2021-11-10 Announcements and Notices - [Notice of EGM/SGM] NOTICE OF EXTRAORDINARY GENERAL MEETING

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C&D INTERNATIONAL INVESTMENT GROUP LIMITED

建 發 國 際 投 資 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(STOCK CODE: 1908)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ''Meeting'') of C&D International Investment Group Limited (the ''Company'') will be held at Office No. 3517, 35th Floor, Wu Chung House, 213 Queen's Road East, Wanchai, Hong Kong on Friday, 3 December 2021 at 3:00 p.m., to consider, if thought fit, transact the following resolutions of the Company by way of ordinary resolutions:

ORDINARY RESOLUTIONS

''THAT:

1. (a) the equity transfer agreement dated 9 September 2021 entered into between Xiamen Yi Yue Property Company Limited* (廈門益悅置業有限公司) (''Yi Yue'') and C&D Real Estate Corporation Limited* (建發房地產集團有限公司) (''C&D Real
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      Estate'') and the equity transfer agreement dated 9 September 2021 entered into between Xiamen Zhaoyirong Property Development Company Limited* (廈門兆翊 蓉房地產開發有限公司) (''Xiamen Zhaoyirong'') and C&D Real Estate (collectively, the ''Changsha Zhaoxiang Equity Transfer Agreements'') pursuant to which C&D Real Estate agreed to sell and Yi Yue and Xiamen Zhaoyirong
      agreed to purchase 85% and 5% equity interests in Changsha Zhaoxiang Real Estate Company Limited* (長沙兆祥房地產有限公司), respectively (a copy of which has been produced to the Meeting and initialed by the chairman of the Meeting for identification purpose), the transactions contemplated thereunder and all other transactions in connection therewith and any other ancillary documents, be and are hereby confirmed, approved and ratified, subject to such addition or amendment as any director(s) of the Company (the ''Director(s)'') may consider necessary, desirable or appropriate;
   2. any Director(s) be and are hereby authorised for and on behalf of the Company to, amongst others, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Changsha Zhaoxiang Equity Transfer Agreements and any ancillary documentation and transactions thereof;

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1. (a) the equity transfer agreement dated 9 September 2021 entered into between Shanghai C&D Shenggao Enterprise Development Company Limited* (上海建發盛 高企業發展有限公司) (''Shanghai Shenggao'') and C&D Real Estate and the
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      equity transfer agreement dated 9 September 2021 entered into between Xiamen Zhaoyirong and Xiamen Liyuan Investment Company Limited* (廈門利源投資有限
      公司) (''Xiamen Liyuan'') (collectively, the ''Xiamen Zhaodinglong Equity Transfer Agreements'') pursuant to which C&D Real Estate and Xiamen Liyuan agreed to sell and Shanghai Shenggao and Xiamen Zhaoyirong agreed to purchase
      95% and 5% equity interests in Xiamen Zhaodinglong Real Estate Development Company Limited* (廈門兆鼎瓏房地產開發有限公司), respectively (a copy of which has been produced to the Meeting and initialed by the chairman of the Meeting for identification purpose), the transactions contemplated thereunder and all other transactions in connection therewith and any other ancillary documents, be and are hereby confirmed, approved and ratified, subject to such addition or amendment as any Director(s) may consider necessary, desirable or appropriate; and
   2. any Director(s) be and are hereby authorised for and on behalf of the Company to, amongst others, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Xiamen Zhaodinglong Equity Transfer Agreements and any ancillary documentation and transactions thereof.''

	Yours faithfully
	By order of the Board
	C&D International Investment Group Limited
	建發國際投資集團有限公司
	Zhuang Yuekai
	Chairman and Executive Director
Hong Kong, 11 November 2021
Registered office:	Head office and principal place of business
Second Floor, Century Yard	in Hong Kong:
Cricket Square, P.O. Box 902	Office No. 3517, 35th Floor
Grand Cayman, KY1-1103	Wu Chung House
Cayman Islands	213 Queen's Road East
	Wanchai, Hong Kong

Notes:

1. A shareholder of the Company (the ''Shareholder'') entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote in his/her stead. A Shareholder who is the holder of two or more shares in the Company (the ''Shares'') may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. A proxy need not be a Shareholder.
2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person 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 are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

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1. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorized, and must be deposited with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (or any adjournment thereof).
2. The register of members of the Company will be closed from Tuesday, 30 November 2021 to Friday, 3 December 2021 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificate(s) must be lodged with the Company's Hong Kong branch share registrar and transfer office at the above address for registration by no later than 4:30 p.m. on Monday, 29 November 2021.
3. Delivery of an instrument appointing a proxy should not preclude a Shareholder from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. Due to the recent development of the COVID-19 epidemic, the Company will implement additional precautionary measures at the Meeting including, without limitation:
   . compulsory body temperature screening;
   . mandatory use of surgical face masks;
   . anyone subject to quarantine, has any flu-like symptoms or has travelled overseas within 14 days immediately before the Meeting (''recent travel history''), or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the Meeting; and
   . anyone attending the Meeting is reminded to observe good personal hygiene at all times.
5. The Company reminds all Shareholders that physical attendance in person at the Meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the Meeting as their proxy to vote on the relevant resolution(s) at the Meeting instead of attending the Meeting in person, by completing and return the form of proxy.
6. If any Shareholder chooses not to attend the Meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcome to send such question or matter in writing to the head office and principal place of business in Hong Kong of the Company or by fax at (852) 2525 7890. If any Shareholder has any question relating to the Meeting, please contact Tricor Investor Services Limited, the Company's Hong Kong branch share registrar and transfer office as follows:
   Tricor Investor Services Limited
   Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong Email: [e-mail]
   Tel: [phone]
   Fax: [phone]
7. Shareholders are advised to read the ''PRECAUTIONARY MEASURES FOR THE EGM'' section in the circular for further detail and monitor the development of the COVID-19 epidemic. Subject to the development of the COVID19 epidemic, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
8. In view of the travelling restrictions imposed by various jurisdictions to prevent the spread of the COVID-19 epidemic, certain director(s) of the Company may attend the Meeting through video conference or similar electronic means.

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As at the date of this notice, the Directors are:

Executive Directors

Mr. Zhuang Yuekai (庄躍凱) (Chairman)

Ms. Zhao Chengmin (趙呈閩)

Mr. Lin Weiguo (林偉國) (Chief Executive Officer)

Non-executive Directors

Mr. Huang Wenzhou (黃文洲)

Ms. Ye Yanliu (葉衍榴)

Mr. Wang Wenhuai (王文懷)

Independent non-executive Directors

Mr. Wong Chi Wai (黃羽也維)

Mr. Wong Tat Yan, Paul (黃達仁)

Mr. Chan Chun Yee (陳振宜)

This notice is prepared in both English and Chinese. In the event of inconsistency, the English text of the notice shall prevail over the Chinese text.

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