Deson Development International Holdings Limited — Proxy Solicitation & Information Statement 2018

Jul 13, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Deson Development International Holdings Limited , you should at once hand this circular together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

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

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DESON DEVELOPMENT INTERNATIONAL HOLDINGS LIMITED 迪臣發展國際集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 262)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 11th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Monday, 20 August 2018 at 11:00 a.m. (or so soon thereafter as the annual general meeting of Deson Construction International Holdings Limited convened for 10:30 a.m. on the same date shall have been concluded or adjourned) or any adjourned meeting hereof to approve matters referred to in this circular is set out in Appendix III to this circular. A form of proxy for use by the shareholders of the Company at the AGM is enclosed herein.

Whether or not you are able or intend to attend the AGM, you are requested to complete and return the enclosed form of proxy to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

• For identification purpose only

16 July 2018

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandate to Issue Shares	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
4.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . .		5
5.	AGM . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Voting by Poll at General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
7.	Closure of Register of Members. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Responsibility Statement . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Recommendation . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I – Explanatory Statement .		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II – Biographies of Directors		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix III – Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .			18

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms and expressions have the following meanings:

“AGM”

• the annual general meeting of the Company to be held at 11th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong, on Monday, 20 August 2018 at 11:00 a.m. (or so soon thereafter as the annual general meeting of DCIHL convened for 10:30 a.m. on the same date shall have been concluded or adjourned) or any adjournment thereof;

• “associate” or “close associate(s)” has the meaning as defined in the Listing Rules; “Board” the board of Directors; “Bye-Laws” the bye-laws of the Company (as amended from time to time);

• “Company” Deson Development International Holdings Limited（迪 臣發展國際集團有限公司*）, and exempted company incorporated in Bermuda with limited liability and the shares of which are listed on the main board of the Stock Exchange (Stock Code: 262);

“Core Connected Person”	has the meaning as defined in the Listing Rules;
“DCIHL”	Deson Construction International Holdings Limited, an
	exempted company incorporated in the Cayman Islands
	with limited liability and in which the Company is
	interested in approximately 31.18% of its issued share
	capital, the shares of which are listed on GEM;
“Directors”	the directors of the Company;
“GEM”	the Growth Enterprise Market of the Stock Exchange;
“GEM Listing Rules”	The Rules governing the Listing of Securities on the
	GEM;
“Group”	the Company and its subsidiaries;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“HK$”	HK dollars, the lawful currency in Hong Kong;

• For identification purpose only

– 1 –

DEFINITIONS

• “Issue Mandate”

• the general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all the power to allot, issue and otherwise deal with Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the resolution granting such mandate (such mandate to be extended to Shares with the nominal amount of any Shares repurchased by the Company pursuant to the Repurchase Mandate);

• “Latest Practicable Date” Wednesday, 11 July 2018, being the latest practicable date for ascertaining certain information included in this circular;

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange;

• “PRC”

• the People’s Republic of China;

• “Repurchase Mandate”

• the general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase Shares on the Stock Exchange with an aggregate nominal amount up to 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of the resolution granting such mandate;

• “SFO”

• Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Share(s)”

• share(s) in the issued share capital of the Company;

• “Shareholders”

• holders of Shares;

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited; and

• “Takeovers Code”

• the Code on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission.

– 2 –

LETTER FROM THE BOARD

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DESON DEVELOPMENT INTERNATIONAL HOLDINGS LIMITED 迪臣發展國際集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 262)

Executive Directors:

Mr. Lu Quanzhang (Chairman) Mr. Tjia Boen Sien (Managing Director & Deputy Chairman)

Mr. Wang Jing Ning Mr. Tjia Wai Yip, William

Independent non-executive Directors:

Dr. Ho Chung Tai, Raymond Ir Siu Man Po Mr. Siu Kam Chau

Registered office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal place of business in Hong Kong: 11th Floor, Nanyang Plaza 57 Hung To Road, Kwun Tong Kowloon Hong Kong 16 July 2018

To the Shareholders

Dear Sirs,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the above proposed matters which include, inter alia, (i) the grant of the Issue Mandate and Repurchase Mandate; (ii) the proposed re-election of retiring Directors, and (iii) to send you the notice of the AGM.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 15 August 2017, a general and unconditional mandate was given by the Shareholders to the Directors to exercise the powers of the Company to allot, issue and deal with Shares. Such mandate would lapse on the earliest of: (i) the conclusion of the forthcoming annual general meeting of the Company; (ii) the expiration of the period within which the forthcoming annual general meeting of the Company is required by the Bye-Laws or any applicable laws of Bermuda to be held; or (iii) the revocation or variation of the authority by an ordinary resolution of the Shareholders in general meeting. In order to ensure that the flexibility and discretion be given to the Directors in the event that it becomes desirable to allot, issue and deal with Shares of the Company, approval is being sought from the Shareholders for the granting of the Issue Mandate to the Directors to allot, issue and deal with Shares up to a maximum of 20 per cent. of the total nominal amount of the share capital of the Company in issue as at the date of the passing of the ordinary resolution set out as resolution numbered 6(A) in the notice convening the AGM and adding to such general mandate any Shares representing the aggregate nominal amount of the Shares repurchased by the Company under the Repurchase Mandate. If the resolution is passed and no Share is repurchased by the Company, exercise in full of the Issue Mandate (on the basis of 977,880,400 Shares in issue at the Latest Practicable Date) would result in up to 195,576,080 new Shares being allotted, issued and dealt with by the Company. The authority granted under the Issue Mandate to the Directors will be valid until (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable law to be held; or (iii) the date on which the authority given under the Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting (whichever is the earliest).

3. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 15 August 2017, a general and unconditional mandate was given by the Shareholders to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse on the earliest of: (i) the conclusion of the forthcoming annual general meeting of the Company; (ii) the expiration of the period within which the forthcoming annual general meeting of the Company is required by the Bye-Laws or any applicable laws of Bermuda to be held; and (iii) the revocation or variation of the authority by an ordinary resolution of the Shareholders in general meeting. A resolution to grant the Directors the Repurchase Mandate will be proposed at the AGM to enable the Directors to exercise the powers of the Company to repurchase its own issued and fully paid Shares up to a maximum of 10 per cent. of the share capital of the Company in issue as at the date of the passing of the ordinary resolution set out as resolution numbered 6(B) in the notice convening the AGM. The authority granted under the Repurchase Mandate to the Directors will be valid until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable law to be held; or (iii) the date on which the authority given under the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting

– 4 –

LETTER FROM THE BOARD

(whichever is the earliest). The notice convening the AGM is set out in Appendix III to this circular. The Company at present has no immediate plan to exercise the Repurchase Mandate.

An explanatory statement as required by the Listing Rules to provide the requisite information on the Repurchase Mandate is set out in Appendix I to this circular.

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

The Company has stated in the annual report of the Company for the year ended 31 March 2018 that the Directors retiring by rotation are Mr. Tjia Boen Sien (executive Director), Mr. Wang Jing Ning (executive Director) and Mr. Siu Kam Chau (independent non-executive Director), who are willing to put themselves up for re-election at the AGM.

Mr. Siu has confirmed that he meet the independent requirements set out in Rule 3.13 of the Listing Rules. Mr. Siu has the relevant experience in accounting field and has a deep understanding of the Group’s operation. Based on the above, the Board believes that Mr. Siu is independent of the Group and will continue to make contribution to the Company if re-elected. Relevant details of each of Directors proposed to be re-elected at the AGM are set out in Appendix II to this circulate.

Bye-Law 89 of the Bye-Laws provides that no person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting, unless notice in writing of the intention to propose that person for election as a Director, signed by a Shareholder (other than the person to be proposed for election as a Director) duly qualified to attend and vote at the meeting for which such notice is given, and a notice in writing signed by that person of his willingness to be elected shall have been lodged with the Company. The minimum length of the period during which such notices are given shall be at least seven days and the period for lodgment of such notices shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such meeting.

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director at the AGM, notice of his intention to propose such person for election as a Director and the notice executed by the nominee of his willingness to be elected must be validly served at the principal place of business of the Company at 11th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong on or before 11:00 a.m. on 13 August 2018.

If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the publication of the notice of the AGM, the Company will publish an announcement to inform Shareholders of the biographical details of the additional candidate proposed.

Details of the biographies of each of the Directors who have offered themselves for re-election are set out in Appendix II to this circular.

– 5 –

LETTER FROM THE BOARD

5. AGM

A notice of the AGM is set out in Appendix III to this circular.

A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you are able or intend to attend the AGM, you are requested to complete and return the enclosed form of proxy to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

6. VOTING BY POLL AT GENERAL MEETINGS

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where there chairman of the meeting, in good faith and in compliance with the Listing Rules, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, pursuant to Bye-Law 69, each resolution set out in the notice to the AGM which is put to vote at the AGM shall be decided by poll. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.deson.com as soon as possible after the conclusion of the AGM.

7. CLOSURE OF REGISTER OF MEMBERS

• (a) The register of members of the Company will be closed from 15 August 2018 to 20 August 2018, both days inclusive. During this period, no transfer of Shares will be registered. In order to attend and vote at the AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 14 August 2018.

• (b) The register of members of the Company will be closed from 27 August 2018 to 29 August 2018, both days inclusive, and the proposed final dividend is expected to be paid on 14 September 2018. The payment of dividends shall be subject to the approval of the Shareholders at the AGM. In order to be qualified for the proposed final dividend, unregistered Shareholders should deliver Share certificates together with transfer documents to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 24 August 2018.

– 6 –

LETTER FROM THE BOARD

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and believe the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

9. RECOMMENDATION

The Directors consider that (i) the proposed grant of the Issue Mandate and the Repurchase Mandate; and (ii) the proposed re-election of retiring Directors in each case as described in this circular, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

By Order of the Board Deson Development International Holdings Limited Tjia Boen Sien

Managing Director and Deputy Chairman

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

The Listing Rules permit companies with primary listing on the Stock Exchange to repurchase their fully paid-up Shares on the Stock Exchange subject to certain restrictions.

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the grant of the Repurchase Mandate.

1. REASONS FOR REPURCHASE MANDATE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or the earnings per Share of the Company and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. The Directors have no present intention to repurchase any of the securities of the Company.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 977,880,400 Shares of HK$0.10 each.

Subject to the passing of the resolution approving the Repurchase Mandate, and assuming no Shares will be issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 97,788,040 Shares.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye-Laws and the applicable laws of Bermuda. Bermuda law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of the capital paid up on the relevant Shares, or out of funds of the Company otherwise available for dividend or distribution or the proceeds of a new issue of Shares made for such purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company otherwise available for dividend or distribution or out of the share premium or contributed surplus accounts of the Company.

If the Repurchase Mandate were exercised in full, there might be a material adverse effect on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 March 2018). However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

4. DIRECTORS DEALINGS AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any Shares under the Repurchase Mandate if such is approved by the Shareholders.

No Core Connected Persons of the Company have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries or have undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date were as follows:–

	Trading price	Trading price
	per Share
	Highest	Lowest
	HK$	HK$
2017
July	0.305	0.250
August	0.280	0.260
September	0.310	0.250
October	0.300	0.250
November	0.280	0.250
December	0.280	0.260
2018
January	0.310	0.265
February	0.290	0.248
March	0.285	0.260
April	0.285	0.260
May	0.320	0.270
June	0.305	0.265
July (up to the Latest Practicable Date)	0.285	0.260

6. SHARE REPURCHASES MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company had not repurchased any Shares on the Stock Exchange.

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

7. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of Bermuda.

8. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) could, depending on the level of increase of the Shareholder’s interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Sparta Assets Limited (“ Sparta Assets ”), which was wholly owned by Mr. Tjia Boen Sien (“ Mr. Tjia ”), our Managing Director and executive Director, was directly interested in 349,935,000 Shares representing approximately 35.79% of the issued share capital in the Company as at the Latest Practicable Date, Mr. Tjia also had direct personal interest in 68,661,600 Shares, representing approximately 7.02% of the issued share capital in the Company as at the Latest Practicable Date.

In the event that the Repurchase Mandate was exercised in full by the Company, the aggregate percentage shareholding of Sparta Assets and Mr. Tjia in the Company would increase from approximately 42.81% to approximately 47.56%. Such increases would give rise to an obligation to Sparta Assets and Mr. Tjia to make a mandatory offer under Rule 26 of the Takeovers Code. Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases made pursuant to the Repurchase Mandate.

The Directors have no present intention to exercise the Repurchase Mandate to such extent as would result in a mandatory offer obligation being imposed on any Shareholders or cause the public float to fall below 25% of the issued share capital of the Company or such other minimum percentage as prescribed by the Listing Rules from time to time.

– 10 –

BIOGRAPHIES OF DIRECTORS

APPENDIX II

The following are the biographies of each of the retiring Directors proposed to be re-elected at the AGM:

EXECUTIVE DIRECTORS

Mr. TJIA Boen Sien (“Mr. Tjia”) , aged 74, is one of the co-founders of the Group. Mr. Tjia was appointed as a director of the Company in September 1993 and is currently the Managing Director and Deputy Chairman of the Company. Mr. Tjia is the member of remuneration and the member of nomination of the Board. Mr. Tjia is responsible for the overall corporate strategy and the daily operations of the Group, including business development and overall management. Mr. Tjia is well respected and has established connections in the PRC construction industry through his extensive experience. Mr. Tjia has over 35 years’ experience in the construction industry in the PRC and Hong Kong. Mr. Tjia graduated from chemistry studies at the Huaqiao University（華僑大學）in the PRC in July 1966. Mr. Tjia was admitted as member of The Chartered Institute of Building in November 1996 and is a professional member of The Royal Institution of Chartered Surveyors since October 2002. Mr. Tjia is previously served as the vice chairman and honourable member of Zhan Tian You Civil Engineering Science and Technology Development Fund Management Committee（詹天佑土木工程科學技術發展基金管理委員會）.

As at Latest Practicable Date, Mr. Tjia beneficially owned (i) 68,661,600 shares representing approximately 7.02% of the existing issued share capital of the Company; (ii) 349,935,000 shares in Sparta Assets Limited (“ Sparta Assets ”), the single largest shareholder of the Company and is wholly owned by Mr. Tjia; and (iii) 22,887,200 shares in DCIHL, an associated corporation. Sparta Assets also directly beneficially owned 26,645,000 shares in DCIHL, an associated corporation, and beneficially owned 349,935,000 shares in the Company, representing approximately 35.79% of the existing issued share capital of the Company. By virtue of the SFO, Mr. Tjia is interested and deemed to be interested in 361,302,068 shares in DCIHL, an associated corporation, (being the aggregate of (1) his direct beneficial interest of 22,887,200 shares; (2) 26,645,000 shares held by Sparta Assets; and (3) 311,769,868 shares indirectly owned by the Company (through Deson Development Holdings Limited which Sparta Assets is also deemed to be interested in) as at the Latest Practicable Date. Save as disclosed above and except Mr. Tjia and Mr. Tjia Wai Yip, William, the executive Director of the Company, who are father and son, Mr. Tjia does not have any relationship with any other Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company or any other interest in the Shares within the meaning of Part XV of the SFO.

As at the Latest Practicable Date, no service contract had been entered into between the Company and Mr. Tjia. No term has been fixed or proposed for his length of service with the Company. Mr. Tjia will be subject to retirement by rotation at least once every three years. Mr. Tjia will be entitled to an annual salary of HK$2,040,000, which is determined by the Board with reference to his duties and responsibilities with the Company and an annual discretionary bonus of such an amount to be determined by the Board from time to time with reference to the financial results of the Company and on his performance. Save as disclosed above, Mr. Tjia is not entitled to any other emoluments.

– 11 –

BIOGRAPHIES OF DIRECTORS

APPENDIX II

Mr. Tjia is the Chairman of DCIHL, the associated corporation of the Company. Save as disclosed, Mr. Tjia did not have any other directorship held in listed public companies in the last three years.

Mr. Tjia was a director of the following companies, which were dissolved or wound-up (but not due to member’s voluntary winding-up) with details as follows:

	Principal
	business activity
	immediately	Date of
	before	dissolution or
Name of company	dissolution	winding-up	Details
Fitness Concept	Investment	30 June 2005	This was a Cayman
International Holdings	holding		Islands incorporated
Limited			company. Mr. Tjia
			confirmed that is was
			solvent and inactive at
			the time of such
			company’s application
			to being struck off
			from the registrar of
			companies in the
			Cayman Islands and
			subsequently dissolved.
W & D Joint Venture	Never carried	19 December	These were Hong Kong
Limited	on/ceased	2008	incorporated companies
	business		de-registered under
			section 291AA of the
			Predecessor Companies
			Ordinance and
			accordingly dissolved
			upon de-registration
			(Note 1).
Deson – IEE Limited		17 July 2009
Deson – IES Engineering		17 July 2009
Limited
Bless Honour Limited		31 July 2009
Capital Mind Securities		18 June 2010
Limited
Pacific Chest Limited		20 August 2010
Lucky Pacific (Asia)		3 May 2013
Development Limited

– 12 –

BIOGRAPHIES OF DIRECTORS

APPENDIX II

Principal business activity immediately Date of before dissolution or Name of company dissolution winding-up Details Lucky Pacific Industries 3 May 2013 Limited Leadtrade Development 15 November Limited 2013 Link Systems Limited 4 July 2014 健逸企業管理顧問（深圳）有限 Management 19 November This was a PRC 公司 (Jianyi Enterprise consultation 2012 established limited Management services liabilities company, Consultation (Shenzhen) which is a wholly Co., Ltd.) foreign-owned enterprise. It was dissolved upon the expiry of the operation term as set out in its business certificate. Billion Hope Holdings Contracting 2 February 2010 This was a Hong Kong Limited (“ Billion works in incorporated company Hope* ”) building which was compulsory industry wound-up by our subsidiary, Deson Development Limited (Note 2) .

Notes:

• (1) Under section 291AA of the Predecessor Companies Ordinance, an application for deregistration can only be made if (a) all the members of such company agreed to such deregistration; (b) such company has never commenced business or operation, or has ceased to carry on business or ceased operation for more than three months immediately before the application; and (c) such company has no outstanding liabilities.

• (2) Billion Hope was a joint venture company owned as to approximately 70% by Deson Development Limited and 30% by a third party and its principal business was performing certain contracting works. Due to the breaking down of relationship with the joint venture partner, Deson Development Limited paid certain suppliers of Billion Hope directly on behalf of Billion Hope when it was unable to and eventually, after completion of a project, Deson Development Limited made a petition in 2005 to the courts of Hong Kong for the compulsory winding-up of Billion Hope in order to recover the repayment of such unpaid amounts owed to Deson Development Limited by Billion Hope.

• For identification purpose only

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BIOGRAPHIES OF DIRECTORS

APPENDIX II

Mr. Tjia confirmed that there is no wrongful act on his part leading to the above dissolutions and winding-up and he is not aware of any actual or potential claim has been or will be made against him as a result of the dissolutions and winding-up of these companies.

Save as disclosed above, there is no other matter in relation to the re-election of Mr. Tjia that needs to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

Mr. WANG Jing Ning (“Mr. Wang”) , aged 62, is an executive Director of the Company since September 1993. He is also a director of various main operating subsidiaries of the Group, among others, Deson Ventures (HK) Limited, Winsome Properties Limited and Honour Advance Limited. Mr. Wang has over 38 years’ experience in hotel management and construction engineering in Mainland China and Hong Kong. He is responsible for managing the Group’s projects in Mainland China.

As at the Latest Practicable Date, Mr. Wang and his associate were interested in 26,429,400 Shares representing approximately 2.70% of the existing issued share capital of the Company. Save as disclosed, Mr. Wang does not have any relationship with any other Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company or any other interest in the Shares within the meaning of Part XV of the SFO.

As at the Latest Practicable Date, no service contract had been entered into between the Company and Mr. Wang. No term has been fixed or proposed for his length of service with the Company. Mr. Wang will be subject to retirement by rotation at least once every three years. Mr. Wang will be entitled to an annual salary of HK$1,440,000 which is determined by the Board with reference to his duties and responsibilities with the Company and an annual discretionary bonus of such an amount to be determined by the Board from time to time with reference to the financial results of the Company and on his performance. Save as disclosed above, Mr. Wang is not entitled to any other emoluments.

Mr. Wang did not have any other directorship held in listed public companies in the last three years.

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BIOGRAPHIES OF DIRECTORS

APPENDIX II

Mr. Wang was a director of the following companies, which were dissolved or wound-up (but not due to member’s voluntary winding-up) with details as follows:

	Principal
	business activity
	immediately	Date of
	before	dissolution or
Name of company	dissolution	winding-up	Details
Goodear Trading Co.,	Never carried	14 December	These were Hong Kong
Limited	on/ceased	2007	incorporated companies
	business		de-registered under
			section 291AA of the
			Predecessor Companies
			Ordinance and
			accordingly dissolved
			upon de-registration
			(Note 1).
Hambo Development		21 December
Limited		2007
Solink Development		21 December
Limited		2007
Toplite Development		24 October 2008
Limited
Deson – IEE Limited		17 July 2009
Deson – IES Engineering		17 July 2009
Limited
Bless Honour Limited		31 July 2009
Lucky Pacific (Asia)		3 May 2013
Development Limited
Lucky Pacific Industries		3 May 2013
Limited
Billion Hope	Contracting work	2 February 2010	This was a Hong Kong
	in building		incorporated company
	industry		which was compulsory
			wound-up by our
			subsidiary, Deson
			Development Limited
			(Note 2).

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BIOGRAPHIES OF DIRECTORS

APPENDIX II

Notes:

• (3) Under section 291AA of the Predecessor Companies Ordinance, an application for deregistration can only be made if (a) all the members of such company agreed to such deregistration; (b) such company has never commenced business or operation, or has ceased to carry on business or ceased operation for more than three months immediately before the application; and (c) such company has no outstanding liabilities.

• (4) Billion Hope was a joint venture company owned as to approximately 70% by Deson Development Limited and 30% by a third party and its principal business was performing certain contracting works. Due to the breaking down of relationship with the joint venture partner, Deson Development Limited paid certain suppliers of Billion Hope directly on behalf of Billion Hope when it was unable to and eventually, after completion of a project, Deson Development Limited made a petition in 2005 to the courts of Hong Kong for the compulsory winding-up of Billion Hope in order to recover the repayment of such unpaid amounts owed to Deson Development Limited by Billion Hope.

Mr. Wang confirmed that there is no wrongful act on his part leading to the above dissolutions and winding-up and he is not aware of any actual or potential claim has been or will be made against him as a result of the dissolutions and winding-up of these companies.

Save as disclosed above, there is no other matter in relation to the re-election of Mr. Wang that needs to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. SIU Kam Chau (“Mr. Siu”) , aged 53, is an independent non-executive Director of the Company since March 2014. He is also the Chairman of the Audit Committee, the Chairman of the Remuneration Committee and the member of the Nomination Committee of the Board. Mr. Siu graduated from the City University of Hong Kong with a bachelor’s degree in Accountancy. He is a fellow of the Association of Chartered Certified Accountant and the Hong Kong Institute of Certified Public Accountants. He is also a Certified Public Accountant (practicing) in Hong Kong. Mr. Siu has over 28 years of working experience in auditing, accounting, company secretarial and corporate finance.

As at the Latest Practicable Date, Mr. Siu did not hold any Share of the Company. Save as disclosed, Mr. Siu did not have any relationship with any other Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company or any other interest in the Shares within the meaning of Part XV of the SFO.

As at the Latest Practicable Date, no service contract had been entered into between the Company and Mr. Siu. No term has been fixed or proposed for his length of service with the Company. Mr. Siu will be subject to retirement by rotation at least once every three years. Mr. Siu will be entitled to an annual salary of HK$120,000 which is determined by the Board with reference to his duties and responsibilities with the Company. Save as disclosed above, Mr. Siu is not entitled to any other emoluments.

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BIOGRAPHIES OF DIRECTORS

APPENDIX II

Mr. Siu is also the executive director an independent non-executive director of the following listed public companies in the last three years:

Executive Director

Company Name	Stock Code	Period
Power Financial Group Limited	397	October 2011 to
(formerly known as Jun Yang		February 2016
Financial Holdings Limited)

Currently Mr. Siu is an Independent non-executive Director of Wang On Group Limited, (Stock Code: 1222)

Save as disclosed above, there is no other matter in relation to the re-election of Mr. Siu that needs to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

==> picture [37 x 34] intentionally omitted <==

DESON DEVELOPMENT INTERNATIONAL HOLDINGS LIMITED 迪臣發展國際集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 262)

NOTICE IS HEREBY GIVEN that an annual general meeting (“ AGM ”) of Deson Development International Holdings Limited (the “ Company ”) will be held at 11th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon, Hong Kong on Monday, 20 August 2018 at 11:00 a.m. (or so soon thereafter as the annual general meeting of Deson Construction International Holdings Limited convened for 10:30 a.m. on the same date shall have been concluded or adjourned) for the following purposes:

• (1) To receive and adopt the audited consolidated financial statements and the reports of directors and auditors of the Company for the year ended 31 March 2018;

• (2) To approve the payment of a final dividend for the year ended 31 March 2018 of HK0.5 cent per share;

• (3) (A) To consider the re-election of Mr. Tjia Boen Sien as executive Director of the Company;

• (B) To consider the re-election of Mr. Wang Jing Ning as an executive Director of the Company;

• (C) To consider the re-election of Mr. Siu Kam Chau as an independent non-executive director of the Company;

• (4) To authorise the board of Directors of the Company to fix the remuneration of the Directors of the Company;

• (5) To consider the re-appointment of Ernst & Young as the auditors of the Company and to authorise the board of Directors of the Company to fix their remuneration;

• (6) As special business, to consider and, if thought fit, to pass, with or without modification, the following resolutions as ordinary resolutions:

• (A) “ THAT :

  • (a) subject to paragraph (c) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue or deal with additional shares in the share capital of the Company or securities

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

convertible into such shares or options, warrants or similar rights to subscribe for any such shares or such convertible securities and to make or grant offers, agreements and options which might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorize the Directors of the Company during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital to be allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph below), (ii) the exercise of the subscription rights or conversion rights under the terms or any warrants issued by the Company or any securities which are convertible into shares of the Company and from time to time outstanding, (iii) the exercise of any options granted under the share option scheme or similar arrangement for the time being adopted for the grant or issue to (amongst others) officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company in force from time to time, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

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

(B) “ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (“ Recognised Stock Exchange ”), subject to and in accordance with all applicable laws and regulations of Bermuda, the bye-laws of the Company and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other applicable requirements of any Recognised Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares which the Company may be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution:

• “ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:

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

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; and

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

(C) “ THAT

subject to the passing of the resolutions set out in items 6(A) and 6(B) in the notice convening this meeting, the aggregate nominal amount of the share capital of the Company which has been purchased by the Company pursuant to the authority granted to the directors of the Company under the resolution set out in item 6(B) of the said notice shall be added to the aggregate nominal amount of share capital of the Company that may be allotted, issued and dealt with by the directors of the Company pursuant to the resolution set out in item 6(A) of the said notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.”

By Order of the Board Deson Development International Holdings Limited Tjia Boen Sien Managing Director and Deputy Chairman

Hong Kong, 16 July 2018

Registered office in Bermuda: Principal place of business: Canon’s Court 11th Floor, Nanyang Plaza 22 Victoria Street 57 Hung To Road, Kwun Tong Hamilton HM12 Kowloon Bermuda Hong Kong

Notes:

1. Any Shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the Shareholder to speak at the AGM. A proxy need not be a Shareholder of the Company. A Shareholder who is the holder of 2 or more Shares may appoint more than one proxy to represent him and vote on his behalf at the AGM.

2. A form of proxy for use at the AGM is enclosed. In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting thereof.

3. Completion and delivery of the form of proxy will not preclude a Shareholder of the Company from attending and voting in person at the AGM or any adjournment thereof should such Shareholder so wishes, and in such event, the instrument appointing a proxy shall be deemed revoked.

– 21 –

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint holders of any share of the Company, any one of such joint holder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled to vote, but if more than one of such joint holders are present at the AGM, the most senior holder shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand first on the register of Shareholders of the Company in respect of the joint holding.

2. (a) The register of members of the Company will be closed from 15 August 2018 to 20 August 2018, both days inclusive. During this period, no transfer of Shares will be registered. In order to attend and vote at the AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 14 August 2018.

3. (b) The register of members of the Company will be closed from 27 August 2018 to 29 August 2018, both days inclusive, and the proposed final dividend is expected to be paid on 14 September 2018. The payment of dividends shall be subject to the approval of the Shareholders at the AGM. In order to be qualified for the proposed final dividend, unregistered Shareholders should deliver Share certificates together with transfer documents to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 24 August 2018.

4. Pursuant to Bye-Law 69, the above resolutions put to vote at the meeting shall be decided by poll as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

5. If typhoon signal no. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the websites of the Company at www.deson.com and the Stock Exchange at www.hkexnews.hk to notify Shareholders of the Company of the date, time and place of the rescheduled AGM.

– 22 –