Design Capital Limited — Proxy Solicitation & Information Statement 2020

Nov 13, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

Design Capital Limited 設計 都 會有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1545)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting of Design Capital Limited (the ‘‘Company’’) will be held at 130 Joo Seng Road #07-05 Singapore 368357 on Monday, 30 November 2020 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

‘‘THAT:

• (a) the First Amendment Agreement dated 8 September 2020 and entered into between Target Marketing Systems, Inc. (an indirect subsidiary of the Company) and The Realty Associates Fund XII Portfolio, L.P., pursuant to which the parties have agreed to amend certain terms of the lease agreement (‘‘Lease Agreement’’) dated 26 August 2019 and entered into between Target Marketing Systems, Inc. and TA Realty, LLC, the terms thereof and the transactions contemplated thereunder, a copy of which marked ‘‘A’’ has been produced at the meeting and signed by a director of the Company for identification purpose, be and hereby approved, confirmed and ratified; and

• (b) any one Director of the Company be and is hereby authorised to take such actions and execute such documents as he may consider necessary or desirable to carry out and complete the transactions contemplated under the First Amendment Agreement and the Lease Agreement (as amended and supplemented by the First Amendment Agreement).’’

On Behalf of the Board Design Capital Limited Goon Eu Jin Terence Chairman and Executive Director

Hong Kong, 13 November 2020

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Registered Office:

Cricket Square, Hutchins Drive, PO Box 2681 Grand Cayman, KY1-1111, Cayman Islands

Principal Place of Business and Headquarters in Singapore: 130 Joo Seng Road, #07-05, Singapore 368357

Principal Place of Business in Hong Kong: Level 54

Hopewell Centre 183 Queen’s Road East, Hong Kong

Notes:

1. The resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 10:00 a.m. on Saturday, 28 November 2020) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. The register of members of the Company will not be closed for the purpose of ascertaining the right of shareholders of the Company to attend and vote at the forthcoming Extraordinary General Meeting to be held on Monday, 30 November 2020. However, in order to qualify for attending and voting at the forthcoming Extraordinary General Meeting, all transfers documents accompanied by the relevant share certificates must be deposited with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 24 November 2020.

5. Considering the outbreak of the novel coronavirus (COVID-19), certain measures will be implemented at the Extraordinary General Meeting with a view to addressing the risk to attendees of infection, including the following:

6. a) all attendees will be required to undergo body temperature check;

7. b) all attendees will be required to complete a health declaration form, which may be used for contact tracing, if required;

8. c) any attendees who are subject to health quarantine prescribed by the Government of Singapore will not be admitted to the venue of the Extraordinary General Meeting;

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• d) all attendees will be required to wear surgical face masks throughout the Extraordinary General Meeting;

• e) each attendee will be assigned a designated seat at the time of registration to ensure social distancing;

• f) any person who does not comply with the measures above may be denied entry into, or be required to leave, the venue of the Extraordinary General Meeting;

• g) no refreshments or beverages will be provided, and there will be no corporate gifts.

• The Company reminds Shareholders that they should carefully consider the risks of attending the Extraordinary General Meeting, taking into account their own personal circumstances. The Company would like to remind Shareholders that physical attendance in person at the Extraordinary General Meeting is not necessary for the purpose of exercising their voting rights and strongly recommends that Shareholders appoint the Chairman of the Extraordinary General Meeting as their proxy and submit their form of proxy as early as possible. In light of the risks posed by the COVID-19, the Company strongly encourages Shareholders NOT to attend the Extraordinary General Meeting in person.

• The Company will keep the evolving COVID-19 situation under review and may implement additional measures (which it will announce closer to the date of the Extraordinary General Meeting).

As at the date of this announcement, the Board comprises Goon Eu Jin Terence, Wee Ai Quey and Ong Ciu Hwa as executive Directors, Kho Chuan Thye Patrick and Lim Sooi Kheng Patrick as non-executive Directors, and Lim Boon Cheng, Ng Chee Kwong, Colin and Wee Kang Keng as independent non-executive Directors.

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