Furniweb Holdings Limited — Proxy Solicitation & Information Statement 2023

Jul 13, 2023

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.

FURNIWEB HOLDINGS LIMITED 飛霓控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8480)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of the shareholders (the ‘‘Shareholders’’) of Furniweb Holdings Limited (the ‘‘Company’’) will be held at Lot 1883, Jalan KPB9, Kg. Bharu Balakong, 43300 Seri Kembangan, Selangor, Malaysia on Tuesday, 8 August 2023 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company.

Capitalised terms used in this notice have the same meanings as those defined in the circular of the Company dated 14 July 2023.

ORDINARY RESOLUTIONS

1. ‘‘THAT

   • (a) the conditional sale and purchase agreement entered into between PRGH as vendor, the Purchaser as purchaser and the Company dated 27 April 2023 as supplemented by a supplemental master agreement dated 7 June 2023 made between the same parties (‘‘Master Agreement’’) (a copy of the Master Agreement having been produced to the EGM and marked ‘‘A’’ and initialed by the chairman of the EGM for the purpose of identification), and all the transactions contemplated thereunder including the Purchase and the Consideration Shares Issue be and are hereby approved and the Directors be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Master Agreement and all the transactions contemplated thereunder;

   • (b) the Directors be and are hereby granted the specific mandate to allot and issue of the Consideration Shares, each at the Consideration Shares Issue Price pursuant to the terms and conditions of the Master Agreement; and

   • (c) any Director be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements (whether under common seal or not) and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in the Master Agreement and the transactions contemplated thereunder as he may in his absolute discretion consider necessary, desirable or expedient to give effect to the

– 1 –

Master Agreement and the implementation of all the transactions contemplated thereunder and to agree to such variation, amendment or waiver as, in the opinion of the Directors, in the interests of the Company and its Shareholders as a whole.’’

1. ‘‘THAT

   • (a) the authorised share capital of the Company be and is hereby increased from HK$100,000,000 divided into 1,000,000,000 Shares each to HK$200,000,000 divided into 2,000,000,000 Shares by the creation of an additional 1,000,000,000 Shares (‘‘Authorised Share Capital Increase’’); and

   • (b) any Director be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements (whether under common seal or not) and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the Authorised Share Capital Increase as he may in his absolute discretion consider necessary, desirable or expedient to give effect to the Authorised Share Capital Increase.’’

By order of the Board FURNIWEB HOLDINGS LIMITED Dato’ Lim Heen Peok Chairman

Hong Kong, 14 July 2023

Registered office: Headquarters: Cricket Square Hutchins Drive Lot 1883, Jalan KPB9 P.O. Box 2681 Kg. Bharu Balakong Grand Cayman KY1-1111 43300 Seri Kembangan Cayman Islands Selangor Malaysia

Principal place of business in Hong Kong: 31st Floor, 148 Electric Road North Point Hong Kong

Notes:

1. A member entitled to attend and vote at the EGM may appoint a proxy to attend and, on a poll, vote on his behalf and such proxy need not be a member of the Company. A form of proxy for use at the EGM is enclosed.

2. In order to be valid, the form of proxy, together with any power of attorney or authority under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours (i.e. 10:00 a.m. on Sunday, 6 August 2023) before the time fixed for holding the Meeting or any adjournment thereof (as the case may be).

– 2 –

1. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM convened or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.

2. The proposed ordinary resolution set out in this notice will be voted by the shareholders of the Company and by way of a poll.

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

4. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto. If more than one of such joint holders are present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. 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 the joint holding.

5. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the EGM will be Tuesday, 8 August 2023. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 2 August 2023.

As at the date of this notice, the non-executive Directors are Dato’ Lim Heen Peok (the chairman) and Mr. Ng Tzee Penn, the executive Directors are Mr. Cheah Eng Chuan, Dato’ Lua Choon Hann and Er. Kang Boon Lian, and the independent non-executive Directors are Mr. Ho Ming Hon, Dato’ Sri Dr. Hou Kok Chung and Dato’ Lee Chee Leong.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this notice misleading.

This notice will remain on the ‘‘Latest Listed Company Announcements’’ page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting. This notice will also be posted on the Company’s website at http://www.furniweb.com.my.

– 3 –