Steve Leung Design Group Limited — Proxy Solicitation & Information Statement 2019

Apr 17, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRESYOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in STEVE LEUNG DESIGN GROUP LIMITED 梁志天設計 集團有限公司, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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)

PROPOSALS FOR

DECLARATION OF FINAL AND SPECIAL DIVIDEND; GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

EXTENSION OF GENERAL MANDATE TO ISSUE SHARES; RE-ELECTION OF DIRECTORS; RE-APPOINTMENT OF AUDITOR; AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of STEVE LEUNG DESIGN GROUP LIMITED 梁志天設計集團 有限公司 to be held at Lotus Room, 6/F, Marco Polo Hongkong Hotel, 3 Canton Road, Harbour City,Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 3 June 2019 at 11:30 a.m. is set out on pages 21 to 25 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the respective websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sldgroup.com). Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to 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 fixed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

17 April 2019

CONTENTS

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix II – Particulars of Retiring Directors Proposed for
Re-election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “AGM”

the annual general meeting of the Company to be held at Lotus Room, 6/F, Marco Polo Hongkong Hotel, 3 Canton Road, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 3 June 2019 at 11:30 a.m. or any adjournment thereof, a notice of which is set out on pages 21 to 25 of this circular

• “Articles” or “Articles of the articles of association of the Company, as amended Association” from time to time

• “Board” the board of Directors

• “BVI” the British Virgin Islands

• “Capitalisation Issue” has the meaning as defined in the Prospectus

• “Cayman Companies Law”

the Companies Law (as revised) of the Cayman Islands, as amended and consolidated from time to time

• “close associate(s)”

has the meaning ascribed thereto under the Listing Rules

• “Company”

STEVE LEUNG DESIGN GROUP LIMITED 梁志天設計集 團有限公司, an exempted company with limited liability incorporated in the Cayman Islands on 9 December 2016, the shares of which are listed on the Stock Exchange (stock code: 2262)

• “controlling shareholder(s)”

has the meaning ascribed thereto under the Listing Rules and, unless the context otherwise requires, refers to Eagle Vision, Gloryeild Enterprises, Sundart Holdings, Reach Glory, Health Capital, Gangyuan HK, Gangyuan Decoration, Jangho Chuangzhan, Peacemark Enterprises, Jangho HK, Jangho Co., Jiangheyuan, Mr. Liu and Ms. Fu

• “core connected person(s)”

has the meaning ascribed thereto under the Listing Rules

• “Director(s)”

director(s) of the Company

– 1 –

DEFINITIONS

• “Eagle Vision”

• “Gangyuan Decoration”

• “Gangyuan Design”

• “Gangyuan HK”

• “Global Offering”

• “Gloryeild Enterprises”

• “Group”

• “Health Capital”

• “Hong Kong”

EAGLE VISION DEVELOPMENT LIMITED, a company incorporated in the BVI with limited liability on 2 January 2014 and beneficially owned as to 28.57% by Gloryeild Enterprises, 28.57% by Health Capital and 42.86% by Peacemark Enterprises

• 北京港源建築裝飾工程有限公司 (Gangyuan Architectural Decoration Engineering Co., Ltd.), a company established in the PRC with limited liability on 7 December 1992 and owned as to 26.25% by Jangho Co., 68.75% by Jangho Chuangzhan and 5% by Mr. Fu Jianping, a director of some of the Group’s subsidiaries, respectively

• 北京港源建築裝飾設計研究院有限公司 (Beijing Gangyuan Institute of Architectural Decoration Design and Research Co., Ltd.) (formerly known as 北京港源建築裝 飾設計有限公司), a company established in the PRC with limited liability on 6 September 2006, which is beneficially owned as to 80% and 20% by 梁志天室內設計(北京)有限 公司 (Steve Leung Designers (Beijing)) and Gangyuan Decoration, respectively

• GANGYUAN ARCHITECTURAL DECORATION HONGKONG LIMITED (港源建築裝飾香港有限公司), a company incorporated in Hong Kong with limited liability on 13 December 2013, a wholly-owned subsidiary of Gangyuan Decoration and one of the controlling shareholders of the Company

• has the meaning as defined in the Prospectus

• GLORYEILD ENTERPRISES LIMITED, a company incorporated in the BVI with limited liability on 2 January 2014, a wholly-owned subsidiary of Sundart Holdings, and one of the controlling shareholders of the Company

the Company and its subsidiaries

• HEALTH CAPITAL ENTERPRISES LIMITED, a company incorporated in the BVI with limited liability on 2 January 2014, a wholly-owned subsidiary of Gangyuan HK and one of the controlling shareholders of the Company

• the Hong Kong Special Administrative Region of the PRC

– 2 –

DEFINITIONS

• “Hong Kong dollars”, “HKD” or “HK$”

• “Issue Mandate”

• “Jangho Chuangzhan”

• “Jangho Co”

• “Jangho HK”

• “Jiangheyuan”

• Hong Kong dollars the lawful currency of Hong Kong

a general unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and otherwise deal with Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the relevant resolution at the AGM

北京江河創展管理諮詢有限公司 (Beijing Jangho Chuangzhan Management Consulting Company Limited) (formerly known as 北京江河創展投資管理有限公司 and 北京黔龍華資國際投資管理諮詢有限公司), a company established in the PRC with limited liability on 8 December 2004 and a wholly-owned subsidiary of Jangho Co. and one of the controlling shareholders of the Company

江河創建集團股份有限公司 (Jangho Group Co., Ltd.) (formerly known as 北京江河幕墻股份有限公司 (Beijing Jangho Curtain Wall Co., Ltd.) and 北京江河幕墻裝飾工 程有限公司), a joint stock limited company established in the PRC on 4 February 1999 (the A shares of which have been listed on the Shanghai Stock Exchange (stock code: 601886) since 18 August 2011), and one of the controlling shareholders of the Company

Jangho Hong Kong Holdings Limited (江河香港控股有限 公司) (formerly known as JANGHO CURTAIN WALL HONGKONG LIMITED (江河幕墻香港有限公司)), a company incorporated in Hong Kong with limited liability on 28 October 2009, a wholly-owned subsidiary of Jangho Co., and one of the controlling shareholders of the Company

北京江河源控股有限公司 (Beijing Jiangheyuan Holdings Co., Ltd.) (formerly known as 北京江河源工貿有限責任 公司), a company established in the PRC with limited liability on 27 November 1998, which is 85% and 15% beneficially owned by Mr. Liu and Ms. Fu (both being the controlling shareholders), respectively, and one of the controlling shareholders of the Company

– 3 –

DEFINITIONS

• “Latest Practicable Date”

10 April 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Date”

• Thursday, 5 July 2018

• “Listing Rules”

  • The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended, supplemented or otherwise modified from time to time)

• “Memorandum” or the amended and restated memorandum of association of “Memorandum of Association” the Company, adopted on 11 June 2018 which will take effect from the Listing Date, and as amended from time to time

• “Memorandum” or

• “Mr. Liu”

• Mr. Liu Zaiwang (劉載望), one of the controlling shareholders of the Company and the spouse of Ms. Fu

• “Mr. Steve Leung”

• Leung Chi Tien Steve (梁志天), the founder and one of the substantial Shareholders of the Company

• “Ms. Chan”

• Chan Siu Wan (陳小雲), one of the substantial Shareholders of the Company and the spouse of Mr. Steve Leung

• “Ms. Fu”

• Ms. Fu Haixia (富海霞), one of the controlling shareholders of the Company and the spouse of Mr. Liu

• “Peacemark Enterprises”

• PEACEMARK ENTERPRISES LIMITED, a company incorporated in the BVI with limited liability on 2 January 2014, a direct wholly-owned subsidiary of Jangho HK and one of the controlling shareholders of the Company

• “PRC”

• the People’s Republic of China and, for the purpose of this circular only, excludes Hong Kong,Taiwan and Macau

• “Prospectus”

• the prospectus issued by the Company dated 22 June 2018

– 4 –

DEFINITIONS

“Reach Glory”

“Repurchase Mandate”

• “SFO”

• “Share(s)”

• “Shareholder(s)”

• “Sino Panda”

• “Stock Exchange”

• “Sundart Holdings”

“Takeovers Code”

• “%”

REACH GLORY INTERNATIONAL LIMITED, a company incorporated in the BVI with limited liability on 15 June 2015 and a wholly-owned subsidiary of Jangho HK, and one of the controlling shareholders of the Company

a general unconditional mandate proposed to be granted to the Directors to repurchase Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of the relevant resolution at the AGM

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

ordinary share(s) in the share capital of the Company

holder(s) of the Share(s)

SINO PANDA GROUP LIMITED, a company incorporated in the BVI with limited liability on 8 August 2014, which is wholly and beneficially owned by Mr. Steve Leung

The Stock Exchange of Hong Kong Limited

SUNDART HOLDINGS LIMITED (承達集團有限公司) (stock code: 1568), a BVI business company incorporated in the BVI with limited liability, the shares of which have been listed on the Main Board of the Stock Exchange since 29 December 2015 and an indirect non-wholly owned subsidiary of Jangho HK, and one of the controlling shareholders of the Company

The Codes on Takeovers and Mergers and Share BuyBacks issued by the Securities and Futures Commission in Hong Kong, as amended from time to time

per cent.

• For identification purposes only

– 5 –

LETTER FROM THE BOARD

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)

Executive Directors: Mr. Siu Man Hei (Chief Executive Officer) Mr.Yip Kwok Hung Kevin (Chief Financial Officer) Mr. Ding Chunya Ms. Kau Wai Fun

Non-executive Directors: Mr. Xu Xingli (Chairman) Mr. Huang Jianhong

Independent Non-executive Directors: Mr. Tsang Ho Ka Eugene Mr. Liu Yi Mr. Sun Yansheng

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Headquarters and Principal Place of Business in Hong Kong: 30/F Manhattan Place 23 Wang Tai Road Kowloon Bay Hong Kong

17 April 2019

To the Shareholders

Dear Sirs or Madams,

PROPOSALS FOR DECLARATION OF FINAL AND SPECIAL DIVIDEND; GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; EXTENSION OF GENERAL MANDATE TO ISSUE SHARES; RE-ELECTION OF DIRECTORS; RE-APPOINTMENT OF AUDITOR; AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information on the resolutions to be proposed at the AGM for the approval of (a) the declaration of final and special dividend; (b) the Issue Mandate; (c) the Repurchase Mandate; (d) the extension of the Issue Mandate; (e) the re-election of Directors; and (f) the re-appointment of auditor, and to give you notice of the AGM at which the resolutions will be proposed to consider and, if thought fit, to approve such matters.

– 6 –

LETTER FROM THE BOARD

PROPOSED DECLARATION OF FINAL AND SPECIAL DIVIDEND

The Board has proposed a final dividend of HK2.50 cents and a special dividend of HK2.50 cents per Share for the year ended 31 December 2018 to the Shareholders whose names appear on the register of members of the Company at the close of business on 21 August 2019. The proposed final and special dividend, if approved, is expected to be paid on 30 August 2019.

For determining the entitlement to the proposed final and special dividend, the register of members of the Company will be closed from 19 August 2019 to 21 August 2019, both days inclusive, during which period no transfer of shares will be registered. In order to establish the entitlement of Shareholders to receive the final and special dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 16 August 2019.

ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION OF ISSUE MANDATE

Pursuant to the written resolutions passed by the Shareholders on 11 June 2018, the Directors were granted (a) a general unconditional mandate to allot, issue and otherwise deal with Shares not exceeding 20% of the total number of Shares in issue immediately following the completion of Capitalisation Issue and the Global Offering; (b) a general unconditional mandate to repurchase Shares not exceeding 10% of the total number of Shares in issue immediately following the completion of Capitalisation Issue and the Global Offering; and (c) the power to extend the general unconditional mandate mentioned in (a) above by an amount representing the aggregate number of Shares repurchased by the Company pursuant to the general unconditional mandate to repurchase securities referred to in (b) above (up to 10% of the total number of Shares in issue immediately following the completion of the Global Offering). The above general mandates will expire at the conclusion of the AGM. At the AGM, the following resolutions, inter alia , will be proposed: (a) to grant the Issue Mandate to the Directors to exercise the power of the Company to allot, issue and otherwise deal with Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of such resolution; (b) to grant the Repurchase Mandate to the Directors to repurchase Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of such resolution; and (c) conditional upon the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, to extend the Issue Mandate by an amount representing the aggregate number of Shares repurchased under the Repurchase Mandate (up to 10% of the total number of Shares in issue as at the date of passing of the resolution for approving the Repurchase Mandate). The full texts of the above resolutions are set out in resolutions numbered 5 to 7 in the notice of the AGM contained in pages 21 to 25 of this circular.

– 7 –

LETTER FROM THE BOARD

Each of the Issue Mandate and the Repurchase Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the expiration of the period within which the Company is required by any applicable laws of the Cayman Islands or the Articles of Association to hold its next annual general meeting; or (c) the time when such mandate is varied, revoked or renewed by an ordinary resolution of the Company in a general meeting.

Under Rule 10.06(1)(b) of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM.The explanatory statement is set out in Appendix I to this circular.

PROPOSED RE-ELECTION OF DIRECTORS

The Board currently consists of nine Directors, of which the executive Directors are Mr. Siu Man Hei, Mr.Yip Kwok Hung Kevin, Mr. Ding Chunya and Ms. KauWai Fun; the non-executive Directors are Mr. Xu Xingli and Mr. Huang Jianhong; and the independent non-executive Directors are Mr. Tsang Ho Ka Eugene, Mr. Liu Yi and Mr. Sun Yansheng.

In compliance with paragraph A.4.2 of the code provisions as set out in the Corporate Governance Code and Corporate Governance Report as contained in Appendix 14 to the Listing Rules, every Director should be subject to retirement by rotation at least once every three years. Furthermore, pursuant to article 84(1) of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three (3), the number nearest to but no less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Pursuant to article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first annual general meeting after his appointment and be subject to re-election at such meeting and shall then be eligible for re-election. Pursuant to the aforesaid provisions, four of the Directors, namely Mr. Huang Jianhong, Mr.Yip Kwok Hung Kevin, Mr. Ding Chunya and Ms. Kau Wai Fun shall retire at the AGM and, being eligible, will offer themselves for re-election at the AGM. Particulars of each of the Directors proposed to be re-elected at the AGM which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

PROPOSED RE-APPOINTMENT OF AUDITOR

The financial statements of the Group for the year ended 31 December 2018 were audited by the auditor of the Company, Messrs. Deloitte Touche Tohmatsu, whose term of office will expire upon the AGM. The Board proposed to re-appoint Messrs. Deloitte Touche Tohmatsu as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

– 8 –

LETTER FROM THE BOARD

AGM AND PROXY ARRANGEMENT

A notice of the AGM is set out on pages 21 to 25 of this circular.A form of proxy for use at the AGM is enclosed herewith. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to 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 fixed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company.The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATIONS

The Directors consider that the proposed resolutions as set out in the notice of the AGM contained in pages 21 to 25 of this circular including the proposals for (a) the declaration of final and special dividend; (b) the Issue Mandate; (c) the Repurchase Mandate; (d) the extension of the Issue Mandate; (e) the re-election of the Directors; and (f) the re-appointment of auditor, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

Your attention is also drawn to the additional information set out in the appendices to this circular.

– 9 –

LETTER FROM THE BOARD

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By Order of the Board Steve Leung Design Group Limited 梁志天設計集團有限公司 Xu Xingli Chairman

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase shares on the Stock Exchange and any other stock exchange on which securities of such company are listed and such exchange recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions.Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

SHARES

As at the Latest Practicable Date, there were a total of 1,140,000,000 Shares in issue.The Repurchase Mandate will enable the Directors to repurchase the Shares up to a maximum of 10% of the aggregate number of the Shares in issue as at the date of passing of the relevant ordinary resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 114,000,000 Shares.The Repurchase Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the expiration of the period within which the next annual general meeting of the Company is required the Articles or any applicable laws of the Cayman Islands to be held; or (c) the passing of an ordinary resolution of our Shareholders in general meeting revoking, varying or renewing such mandate.

FUNDING OF REPURCHASE

Any repurchases must be financed out of funds legally available for the purpose in accordance with the Memorandum and the Articles and the applicable laws and regulations of the Cayman Islands.

A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange as amended from time to time. Subject to the foregoing, any repurchases by the Company may be made out of the profits of the Company, out of the share premium account of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or, subject to the Cayman Companies Law and the Memorandum and Articles of Association, out of capital and, in the case of any premium payable on the purchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Cayman Companies Law and the Memorandum and Articles of Association, out of capital.

– 11 –

EXPLANATORY STATEMENT

APPENDIX I

REASONS FOR REPURCHASES

The Directors believe that the ability to repurchase Shares is in the interests of the Company and the Shareholders. Repurchases may, depending on the circumstances, result in an increase in the net assets and/or earnings per Share. The Directors sought the grant of a general mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate.The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and our Shareholders.

EFFECT OF EXERCISING THE REPURCHASE MANDATE

The Directors consider that there might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements of the Company for the year ended 31 December 2018 in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or on the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DIRECTORS,THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates currently intends to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders at the AGM. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so if the Repurchase Mandate is approved by the Shareholders at the AGM.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Memorandum and the Articles of Association.

THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If, as a result of a repurchase of Shares by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the

– 12 –

APPENDIX I

EXPLANATORY STATEMENT

level of increase in the interest of the Shareholder(s), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code. As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following Shareholders had an interest in 5% or more of the total number of the issued Shares:

Long positions in the Company

				Approximate
				percentage of
			Approximate	shareholding if
			percentage of	the
			the issued	Repurchase
			share capital	Mandate is
	Capacity/Nature	Number of	of the	exercised in
Name of shareholders	of interest	shares	Company	full
Eagle Vision	Beneficial owner	598,500,000	52.50%	58.33%
Peacemark Enterprises_(Note 2)_	Interest in	598,500,000	52.50%	58.33%
	controlled
	corporation
Jangho HK_(Note 3)_	Interest in	598,500,000	52.50%	58.33%
	controlled
	corporation
Jangho Co_(Note 4)_	Interest in	598,500,000	52.50%	58.33%
	controlled
	corporation
Jiangheyuan_(Note 5) (Note 6)_	Interest in	598,500,000	52.50%	58.33%
	controlled
	corporation
Mr. Liu_(Note 6)_	Interest in	598,500,000	52.50%	58.33%
	controlled
	corporation
Ms. Fu_(Note 7)_	Interest of spouse	598,500,000	52.50%	58.33%
Sino Panda	Beneficial owner	256,500,000	22.50%	25.00%
Mr. Steve Leung_(Note 8)_	Interest in	256,500,000	22.50%	25.00%
	controlled
	corporation
Ms. Chan_(Note 9)_	Interest of spouse	256,500,000	22.50%	25.00%

– 13 –

EXPLANATORY STATEMENT

APPENDIX I

				Approximate
				percentage of
			Approximate	shareholding if
			percentage of	the
			the issued	Repurchase
			share capital	Mandate is
	Capacity/Nature	Number of	of the	exercised in
Name of shareholders	of interest	shares	Company	full
Gloryeild Enterprises (Note 10)	Interest in 10% or	171,000,000	15.00%	16.67%
	more of shares
Sundart Holdings_(Note 11)_	Interest in 10% or	171,000,000	15.00%	16.67%
	more of shares
Reach Glory_(Note 12)_	Interest in 10% or	118,845,000	10.43%	11.58%
	more of shares
Health Capital_(Note 13)_	Interest in 10% or	171,000,000	15.00%	16.67%
	more of shares
Gangyuan HK_(Note 14)_	Interest in 10% or	171,000,000	15.00%	16.67%
	more of shares
Gangyuan Decoration_(Note 15)_	Interest in 10% or	171,000,000	15.00%	16.67%
	more of shares
Jangho Chuangzhan_(Note 16)_	Interest in 10% or	117,562,500	10.31%	11.46%
	more of shares

Notes:

1. On the basis of 1,140,000,000 share capital in issue as at 31 December 2018.

2. Eagle Vision is beneficially owned as to approximately 42.86% by Peacemark Enterprises and therefore Peacemark Enterprise is deemed to be interested in the shares held by Eagle Vision under the SFO.

3. Peacemark Enterprises is wholly and beneficially owned by Jangho HK and therefore Jangho HK is deemed to be interested in the shares indirectly held by Peacemark Enterprises through Eagle Vision under the SFO.

4. Jangho HK is wholly and beneficially owned by Jangho Co. and therefore Jangho Co. is deemed to be interested in the shares indirectly held by Jangho HK through Peacemark Enterprises and Eagle Vision under the SFO.

5. Ms. Fu, the spouse of Mr. Liu, is the sole director of Jiangheyuan. The board of directors of Jangho Co is controlled by Jiangheyuan and therefore Jiangheyuan is deemed to be interested in the shares held by Jangho Co through Jangho HK, Peacemark Enterprises and Eagle Vision under the SFO.

6. Jangho Co. is beneficially owned as to approximately 27.35% by Jiangheyuan (a company which is 85% and 15% beneficially owned by Mr. Liu and his spouse Ms. Fu, respectively) and beneficially owned as to approximately 23.25% by Mr. Liu and therefore, Mr. Liu is deemed to be interested in the shares indirectly held by Jangho Co. through Jangho HK, Peacemark Enterprises and Eagle Vision under the SFO.

7. Ms. Fu is the spouse of Mr. Liu and is therefore deemed to be interested in the shares that Mr. Liu is interested in under the SFO.

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EXPLANATORY STATEMENT

APPENDIX I

1. Sino Panda is wholly and beneficially owned by Mr. Steve Leung and therefore Mr. Steve Leung is deemed to be interested in the shares held by Sino Panda under the SFO.

2. Mr. Chan Siu Wan is the spouse of Mr. Steve Leung and is therefore deemed to be interested in the shares that Mr. Steve Leung is interested in under the SFO.

3. EagleVision was beneficially owned as to approximately 28.57% by Gloryeild Enterprises.As such, the Company is indirectly owned as to 15.00% by Gloryeild Enterprises as at the date of this report.

4. Gloryeild Enterprises was wholly and beneficially owned by Sundart Holdings. As such, the Company is indirectly owned as to approximately 15.00% by Sundart Holdings as at the date of this report.

5. Sundart Holdings was beneficially owned as to approximately 69.50% by Reach Glory. As such, the Company is indirectly owned as to approximately 10.43% by Reach Glory as at the date of this report.

6. Eagle Vision was beneficially owned as to approximately 28.57% by Health Capital. As such, the Company is indirectly owned as to 15.00% by Health Capital as at the date of this report.

7. Health Capital was wholly and beneficially owned by Gangyuan HK.As such, the Company is indirectly owned as to approximately 15.00% by Gangyuan HK as at the date of this report.

8. Gangyuan HK was wholly and beneficially owned by Gangyuan Decoration Gangyuan Decoration.As such, the Company is indirectly owned as to approximately 15.00% by Gangyuan Decoration as at the date of this report.

9. Gangyuan Decoration was beneficially owned as to 68.75% by Jangho Chuangzhan. As such, the Company is indirectly owned as to approximately 10.31% by Jangho Chuangzhan as at the date of this report.

Save as disclosed above, no other interests or short position in the Shares or underlying Shares were recorded in the register required to be kept under section 336 of the SFO as at the Latest Practicable Date.

Based on the current holding of the above Shareholders, an exercise of the Repurchase Mandate in full will not result in any of them becoming obliged to make a mandatory offer under Rule 26 and Rule 32 of the Takeovers Code.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors have no present intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25%.

SHARE REPURCHASE MADE BY THE COMPANY

No Shares have been purchased by the Company on the Stock Exchange in the six months preceding the Latest Practicable Date.

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EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange since 5 July 2018, being the Listing Date, and up to the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2018
July (from the Listing Date)	1.15	0.87
August	0.95	0.81
September	1.05	0.92
October	1.00	0.95
November	1.28	0.98
December	1.18	0.91
2019
January	1.06	0.93
February	1.03	0.95
March	0.96	0.83
April (up to the Latest Practicable Date)	0.85	0.81

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PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

The following are the particulars of the Directors (as required by the Listing Rules) being eligible and offering themselves for re-election at the AGM.

Mr. Huang Jianhong ( 黃劍虹先生 ) , aged 43, graduated from the distant-learning college of the faculty of finance (網路學院金融學專業網絡教育) of Hunan University in the PRC in July 2005, majoring in finance. Mr. Huang has over 20 years of experience in the PRC capital market. Mr. Huang currently serves as assistant director of Dongxing Securities (Hong Kong) Financial Holdings Limited, member firm of China Orient Asset Management Co., Ltd.. Since August 1994, Mr. Huang worked as a clerk in Minfa Securities Co., Ltd (閩發證券有限責任公司) and left in 2006. He subsequently worked in New Times Securities Co., Ltd., Orient Securities Co., Ltd. and Northeast Securities Co. Ltd respectively in 2006, 2007 and 2008. In January 2010, Mr. Huang joined Dongxing Securities Co., Ltd. as a senior regional manager of Fuzhou Jiangyan Road Sales Department (福州江厝路營業部). He subsequently worked as the regional representative of asset management department (資產管理部) from April 2010 to May 2013, deputy general manager and general manager of Fuzhou Wuyi Middle Road Sales Department (福州五一中路營業部) of Dongxing Securities Co., Ltd. from May 2013 to November 2017.

As at the Latest Practicable Date, Mr. Huang was not interested or deemed to be interested in any Shares or underlying Shares or debentures within the meaning of Part XV of the SFO.

Mr. Huang has entered into an appointment letter with the Company for a term of three years effected from the 23 January 2019 and he is subject to retirement from office and re-election at the AGM in accordance with the Articles of Association. No director’s fee will be payable to Mr. Huang but Mr. Huang is entitled to the reimbursement of all reasonable out-of-pocket expenses incurred in relation to the discharge of his duties to the Company for his appointment as an non-executive Director, which was determined by the Board based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for his position.

Mr. Huang is not connected with any existing Directors, senior management, substantial Shareholders or controlling shareholders of the Company.

Save as disclosed herein, Mr. Huang did not hold any directorship in other listed company in the past three years prior to the Latest Practicable Date. Save as disclosed herein, there is no information relating to Mr. Huang that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter in relation to the re-election of Mr. Huang that needs to be brought to the attention of the Shareholders and the Stock Exchange.

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PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr.Yip Kwok Hung Kevin (葉玨鴻先生), aged 40, is an executive Director and Chief Financial Officer of the Company. He is also a member of the risk management committee of the Board. Mr.Yip joined the Group in January 2014 and is mainly responsible for overseeing the financing, accounting and internal control, human resource and administrative management. He is also currently a director of each of the Group’s subsidiaries.

Prior to joining the Group, Mr.Yip joined Deloitte Touche Tohmatsu as a staff accountant in December 2002 and last served as a senior accountant of the audit department until June 2009, and was responsible for audit matters. From June 2009 to December 2013, he last served as an assistant financial controller of Rykadan Management Services Limited, a subsidiary of Rykadan Capital Limited (a company listed on the Main Board of the Stock Exchange (stock code: 2288) which operates and invests in real estate development, real estate investment and distribution of building materials), and was responsible for financial management and operational affairs.

Mr.Yip obtained a bachelor of science degree from The University of Hong Kong, Hong Kong in November 2000 and a master of commerce degree in funds management from The University of New South Wales, Australia in May 2003.

As at the Latest Practicable Date, Mr.Yip was not interested or deemed to be interested in any Shares or underlying Shares or debentures within the meaning of Part XV of the SFO.

Mr.Yip has entered into a service agreement with the Company for a term of three years effected from the Listing Date and he is subject to retirement from office and re-election at the AGM in accordance with the Articles of Association. Mr.Yip is entitled to a director’s fee of HK$1,380,000 per annum for his appointment as an executive Director, which was determined by the Board based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for his position.

Mr. Yip is currently a director of Eagle Vision. Save as disclosed herein, Mr. Yip is not connected with any existing Directors, senior management, substantial Shareholders or controlling shareholders of the Company.

Save as disclosed herein, Mr.Yip did not hold any directorship in other listed company in the past three years prior to the Latest Practicable Date. Save as disclosed herein, there is no information relating to Mr.Yip that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter in relation to the re-election of Mr.Yip that needs to be brought to the attention of the Shareholders and the Stock Exchange.

– 18 –

PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Mr. Ding Chunya (丁春亞先生), aged 36, is an executive Director of the Company. He is mainly responsible for overseeing the operation of Gangyuan Design and the business in the PRC. Mr. Ding joined Gangyuan Design in September 2010, which became a subsidiary of the Company since September 2016. From April 2013 to December 2014, he was appointed as the general manager of the Xiamen branch of Gangyuan Decoration, the then sole shareholder of Gangyuan Design and a company principally engaged in the business of decoration engineering, and was responsible for the marketing, manufacture and operation of such branch. Mr. Ding is also the principal of Gangyuan Design.

Mr. Ding graduated from the North China University of Technology (北方工業大學), the PRC with a Bachelor in Engineering in 2005. He was accredited as a senior interior architect (高級室內設計師) by the China Building Decoration Association (中國建築裝飾協會) in 2009. He became a deputy officer of the design committee of the China Building Decoration Association (中國建築裝飾協會) in 2015.

As at the Latest Practicable Date, Mr. Ding was not interested or deemed to be interested in any Shares or underlying Shares or debentures within the meaning of Part XV of the SFO.

Mr. Ding has entered into a service agreement with the Company for a term of three years effected from the Listing Date and he is subject to retirement from office and re-election at the AGM in accordance with the Articles of Association. Mr. Ding is entitled to a director’s fee of HK$448,000 per annum for his appointment as an executive Director, which was determined by the Board based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for his position.

Mr. Ding is not connected with any existing Directors, senior management, substantial Shareholders or controlling shareholders of the Company.

Save as disclosed herein, Mr. Ding did not hold any directorship in other listed company in the past three years prior to the Latest Practicable Date. Save as disclosed herein, there is no information relating to Mr. Ding that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter in relation to the re-election of Mr. Ding that needs to be brought to the attention of the Shareholders and the Stock Exchange.

– 19 –

PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Ms. Kau Wai Fun (裘慧芬女士), aged 58, is an executive Director of the Company and the Director of Administration of Steve Leung Designers Limited (“SLD”). Ms. Kau joined the Group as Administrative Manager of Steve Leung Architects Limited (“SLA”) in November 2005. She is mainly responsible for the management of administration and human resources.

Prior to joining our Group, Ms. Kau served as a finance and administration manager from August 1997 to February 2005 at PERCY THOMAS PARTNERSHIP (HK) LIMITED, a company incorporated in Hong Kong with limited liability which was principally engaged in architecture planning and design, where she was mainly responsible for office administration, finance and human resources management.

Ms. Kau obtained a diploma in human resource management from the University of Hong Kong School of Professional and Continuing Education, Hong Kong in 1998 and a Master of Science degree in training and human resource management from the University of Leicester, United Kingdom in 2004 through long distance learning. She became an ordinary member and subsequently a professional member of the Hong Kong Institute of Human Resource Management in 2008 and 2010 respectively.

As at the Latest Practicable Date, Ms. Kau was not interested or deemed to be interested in any Shares or underlying Shares or debentures within the meaning of Part XV of the SFO.

Ms. Kau has entered into a service agreement with the Company for a term of three years effected from the Listing Date and she is subject to retirement from office and re-election at the AGM in accordance with the Articles of Association. Ms. Kau is entitled to a director’s fee of HK$1,290,000 per annum for her appointment as an executive Director, which was determined by the Board based on the recommendations of the remuneration committee of the Company, with reference to her duties and responsibilities with the Company and the market rate for her position.

Ms. Kau is not connected with any existing Directors, senior management, substantial Shareholders or controlling shareholders of the Company.

Save as disclosed herein, Ms. Kau did not hold any directorship in other listed company in the past three years prior to the Latest Practicable Date. Save as disclosed herein, there is no information relating to Ms. Kau that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter in relation to the re-election of Ms. Kau that needs to be brought to the attention of the Shareholders and the Stock Exchange.

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of STEVE LEUNG DESIGN GROUP LIMITED 梁志天設計集團有限公司 (the “ Company ”) will be held at Lotus Room, 6/F, Marco Polo Hongkong Hotel, 3 Canton Road, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 3 June 2019 at 11:30 a.m. (or any adjournment thereof) for the following purposes:

As ordinary business:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries together with the directors’ report and the independent auditor’s report for the year ended 31 December 2018.

2. (a) To declare a final dividend of HK2.5 cents per ordinary share of the Company (the “ Share ”, collectively “ Shares ”) for the year ended 31 December 2018; and

3. (b) To declare a special dividend of HK2.5 cents per Share for the year ended 31 December 2018.

4. (a) To re-elect, each as a separate resolution, the following persons as directors of the Company (each a “ Director ”, together with all other directors of the Company, the “ Directors ”):

   • (i) Mr. Huang Jianhong as a non-executive Director;

   • (ii) Mr.Yip Kwok Hung Kevin as an executive Director;

   • (iii) Mr. Ding Chunya as an executive Director; and

   • (iv) Ms. Kau Wai Fun as an executive Director;

5. (b) To authorise the board of Directors (the “ Board ”) to determine the remuneration of the Directors.

– 21 –

NOTICE OF ANNUAL GENERAL MEETING

1. To re-appoint Messrs. Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Board to determine its remuneration.

As special business , to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

1. “ THAT :

2. (a) subject to sub-paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with any additional shares of the Company (the “Shares”) and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;

3. (b) the approval in sub-paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power after the end of the Relevant Period (as hereinafter defined);

4. (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in subparagraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors, officers and/or employees of the Company and/or any of its subsidiaries or any other person of Shares or rights to acquire Shares; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

– 22 –

NOTICE OF ANNUAL GENERAL MEETING

• (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 Company is required by any applicable laws of the Cayman Islands or its articles of association to hold its next annual general meeting; and

• (iii) the time when such mandate is varied, revoked or renewed by an ordinary resolution of the Company in a general meeting.

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities of the Company giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion 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, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

1. “ THAT :

2. (a) subject to sub-paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other exchange on which the shares of the Company may be listed and which is 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/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate number of the shares of the Company which may be purchased by the Company pursuant to the approval in sub-paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

– 23 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) 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 Company is required by any applicable laws of the Cayman Islands or its articles of association to hold its next annual general meeting; and

• (iii) the time when such mandate is varied, revoked or renewed by an ordinary resolution of the Company in a general meeting.”

• “ THAT conditional upon resolutions numbered 5 and 6 above being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to resolution numbered 5 above be and is hereby extended by the addition to the aggregate number of the shares of the Company which may be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of the shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the aggregate number of the Shares in issue at the date of passing of this resolution.”

By Order of the Board

Steve Leung Design Group Limited 梁志天設計集團有限公司 Xu Xingli Chairman

Hong Kong, 17 April 2019

– 24 –

NOTICE OF ANNUAL GENERAL MEETING

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

Notes:

• (1) A member of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his/her proxy to attend and, on a poll, vote in his/her stead.A member who is the holder of two or more Shares may appoint more than one proxy to represent him/her, on a poll, vote on his/her behalf.A proxy need not be a member of the Company.

• (2) In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarial certified copy of that power of 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,Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof.

• (3) The register of members will be closed from 29 May 2019 to 3 June 2019, both days inclusive, during which period no transfer of Shares will be registered. In order to establish the entitlement of shareholders to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 28 May 2019.

• (4) Subject to the passing of resolution 2 above at the AGM, the final and special dividends will be payable to the Shareholders whose names appear on the register of member of the Company at the close of business on 21 August 2019.The proposed final and special dividend, if approved, is expected to be paid on 30 August 2019. The register of members of the Company will be closed from 19 August 2019 to 21 August 2019, both days inclusive, during which period no transfer of shares will be registered. In order to establish the entitlement of Shareholders to receive the final and special dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 16 August 2019.

• (5) According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at general meeting of the Company must be taken by poll.Therefore, all proposed resolutions put to the vote at the AGM will be taken by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

• (6) With regard to ordinary resolutions set out in paragraph 2 to 7 of this notice, a circular giving, inter alia , details of the proposed declaration of final and special dividend, granting of general mandates to issue and to repurchase Shares, the extension of the general mandate to issue Shares, re-election of Directors and re-appointment of auditor will be dispatched to shareholders of the Company.The particulars of the Directors who are subject to re-election at the meeting are set out in Appendix II to the circular.

– 25 –