FDB Holdings Limited — Board/Management Information 2021

Dec 14, 2021

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

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Steering Holdings Limited 旭 通 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1826)

INSIDE INFORMATION REQUISITION BY CONTROLLING SHAREHOLDER FOR AN EXTRAORDINARY GENERAL MEETING IN RELATION TO PROPOSED REMOVAL OF DIRECTORS AND PROPOSED CHANGE OF COMPANY NAME

This announcement is made by Steering Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the inside information provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The board (the “ Board ”) of directors (the “ Directors ”) of the Company announces that the Board received a written requisition dated 14 December 2021 (the “ Requisition ”) from Masterveyor Holdings Limited (the “ Requisitionist ”), the controlling shareholder of the Company, made pursuant to Article 58 of the Amended and Restated Articles of Association of the Company (the “ Articles ”), in which the Requisitionist requested the Board to convene an extraordinary general meeting of the Company (the “ EGM ”) for considering and, if thought fit, passing the following resolutions (the “ Requisition Resolutions ”):-

AS ORDINARY RESOLUTIONS

1. “ THAT Ms. Feng Xuelian be removed as a Director pursuant to Article 83(5) of the Articles and from any position she holds in any committee of the Board (if any) with effect from the conclusion of the EGM”;

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1. “ THAT Ms. Chang Liang be removed as a Director pursuant to Article 83(5) of the Articles and from any position she holds in any committee of the Board (if any) with effect from the conclusion of the EGM”;

2. “ THAT Mr. Gao Yunhong be removed as a Director pursuant to Article 83(5) of the Articles and from any position he holds in any committee of the Board (if any) with effect from the conclusion of the EGM”;

3. “ THAT Mr. Wong Chi Shing be removed as a Director pursuant to Article 83(5) of the Articles and from any position he holds in any committee of the Board (if any) with effect from the conclusion of the EGM”; and

4. “ THAT the maximum number of Directors be and is fixed at such number of Directors holding office at the close of the EGM”.

AS SPECIAL RESOLUTION

1. “ THAT

2. (a) subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands having been obtained, the official registered English name of the Company be and is hereby changed from “Steering Holdings Limited” to “FDB Holdings Limited” and the dual foreign name of the Company be and is hereby changed from “旭通控股有限公司” to “豐展控股有限公司” (the “ Proposed Change of Company Name ”) with effect from the date of entry of the new English name and the dual foreign name of the Company on the register maintained by the Registrar of Companies in the Cayman Islands; and

3. (b) any one director of the Company be and is/are hereby authorised to execute all such other documents and agreements for and on behalf of the Company and do all such acts and things as he/she may in his/her absolute discretion consider to be necessary, desirable, appropriate or expedient to implement and/or give effect to the Proposed Change of Company Name and to affix the common seal of the Company if required.”

The Requisition did not set out any reasons and/or grounds in proposing the Requisitions Resolutions.

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As at the date of deposit of the Requisition, the Requisitionist holds more than 10% of the total issued share capital of the Company.

Pursuant to Article 58 of the Articles, any one or more shareholder(s) of the Company (the “ Shareholder(s) ”) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an EGM to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself/themselves may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

The Board is now arranging the EGM to be convened in accordance with the Articles and the applicable laws. A circular containing, among other things, details of the Requisition Resolutions, with the form of proxy will be despatched to the Shareholders in due course. Further announcements will be made if and when appropriate.

By order of the Board Steering Holdings Limited Ng Kin Siu Executive Director and chief executive officer

Hong Kong, 14 December 2021

As at the date of this announcement, the executive Directors are Mr. Ng Kin Siu (chief executive officer), Ms. Feng Xuelian and Ms. Chang Liang, the non-executive Director is Mr. Gao Yunhong and the independent non-executive Directors are Mr. Chan Yuk Sang, Mr. Wan Chi Wai Anthony, Mr. Lau Kwok Fai Patrick and Mr. Wong Chi Shing.

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