Duiba Group Limited — Proxy Solicitation & Information Statement 2019

Aug 19, 2019

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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DUIBA GROUP LIMITED 兌吧集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1753)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (“ EGM ”) of Duiba Group Limited (the “ Company ”) will be held at Room 702, Shuyu Building, 98 Wenyi West Road, Xihu District, Hangzhou, China on Monday, 9 September 2019 at 2:00 p.m. for the following purposes:

To consider and, if thought fit, pass with or without amendments, the following resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) the declaration and payment of an interim dividend of RMB9 cents per ordinary share out of the share premium account of the Company (the “ Interim Dividend ”) to the shareholders of the Company whose names appear on the register of members of the Company on 17 September 2019 or such other record date as determined by the directors (the “ Directors ”) of the Company for determining the entitlements to the Interim Dividend be and is hereby approved; and

• (b) the Directors be and are hereby authorised to take such action, do such things and execute such further documents as the Directors may at their absolute discretion consider necessary or desirable for the purpose of or in connection with the payment of the Interim Dividend.”

By Order of the Board Duiba Group Limited Chen Xiaoliang Chairman

Hangzhou, China, 19 August 2019

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Registered Office: Principal Place of Business in Hong Kong: Cricket Square, Hutchins Drive 31/F, Tower Two P.O. Box 2681 Times Square Grand Cayman, KY1-1111 1 Matheson Street Cayman Islands Causeway Bay Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the EGM shall be entitled to appoint one or more proxies (if he is a holder of two or more shares of the Company) to attend and vote in his stead. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the EGM and voting in person should he so wish. In such event, his form of proxy will be deemed to have been revoked.

2. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall standalone be entitled to vote in respect thereof.

3. A form of proxy for the EGM is enclosed. 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 notarially certified copy of such power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time for holding the EGM or any adjourned meeting thereof.

4. To ascertain the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 3 September to 6 September 2019, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 2 September 2019.

5. To ascertain the entitlement to the Interim Dividend, the register of members of the Company will be closed from 13 September to 17 September 2019, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the Interim Dividend, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 12 September 2019.

As at the date of this notice, the Board comprises Mr. Chen Xiaoliang, Mr. Fang Hua, Mr. Xu Hengfei and Mr. Zhu Jiangbo as executive Directors, Mr. Huang Tao and Mr. Sun Qiang Chang as non-executive Directors and Mr. Kam Wai Man, Dr. Ou-Yang Hui and Dr. Gao Fuping as independent non-executive Directors.

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