Top Spring International : Announcement- Notice of Extraordinary General Meeting

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TOP SPRING INTERNATIONAL HOLDINGS LIMITED

萊 蒙 國 際 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03688)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Top Spring International Holdings Limited (the "Company", together with its subsidiaries, the "Group") will be held at 17th Floor, Leighton, 77 Leighton Road, Causeway Bay, Hong Kong on Monday, 28 June 2021 at 10:00 a.m. to consider and, if though fit, pass the following ordinary resolutions (as ordinary businesses):

ORDINARY RESOLUTION

"THAT

1. authorisation of the directors of the Company (the "Director(s)") to commit to providing loans, guarantee(s) and/or other financial assistance of up to HK$1,640,000,000 to or for the benefit of Great Billion Corporation Limited ("Great Billion") and Wealth Channel Holdings Limited ("Wealth Channel") in relation to any agreed funding requirements for the real estate development projects carried out by Great Billion and Wealth Channel, on the basis that the same shall be so provided in proportion to the Group's shareholding interest in Great Billion and Wealth Channel from time to time and otherwise on normal commercial terms and all the transactions contemplated thereunder (the "Possible Financial Assistance") be and are hereby approved, confirmed and ratified; and
2. any one Director be and is hereby authorised to do all such acts and things as the Director in his or her sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Possible Financial Assistance and the transactions contemplated thereunder, where required, any amendment of the terms of the Possible Financial Assistance as required by, or for the

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purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations."

Yours faithfully,

For and on behalf of the Board

Top Spring International Holdings Limited

WONG Chun Hong

Chairman

Hong Kong, 8 June 2021

Headquarters and principal place of business in Hong Kong:

Rooms 04-08, 26th Floor

Shui On Centre

6-8 Harbour Road

Wanchai

Hong Kong

Notes:

1. Any member entitled to attend and vote at the EGM (and any adjournment of such meeting) shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf at the EGM (and any adjournment of such meeting). A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
3. In order to be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the EGM (or any adjournment of such meeting) (as the case may be) at which the person named in the instrument proposes to vote.
4. The register of members and the register of holders of the perpetual subordinated convertible securities ("PCSs") of the Company will be closed from Wednesday, 23 June 2021 to Monday, 28 June 2021 (both days inclusive), during which period no transfer of the Shares and PCSs will be effected. In order to qualify for attending and voting at the EGM or any adjournment of such meeting, (a) in the case of the Shares, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by no later than 4:30 p.m. on Tuesday, 22 June 2021; and (b) in the case of the PCSs, the notice of conversion in prescribed form, together with the relevant certificate of the PCSs and confirmation that any amounts required to be paid by the holder of the PCSs have been so paid, must be duly completed, executed and deposited with the Company at Rooms 04-08, 26th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 15 June 2021.
5. Completion and return of the proxy form does not preclude a member from attending and voting in person at the EGM (or any adjournment of such meeting) and, in such event, the proxy form shall be deemed to be revoked.
6. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the EGM (and any adjournment of such meeting), the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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Measures to Minimise Risk of Community Spread of 2019 Novel Coronavirus ("COVID-19"):

In view of the evolving 2019 COVID-19 situation, the Company reserves the right to take the following precautionary measures as may be appropriate at the EGM:

• All attendees will be required to undergo a temperature check and sign a health declaration form (which may also be used for the purposes of contact tracing if required) before entering the EGM venue
• Any person who has a fever will not be permitted to attend the EGM. Persons exhibiting flulike symptoms may also be refused admittance at the Company's discretion
• Any person, who has recently travelled to, any affected countries or areas outside Hong Kong (as per guidelines issued by the Hong Kong government at https://www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days prior to the EGM, will not be permitted to attend the EGM
• No refreshments will be served at the EGM

The Shareholders who are feeling unwell or have been placed on leave of absence on the date of the EGM are advised not to attend the EGM. Attendees who feel unwell (even without flu-like symptoms) are encouraged to wear surgical masks.

The Shareholders who prefer not to attend or are restricted from attending the EGM may still vote by proxy and are advised to take note of the latest date and time for the lodgement of the proxy form.

As the COVID-19 situation continues to evolve, the Company will closely monitor the situation and reserves the right to take further measures as appropriate in order to minimise any risk to the Shareholders and others attending the EGM and to comply with any requirements or recommendations of any government agencies from time to time.

The Company seeks the understanding and cooperation of all Shareholders to minimise the risk of community spread of COVID-19.

The EGM will commence sharply at 10:00 a.m., and the Shareholders are encouraged to arrive at the EGM venue at least half an hour prior to the meeting commencement time to avoid delays from precautionary measures mentioned above in the registration process.

As at the date of this notice, the executive Directors are Mr WONG Chun Hong, Ms LAM Mei Ka, Shirley and Mr LIANG Rui Chi; the non-executive Directors are Mr YIP Hoong Mun and Mr KUI Qiang; and the independent non-executive Directors are Mr CHENG Yuk Wo, Professor WU Si Zong and Mr CHAN Yee, Herman.

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