Red Star Macalline : SUPPLEMENTAL NOTICE OF THE 2019 THIRD EXTRAORDINARY GENERAL MEETING

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Red Star Macalline Group Corporation Ltd.

紅星美凱龍家居集團股份有限公司

(A sino-foreign joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1528)

SUPPLEMENTAL NOTICE OF

THE 2019 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that a notice has been issued on 11 November 2019 in relation to the 2019 Third Extraordinary General Meeting (the "2019 Third EGM") of Red Star Macalline Group Corporation Ltd. (the "Company"), which will be held at 2:00 p.m. on Friday, 27 December 2019 at Yamei 1 Ballroom, 3/F, Crowne Plaza Shanghai Noah Square, No. 1699, Jinshajiang Road, Putuo District, Shanghai, the PRC for resolutions set out in the notice. Unless indicated otherwise, capitalized terms used in this supplemental notice shall have the same meanings as those defined in the circular and supplemental circular of the Company dated 11 November 2019 and 10 December 2019, respectively.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the 2019 Third EGM will be held as originally scheduled, for the purposes of considering and, if thought fit, approving the following resolutions in addition to the resolutions set out in the Notice of the 2019 Third EGM of the Company dated 11 November 2019:

SPECIAL RESOLUTIONS

1. To consider and approve the amendments to the Articles of Association of the Company; and
2. To consider and approve the proposed amendments to the Procedural Rules of the General Meetings of the Company.

By the order of the Board

Red Star Macalline Group Corporation Ltd.

GUO Binghe

Vice Chairman

10 December 2019

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Notes:

1. Save for the inclusion of the newly proposed resolutions, there are no other changes to the resolutions set out in the Notice of the 2019 Third EGM dated 11 November 2019. Please refer to the Notice and the Circular of the 2019 Third EGM of the Company dated 11 November 2019 for details of the other resolutions to be considered and approved at the 2019 Third EGM and other relevant matters.
2. Since the proxy form sent by the Company on 11 November 2019 together with the Circular (the "First Proxy Form") does not contain the additional resolutions as set out in this supplemental notice, this supplemental proxy form (the "Supplemental Proxy Form") (with the aforesaid additional resolutions) has been prepared and is enclosed with this supplemental notice. This Supplemental Proxy Form is for the purpose of the additional resolutions set out in the supplemental notice and only serves as a supplement to the First Proxy Form. This Supplemental Proxy Form will not affect the validity of any First Proxy Form duly completed and sent to the H Share registrar of the Company.
3. If a shareholder has properly completed and submitted only the First Proxy Form in accordance with the instructions set out therein, the appointed proxy will vote on the resolutions set out in the First Proxy Form per the shareholder's direction and he is entitled to vote or abstain at his discretion on the resolutions set out in the Supplemental Proxy Form. Similarly, if a Shareholder has properly completed and submitted only the Supplemental Proxy Form in accordance with the instructions set out therein, the appointed proxy will vote on the resolutions set out in the Supplemental Proxy Form per the Shareholder's direction and he is entitled to vote or abstain at his discretion on the resolutions set out in the First Proxy Form. If a Shareholder wishes to provide specific direction to his proxy regarding the voting of all resolutions set out in the First Proxy Form and the Supplemental Proxy Form, he should duly complete and submit both proxy forms in accordance with the instructions set out therein.
4. Pursuant to the Notice of the 2019 Third EGM published by the Company on 11 November 2019, the register of members of the Company will be closed from Wednesday, 27 November 2019 to Friday, 27 December 2019 (both days inclusive). Shareholders whose names appear on the share register of the Company at the close of business on Tuesday, 26 November 2019, are entitled to attend and vote at the 2019 Third EGM.
5. A Shareholder entitled to attend and vote at this 2019 Third EGM may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder but must attend this 2019 Third EGM in person to represent the relevant Shareholder.
6. The instrument appointing a proxy must be in writing under the hand of a Shareholder or his attorney duly authorized in writing. If the Shareholder is a legal person, that instrument must be executed either under its seal or under the hand of its director(s) or other attorneys duly authorized to sign the same on its behalf.
7. In order to be valid, the First Proxy Form and the Supplemental Proxy Form, must be deposited, for H Share Shareholders of the Company, to the H Share registrar of the Company, 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 time for holding the 2019 Third EGM. If the First Proxy Form and/or the Supplemental Proxy Form is signed by a person under a power of attorney or other authorization instruments, a notarized copy of that power of attorney or other authorization instruments shall be deposited at the same time as mentioned in the First Proxy Form and/or the Supplemental Proxy Form. Completion and return of the First Proxy Form and the Supplemental Proxy Form will not preclude Shareholders from attending and voting in person at the 2019 Third EGM or any adjournment thereof should they so wish.
8. Shareholders shall produce their identification documents and supporting documents in respect of the shares of the Company held when attending the 2019 Third EGM. If corporate Shareholders appoint authorized representative to attend the 2019 Third EGM, the authorized representative shall produce his/her identification documents and a notarized copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate Shareholders or other notarized documents allowed by the Company. Proxies shall produce their identification documents and the proxy forms signed by the Shareholders or their attorneys when attending the 2019 Third EGM.
9. Shareholders who intend to attend the 2019 Third EGM should complete the reply slip and return it to the H Share registrar of the Company (for H Share Shareholders) by hand, by post or by fax on or before Friday, 6 December 2019.

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1. The 2019 Third EGM is expected to take for less than half a day. Shareholders attending the 2019 Third EGM shall be responsible for their own travel and accommodation expenses.
2. All voting at the 2019 Third EGM will be conducted by poll.

As at the date of this announcement, the executive Directors of the Company are CHE Jianxing, GUO Binghe, CHE Jianfang and JIANG Xiaozhong; the non-executive Directors are CHEN Shuhong, XU Guofeng, JING Jie and XU Hong; and the independent non-executive Directors are QIAN Shizheng, LEE Kwan Hung, Eddie, WANG Xiao and ZHAO Chongyi.

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