Infinity Development Holdings Company Limited — Proxy Solicitation & Information Statement 2025

Sep 8, 2025

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.

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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Infinity Development Holdings Company Limited (the “Company”) will be held at Empire Room I, 1/F, Empire Hotel Hong Kong • Wan Chai, 33 Hennessy Road, Wan Chai, Hong Kong, on Thursday, 25 September 2025 at 3:00 p.m. (or any adjournment or postponement thereof) for the following purposes:

ORDINARY RESOLUTIONS

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

1. “THAT, subject to and contingent upon the passing of Ordinary Resolution 2 relating to the Singapore Listing (as defined below) and subject to and conditional upon (i) the Singapore Exchange Securities Trading Limited granting the approval for the lodgement of the offer document to be issued by the Company in respect of the Singapore Listing; (ii) the listing committee of The Stock Exchange of Hong Kong Limited (the “HKEx”) granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below); and (iii) the compliance with the applicable laws of the Cayman Islands and the Rules Governing the Listing of Securities on the HKEx (the “Listing Rules”) to effect the Share Consolidation (as defined below), with the effective date of the Share Consolidation to be on 20 October 2025 (or such other date as determined by the board of directors of the Company, in any event no later than 31 December 2025):

(a) every two (2) issued and unissued shares of a nominal value or par value of HK$0.01 each in the authorised and issued share capital of the Company be consolidated into one (1) share of a nominal or par value of HK$0.02 each (each a “Consolidated Share”), and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the memorandum of association and articles of association of the Company (the “Share Consolidation”);

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(b) any and all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholder(s) of the Company (the "Shareholder(s)") concerned, but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the "Directors") may think fit and/or repurchased by the Company (and, if thought fit, cancelled upon repurchase) in such manner and on such terms as the Directors may think fit, and the Directors be and are hereby authorized to settle as they, in their absolute discretion, consider expedient any difficulty which arises in relation to the Share Consolidation including, but without prejudice to the generality of the foregoing, rounding down any fractions of Consolidated Shares issued to or registered in the name of any Shareholder(s) following or as a result of the Share Consolidation;

(c) immediately following the Share Consolidation, the authorised share capital of the Company be changed from HK$50,000,000 divided into 5,000,000,000 shares of a nominal or par value of HK$0.01 each to HK$50,000,000 divided into 2,500,000,000 shares of a nominal or par value of HK$0.02 each; and

(d) any one or more Directors be and is/are hereby authorised to take such actions, do all such acts and things and execute all such documents and/or deeds as they or any of them may, in their absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect to or the completion of any matters relating to the Share Consolidation."

1. "THAT

(a) the listing of the ordinary shares of a nominal or par value of HK$0.02 each in the capital of the Company on the Catalist Board of the Singapore Exchange Securities Trading Limited ("Catalist SGX") (the "Singapore Listing") be and is hereby approved; and

(b) the Directors and/or any of them be and is/are hereby authorised to take such actions, exercise all discretions and do all acts and things (including, without limitation, executing all documents, agreements and/or deeds as may be required and approving any amendments, alterations or modifications to any documents, agreements and/or deeds) as they and/or any of them may, in their or his/her absolute discretion, consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect to the Singapore Listing."

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1. “THAT, subject to and contingent upon the passing of Ordinary Resolution 2 relating to the Singapore Listing and subject to the Singapore Listing becoming effective:

(a) RSM SG Assurance LLP be appointed as a joint auditor of the Company with effect from the date on which the Singapore Listing becomes effective until the conclusion of the next annual general meeting of the Company;

(b) the board of Directors or the audit committee of the Company be and is hereby authorised to determine the remuneration of RSM SG Assurance LLP; and

(c) the Directors and/or any of them be and is/are hereby authorised to do all acts and things (including, without limitation, executing all documents, agreements and/or deeds as may be required and approving any amendments, alterations or modifications to any documents, agreements and/or deeds) as they and/or any of them may, in their or his/her absolute discretion, consider necessary, desirable or expedient to give effect to the appointment of RSM SG Assurance LLP as the joint auditor of the Company contemplated and/or authorized by this resolution.”

SPECIAL RESOLUTION

1. To consider and, if thought fit, passing the following resolution as a special resolution of the Company:

“THAT, subject to and contingent upon the passing of Ordinary Resolution 1 relating to the Share Consolidation and Ordinary Resolution 2 relating to the Singapore Listing and subject to the Share Consolidation and the Singapore Listing becoming effective:

(a) the proposed amendments (the “Proposed Amendments”) to the second amended and restated memorandum of association and the existing amended and restated articles of association of the Company (the “Existing M&A”) as set out in Appendix I to the circular of the Company dated 9 September 2025 be and are hereby approved and shall take effect on and from the date on which the shares of the Company are listed and quoted on Catalist SGX;

(b) the third amended and restated memorandum of association and the new amended and restated articles of association of the Company (the “New M&A”) in the form of the document marked “A” and produced to the meeting and for the purpose of identification initialed by the chairman of the meeting, which incorporates all the Proposed Amendments, be and are hereby approved and adopted as the New M&A of the Company in substitution for, and to the exclusion of, the Existing M&A with effect from the date on which the shares of the Company are listed and quoted on Catalist SGX; and

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(c) any one Director of the Company, the company secretary and/or the registered office provider of the Company be and each is hereby authorised to do all acts and things as he or she or they may consider desirable, expedient or necessary to implement and give effect to the Proposed Amendments and the adoption of the New M&A of the Company.”

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

Hong Kong, 9 September 2025

Registered office:
P.O. Box 31119 Grand Pavilion
Hibiscus Way, 802 West Bay Road
Grand Cayman, KY1-1205
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 EGM may appoint another person as his/her proxy to attend and to vote instead of him/her. A proxy need not be a member of the Company.
2. All resolutions at the EGM 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 HKEx 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 EGM 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 (if any) 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 17/F, Far East Finance Centre, 16 Harcourt Road, 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 EGM (i.e. at or before 3:00 p.m. on Tuesday, 23 September 2025) or any adjournment or postponement thereof.

2. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 22 September 2025 to Thursday, 25 September 2025, 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 EGM, 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 Friday, 19 September 2025.

3. If a typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal is in force at or at any time between 1:00 p.m. and 3:00 p.m. on the date of the EGM, the EGM will be adjourned or postponed in accordance with the articles of association of the Company. The Company will post an announcement on the website of the HKEx at www.hkexnews.hk and the website of the Company at www.infinitydevelopment.com.hk and to notify the Shareholders of the date, time and place of the adjourned or postponed meeting. The EGM will be held as scheduled when an amber or a red rainstorm warning signal is in force. The Shareholders should decide on their own whether they would attend the EGM under bad weather conditions bearing in mind their own situations.

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

As at the date of this notice, the Board comprises three executive Directors, namely, Mr. Ieong Un, Mr. Ip Ka Lun and Mr. Stephen Graham Prince; and four independent non-executive Directors, namely Ms. Li Sin Man, Mr. Chan Wing Yau George, Mr. Simon Luk and Mr. Tay Peng Huat.

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