2021-10-21 Announcements and Notices - 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, 12 November 2021 at 3:00 p.m., to consider, if thought fit, transact the following resolution of the Company by way of ordinary resolution:

ORDINARY RESOLUTION

''THAT:

1. (a) the cooperation agreement (the ''Cooperation Agreement'') dated 13 August 2021 entered into among Xiamen Zhaochengyao Investment Company Limited* (廈門兆 澄垚投資有限公司) (''Xiamen Zhaochengyao''), Xiamen Guoji Xintuo Company Limited* (廈門國際信託有限公司) (''Xiamen Guoji Xintuo''), Fujian Zhaofeng Real Estate Company Limited* (福建兆豐房地產有限公司) (''Fujian Zhaofeng''), Xiamen C&D Jiarun City Construction Investment Company Limited* (廈門建發嘉 潤城市建設投資有限公司) (''C&D Jiarun'') and Xiamen Liyuan Investment Company Limited* (廈門利源投資有限公司) (''Xiamen Liyuan''), pursuant to which, among other things, (i) Xiamen Zhaochengyao and Xiamen Guoji Xintuo agreed to establish a joint venture (the ''Joint Venture''); (ii) C&D Jiarun and Xiamen Liyuan agreed to sell and the Joint Venture agreed to purchase 100% equity interests in Fujian Zhaofeng; and (iii) the registered capital of Fujian Zhaofeng shall be increased from RMB20,000,000 to RMB900,000,000; and the confirmation letter (the ''Confirmation Letter'') executed by Xiamen Zhaochengyao, Fujian Zhaofeng, C&D Jiarun and Xiamen Liyuan dated 12 October 2021, pursuant to which it is agreed among the parties that the rights and
   obligations of Xiamen Guoji Xintou under the Cooperation Agreement shall be passed to Xiamen Jiawoxin Investment Company Limited* (廈門佳沃信投資有限 責任公司) (''Xiamen Jiawoxin''), in response to the request from Xiamen Guoji Xintuo and Xiamen Jiawoxin (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,

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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; and

1. 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 Cooperation Agreement (as amended by the Confirmation Letter) and any ancillary documentation and transactions thereof.''

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.
3. 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).
4. The register of members of the Company will be closed from Tuesday, 9 November 2021 to Friday, 12 November 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

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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, 8 November 2021.

1. 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.
2. 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.
3. 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.
4. 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: is-enquiries@hk.tricorglobal.com
   Tel: (852) 2980 1333
   Fax: (852) 2810 8185
5. 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 COVID-19 epidemic, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
6. 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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