FDB Holdings Limited — Proxy Solicitation & Information Statement 2019

Aug 21, 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.

==> picture [74 x 37] intentionally omitted <==

==> picture [46 x 34] intentionally omitted <==

Dafy Holdings Limited 達 飛 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1826)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Dafy Holdings Limited (the ‘‘Company’’) to be held at Room 2101, 21/F, The Sun’s Group Centre, 200 Gloucester Road, Wan Chai, Hong Kong on Monday, 9 September 2019 at 10:30 a.m., for the purpose of considering and, if thought fit, passing the following ordinary resolutions:

ORDINARY RESOLUTIONS

‘‘THAT:

1. the VIE Agreements (as defined in the Company’s circular dated 21 August 2019 (the ‘‘Circular’’)), a copy of which is tabled at the meeting marked ‘‘A’’ and initialled by the chairman of the meeting for identification purpose, and the transactions contemplated thereunder be and are hereby confirmed, approved and ratified; and

2. any one director of the Company be and is hereby authorised, for and on behalf of the Company, to execute all documents (including the affixation of the Company’s common seal, if required) and to do all such acts and things and take all such other steps which, in his/her opinion, may be necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the VIE Agreements (as defined in the Circular) and the transactions contemplated thereunder.’’

Yours faithfully, By order of the Board Dafy Holdings Limited 達飛控股有限公司 Feng Xuelian Executive Director

Hong Kong, 21 August 2019

– 1 –

Registered Office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive 6th Floor, The Sun’s Group Centre P.O. Box 2681 200 Gloucester Road Grand Cayman, KY1-1111 Wan Chai Cayman Islands Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

2. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy thereof must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or at any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

3. For determining the qualification as members of the Company to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 4 September 2019 to Monday, 9 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 transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 3 September 2019.

4. The Chinese translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

5. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 8:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the website of the Company at www.dafy.com.hk and on the website of the Stock Exchange at www.hkexnews.hk to notify members of the Company of the date, time and place of the rescheduled EGM.

As at the date of this notice, the executive Directors are Mr. Gao Yunhong, Mr. Lu Xin, Ms. Feng Xuelian and Mr. Ng Kin Siu; and the independent non-executive Directors are Mr. Chan Yuk Sang, Mr. Wan Chi Wai Anthony and Mr. Lau Kwok Fai Patrick.

– 2 –