Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2019

Nov 29, 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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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00299)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ‘‘EGM’’) of Glory Sun Land Group Limited (the ‘‘Company’’) will be held at Unit 2602, 26/F., Lippo Centre, Tower 1, No. 89 Queensway, Admiralty, Hong Kong on Thursday, 19 December 2019 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with our without amendment(s), the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. ‘‘THAT

   • (a) the Amended Sale and Purchase Agreement (as defined in the circular of the Company dated 29 November 2019 (the ‘‘Circular’’), a copy of which is tabled at the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed in all respects; and

   • (b) any one director of the Company (the ‘‘Director’’) be and is hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps which in the opinion of the Director may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Amended Sale and Purchase Agreement or the transactions contemplated thereunder as aforesaid.’’

Yours faithfully,

For and on behalf of the Board Glory Sun Land Group Limited Yao Jianhui Chairman

Hong Kong, 29 November 2019

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

Principal Place of Business in Hong Kong: Unit 2602, 26/F. Lippo Centre, Tower 1 No. 89 Queensway Admiralty Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting (or any adjournment of the meeting) is entitled to appoint one, or if he/she is a holder of more than one share, or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. In order to be valid, the completed form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, must be lodged with the Company’s branch share registrar, 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 any adjournment thereof (as the case may be).

3. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM and any adjournment of the meeting if you so wish, and if such event, the form of proxy will be deemed to be revoked.

4. In the case of joint registered holders of any share in the Company, any one of such persons may vote at the above meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote to the exclusion of other joint holders.

5. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Monday, 16 December 2019 to Thursday, 19 December 2019 (both days inclusive) and during such period no transfer of shares will be registered. In order to be entitled to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than Friday, 13 December 2019.

6. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the General Meeting. Where the Chairman in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted, such resolution will be decided by a show of hands.

7. If there is a ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number 8 or above and/or extreme conditions is/are in force at or after 7:00 a.m. on date of the EGM and/or the Hong Kong Observatory or the Government of Hong Kong has announced at or before 7:00 a.m. on date of the EGM that either of the above mentioned warnings is to be issued within the next two hours, the EGM shall be postponed. The Company will post an announcement on the websites of the Company and the Stock Exchange to notify the Shareholders of the date, time and place of the rescheduled meeting.

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1. The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force. Members should make their own decision as to whether they would attend the EGM under bad weather conditions bearing in mind their own situations and if they choose to do so, they are advised to exercise care and caution.

As at the date of this notice, the Company’s executive directors are Mr. Yao Jianhui, Mr. Zhang Xiaodong, and Ms. Xia Lingjie; the non-executive director is Ms. Zhan Yushan; and the independent non-executive directors are Ms. He Suying, Dr. Tang Lai Wah and Mr. Wong Chun Bong.

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