Steve Leung Design Group Limited — Proxy Solicitation & Information Statement 2025

Apr 22, 2025

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.

SLD

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 30/F, Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Kowloon, Hong Kong on Thursday, 29 May 2025 at 11 a.m. (or any adjournment thereof) for the following purposes:

ORDINARY RESOLUTIONS

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 2024.

2. (a) To re-elect the following persons as directors of the Company (each a "Director", together with all other directors of the Company, the "Directors"):

(i) Mr. Leung Chi Tien Steve, BBS as an executive Director;

(ii) Mr. Ding Jingyong as a non-executive Director;

(iii) Mr. Liu Yi as an independent non-executive Director;

(iv) Ms. Wang Wanjun as an independent non-executive Director; and

(v) Mr. Wong Man Hei as a non-executive Director.

(b) To authorise the board of Directors (the "Board") to determine the remuneration of the Directors.

1. To re-appoint BDO Limited 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:

4. “THAT:

(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”) (including any sale or transfer of treasury Shares out of treasury) 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;

(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);

(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) (including any sale or transfer of treasury Shares out of treasury) and issued by the Directors pursuant to the approval in sub-paragraph (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 (excluding any treasury Shares) as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

(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;

• 2 -

---

(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:

(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 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;

(b) the aggregate number of the Shares 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 (excluding any treasury Shares) as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

(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

• 3 -

---

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

1. “THAT conditional upon resolutions numbered 4 and 5 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 pursuant to resolution numbered 4 above be and is hereby extended by the addition to the aggregate number of the Shares which may be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of the Shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the aggregate number of the Shares in issue (excluding any treasury Shares) at the date of passing of this resolution.”

SPECIAL RESOLUTION

1. “THAT the existing second amended and restated articles of association of the Company (the “Existing Articles”) be and hereby amended in the manner as set out in the circular of the Company dated 22 April 2025 (the “Circular”); the third amended and restated articles of association of the Company (the “New Articles”) in the form produced to the AGM, a copy of which has been produced to the AGM marked “A” and signed by the chairman of the AGM for the purpose of identification, which incorporates all the proposed amendments mentioned in the Circular, be approved and adopted as the New Articles in substitution for and to the exclusion of the Existing Articles with immediate effect after the close of the AGM; and that any Director or the secretary of the Company be and are hereby authorised to do all things necessary to implement the adoption of the New Articles including attending to the necessary registration and filings with the Registrar of Companies in the Cayman Islands and Hong Kong.”

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, 22 April 2025

As at the date of this notice, the executive Directors are Mr. Leung Chi Tien Steve, BBS, Mr. Siu Man Hei (Chief Executive Officer) and Mr. Yip Kwok Hung Kevin (Chief Financial Officer), the non-executive Directors are Mr. Xu Xingli (Chairman), Mr. Ding Jingyong and Mr. Wong Man Hei, and the independent non-executive Directors are Mr. Liu Yi, Mr. Tsang Ho Ka Eugene and Ms. Wang Wanjun.

---

• 5 -

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 certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, MUFG Corporate Markets Pty Limited (formerly known as "Link Market Services (Hong Kong) Pty Limited"), at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, 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 Monday, 26 May 2025 to Thursday, 29 May 2025, 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 MUFG Corporate Markets Pty Limited (formerly known as "Link Market Services (Hong Kong) Pty Limited"), at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong, for registration not later than 4:30 p.m. on Friday, 23 May 2025.

(4) 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.

(5) If typhoon signal No. 8 or above, or a "black" rainstorm warning is in effect at any time within three hours of the time fixed for holding this meeting, this meeting will be adjourned. The Company will post an announcement on the website of the Company at www.sldgroup.com and on the HKEXnews website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk to notify the Shareholders of the date, time and place of the adjourned meeting.

(6) A circular giving, inter alia, details of granting of general mandates to issue and to repurchase Shares, the extension of the general mandate to issue Shares, re-election of Directors, re-appointment of auditor and the proposed amendments to the Existing Articles will be dispatched to Shareholders on 22 April 2025. The particulars of the Directors who are subject to re-election at the meeting are set out in Appendix II to the Circular.