Grande : Notice of Special General Meeting

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THE GRANDE HOLDINGS LIMITED ྗਹණྠϞࠢʮ̡*

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the "SGM") of The Grande Holdings Limited (the "Company") will be held at Flat C, 32/F, TML Tower, 3 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on Friday, 9 February 2018 at 4:00 p.m. for the purposes of considering and, if thought fit, passing the following resolution of the Company as a special resolution:

SPECIAL RESOLUTION

1. "THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda, the English name of the Company be changed from "The Grande Holdings Limited" to "Nimble Holdings Company Limited" and "ઽઠછٰϞࠢʮ̡" be adopted as the Company's secondary name in place of the existing Chinese name "ྗਹණྠϞࠢʮ̡" which has been used for identification purposes only and that any Director of the Company be and is hereby authorized for and on behalf of the Company to do all such acts, deeds and things and to sign, seal and execute and deliver all such documents as he may, in his absolute discretion, deem fit in order to effect and implement such change of name, and that any matters that have been done on or before the passing of this resolution in connection with the change of name be and are hereby ratified, confirmed and approved."

By order of the Board

The Grande Holdings Limited

Tan Bingzhao

Chairman and executive Director

Hong Kong, 23 January 2018

*

For identification purposes only

Registered Office:

Wessex House, 5th Floor, 45 Reid Street,

Hamilton HM 12,

Bermuda

Principal place of business in Hong Kong:

11/F., The Grande Building,

398 Kwun Tong Road, Kowloon,

Hong Kong

Notes:

• 1. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. Any member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the SGM. A proxy need not be a member of the Company.

• 2. To be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, must be lodged with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a member from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.

• 3. Where there are joint holders of any share, any one of such joint holder may vote, either in person 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 SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• 4. In order to be entitled to attend and vote at the SGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Monday, 5 February 2018 which is the last registration date and also the record date for the SGM.

• 5. A form of proxy for the SGM is enclosed with this circular.

• 6. Voting on the resolution at the SGM will be conducted by way of poll.

• 7. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the Board comprises three executive Directors, being Mr. Tan Bingzhao (Chairman), Mr. Deng Xiangping, Mr. Hon Yung Kwong; and three independent non-executive Directors, being Dr. Lin Jinying, Dr. Lu Zhenghua and Dr. Ye Hengqing.