E151232936Ann.indd

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GOOD FRIEND INTERNATIONAL HOLDINGS INC.

友 佳 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2398)


NOTICE OF EXTRAORDINARY GENERAL MEETING


NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the 'Meeting'）of Good Friend International Holdings Inc. (the 'Company') will be held at 3:00 p.m. on Friday, 21 December 2015 at 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing with or without modifications the following as an ordinary resolution of the Company:-


ORDINARY RESOLUTION


'THAT the contribution agreement dated 5 November 2015 (the 'Contribution Agreement') (a copy of which marked 'A' has been produced to the Meeting and initialled by the chairman of the Meeting for identification purpose) entered into amongst Sky Thrive Hong Kong Enterprise Limited, a wholly-owned subsidiary of the Company, Mega Grant Limited, Golden Wealth Inc Limited, Full Alliance Investment Limited, Fair Friend Enterprise Company Limited and Leadwell CNC Machines Mfg., Corp, and the transactions contemplated thereunder be and are hereby confirmed, approved and ratified, subject to such addition or amendment as any respective director(s) or authorised person(s) of the Company and Sky Thrive Hong Kong Enterprise Limited may consider necessary, desirable or appropriate.'


By Order of the Board

Good Friend International Holdings Inc. CHEN Hsiang-Jung

Chief Executive Officer


Hong Kong, 4 December 2015


Principal Place of Business in Hong Kong

Room 2003, 20th Floor

Kai Tak Commercial Building

317-319 Des Voeux Road Central Hong Kong

Notes:


  1. A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or, if he holds two or more shares, more proxies to attend and vote in his stead. A proxy need not be a member of the Company.


  2. In order to be valid, the proxy form must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.


  3. Completion and return of the proxy form will not preclude a shareholder of the Company from attending and voting in person at the Meeting or any adjournment thereof if the shareholder of the Company so wishes, and in such event, the proxy form will be deemed to be revoked.


  4. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which the names stand in the register of members.


  5. As at the date of this notice, the board of directors of the Company comprises Mr. Chu Chih-Yaung, Mr. Chen Hsiang-Jung, Mr. Chen Min-Ho, Mr. Wen Chi-Tang and Mr. Chiu Rung-Hsien, all being executive directors and Mr. Koo Fook Sun, Louis, Mr. Chiang Chun-Te and Mr. Yu Yu-Tang, all being independent non-executive directors.

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