the registration of the Company by way of continuation in the British Virgin Islands.
IT IS RESOLVED, as a special resolution:
THAT the name of the Company be changed from "CCH Holdings Ltd"to"Foodverse Holding Limited" with immediate effect, and the Company be registered in the British Virgin Islands under the name "Foodverse Holding Limited"; and
THAT, subject to the Company's application for continuance into the British Virgin Islands being granted by the BVI Registrar of Corporate Affairs, the Fourth Restated MAA be approved and adopted in the form annexed and marked "Annex A" to this Notice, being identical in all respects to the Fourth Restated MAA approved and adopted at the September EGM save that the name of the Company is updated to "Foodverse Holding Limited" therein, and that any director of the Company be and is hereby authorised to execute and file all documents necessary to give effect to such adoption and the change of name of the Company.
IT IS RESOLVED, as an ordinary resolution:
THAT the chairman of the EGM be authorized to adjourn the EGM (or any adjournment thereof) for the purpose of allowing the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the EGM to pass the special resolutions set forth in Proposal 1 above.
You can find more information about the agenda in the proxy statement accompanying this Notice. We are not aware of any other business to come before the EGM.
The board of directors of the Company has fixed the close of business (Cayman Islands Time) on October 15, 2026 as the record date (the "Record Date") for determining the shareholders entitled to receive notice of, and to attend and vote at, the EGM or any adjourned or postponed meeting thereof. Accordingly, only shareholders of record of the Company at the close of business on the Record Date are entitled to attend and vote at the EGM or at any adjournment that may take place.
If your shares are registered directly in your name with our transfer agent, Transhare Corporation, you are considered, with respect to those shares, the "shareholder of record." This proxy statement has been sent directly to you by us.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in street name. This proxy statement has been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by using the voting instructions included with your proxy materials.
Your vote is important. Whether or not you plan to attend the EGM, we hope that you will vote as soon as possible.
Ashareholder entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote instead of such shareholder at the EGM. A proxy need not be a shareholder of the Company. Any representative of a corporate shareholder attending the EGM would need to produce a letter/board resolutions showing the authorization to represent such shareholder to the Company.
If you plan to attend the EGM, please notify us of your intentions. This will assist us with meeting preparations.
Whether or not you propose to attend the EGM in person, you are strongly advised to complete and return the Proxy Card in accordance with the instructions therein. Returning the Proxy Card will not preclude you from attending the EGM and voting in person if you so wish and in such event the proxy shall be deemed to be revoked.
The Notice of the Extraordinary General Meeting, the Proxy Statement, the Proxy Card are available, through our website at https://www.chickenclaypothouse.com.my and through the website of our transfer agent, Transhare Corporation, at https://www.transhare.com.
Chairman and Chief Executive Officer and
The board of directors of the Company (the "Board of Directors") is soliciting proxies for an extraordinary general meeting (the "EGM") to be held at the Company's office at No. 1, Jalan Perda Jaya, Kawasan Perniagaan Perda Jaya, 14000, Bukit Mertajam, Pulau Pinang, Malaysia, at 10:00 a.m. (Malaysia Time) on November 03, 2026.
The purpose of the EGM is to seek shareholders' approval on the following proposals:
(i) The name of the Company be changed from "CCH Holdings Ltd"to"Foodverse Holding Limited" with immediate effect, and the Company be registered in the British Virgin Islands under such new name; and (ii) subject to the Company's application for continuance into the British Virgin Islands being granted by the BVI Registrar of Corporate Affairs, the Fourth Restated MAA be approved and adopted in the form annexed as Annex A to this Notice, being identical in all respects to the Fourth Restated MAA approved and adopted at the September EGM save that the name of the Company is updated to "Foodverse Holding Limited" therein.
THE BOARD RECOMMENDS A VOTE FOR PROPOSAL NO. 1
The chairman of the EGM be authorized to adjourn the EGM (or any adjournment thereof) for the purpose of allowing the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the EGM to pass the special resolution set forth in Proposal No.1.
THE BOARD RECOMMENDS A VOTE FOR PROPOSAL NO. 2
Our Board of Directors has fixed the close of business (Cayman Islands Time) on October 15, 2026 as the record date (the "Record Date") for determining the shareholders entitled to receive notice of, and to attend and vote at, the EGM or any adjourned or postponed meeting thereof. Accordingly, only shareholders of record of the Company at the close of business on the Record Date are entitled to attend and vote at the EGM or at any adjournment that may take place.
On the Record Date, 17,876,727 Class A ordinary shares and 2,639,000 Class B ordinary shares of the Company were issued and outstanding.
If your shares are registered directly in your name with our transfer agent, Transhare Corporation, you are considered, with respect to those shares, the "shareholder of record." This proxy statement has been sent directly to you by us.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in street name. This proxy statement has been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by using the voting instructions included with your proxy materials.
The quorum required for the EGM consists of one or more shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, who carry in aggregate (or representing by proxy) not less than one-fourth (1/4) of all votes attaching to all shares in issue and entitled to vote at the EGM.
Each Class A ordinary share of the Company in issue on the Record Date is entitled to one (1) vote per share, and each Class B ordinary share of the Company in issue on the Record Date is entitled to one hundred (100) votes per share. Holders of Class A ordinary shares and Class B ordinary shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders.
Proposal 2 to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attached to the ordinary shares of the Company cast by those shareholders entitled to vote who are present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, at the EGM. Proposal 1 to be passed by the shareholders requires the affirmative vote of not less than two-thirds of the votes attached to the ordinary shares of the Company cast by those shareholders entitled to vote who are present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, at the EGM.
The costs of soliciting proxies will be borne by the Company. Proxies may be solicited by certain of the Company's directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names the ordinary shares beneficially owned by others to forward to those beneficial owners.
Whether or not you propose to attend the EGM in person, you are strongly advised to view the proxy materials and submit your completed proxy card online.
IF YOU DECIDE TO VIEW THE PROXY MATERIALS AND SUBMIT YOUR PROXY CARD ONLINE,
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