Infinity Development Holdings Company Limited — AGM Information 2021

Jan 18, 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.

INFINITY DEVELOPMENT HOLDINGS COMPANY LIMITED 星 謙 發 展 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 640)

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING (the ‘‘AGM’’)

In view of the ongoing coronavirus disease 2019 (‘‘COVID-19’’) outbreak, mass gatherings would potentially impose a significant risk in terms of the spread of the virus. For the safety of our shareholders, staff and stakeholders, the Company encourages shareholders, instead of attending the AGM in person, to appoint the Chairman of the AGM as their proxies to vote on the relevant resolutions at the AGM, by completing and returning the form of proxy accompanied the circular of the Company dated 19 January 2021 in accordance with the instructions printed thereon at or before 3: 00 p.m. on Saturday, 20 February 2021 to the Share Registrar.

Shareholders and other persons attending the AGM should note that the Company will implement the following precautionary measures to reduce the risk of contracting and spreading of COVID-19 at the AGM, including:

• (a) mandatory body temperature screening;

• (b) mandatory health declaration;

• (c) mandatory wearing of surgical face masks (No masks will be provided);

• (d) NO refreshments, No food and beverage and No corporate gifts or gift coupons; (e) mandatory designated seat assigned for every attendee at the AGM venue in order to ensure approximate social distancing and facilitate contact tracing; and

• (f) mandatory limiting attendance in person at the AGM venue subject to strict compliance of the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation.

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For the safety of the attendees at the AGM, the Company reserves the rights to deny entry into or require any person to leave the AGM venue if such person:

• (i) refuses to comply with any of the above precautionary measures;

• (ii) is having a body temperature of over 37.2 degree Celsius;

• (iii) is subject to any quarantine prescribed by HKSAR Government or has close contact with any person under quarantine; or

• (iv) has any flu-like symptoms.

Due to the constantly evolving COVID-19 situation in Hong Kong, the Company may be required to change the AGM arrangements with short notice. Shareholders should check the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and website of the Company (www.infinitydevelopment.com.hk) for future announcements and updates on the AGM arrangements.

The Company seeks the understanding and cooperation of all shareholders to minimise the risk of spreading of COVID-19.

NOTICE IS HEREBY GIVEN that an annual general meeting of Infinity Development Holdings Company Limited (the ‘‘Company’’) will be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wan Chai, Hong Kong on Monday, 22 February 2021 at 3: 00 p.m. for the following purposes:

AS ORDINARY BUSINESS:

1. To receive and consider the audited consolidated financial statements and the reports of the directors (the ‘‘Directors’’) and the auditor of the Company and its subsidiaries (collectively the ‘‘Group’’) for the year ended 30 September 2020;

2. To approve the recommended final dividend of HK5.2 cents per ordinary share(s) of HK$0.01 each in the share capital of the Company (the ‘‘Shares’’);

3. (a) To re-elect Mr. Ieong Un as an executive Director;

4. (b) To re-elect Mr. Simon Luk as an independent non-executive Director;

5. (c) To re-elect Mr. Tong Hing Wah as an independent non-executive Director; and

6. (d) To authorise the board (the ‘‘Board’’) of Directors to fix the Directors’ remuneration;

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1. To re-appoint RSM Hong Kong as the auditor of the Company and to authorise the Board to fix its remuneration;

AS SPECIAL BUSINESS:

To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

1. ‘‘THAT:

2. (a) subject to paragraph 5(c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers, subject to and in accordance with all applicable laws and the articles of association of the Company, be and is hereby generally and unconditionally approved;

3. (b) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs 5(a) and 5(b) above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or pursuant to the exercise of any options granted under the share option scheme adopted by the Company or an issue of shares upon the exercise of subscription or conversion rights attached to the warrants or the convertible securities which might be issued by the Company or an issue of shares in lieu of the whole or part of a dividend on shares or any scrip dividend scheme or similar arrangement in accordance with the articles of association of the Company, shall not exceed 20% of the total number of Shares in issue on the date of the passing of this resolution, and the said approval shall be limited accordingly; and

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(d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or any applicable laws of the Cayman Islands to be held; and

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holders of shares whose names stand on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).’’

6. ‘‘THAT:

• (a) subject to paragraph 6(c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph 5(d) above) of all the powers of the Company to repurchase the number of Shares in issue on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’) or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph 6(a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors; and

• (c) the total number of Shares which the Directors are authorised to repurchase pursuant to the approval in paragraphs 6(a) and 6(b) above shall not exceed 10% of the total number of Shares in issue on the date of the passing of this resolution, and the said approval shall be limited accordingly.’’

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1. ‘‘THAT conditional upon the passing of the ordinary resolutions numbered 5 and 6 as set out in the notice convening this meeting being duly passed, the total number of Shares which are repurchased by the Company under the authority granted to the Directors pursuant to and in accordance with the said resolution numbered 6 shall be added to the total number of Shares that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to and in accordance with the said resolution numbered 5.’’

By Order of the Board Infinity Development Holdings Company Limited Ip Ka Lun Executive Director

Hong Kong, 19 January 2021

Registered office: Second Floor, Century Yard Cricket Square, P.O. Box 902 Grand Cayman KY1-1103 Cayman Islands

Head office of the Group: Rua de Pequim No. 202A–246 Macau Finance Centre 16 Andar A–D, Macau

Principal place of business in Hong Kong:

Units 2201–2202, 22/F Alliance Building 133 Connaught Road Central Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the annual general meeting may appoint another person as his proxy to attend and to vote instead of him. A proxy need not be a member of the Company.

2. All resolutions at the annual general meeting will be taken by way of poll pursuant to the Listing Rules and the results of the poll will be published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.infinitydevelopment.com.hk in accordance with the Listing Rules.

3. Where there are joint registered holders of any Share, any one such person 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 personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. 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, 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 the joint holding.

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1. 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 certified copy thereof must be delivered to the office of 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 (the ‘‘Share Registrar’’), as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting (i.e. at or before 3: 00 p.m. on Saturday, 20 February 2021) or any adjournment thereof.

2. For determining the entitlement to attend and vote at the annual general meeting, the register of members of the Company will be closed from Wednesday, 17 February 2021 to Monday, 22 February 2021, both days inclusive, during which period no transfer of Shares shall be effected. In order to qualify for the entitlement to attend and vote at the annual general meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Share Registrar for registration no later than 4: 30 p.m. on Tuesday, 16 February 2021.

3. For determining the entitlement of the final dividend, the register of members of the Company will be closed from Friday, 26 February 2021 to Monday, 1 March 2021, both days inclusive, during which period no transfer of Shares shall be effected. In order to qualify for the final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Share Registrar for registration no later than 4: 30 p.m. on Thursday, 25 February 2021. The final dividend is expected to be distributed on Monday, 15 March 2021.

4. If a typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal is in force at or at any time after 1: 00 p.m. on the date of the meeting, the meeting will be adjourned. The Company will post an announcement on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.infinitydevelopment.com.hk and to notify shareholders of the date, time and place of the adjourned meeting. The meeting will be held as scheduled when an amber or a red rainstorm warning signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.

5. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. Ieong Un, Mr. Ip Chin Wing, Mr. Ip Ka Lun and Mr. Stephen Graham Prince and three independent non-executive Directors, namely Mr. Chan Wing Yau George, Mr. Simon Luk and Mr. Tong Hing Wah.

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