Deewin Tianxia Co., Ltd — Proxy Solicitation & Information Statement 2025

Jun 27, 2025

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.

德銀天下股份有限公司

DEEWIN TIANXIA CO.,LTD

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2418)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Deewin Tianxia Co., Ltd (the "Company") will be held at 10:00 a.m. on Monday, 14 July 2025 at 1st Conference Room, 16th Floor, Unit 1, Building 1, Jingwei International Center, Xijin Road, Jingwei New City, Economic and Technological Development Zone, Xi'an City, Shaanxi Province, the PRC to consider and approve the following resolutions. Unless otherwise indicated, capitalized terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular (the "Circular") of the Company dated 27 June 2025:

ORDINARY RESOLUTIONS

1. To consider and approve the proposed appointment of KPMG as the auditors of the Company for the year 2025 under the International Financial Reporting Standards and to authorize the Board to determine their remuneration.

2. To consider and approve the proposed appointment of KPMG Huazhen LLP as the auditors of the Company for the year 2025 under the China Accounting Standards for Business Enterprises and to authorize the Board to determine their remuneration.

3. To consider and approve the proposed adjustment to the remuneration of independent non-executive Directors:

(a) An independent non-executive Director who is ordinarily resident in Hong Kong shall be remunerated at a rate of RMB140,000 per annum (before tax).

(b) An independent non-executive Director who is not ordinarily resident in Hong Kong shall be remunerated at a rate of RMB100,000 per annum (before tax).

By Order of the Board

Deewin Tianxia Co., Ltd

德銀天下股份有限公司

LIU Lulu

Company Secretary

Xi'an, the PRC, 27 June 2025

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Notes:

(1) CLOSURE OF REGISTER OF MEMBERS AND ELIGIBILITY FOR ATTENDING AND VOTING AT THE EGM OF THE COMPANY

Reference is made to the announcement of the Company dated 2 June 2025 in relation to the closure of register of members of H shares of the Company for the EGM. The register of members of H Shares of the Company has been closed from Saturday, 14 June 2025 to Monday, 14 July 2025 (both days inclusive). Holders of H shares and domestic shares of the Company whose names appear on the register of members of the Company at the opening of business on Monday, 14 July 2025 are entitled to attend and vote at the EGM.

In order to attend and vote at the EGM, holders of H shares of the Company shall lodge all transfer documents together with the relevant share certificates with Computershare Hong Kong Investor Services Limited, the Company's H share registrar, at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 13 June 2025.

(2) REGISTRATION PROCEDURES FOR ATTENDING THE EGM

The Shareholder or its proxies shall produce his identification proof. If a corporation Shareholder's legal representative or any other person authorized by the board of directors or other governing body of such corporate Shareholder attends the EGM, such legal representative or other person shall produce his proof of identity, and proof of designation as legal representative and the valid authorization document of the board of directors or other governing body of such corporate shareholder (as the case may be) to prove the identity and authorization of that legal representative or other person.

(3) PROXIES

a. Any Shareholder who is entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his behalf at the EGM. A proxy needs not be a Shareholder. Any Shareholder who wishes to appoint a proxy should first review the form of proxy for use in the EGM.

b. Any Shareholder shall appoint its proxy in writing. The instrument appointing a proxy must be in writing signed under the hand of the appointer or his attorney duly authorized in writing. If the appointer is a body corporate, the instrument shall be affixed with the seal of the body corporate or shall be signed by a director of the body corporate or by attorneys duly authorized. If the instrument is signed by an attorney of the appointer, the power of attorney authorizing the attorney to sign or other documents of authorization must be notarially certified. In order to be valid, the proxy form together with the notarised power of attorney or other authorisation document (if any) must be delivered to the correspondence address designated by the Company for holders of domestic shares not less than 24 hours before the time appointed for the EGM (i.e. 10:00 a.m. on Sunday, 13 July 2025). To be valid, for holders of H Shares, the form of proxy and notarised power of attorney or other documents of authorisation (if any) must be delivered to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the EGM (i.e. 10:00 a.m. on Sunday, 13 July 2025). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof (if any) should they so wish.

(4) THE EGM IS EXPECTED TO LAST FOR HALF A DAY. SHAREHOLDERS ATTENDING THE MEETING ARE RESPONSIBLE FOR THEIR OWN TRANSPORTATION AND ACCOMMODATION EXPENSES.

Designated address of the Company:

16th Floor, Unit 1 Building 1, Jingwei International Centre, Xijin Road, Jingwei New City, Economic and Technological Development Zone, Xi'an City, Shaanxi, the PRC

(Postal code: 710200)

Telephone No: (86) 29 8606 0733

Attention: LIU Lulu

As at the date of this notice, the Board of Directors of the Company comprises Mr. Guo Wancai as Chairman and non-executive Director, Mr. Zhao Peng and Mr. Wang Wenqi as executive Directors, Mr. Tian Qiang, Mr. Zhao Chengjun and Ms. Feng Min as non-executive Directors, and Mr. Li Gang, Mr. Ip Wing Wai and Mr. Yu Qiang as independent non-executive Directors.

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