Golden Eagle Retail : NOTICE OF EXTRAORDINARY GENERAL MEETING

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GOLDEN EAGLE RETAIL GROUP LIMITED

金鷹商貿集 團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3308)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Golden Eagle Retail Group Limited (the "Company") will be held at 10:00 am on 18 October 2019 at Unit 1206, 12th Floor, Tower 2, Lippo Centre, 89 Queensway, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments, as ordinary resolutions of the Company.

1. "THAT

1. the entering into of the 2019 Lease Agreement (Hanzhong Plaza) (as defined and described in the circular of the Company dated 18 September 2019) and the transactions contemplated thereunder be and are hereby approved and ratified;
2. the annual caps in respect of the transactions contemplated under 2019 Lease Agreement (Hanzhong Plaza) in the amount of RMB3,260,000, RMB9,900,000 and RMB10,090,000 for the three years ending 31 December 2019, 31 December 2020 and 31 December 2021 respectively be and are hereby approved; and
3. any Director or any other person authorised by the board of Directors be and is hereby authorised to do and execute all such acts, matters, deeds, documents and things as he/she may in his/her absolute discretion consider necessary, desirable or expedient for or in connection with the implementation of the 2019 Lease Agreement (Hanzhong Plaza) and all transactions and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the 2019 Lease Agreement (Hanzhong Plaza) which is in his/her opinion not of a material nature and necessary, desirable or expedient for or in connection with the implementation of the 2019 Lease Agreement (Hanzhong Plaza) and all transactions and other matters contemplated thereunder or ancillary thereto, and to effect or implement any other matters referred to in this resolution."

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1. "THAT
2. 1. the entering into of the Fourth Supplemental Agreement to Lease Agreement (Total Xianlin Retail Area) (as defined and described in the circular of the Company dated 18 September 2019) and the transactions contemplated thereunder be and are hereby approved and ratified;
   2. the annual caps in respect of the transactions contemplated under Fourth Supplemental Agreement to Lease Agreement (Total Xianlin Retail Area) in the amount of RMB29,900,000, RMB33,700,000 and RMB35,390,000 for the three years ending 31 December 2019, 31 December 2020 and 31 December 2021 respectively be and are hereby approved; and
   3. any Director or any other person authorised by the board of Directors be and is hereby authorised to do and execute all such acts, matters, deeds, documents and things as he/she may in his/her absolute discretion consider necessary, desirable or expedient for or in connection with the implementation of the Fourth Supplemental Agreement to Lease Agreement (Total Xianlin Retail Area) and all transactions and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the Fourth Supplemental Agreement to Lease Agreement (Total Xianlin Retail Area) which is in his/her opinion not of a material nature and necessary, desirable or expedient for or in connection with the implementation of the Fourth Supplemental Agreement to Lease Agreement (Total Xianlin Retail Area) and all transactions and other matters contemplated thereunder or ancillary thereto, and to effect or implement any other matters referred to in this resolution."
3. "THAT
4. 1. the entering into of the Supplemental Lease Agreement (Golden Eagle World) (as defined and described in the circular of the Company dated 18 September 2019) and the transactions contemplated thereunder be and are hereby approved and ratified;
   2. the annual caps in respect of the transactions contemplated under Supplemental Lease Agreement (Golden Eagle World) in the amount of RMB78,540,000, RMB142,180,000 and RMB208,660,000 for the three years ending 31 December 2019, 31 December 2020 and 31 December 2021 respectively be and are hereby approved; and

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1. any Director or any other person authorised by the board of Directors be and is hereby authorised to do and execute all such acts, matters, deeds, documents and things as he/she may in his/her absolute discretion consider necessary, desirable or expedient for or in connection with the implementation of the Supplemental Lease Agreement (Golden Eagle World) and all transactions and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the Supplemental Lease Agreement (Golden Eagle World) which is in his/her opinion not of a material nature and necessary, desirable or expedient for or in connection with the implementation of the Supplemental Lease Agreement (Golden Eagle World) and all transactions and other matters contemplated thereunder or ancillary thereto, and to effect or implement any other matters referred to in this resolution."

4. THAT the revised annual caps of the Lease Agreement (Danyang Tiandi Plaza) (as defined and described in the circular of the Company dated 18 September 2019) be and are hereby approved and confirmed.

By Order of the Board

Golden Eagle Retail Group Limited

Tai Ping, Patricia

Company Secretary

Hong Kong, 18 September 2019

Notes:

1. A member of the Company entitled to attend and vote at the EGM is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and to vote instead of him. A proxy need not be a member of the Company.
2. 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 thereof must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the date appointed for the holding of the EGM or any adjournment thereof.
3. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of the share.

As at the date of this notice, the Board comprises three executive Directors, namely Mr. Wang Hung, Roger, Ms. Wang Janice S. Y. and Mr. Hans Hendrik Marie Diederen and three independent non-executive Directors, namely Mr. Wong Chi Keung, Mr. Lay Danny J and Mr. Lo Ching Yan.

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