DINGYI GROUP INVESTMENT LIMITED — Proxy Solicitation & Information Statement 2017

Dec 28, 2017

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.

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WINFAIR INVESTMENT COMPANY LIMITED 永發置業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 287)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting (“ EGM ”) of Winfair Investment Company Limited (the “ Company ”) will be held at Tang Room I, 3rd Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Tuesday, 30 January 2018 at 9:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as ordinary resolution of the Company (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as defined in the circular of the Company dated 29 December 2017):–

ORDINARY RESOLUTION

“ THAT :

the Disposal of the Properties of YLH Limited, a wholly-owned subsidiary of the Company, the Vendor , to Star Hero Investment Limited, the Purchaser , and the relevant Agreements entered into between the Vendor and the Purchaser in connection with the Disposal (as defined in the circular of the Company dated 29 December 2017) be and are hereby approved, confirmed and ratified and any one director of the Company be and is hereby authorised to do all such acts and things as he considers necessary and to sign and execute all such documents, and to take all such steps which in his opinion may be necessary, appropriate, desirable or expedient for the purpose of giving effect to the Disposal and the relevant Agreements, and complete the transactions contemplated thereunder.”

By Order of the Board of

WINFAIR INVESTMENT COMPANY LIMITED NG Tai Wai

Chairman

Hong Kong, 29 December 2017

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Registered Office: Rooms 501-2, Lee Kiu Building 51 Jordan Road Kowloon

NOTES:

• (1) For the purpose of ascertaining the entitlement of the shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 25 January 2018 to Tuesday, 30 January 2018, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 24 January 2018.

• (2) A shareholder entitled to attend and vote at the EGM or any adjournment thereof is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a shareholder of the Company. In order to be valid, the proxy form must be deposited at the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited, 17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at least 48 hours before the time appointed for holding the EGM or any adjournment thereof. Proxy forms sent electronically or by any other data transmission process will not be accepted.

• (3) A shareholder who is a corporation may by resolution of its Directors or other governing body authorize any of its officials or any other persons to act as its representative in the EGM or any adjournment thereof and exercise the same powers on its behalf as if he had been an individual shareholder of the Company and such corporation shall be deemed to be present in person at any such meeting if a person so authorized is present thereat.

• (4) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the resolution set out in this notice will be decided by poll at the EGM.

• (5) Only coffee or tea will be served at the EGM.

As at the date of this notice, the executive directors of the Company are Mr. Ng Tai Wai and Mr. Ng Tai Yin Victor, the non-executive directors are Mr. So Kwok Leung, Mr. So Kwok Wai Benjamin and Ms. Ng Kwok Fun, the independent non-executive directors are Dr. Loke Yu alias Loke Hoi Lam, Dr. Ng Chi Yeung Simon and Ms. Chan Suit Fei Esther.

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