Town Ray Holdings Limited — Proxy Solicitation & Information Statement 2021

Nov 17, 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.

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(Stock Code: 1692)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Town Ray Holdings Limited (the ‘‘Company’’) will be held at 11:00 a.m. on Wednesday, 8 December 2021 at 10th Floor, Block A, Chung Mei Centre, 15 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong (or any adjournment thereof) to consider, and if thought fit, pass the following resolution as an ordinary resolution of the Company. The capitalised terms defined in the circular dated 18 November 2021 issued by the Company (the ‘‘Circular’’) of which this notice forms part shall have the same meanings when used herein unless otherwise specified:

ORDINARY RESOLUTION

1. ‘‘THAT

2. (i) the Tenancy Agreements (the copies of which had been produced to the meeting and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, confirmed and ratified; and

3. (ii) any one director of the Company (or any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Tenancy Agreements and the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon.’’

By Order of the Board Town Ray Holdings Limited Chan Kam Kwong Charles Chairman and non-executive Director

Hong Kong, 18 November 2021

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Registered Office: Windward 3 Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Headquarter and Principal Place of Business in Hong Kong: 10th Floor, Block A Chung Mei Centre 15 Hing Yip Street Kwun Tong, Kowloon Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his/her proxy to attend and vote in his/her stead. A member who is the holder of two or more shares of the Company may appoint more than one proxy. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the EGM and voting in person should he/she so wish. In such event, his/her form of proxy will be deemed to be revoked.

2. A form of proxy for the EGM is enclosed. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, shall be deposited at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting (i.e. not later than 11:00 a.m. on Monday, 6 December 2021).

3. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

4. For the purpose of ascertaining the shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 3 December 2021 to Wednesday, 8 December 2021, both dates inclusive, the period during which no transfer of shares of the Company will be effected. In order to be eligible to attend and vote at the meeting, all completed share transfer documents, accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 2 December 2021.

5. Members of the Company or their proxies shall produce documents of their proof of identity when attending the EGM.

6. If typhoon signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 7:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will post an announcement on the website of Company at www.townray.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

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PRECAUTIONARY MEASURES FOR THE EGM

Due to the outbreak of the coronavirus pandemic (the ‘‘Pandemic’’), the Company will implement the following precautionary measures against the Pandemic at the venue of meeting of the EGM (the ‘‘Venue’’) to protect the Shareholders from the risk of infection:

• i. compulsory body temperature check will be conducted for every Shareholder or his/her proxy at the entrance of the Venue. Any person with a body temperature of over 37.5 degrees Celsius will not be admitted to the Venue;

• ii. every Shareholder or his/her proxy will have to submit a completed health declaration form prior to entry into the Venue;

• iii. every Shareholder or his/her proxy will have to scan the ‘‘LeaveHomeSafe’’ venue QR code or register contact details in written form prior to entry into the Venue;

• iv. every Shareholder or his/her proxy is required to wear his or her own surgical face mask throughout the EGM. Any person who refuses to wear surgical face mask will not be admitted to or will be asked to leave the Venue;

• v. every Shareholder or his/her proxy who has travelled from jurisdictions, which according to the Department of Health of Hong Kong would render such person subject to a quarantine order, within 21 days of the date of EGM will not be admitted to the Venue; and

• vi. no refreshments will be served and no corporate gift will be given.

To the extent permitted by the law, the Company reserves the right to deny any person’s entry into the EGM Venue or require any person to leave the EGM Venue so as to ensure the health and safety of the attendees at the EGM.

Furthermore, the Company wishes to strongly advise the Shareholders, particularly the Shareholders who are unwell, subject to quarantine in relation to the Pandemic or unable to travel to attend to EGM, that they may appoint any person or the chairman of the EGM as a proxy to vote on the ordinary resolution to be proposed at the EGM, instead of attending the EGM in person. The Company also encourages the Shareholders to take note of the Company’s website and the website of the Stock Exchange for any updates in relation to the EGM.

As at the date of this notice, the Board comprises Mr. Chan Wai Ming, Mr. Chiu Wai Kwong, Ms. Tang Mei Wah and Mr. Yu Kwok Wai as executive Directors; Dr. Chan Kam Kwong Charles and Ms. Cheng Yuk Sim Connie as non-executive Directors; and Mr. Chan Ping Yim, Mr. Choi Chi Leung Danny and Mr. Chan Shing Jee as independent non-executive Directors.

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