S.A.S. Dragon Holdings Limited — Proxy Solicitation & Information Statement 2022

Feb 16, 2022

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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S.A.S. Dragon Holdings Limited

(incorporated in Bermuda with limited liability)

(Stock Code: 1184)

REVISED NOTICE OF THE SPECIAL GENERAL MEETING CHANGE OF SPECIAL GENERAL MEETING DATE AND CHANGE OF SPECIAL GENERAL MEETING TO HYBRID MEETING

References are made to the Circular, announcement on change of venue of special general meeting (the “ Announcement ”), the notice and revised notice (the “ Notices ”) of the SGM of the Company dated 14 February 2022 and the Proxy Form, regarding the SGM of the Company. Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the Circular, the Announcement and the Notices.

HYBRID SGM

Due to the tightened social distancing measures implemented by the Hong Kong Government in view of the development of COVID-19 epidemic situation in Hong Kong, the Board hereby further announces that the Company will conduct a hybrid SGM to allow Shareholders to participate the SGM online in a convenient and efficient way from anywhere with an internet connection with the combination of a physical meeting at 28/F., Noble Centre, No. 1006, 3rd Fuzhong Road, Futian District, Shenzhen, P.R.C..

Although Shareholders are welcome to attend the SGM physically in person if they so wish, the Company strongly recommends Shareholders to attend the SGM via the online option in view of the current development of COVID-19. Shareholders will be able to view the live video broadcast and participate in voting and submit questions in written form to the SGM via their mobile phones, tablet, or computers. The live broadcast option can also broaden the reach of the SGM to Shareholders who do not wish to attend physically due to concerns on attending large scale events under the current COVID-19 situation, or for other overseas Shareholders who are unable to attend in person.

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ATTENDANCE AT THE HYBRID SGM

Shareholders who wish to attend the SGM and exercise their voting rights can be achieved in one of the following ways:

• 1) attend the SGM in person and vote via smartphones or designated mobile devices at the SGM venue; OR

• 2) attend the SGM via e-meeting system which enables live streaming and interactive platform for Q&A and submit their voting online; OR

• 3) appoint Chairman of the SGM or other persons as your proxy to vote on your behalf.

Your proxy’s authority and instruction will be revoked if you attend and vote in person at the SGM or via the e-meeting system.

For online voting at the SGM, Shareholders will be able to view the live streaming of the SGM, cast their votes on the resolution in real time and submit questions online during the hybrid SGM. Login details and information will be included in letters to Shareholders regarding the e-meeting system which are expected to be despatched to Shareholders on or around 17 February 2022. If Shareholders have any enquiries regarding the above arrangement, they should contact the Company’s Hong Kong share registrar, Tricor Secretaries Limited at +852-2980-1333 or visit them at 54/F, Hopewell Centre 183 Queen’s Road East Hong Kong from 9:00 a.m. to 5:00 p.m. (Monday to Friday, excluding Hong Kong public holidays).

The Company will also be undertaking the following precautionary measures to safeguard the health and well-being of Shareholders (or their proxies) who are attending the SGM in person, including temperature screening, requiring all participants to wear surgical face mask, plus safe distancing measures for queue management and seating at the meeting venue.

In order to qualify for attending and voting at the hybrid SGM, Shareholders whose transfer documents have not been registered are required to submit the share certificates together with the properly completed share transfer forms to the Company’s Hong Kong share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m., 3 March 2022 for registration. The register of members of the Company will be closed from Friday, 4 March 2022 to Wednesday, 9 March 2022 (both days inclusive).

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Non-registered holders whose shares of the Company are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may be able to attend the SGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements.

For corporate Shareholders who wish to attend the SGM and to vote online, please contact the Company’s Hong Kong branch share registrar and transfer office, Tricor Secretaries Limited, at 2980 1333 on or before Tuesday, 8 March 2022 for arrangement.

CHANGE OF THE SGM DATE

The Board also announces that as additional time is required to prepare for the hybrid SGM, the date of the SGM (which was originally scheduled on Tuesday, 1 March 2022 at 11:00 a.m.) will be rescheduled to Wednesday, 9 March 2022.

The revised proxy form of the SGM will be despatched to the Shareholder on 17 February 2022 and published on the Stock Exchange and the Company website on 17 February 2022. Shareholders who have not yet returned the proxy forms but intend to appoint Chairman of the SGM or others as your proxy to participate and vote at the SGM are advised to complete and return the revised proxy forms in accordance with the instructions printed thereon to the Company’s Hong Kong share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time rescheduled for the holding of the SGM.

Save as disclosed above, all the information set out in the Circular, the Announcement and the Notices remain unchanged.

REVISED NOTICE IS HEREBY GIVEN that the SGM of the Company will be held at 28/F., Noble Centre, No. 1006, 3rd Fuzhong Road, Futian District, Shenzhen, P.R.C. on Wednesday, 9 March 2022 at 11:00 a.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments, as an ordinary resolution of the Company.

ORDINARY RESOLUTIONS

“THAT,

• (a) the Conditional Master Agreement and the Caps, each as defined and described in the circular of the Company dated 14 February 2022 (the “ Circular ”) (a copy of the Conditional Master Agreement marked “A” together with a copy of the Circular marked “B” being tabled before the meeting and initialled by the chairman of the meeting for identification purpose), and all Continuing Connected Transactions (as defined in the Circular) contemplated thereunder and in connection therewith, be and are hereby approved, ratified and confirmed;

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• (b) all Continuing Connected Transactions (as defined in the Circular) negotiated, performed or carried out during the period between 1 January 2022 and the date of this meeting be approved, ratified and confirmed; and

• (c) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such other documents and agreements and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated under the Conditional Master Agreement, the Caps and the Continuing Connected Transaction contemplated thereunder and to agree to any amendment to any of the terms of Conditional Master Agreement which in the opinion of the Director(s) is/are in the interests of the Company and in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (where relevant).”

By Order of the Board S.A.S. Dragon Holdings Limited Dr. Yim Yuk Lun, Stanley BBS JP Chairman and Managing Director

Hong Kong, 17 February 2022

Notes:

1. The ordinary resolutions to be considered at the meeting will be decided by poll. On voting by poll, each member shall have one vote for each share held in the Company.

2. A member entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.

3. A revised form of proxy for use at the special general meeting is enclosed herewith.

4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer, attorney or other person authorized to sign the same.

5. To be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof must be lodged at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event, not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case maybe) and in default thereof the proxy form and such power or authority shall not be treated as valid.

6. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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1. Where there are joint holders of any share of the Company, any one of such joint holders may vote at any meeting, either in person 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 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 the Company in respect of the joint holding.

2. As at the date hereof, the Board comprises five executive directors are Dr. Yim Yuk Lun, Stanley BBS JP , Mr. Wong Sui Chuen, Mr. Yim Tsz Kit, Jacky, Mr. Wong Wai Tai and Mr. Tsui Chi Wing, Eric and four independent non-executive directors are Mr. Wong Tak Yuen, Adrian, Mr. Liu Chun Ning, Wilfred, Mr. Cheung Chi Kwan and Mr. Wong Wai Kin.

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