Deewin Tianxia Co., Ltd — AGM Information 2019

Apr 30, 2019

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CHINA DEVELOPMENT BANK INTERNATIONAL INVESTMENT LIMITED 國開國際投資有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1062)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of China Development Bank International Investment Limited (the “ Company ”) will be held at Suites 4506-4509, Two International Finance Centre, No. 8 Finance Street, Central, Hong Kong on 24 June 2019 at 11:00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements together with the reports of the directors and auditor of the Company for the year ended 31 December 2018.

2. To re-elect retiring directors of the Company and to authorize the board of directors (the “ Board ”) of the Company to fix the remuneration of the directors of the Company (“ Directors ”).

3. To re-appoint, PricewaterhouseCoopers, Certified Public Accountants, as the auditor of the Company and to hold office until the next annual general meeting of the Company, and to authorize the Board to fix their remuneration.

As special business, to consider and, if thought fit, pass with or without modifications the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the general mandate unconditionally given to the Directors to allot, issue and deal with shares in the share capital of the Company (the “ Shares ”), and to make or grant offers, agreements and options in respect thereof including warrants to subscribe Shares, which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved in substitution for and to the exclusion of any existing authority previously granted, subject to the following conditions:

2. (a) the mandate shall not extend beyond the Relevant Period (as defined below), except that the Directors might during the Relevant Period make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

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• (b) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors, otherwise than pursuant to (i) Rights Issue (as defined below), (ii) the exercise of the subscription or conversation rights attaching to the terms of any warrant issued by the Company or any securities which are convertible into Shares, or (iii) any option or similar arrangement for the time being adopted for the grant or issue to the officers, employees, consultants and/or representatives of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares, shall not exceed 20 per cent. of the aggregate nominal value of the share capital of the Company in issue at the date of passing of this Resolution; and

• (c) for the purposes of this Resolution,

“ Relevant Period ” means the period from the date of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the revocation or variation of the mandate given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; or

• (iii) 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 law to be held.

“ Rights Issue ” means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligation under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

1. “ THAT a general mandate be and is hereby unconditionally given to the Directors, in substitution for and to the exclusion of any existing authority previously granted, to exercise all powers of the Company, to repurchase Shares in the share capital of the Company in each case on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the Shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, provided that:

2. (a) the mandate shall not extend beyond the Relevant Period (as defined below);

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• (b) the aggregate nominal amount of shares of the Company to be repurchased by the Company pursuant to the approval in this Resolution shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution; and

• (c) for the purposes of this Resolution,

  • “ Relevant Period ” means the period from the date of this Resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the revocation or variation of the mandate given under this Resolution by ordinary resolution of the shareholders in general meeting; or

  • (iii) 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 law to be held.”

• “ THAT conditional upon the passing of the Resolutions 4 and 5 as set out in the notice of the AGM of which this Resolution forms part, the general mandate granted to the Directors to allot shares pursuant to the said Resolution 4 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the said Resolution 5, provided that such amount shall not exceed 10 per cent. of the share capital of the Company in issue as at the date of passing this Resolution”.

By Order of the Board BAI Zhe Chairman

Hong Kong, 30 April 2019

Principal place of business: Suites 4506-4509

Two International Finance Centre No. 8 Finance Street Central, Hong Kong

Notes:

• (a) Any member entitled to attend and vote at the meeting is entitled to appoint another person as his/her proxy to attend and vote on his/her behalf. A member who is the holder of two or more Shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company. In order to be valid, proxy forms in prescribed form together with the power of attorney or other authority (if any) under which it is signed, or a certified

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copy of such power or authority should be returned to the Company’s Hong Kong branch share registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the AGM or adjournment thereof.

• (b) In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the AGM, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.

• (c) The above resolutions will be put to vote at the above meeting by way of poll.

• (d) In order to determine the identity of the shareholders who are entitled to attend and vote at the forthcoming AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on 18 June 2019. The register of members of the Company will be closed from 19 June 2019 to 24 June 2019 (both dates inclusive), during which period no share transfers will be registered. Shareholders of the Company whose names appear on the register of members of the Company on 24 June 2019 are entitled to attend and vote at the AGM.

• (e) As at the date hereof, the Board is comprised of Mr BAI Zhe as Executive Director; and Mr WANG Xiangfei, Mr SIN Yui Man and Mr FAN Ren Da, Anthony as Independent Non-executive Directors.

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