DL Holdings Group Limited — Proxy Solicitation & Information Statement 2020

Aug 27, 2020

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DL HOLDINGS GROUP LIMITED 德林控股集團有限公司

(formerly known as Season Pacific Holdings Limited)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1709)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be held at Unit 2801, Vertical Square, 28 Heung Yip Road, Wong Chuk Hang, Hong Kong on Tuesday, 29 September 2020 at 2:30 p.m. (or any adjournment thereof)

I/We (note a) of being the holder(s) of (note b) shares (‘‘Shares’’) of HK$0.01 each of DL Holdings Group Limited (formerly known as Season Pacific Holdings Limited) (‘‘Company’’) hereby appoint the chairman of the annual general meeting (‘‘Meeting’’) of the Company or of to act as my/our proxy (note c) at the Meeting to be held at Unit 2801, Vertical Square, 28 Heung Yip Road, Wong Chuk Hang, Hong Kong on Tuesday, 29 September 2020 at 2:30 p.m. and any adjournment thereof and to vote on my/our behalf as directed below. Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.

• ORDINARY RESOLUTIONS FOR (note d) AGAINST (note d)

• 1. To receive and approve the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 31 March 2020
• 1. (a) To re-elect Mr. Chen Ningdi as an executive director of the Company (b) To re-elect Mr. Chan Kwun Wah Derek as a non-executive director of the Company (c) To re-elect Mr. Chang Eric Jackson as an independent non-executive director of the Company (d) To re-elect Mr. Chen Cheng-Lien (also known as Chen Cheng-Lang and Chen Stanley) as an independent non-executive director of the Company

• (e) To re-elect Mr. Liu Chun as an independent non-executive director of the Company (f) To re-elect Ms. Luk Huen Ling Claire as an independent non-executive director of the Company (g) To authorise the board of directors of the Company to fix the remuneration of each of the directors

• 1. To re-appoint Grant Thornton Hong Kong Limited as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration
• 1. additionalTo grant a (i)generalsharesandinunconditionalthe capital ofmandatethe Companyto the directors(‘‘Sharesof’’the); (ii)Companysecuritiesto allot,convertibleissue orintootherwiseShares;dealor with(iii) options, warrants or similar rights to subscribe for any Shares or such convertible securities not exceeding 20% of the total number of issued Shares as at the date of passing such resolution (Ordinary Resolution number 4 of the notice of the Meeting)
• 1. To grant a general mandate to the directors of the Company to purchase the Company’s shares up to 10% of the number of issued shares of the Company as at the date of passing such resolution (Ordinary Resolution number 5 of the notice of the Meeting)
• 1. Conditional upon resolutions numbered 4 and 5 above being passed, to add the number of the shares repurchased by the Company to the general mandate granted to the directors under resolution number 4 (Ordinary Resolution number 6 of the notice of the Meeting)

Dated this day of 2020. Shareholder’s signature x x (notes e to k)

Notes:

• a. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS. The names of all joint registered holders should be stated. b. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the share capital of the Company registered in your name(s).

• c. Ageneralproxymeetingneed not(‘‘beMeetinga member’’) ofofthetheCompanyCompany.orIf’’ andyou insertwish totheappointname andsomeaddresspersonofotherthe personthan theappointedchairmaninofthethespaceMeetingprovided.as yourAproxy,memberpleaseof thedeleteCompanythe wordsentitled‘‘thetochairmanattend andof votethe annualat the Meeting is entitled to appoint in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.

• d. ‘‘IfAgainstyou wish’’. Iftothevoteformfor returnedany of theis resolutionsduly signedsetbutoutwithoutabove,specificplease tickdirection(‘‘P’’on) theanyboxesof themarkedproposed‘‘Forresolutions,’’. If you wishthe proxyto votewillagainstvote oranyabstainof theatresolutions,his discretionpleasein respecttick (‘‘Pof’’all) theresolutions;boxes markedor if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion.

• e. 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 were solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

• f. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g. depositedTo be valid,withthistheformHongofKongproxybranchtogethersharewithregistrarany powerand transferof attorneyofficeor(‘‘otherBranchauthorityRegistrar(if ’’any)) of underthe Company,which itBoardroomis signed orSharea notariallyRegistrarscertified(HK) Limitedcopy ofatsuchRoompower2103B,or 21/F,authority148 mustElectricbe Road North Point Hong Kong not less than 48 hours before the time fixed for holding of the Meeting (i.e. by 2:30 p.m. on 27 September 2020) or any adjournment thereof.

• h. For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from Thursday, 24 September 2020 to Tuesday, 29 September 2020 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the above address by no later than 4:30 p.m. on Wednesday, 23 September 2020.

• i. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• j. Any alteration made to this form should be initialled by the person who signs the form. k. All times and dates specified herein refer to Hong Kong local times and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

• (i) ‘‘Personal Data’’ in these statements has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the ‘‘PDPO’’). (ii) Your supply of the Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy.

(iii) Yourorder Personalor a law enforcementData will notagencybe transferred’s requesttoandotherwillthirdbe retainedparties (otherfor suchthanperiodthe Shareas mayRegistrarbe necessaryof the forCompany)our verificationunless it andis arecordrequirementpurposes.to so do by law, for example, in response to a court

• (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Boardroom Share Registrars (HK) Limited, 2103B, 21/F., 148 Electric Road, North Point, Hong Kong.