Jiyi Holdings Limited — Proxy Solicitation & Information Statement 2018

May 24, 2018

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.

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Jiyi Household International Holdings Limited 集一家居國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1495)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Jiyi Household International Holdings Limited (the “ Company ”) will be held at 2/F., J Plus, 35-45B Bonham Strand, Sheung Wan, Hong Kong on Thursday, 14 June 2018 at 11:00 a.m., for the purposes of considering and, if thought fit, passing with or without modifications, the following resolutions which will be proposed as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT subject to the granting of the Whitewash Waiver (as defined below) by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong (or any delegate of the Executive Director) (the “ Executive ”), the waiver of the obligation on the part of Xinling Limited to make a mandatory general offer to shareholders of Company for all the issued ordinary shares of the Company not already owned or agreed to be acquired by the Concert Group (as defined in the circular of the Company dated 25 May 2018 (“ Circular ”)) upon the Rights Issue (as defined in the Circular) pursuant to Note 1 on dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers (the “ Whitewash Waiver ”) be and is hereby approved.’’

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1. “ THAT conditional upon (i) the grant of the Whitewash Waiver by the Executive and the fulfilment of all conditions (if any) attached to it; and (ii) the fulfilment of the conditions of the Underwriting Agreement (as defined in the Circular, a copy of which has been produced to this meeting marked ‘‘A’’ and signed by the chairperson of this meeting for the purpose of identification, and such agreement not being terminated in accordance with its terms,

   • (a) the allotment and issue by way of rights issue of 172,800,000 Rights Shares (as defined in the Circular) at HK$0.60 per Rights Share to the Qualifying Shareholders (as defined in the Circular) whose names appear on the register of members of the Company on 27 June 2018 on the basis of two Rights Share for every five existing Shares held on the Record Date (as defined in the Circular) (the “ Rights Issue ”) and otherwise on the terms and conditions as set out in the Circular be and is hereby approved;

   • (b) the Directors be and are hereby authorised to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue to the Qualifying Shareholders and, in particular, the Directors may make such exclusion or other arrangements in relation to the Non-Qualifying Shareholders (as defined in the Circular) as they deem necessary or expedient having regard to any restrictions or obligations under the laws and/or regulations of, or the rules and/or requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong; and

   • (c) any one Director be and is hereby authorised to sign and execute such documents (including but not limited to deeds) and do all such acts and things incidental to the Rights Issue as he/she considers necessary or otherwise expedient in connection with the implementation of or giving effect.’’

2. “ THAT subject to the passing of each of the resolutions numbered 1 and 2 set out in this notice of meeting:

   • (a) the entering into the Underwriting Agreement by the Company be and is hereby approved, confirmed and ratified and the performance of the transactions contemplated thereunder by the Company (including but not limited to the arrangements for taking up of the underwritten Rights Shares, if any, by Xinling Limited, the sole underwriter) be and are hereby approved; and

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• (b) any one Director be and is hereby authorised to sign and execute such documents (including but not limited to deeds) and do all such acts and things incidental to the Underwriting Agreement as he/she considers necessary or otherwise expedient in connection with the implementation of or giving effect to the Underwriting Agreement (including without limitation entering into supplemental agreement(s) in relation to the Underwriting Agreement) and the transactions contemplated thereunder or in this resolution.’’

By Order of the Board of JIYI HOUSEHOLD INTERNATIONAL HOLDINGS LIMITED Hou Wei Chairlady

Hong Kong, 25 May 2018

Registered Office: Head office and principal place of Clifton House business in Hong Kong: 75 Fort Street Room 1405, 14/F. P.O. Box 1350 Jubilee Centre Grand Cayman 18 Fenwick Street KY1-1108 Wanchai, Cayman Islands Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles of Association, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. Where there are joint registered holders of any Share, any one of such persons may vote at the EGM, 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 Shares shall alone be entitled to vote in respect thereof.

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1. The transfer books and register of members of the Company will be closed from Friday, 8 June 2018 to Thursday, 14 June 2018, both days inclusive, to determine the entitlement of shareholders to attend and vote at the EGM, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 7 June 2018.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time for holding the EGM or any adjournment thereof.

3. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the EGM or any adjournment thereof, should he/she/it so wish.

4. If Typhoon Signal no. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 7:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will post an announcement on the website of Company at http://www.jiyihousehold.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this announcement, Ms. Hou Wei and Mr. Liu Xianxiu are the executive Directors, Mr. Hou Bo and Mr. Lam On Tai are the non-executive Directors, and Mr. Ye Yihui, Mr. Ho Hin Yip and Mr. Hou Lianchang are the independent non-executive Directors.

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