Fairwood : Notice of Special General Meeting

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FAIRWOOD HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 52)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Special General Meeting of Fairwood Holdings Limited (the "Company") will be held at Conference Room, 2nd Floor, TRP Commercial Centre, 18 Tanner Road, North Point, Hong Kong on Thursday, 10 September 2020 at 4:30 p.m. or immediately after conclusion of the Company's annual general meeting to be held on the same day, whichever is later, for the following purpose:

1. To consider, and if thought fit, pass the following resolution by way of special business as Ordinary Resolution:

"THAT the grant of 1,000,000 share options to Mr. LO Fai Shing Francis under the share option scheme adopted by the Company on 7 September 2011 to subscribe for 1,000,000 ordinary shares in the share capital of the Company at the exercise price HK$17.08 per share and on the terms and conditions set out in the circular of the Company dated 21 August 2020 be and is hereby approved, confirmed and ratified and that any one Director of the Company be and is hereby authorized to do all such acts and/or execute all such documents as may be necessary or expedient in order to give full effect to such grant and exercise of the share options."

By Order of the Board

MAK Yee Mei

Company Secretary

Hong Kong, 21 August 2020

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, and on a poll, vote in his stead. A proxy need not be a member of the Company.
2. To be valid, the instrument appointing a 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 at the Head Office and Principal Place of Business of the Company at 2nd Floor, TRP Commercial Centre, 18 Tanner Road, North Point, Hong Kong, not less than 48 hours before the appointed time for holding the meeting or any adjournment thereof (as the case may be).

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1. The Register of Members of the Company will be closed from Friday, 4 September 2020 to Thursday, 10 September 2020 (both days inclusive) during which period no transfer of shares will be registered.
2. In order for the shareholders to be eligible to attend and vote at the forthcoming special general meeting of the Company, all transfer of shares accompanied by the relevant share certificates must be lodged with the
   Company's Branch Share Registrars, Computershare Hong Kong Investor Services Limited, Rooms 1712-6, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:00 p.m. on Thursday, 3
   September 2020 for registration.
3. Pursuant to Rule 13.39(4) of the Listing Rules, all votes of shareholders at a general meeting must be taken by poll and the Company will announce the results of the poll on the respective websites of the Company (www.fairwoodholdings.com.hk) and the Stock Exchange (www.hkexnews.hk).

As at the date of this announcement, the Directors of the Company are:

Executive Directors: Mr Dennis Lo Hoi Yeung (Executive Chairman), Mr Lo Fai Shing Francis (Chief Executive Officer), Ms Mak Yee Mei and Ms Peggy Lee;

Non-executive Director: Mr Chan Chee Shing; and

Independent Non-executive Directors: Mr Ng Chi Keung, Mr Joseph Chan Kai Nin, Dr Peter Lau Kwok Kuen, Mr Tony Tsoi Tong Hoo and Mr Peter Wan Kam To.

Website: www.fairwoodholdings.com.hk

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