Dynasty Fine Wines Group Limited — Proxy Solicitation & Information Statement 2025

Jun 19, 2025

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.

Dynasty Fine Wines Group Limited

王朝酒業集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00828)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “EGM”) of Dynasty Fine Wines Group Limited (the “Company”) will be held at 17/F, Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong on 25 July 2025 at 4:00 p.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

1. "THAT

(a) the compensation agreement dated 20 May 2025 (the “Compensation Agreement”, a copy of which has been produced to this meeting marked “A” and initialed by the chairman of the meeting for the purpose of identification) entered into between Sino-French Joint-Venture Dynasty Winery Ltd. * (中法合營王朝葡萄釀酒有限公司) and Tianjin Yiyang Big Health Small Township Development Co., Ltd* (天津頤養大健康小鎮建設開發有限公司) in relation to the surrender of and the compensation for the manufacturing equipment and systems of the Group installed at the land and the property located at No. 29, Jinwei Road, Beichen District, Tianjin, PRC, land number 1201130070040010002 (BeiChenZi 105729-3) be and is hereby approved, confirmed and ratified; and

(b) the directors of the Company be and are hereby authorised on behalf of the Company to do all such things and sign, seal, execute, perfect and deliver all such documents as they may in their discretion consider necessary, desirable or expedient, for the purposes of or in connection with the implementation and/or give effect to any matters relating to the Compensation Agreement and the transactions contemplated thereunder."

By order of the Board

Dynasty Fine Wines Group Limited

Wan Shoupeng

Chairman

Hong Kong, 20 June 2025

• For identification purpose only

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Principal place of business in Hong Kong:
Room 4309, 43/F
China Resources Building
26 Harbour Road
Wanchai
Hong Kong

Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands

Notes:

1. A form of proxy for use at the meeting is enclosed herewith.
2. The instrument appointing a proxy shall be in writing signed by the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either executed under its seal or signed by an officer, attorney or other person duly authorised to sign the same.
3. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and to vote instead of him. A shareholder who is the holder of two or more shares of the Company (the "Shares") may appoint more than one proxy to represent him and vote on his behalf at the meeting. A proxy need not be a shareholder of the Company.
4. Where there are joint registered holders of any Share, any one such joint holders may vote at the meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting, whether personally or by proxy, the vote of the senior holder who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of such joint holding.
5. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
6. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
7. For the purpose of ascertaining and determining the entitlement of the shareholders to attend and vote at the meeting, the transfer books and register of members of the Company will be closed from Tuesday, 22 July 2025 to Friday, 25 July 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the meeting, all transfers of Shares, accompanied by the relevant share certificates, must be lodged for registration with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Monday, 21 July 2025.

8. As at the date of this notice, the executive directors of the Company are Mr. Wan Shoupeng, Mr. He Chongfu and Mr. Huang Manyou, the non-executive directors of the Company are Mr. Heriard-Dubreuil Francois, Ms. Sophie Phe and Mr. Alain Jacques Gilbert Li, and the independent non-executive directors of the Company are Mr. Yeung Ting Lap Derek Emory, Mr. Sun David Lee and Ms. Chung Wai Hang.

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