Steve Leung Design Group Limited — Proxy Solicitation & Information Statement 2018

Oct 29, 2018

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.

STEVE LEUNG DESIGN GROUP LIMITED 梁志天設計集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2262)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Unless otherwise indicated, capitalised terms used in this notice shall have the same meanings as those defined in the circular published by STEVE LEUNG DESIGN GROUP LIMITED (the “ Company ”) dated 30 October 2018 (the “ Circular ”).

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the Company will be held at Tactic Room II, 24/F,Admiralty Centre I, 18 Harcourt Road, Hong Kong on Wednesday, 14 November 2018 at 9 a.m., to consider and, if thought fit, approve the following:

ORDINARY RESOLUTIONS

1. “ THAT

   • (a) the Framework Agreement entered into between the Company and Jangho Chuangxin and the transactions contemplated thereunder (a copy of the Framework Agreement is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for identification purpose) be and are hereby approved, confirmed and ratified;

   • (b) the proposed annual caps of the transactions contemplated under the Framework Agreement for each of the three financial years ending 31 December 2020 be and are hereby approved and confirmed; and

   • (c) any one Director, or any two Directors if the affixation of the common seal is necessary, be and is/are hereby authorised to sign and execute all documents, instruments and agreements and to do all such acts or things or prior actions deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Framework Agreement and completion thereof.”

2. “ THAT

   • (a) the Gangyuan Design Service Agreement entered into between Gangyuan Design and Gangyuan Decoration and the transactions contemplated thereunder (a copy of the Gangyuan Design Service Agreement is tabled at the meeting and marked “B” and initialed by the chairman of the meeting for identification purpose) be and are hereby approved, confirmed and ratified;

   • (b) the Gangyuan Design Annual Cap for each of the three years ending 31 December 2020 be and are hereby approved and confirmed; and

– 1 –

• (c) any one Director, or any two Directors if the affixation of the common seal is necessary, be and is/are hereby authorised to sign and execute all documents, instruments and agreements and to do all such acts or things or prior actions deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Gangyuan Design Service Agreement and completion thereof.”

By order of the Board Xu Xingli Chairman

Hong Kong, 30 October 2018

Registered office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business: 30/F Manhattan Place No. 23 Wang Tai Road Kowloon Bay, Kowloon Hong Kong

Notes:

• (a) Any Shareholder entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on behalf of him/her.A proxy needs not be a Shareholder.A Shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. 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.

• (b) In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East,Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the EGM and, in such event, the form of proxy shall be deemed to be revoked.

• (c) The share register of the Company will be closed from Friday, 9 November 2018 to Wednesday, 14 November 2018 (both days inclusive), during which no transfer of shares will be effected. In order to be entitled to attend the forthcoming EGM of the Company and vote at the EGM, all completed share transfer forms accompanying with the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, not later than 4:30 p.m. on Thursday, 8 November 2018. The address of Computershare Hong Kong Investor Services Limited is Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (d) Where there are joint registered holders of any shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most, or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand in the register in respect of the relevant joint holding.

As at the date of this notice, the executive Directors are Mr. Siu Man Hei (Chief Executive Officer), Mr. Yip Kwok Hung Kevin (Chief Financial Officer), Mr. Ding Chunya and Ms. Kau Wai Fun, the non-executive Directors are Mr. Xu Xingli (Chairman) and Mr. Xie Jianyu, and the independent non-executive Directors are Mr.Tsang Ho Ka Eugene, Mr. Liu Yi and Mr. Sun Yansheng.

– 2 –