Steve Leung Design Group Limited — Proxy Solicitation & Information Statement 2021

Aug 10, 2021

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

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of STEVE LEUNG DESIGN GROUP LIMITED (the ‘‘Company’’) will be held at 30/F, Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Kowloon, Hong Kong at 11:00 a.m. on Monday, 30 August 2021, to consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. ‘‘THAT

   • (a) the framework agreements dated 24 June 2021 and entered into between the Company and 江河創建集團股份有限公司 (Jangho Group Co., Ltd.) and 江河創 新地產股份有限公司 (Jangho Chuangxin Real Estate Co., Ltd.) respectively (the ‘‘Framework Agreements’’) and the transactions contemplated thereunder (copies of the Framework Agreements are 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 Agreements for each of the three financial years ending 31 December 2023 be and are hereby approved and confirmed; and

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• (c) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised to, on behalf of the Company, sign and execute all documents, instruments and agreements and do all such acts or things or prior actions deemed by him/her to be incidental to, ancillary to or in connection with or to give effect to the Framework Agreements and the transactions contemplated thereunder.’’

By order of the Board Xu Xingli Chairman

Hong Kong, 10 August 2021

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 of the Company (‘‘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, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, 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 Wednesday, 25 August 2021 to Monday, 30 August 2021 (both days inclusive), during which no transfer of shares will be effected. In order to be entitled to attend the EGM and vote at the EGM, all completed share transfer forms accompanied with the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, not later than 4:30 p.m. on Tuesday, 24 August 2021. The address of Link Market Services (Hong Kong) Pty Limited is Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong.

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• (d) Where there are joint registered holders of any shares, any one of such persons may vote at any meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she 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.

• (e) The resolution set out in this notice will be voted by way of a poll.

• (f) If tropical cyclone warning signal No. 8 or above is in force or ‘‘extreme conditions’’ caused by super typhoons or black rainstorm warning signal is in force at or at any time after 7:00 a.m. on the date of the EGM, the EGM will be postponed and members will be informed of the date, time and venue of the postponed EGM by a supplementary notice, posted on the respective websites of the Company and Hong Kong Exchanges and Clearing Limited.

The EGM will be held as scheduled when amber or red rainstorm warning signal is in force.

After considering their own situations, members should decide whether they would attend the EGM under bad weather condition and if they do so, they are advised to exercise care and caution.

• (g) * For identification purpose only

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. Ding Jingyong and the independent non-executive Directors are Mr. Liu Yi, Mr. Sun Yansheng and Mr. Tsang Ho Ka Eugene.

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