Steve Leung Design : PROPOSALS FOR DECLARATION OF FINAL DIVIDEND; GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; EXTENSION OF GENERAL MANDATE TO ISSUE SHARES; RE-ELECTION OF DIRECTORS; RE-APPOINTMENT OF AUDITOR; AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in STEVE LEUNG DESIGN GROUP LIMITED 梁志天設計集團有限公司, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

STEVE LEUNG DESIGN GROUP LIMITED

梁志天設計集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2262)

PROPOSALS FOR

DECLARATION OF FINAL DIVIDEND;

GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES;

EXTENSION OF GENERAL MANDATE TO ISSUE SHARES;

RE-ELECTION OF DIRECTORS;

RE-APPOINTMENT OF AUDITOR;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of STEVE LEUNG DESIGN GROUP LIMITED 梁志天設計集團有限公司 to be held at 30/F, Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Kowloon, Hong Kong on Friday, 28 May 2021 at 11 a.m. is set out on pages 20 to 24 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the respective websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sldgroup.com). Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

Please see pages 8 to 9 of this circular for measures being taken to try to prevent and control the spread of the Coronavirus disease 2019 ("COVID-19") at the AGM, including:

• appropriate distancing and spacing in line with the guidance from the Hong Kong government will be maintained and

as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding;

• compulsory temperature checks;
• compulsory wearing of surgical face masks; and
• no distribution of corporate gifts, refreshments and beverages.

Any person who does not comply with the precautionary measures or is subject to any Hong Kong government prescribed quarantine may be denied entry into the AGM venue. In order to facilitate the prevention and control of COVID-19, and to safeguard the health and safety of attending shareholders, the Company encourages shareholders to consider NOT to attend the AGM in person, and advises Shareholders to appoint the chairman of the AGM as their proxy to vote as instructed by the Shareholders on the relevant resolutions at the AGM as an alternative to attending the AGM in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

22 April 2021

CONTENTS

			Page
DEFINITIONS .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5-10
APPENDIX I	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . .	11-15
APPENDIX II	-	PARTICULARS OF RETIRING DIRECTORS
		PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . .	16-19
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	20-24

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM"	the annual general meeting of the Company to be held at
	30/F, Manhattan Place, 23 Wang Tai Road, Kowloon Bay,
	Kowloon, Hong Kong on Friday, 28 May 2021 at 11 a.m. or
	any adjournment thereof, a notice of which is set out on
	pages 20 to 24 of this circular
"Articles" or "Articles of	the articles of association of the Company, as amended
Association"	from time to time
"Board"	the board of Directors
"BVI"	the British Virgin Islands
"Cayman Companies Law"	the Companies Law (as revised) of the Cayman Islands, as
	amended and consolidated from time to time
"close associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Company"	STEVE LEUNG DESIGN GROUP LIMITED 梁志天設計集
	團有限公司, an exempted company with limited liability
	incorporated in the Cayman Islands on 9 December
	2016, the shares of which are listed on the Stock
	Exchange (stock code: 2262)
"controlling shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
	and, unless the context otherwise requires, refers to
	Eagle Vision, Peacemark Enterprises, Jangho HK, Jangho
	Co., Jiangheyuan, Mr. Liu and Ms. Fu
"core connected person(s)"	has the meaning ascribed thereto under the Listing Rules
"Director(s)"	director(s) of the Company
"Eagle Vision"	EAGLE VISION DEVELOPMENT LIMITED, a company
	incorporated in the BVI with limited liability on 2 January
	2014 and beneficially owned as to 42.86% by Peacemark
	Enterprises
"Group"	the Company and its subsidiaries

- 1 -

	DEFINITIONS
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Hong Kong dollars",	Hong Kong dollars the lawful currency of Hong Kong
"HKD" or "HK$"
"Issue Mandate"	a general unconditional mandate proposed to be granted
	to the Directors to exercise the power of the Company
	to allot, issue and otherwise deal with Shares not
	exceeding 20% of the total number of Shares in issue as
	at the date of passing of the relevant resolution at the
	AGM
"Jangho Co"	江河創建集團股份有限公司 (Jangho Group Co., Ltd.)
	(formerly known as 北京江河幕墻股份有限公司 (Beijing
	Jangho Curtain Wall Co., Ltd.) and 北京江河幕墻裝飾工
	程有限公司), a joint stock limited company established in
	the PRC on 4 February 1999 (the A shares of which have
	been listed on the Shanghai Stock Exchange (stock code:
	601886) since 18 August 2011), and one of the controlling
	shareholders of the Company
"Jangho HK"	Jangho Hong Kong Holdings Limited (江河香港控股有限
	公司) (formerly known as JANGHO CURTAIN WALL
	HONGKONG LIMITED (江河幕墻香港有限公司)), a
	company incorporated in Hong Kong with limited liability
	on 28 October 2009, a wholly-owned subsidiary of
	Jangho Co., and one of the controlling shareholders of the
	Company
"Jiangheyuan"	北京江河源控股有限公司 (Beijing Jiangheyuan Holdings
	Co., Ltd.) (formerly known as 北京江河源工貿有限責任
	公司), a company established in the PRC with limited
	liability on 27 November 1998, which is 85% and 15%
	beneficially owned by Mr. Liu and Ms. Fu (both being the
	controlling shareholders), respectively, and one of the
	controlling shareholders of the Company
"Latest Practicable Date"	14 April 2021, being the Latest Practicable Date prior to
	the printing of this circular for ascertaining certain
	information contained herein
"Listing Date"	Thursday, 5 July 2018

- 2 -

	DEFINITIONS
"Listing Rules"	The Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited (as amended,
	supplemented or otherwise modified from time to time)
"Memorandum" or	the amended and restated memorandum of association of
"Memorandum of Association"	the Company, adopted on 11 June 2018 which will take
	effect from the Listing Date, and as amended from time to
	time
"Mr. Liu"	Mr. Liu Zaiwang (劉載望), one of the controlling
	shareholders of the Company and the spouse of Ms. Fu
"Mr. Steve Leung"	Leung Chi Tien Steve (梁志天), the founder and one of
	the substantial Shareholders of the Company
"Ms. Chan"	Chan Siu Wan (陳小雲), one of the substantial
	Shareholders of the Company and the spouse of Mr. Steve
	Leung
"Ms. Fu"	Ms. Fu Haixia (富海霞), one of the controlling
	shareholders of the Company and the spouse of Mr. Liu
"Peacemark Enterprises"	PEACEMARK ENTERPRISES LIMITED, a company
	incorporated in the BVI with limited liability on 2 January
	2014, a direct wholly-owned subsidiary of Jangho HK and
	one of the controlling shareholders of the Company
"PRC"	the People's Republic of China and, for the purpose of
	this circular only, excludes Hong Kong, Taiwan and Macau
"Repurchase Mandate"	a general unconditional mandate proposed to be granted
	to the Directors to repurchase Shares not exceeding 10%
	of the total number of Shares in issue as at the date of
	passing of the relevant resolution at the AGM
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong) as amended, supplemented or
	otherwise modified from time to time
"Share(s)"	ordinary share(s) in the share capital of the Company
"Shareholder(s)"	holder(s) of the Share(s)

- 3 -

	DEFINITIONS
"Sino Panda"	SINO PANDA GROUP LIMITED, a company incorporated
	in the BVI with limited liability on 8 August 2014, which is
	wholly and beneficially owned by Mr. Steve Leung
"SLD Group Holdings"	SLD GROUP HOLDINGS LIMITED, a company
	incorporated in the BVI with limited liability on 3 January
	2017, a direct wholly-owned subsidiary of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share Buy-
	Backs issued by the Securities and Futures Commission in
	Hong Kong, as amended from time to time
"%"	per cent.

- 4 -

LETTER FROM THE BOARD

STEVE LEUNG DESIGN GROUP LIMITED

梁志天設計集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2262)

Executive Directors:	Registered Office:
Mr. Siu Man Hei (Chief Executive Officer)	Cricket Square
Mr. Yip Kwok Hung Kevin (Chief Financial Officer)	Hutchins Drive
Mr. Ding Chunya	P.O. Box 2681
Ms. Kau Wai Fun	Grand Cayman, KY1-1111
	Cayman Islands
Non-executive Directors:
Mr. Xu Xingli (Chairman)	Headquarters and Principal Place
Mr. Huang Jianhong	of Business in Hong Kong:
	30/F Manhattan Place
Independent Non-executive Directors:	23 Wang Tai Road
Mr. Liu Yi	Kowloon Bay
Mr. Sun Yansheng	Hong Kong
Mr. Tsang Ho Ka Eugene
	22 April 2021
To the Shareholders
Dear Sirs or Madams,

PROPOSALS FOR

DECLARATION OF FINAL DIVIDEND;

GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES;

EXTENSION OF GENERAL MANDATE TO ISSUE SHARES;

RE-ELECTION OF DIRECTORS;

RE-APPOINTMENT OF AUDITOR;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information on the resolutions to be proposed at the AGM for the approval of (a) the declaration of final dividend; (b) the Issue Mandate; (c) the Repurchase Mandate; (d) the extension of the Issue Mandate; (e) the re-election of Directors; and (f) the re-appointment of auditor, and to give you notice of the AGM at which the resolutions will be proposed to consider and, if thought fit, to approve such matters.

- 5 -

LETTER FROM THE BOARD

PROPOSED DECLARATION OF FINAL DIVIDEND

The Board has proposed a final dividend of HK3.0 cents per Share for the year ended 31 December 2020 to the Shareholders whose names appear on the register of members of the Company at the close of business on Tuesday, 8 June 2021.The proposed final dividend, if approved, is expected to be paid on Friday, 29 October 2021.

For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Friday, 4 June 2021 to Tuesday, 8 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to establish the entitlement of Shareholders to receive the final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong not later than 4:30 p.m. on Thursday, 3 June 2021.

ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION OF ISSUE

MANDATE

Pursuant to the written resolutions passed by the then Shareholders at the last annual general meeting of the Company held on 19 June 2020 (the "2020 AGM"), the Directors were granted (a) a general unconditional mandate to allot, issue and otherwise deal with Shares not exceeding 20% of the total number of Shares in issue as at the date of the 2020 AGM; (b) a general unconditional mandate to repurchase Shares not exceeding 10% of the total number of Shares in issue as at the date of the 2020 AGM; and (c) the power to extend the general unconditional mandate mentioned in (a) above by an amount representing the aggregate number of Shares repurchased by the Company pursuant to the general unconditional mandate to repurchase securities referred to in (b) above (up to 10% of the total number of Shares in issue as at the date of the 2020 AGM).

The above general mandates will expire at the conclusion of the AGM. At the AGM, the following resolutions, inter alia, will be proposed:

1. to grant the Issue Mandate to the Directors to exercise the power of the Company to allot, issue and otherwise deal with Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of such resolution;
2. to grant the Repurchase Mandate to the Directors to repurchase Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of such resolution; and
3. conditional upon the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, to extend the Issue Mandate by an amount representing the aggregate number of Shares repurchased under the Repurchase Mandate (up to 10% of the total number of Shares in issue as at the date of passing of the resolution for approving the Repurchase Mandate).

- 6 -

LETTER FROM THE BOARD

The full texts of the above resolutions are set out in resolutions numbered 5 to 7 in the notice of the AGM contained in pages 20 to 24 of this circular.

Each of the Issue Mandate and the Repurchase Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the expiration of the period within which the Company is required by any applicable laws of the Cayman Islands or the Articles of Association to hold its next annual general meeting; or (c) the time when such mandate is varied, revoked or renewed by an ordinary resolution of the Company in a general meeting.

Under Rule 10.06(1)(b) of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. The explanatory statement is set out in Appendix I to this circular.

PROPOSED RE-ELECTION OF DIRECTORS

The Board currently consists of nine Directors, of which the executive Directors are Mr. Siu Man Hei, Mr.Yip Kwok Hung Kevin, Mr. Ding Chunya and Ms. Kau Wai Fun; the non-executive Directors are Mr. Xu Xingli and Mr. Huang Jianhong; and the independent non-executive Directors are Mr. Liu Yi, Mr. Sun Yansheng and Mr. Tsang Ho Ka Eugene.

In compliance with paragraph A.4.2 of the code provisions as set out in the Corporate Governance Code and Corporate Governance Report as contained in Appendix 14 to the Listing Rules, every Director should be subject to retirement by rotation at least once every three years. Furthermore, pursuant to article 84(1) of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three (3), the number nearest to but no less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Pursuant to the aforesaid provisions, three of the Directors, namely Mr. YIP Kwok Hung Kevin, Mr. SUN Yansheng and Mr. TSANG Ho Ka Eugene shall retire at the AGM and, being eligible, will offer themselves for re-election at the AGM.

Particulars of each of the Directors proposed to be re-elected at the AGM which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

PROPOSED RE-APPOINTMENT OF AUDITOR

The financial statements of the Group for the year ended 31 December 2020 were audited by the auditor of the Company, Messrs. Deloitte Touche Tohmatsu, whose term of office will expire upon the AGM. The Board proposed to re-appoint Messrs. Deloitte Touche Tohmatsu as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

- 7 -

LETTER FROM THE BOARD

AGM AND PROXY ARRANGEMENT

A notice of the AGM is set out on pages 20 to 24 of this circular. A form of proxy for use at the AGM is enclosed herewith. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing Coronavirus disease 2019 ("COVID-19") pandemic, the Company will implement the following precautionary measures at the AGM to safeguard the health and safety of the Shareholders, staff and other stakeholders who attend the AGM from risk of infection:

1. appropriate distancing and spacing in line with the guidance from the Hong Kong government will be maintained and as such, the Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding;
2. compulsory body temperature check will be conducted for all attendees (including

Shareholders or their proxies) at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius will not be admitted to the AGM venue;

1. Shareholders that (a) have travelled, and have been in close contact with any person who has travelled, outside of Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk) at any time in the preceding 14 days; (b) are, and have been, in close contact with any person who is, subject to any Hong Kong government prescribed compulsory quarantine (including home quarantine); (c) are, and have been, in close contact with anyone who has contracted COVID-19, has been tested preliminarily positive of COVID-19 or is suspected of contracting COVID-19; or (d) have any flu-like symptoms, may be denied entry into the AGM venue and be asked to leave the AGM venue.

- 8 -

LETTER FROM THE BOARD

1. all attendees are required to wear surgical face masks before they are permitted to attend, and during their attendance of the AGM at all times; and
2. no refreshments and beverages will be served and no corporate souvenirs will be distributed at the AGM.

To the extent permitted under the laws of Hong Kong, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

Subject to the development of COVID-19, the Company may implement further precautionary measures, and where necessary, issue further announcement(s) on such measures as and when appropriate.

In the interest of all stakeholders' health and safety, the Company would also like to remind all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights.As an alternative, the Shareholders may consider appointing the chairman of the AGM as their proxy to vote as instructed by the Shareholders on the relevant resolutions at the AGM, instead of attending the AGM in person.

If any Shareholder not attending the AGM in person has any question about the resolutions proposed to be passed at the AGM or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter in writing to the Company's principal place of business in Hong Kong at 30/F, Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Kowloon, Hong Kong or to our email at [e-mail].

If any Shareholder has any question relating to the AGM, please contact Link Market Services (Hong Kong) Pty Limited, the Company's Hong Kong branch share registrar as follows:

Link Market Services (Hong Kong) Pty Limited

Suite 1601, 16/F., Central Tower

28 Queen's Road Central, Hong Kong

Telephone: [phone]

Fax: [phone]

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

- 9 -

LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors consider that the proposed resolutions as set out in the notice of the AGM contained in pages 20 to 24 of this circular including the proposals for (a) the declaration of final dividend; (b) the Issue Mandate; (c) the Repurchase Mandate; (d) the extension of the Issue Mandate; (e) the re-election of the Directors; and (f) the re-appointment of auditor, are in the interests of the Company and the Shareholders as a whole.Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

Your attention is also drawn to the additional information set out in the appendices to this circular.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By Order of the Board

Steve Leung Design Group Limited

梁志天設計集團有限公司

Xu Xingli

Chairman

- 10 -

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase shares on the Stock Exchange and any other stock exchange on which securities of such company are listed and such exchange recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

SHARES

As at the Latest Practicable Date, there were a total of 1,140,918,000 Shares in issue.The Repurchase Mandate will enable the Directors to repurchase the Shares up to a maximum of 10% of the aggregate number of the Shares in issue as at the date of passing of the relevant ordinary resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 114,091,800 Shares.The Repurchase Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or (c) the passing of an ordinary resolution of our Shareholders in general meeting revoking, varying or renewing such mandate.

FUNDING OF REPURCHASE

Any repurchases must be financed out of funds legally available for the purpose in accordance with the Memorandum and the Articles and the applicable laws and regulations of the Cayman Islands.

A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange as amended from time to time. Subject to the foregoing, any repurchases by the Company may be made out of the profits of the Company, out of the share premium account of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or, subject to the Cayman Companies Law and the Memorandum and Articles of Association, out of capital and, in the case of any premium payable on the purchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Cayman Companies Law and the Memorandum and Articles of Association, out of capital.

- 11 -

APPENDIX I

EXPLANATORY STATEMENT

REASONS FOR REPURCHASE

The Directors believe that the ability to repurchase Shares is in the interests of the Company and the Shareholders. Repurchases may, depending on the circumstances, result in an increase in the net assets and/or earnings per Share. The Directors sought the grant of a general mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate.The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and our Shareholders.

EFFECT OF EXERCISING THE REPURCHASE MANDATE

The Directors consider that there might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements of the Company for the year ended 31 December 2020 in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or on the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates currently intends to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders at the AGM. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so if the Repurchase Mandate is approved by the Shareholders at the AGM.

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Memorandum and the Articles of Association.

- 12 -

APPENDIX I

EXPLANATORY STATEMENT

THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If, as a result of a repurchase of Shares by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase in the interest of the Shareholder(s), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code. As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following Shareholders had an interest in 5% or more of the total number of the issued Shares:

Long positions in the Company

				Approximate
				percentage of
			Approximate	shareholding if
			percentage of	the
			the issued	Repurchase
			share capital	Mandate is
	Capacity/Nature	Number of	of the	exercised in
Name of shareholders	of interest	shares	(Note 1)	full
Company
Eagle Vision	Beneficial owner	598,500,000	52.46%	58.29%
Peacemark Enterprises(Note 2)	Interest in controlled	598,500,000	52.46%	58.29%
	corporation
Jangho HK(Note 3)	Interest in controlled	598,500,000	52.46%	58.29%
	corporation
Jangho Co(Note 4)	Interest in controlled	598,500,000	52.46%	58.29%
	corporation
Jiangheyuan(Note 5)(Note 6)	Interest in controlled	598,500,000	52.46%	58.29%
	corporation
Mr. Liu(Note 6)	Interest in controlled	598,500,000	52.46%	58.29%
	corporation
Ms. Fu(Note 7)	Interest of spouse	598,500,000	52.46%	58.29%
Sino Panda	Beneficial owner	256,500,000	22.48%	24.98%

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APPENDIX I		EXPLANATORY STATEMENT
				Approximate
				percentage of
			Approximate	shareholding if
			percentage of	the
			the issued	Repurchase
			share capital	Mandate is
	Capacity/Nature	Number of	of the	exercised in
Name of shareholders	of interest	shares	(Note 1)	full
Company
Mr. Steve Leung(Note 8)	Interest in controlled	256,500,000	22.48%	24.98%
	corporation
Ms. Chan(Note 9)	Interest of spouse	256,500,000	22.48%	24.98%

Notes:

1. On the basis of 1,140,918,000 share capital in issue as at 31 December 2020.
2. Eagle Vision is beneficially owned as to approximately 42.86% by Peacemark Enterprises and therefore Peacemark Enterprise is deemed to be interested in the shares held by Eagle Vision under the SFO.
3. Peacemark Enterprises is wholly and beneficially owned by Jangho HK and therefore Jangho HK is deemed to be interested in the shares indirectly held by Peacemark Enterprises through Eagle Vision under the SFO.
4. Jangho HK is wholly and beneficially owned by Jangho Co. and therefore Jangho Co. is deemed to be interested in the shares indirectly held by Jangho HK through Peacemark Enterprises and Eagle Vision under the SFO.
5. Ms. Fu, the spouse of Mr. Liu, is the sole director of Jiangheyuan. The board of directors of Jangho Co is controlled by Jiangheyuan and therefore Jiangheyuan is deemed to be interested in the shares indirectly held by Jangho Co through Jangho HK, Peacemark Enterprises and Eagle Vision under the SFO.
6. Jangho Co. is beneficially owned as to approximately 27.35% by Jiangheyuan (a company which is 85% and 15% beneficially owned by Mr. Liu and his spouse Ms. Fu, respectively) and beneficially owned as to approximately 23.25% by Mr. Liu and therefore, Mr. Liu is deemed to be interested in the shares indirectly held by Jangho Co. through Jangho HK, Peacemark Enterprises and Eagle Vision under the SFO.
7. Ms. Fu is the spouse of Mr. Liu and is therefore deemed to be interested in the shares that Mr. Liu is interested in under the SFO.
8. Sino Panda is wholly and beneficially owned by Mr. Steve Leung and therefore Mr. Steve Leung is deemed to be interested in the shares held by Sino Panda under the SFO.
9. Ms. Chan is the spouse of Mr. Steve Leung and is therefore deemed to be interested in the shares that Mr. Steve Leung is interested in under the SFO.

Save as disclosed above, no other interests or short position in the Shares or underlying Shares were recorded in the register required to be kept under section 336 of the SFO as at the Latest Practicable Date.

Based on the current holding of the above Shareholders, an exercise of the Repurchase Mandate in full will not result in any of them becoming obliged to make a mandatory offer under Rule 26 and Rule 32 of the Takeovers Code.

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APPENDIX I

EXPLANATORY STATEMENT

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors have no present intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25%.

SHARE REPURCHASE MADE BY THE COMPANY

No Shares have been purchased by the Company on the Stock Exchange in the six months preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2020
May	1.41	1.21
June	1.59	1.33
July	1.66	1.34
August	1.45	1.00
September	1.24	0.46
October	1.20	0.77
November	1.00	0.82
December	1.10	0.88
2021
January	0.94	0.80
February	1.00	0.72
March	1.18	0.72
April (up to the Latest Practicable Date)	0.86	0.81

Source: quoted prices from the Stock Exchange's website (www.hkex.com.hk)

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APPENDIX II	PARTICULARS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) being eligible and offering themselves for re-election at the AGM.

Mr. YIP Kwok Hung Kevin (葉玨鴻先生), aged 42, is an executive Director, the chief financial officer and joint company secretary of the Company and a member of the risk management committee and the investment committee of the Board. Mr.Yip joined the Group in January 2014 and is mainly responsible for overseeing the financing, accounting and internal control, human resource and administrative management. He is currently a director of Eagle Vision Development Limited, a controlling shareholder of the Company as well as each of the Group's subsidiaries.

Prior to joining the Group, Mr.Yip joined Deloitte Touche Tohmatsu as a staff accountant in December 2002 and last served as a senior accountant of the audit department until June 2009, and was responsible for audit matters. From June 2009 to December 2013, he last served as an assistant financial controller of Rykadan Management Services Limited, a subsidiary of Rykadan Capital Limited (a company listed on the Main Board of the Stock Exchange (stock code: 2288) which operates and invests in real estate development, real estate investment and distribution of building materials), and was responsible for financial management and operational affairs.

Mr.Yip obtained a Bachelor of Science degree from the University of Hong Kong in 2000 and a Master of Commerce degree in fund management from the University of New South Wales, Australia in 2003.

As at the Latest Practicable Date, Mr.Yip was not interested or deemed to be interested in any Shares or underlying Shares or debentures within the meaning of Part XV of the SFO.

Mr.Yip is subject to retirement from office and re-election at the AGM in accordance with the Articles of Association. For the year ended 31 December 2020, Mr. Yip received director's emolument of HK$1,592,819, inclusive of discretionary bonus, which was determined by the Board based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for his position.

Mr. Yip is not connected with any existing Directors, senior management, substantial Shareholders or controlling shareholders of the Company.

Save as disclosed herein, Mr.Yip did not hold any directorship in other listed company in the past three years prior to the Latest Practicable Date. Save as disclosed herein, there is no information relating to Mr.Yip that is required to be disclosed pursuant to Rule 13.51(2)(h) to

1. of the Listing Rules. Save as disclosed herein, there is no other matter in relation to the re-election of Mr. Yip that needs to be brought to the attention of the Shareholders and the Stock Exchange.

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APPENDIX II	PARTICULARS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

Mr. TSANG Ho Ka Eugene (曾浩嘉先生), aged 39, is an independent non-executive Director of the Company since 11 June 2018. Mr.Tsang also serves as the chairman of the audit committee and the risk management committee and a member of the remuneration committee, nomination committee and investment committee of the Board. He is responsible for advising on corporate governance of the Group.

Mr.Tsang has been a founder of Gattaca Company Limited (a company principally engaged in the business of corporate restructuring, financial reengineering, business advisory and consulting) since May 2011, a consultant of GenNex Financial Media Limited (a company principally engaged in the business of the provision of financial printing services for the financial sector in Hong Kong) since January 2012, and the managing director of New Horizon Capital (Group) Limited (a company principally engaged in the business of which include private equity in Hong Kong, the PRC and overseas and the money lending business in Hong Kong) since March 2015. Mr. Tsang was an independent non-executive director of Winto Group (Holdings) Limited, a company listed on the GEM of the Stock Exchange (stock code: 8238) and was principally engaged in the business of outdoor advertising and print media from January 2015 to 2 March 2018. Mr. Tsang was appointed as an Honorary Financial Advisor of the Smart Education Charitable Foundation Limited (the "Foundation") in June 2017, a leading provider of high quality and innovative e-learning solutions which organises and sponsors various charitable events and programmes to the students in Hong Kong, Macau and the PRC. The Foundation is a charitable institution and is exempt from tax under section 88 of the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong).

In December 2002, Mr. Tsang joined Deloitte Touche Tohmatsu as a staff accountant and last served as a semi-senior accountant of the audit department until February 2006. From September 2006 to March 2007, he was the company secretary and a qualified accountant of Maxitech International Holdings Limited, which was previously listed on the GEM of the Stock Exchange (stock code: 8136) and is currently known as Winfull Group Holdings Limited which is listed on the Main Board of the Stock Exchange (stock code: 183). From April 2007 to February 2015, his last position was non-executive director of MP Logistics International Holdings Limited, currently known as Capital Finance Holdings Limited, a company listed on the GEM of the Stock Exchange (stock code: 8239). From April 2012 to February 2015, his last position was joint company secretary of Newtree Group Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 1323, currently known as Huasheng International Holding Limited). From May 2013 to July 2014, his last position was non-executive director of China Neng Xiao Technology (Group) Limited, currently known as China Ocean Group Development Limited, a company listed on the GEM of the Stock Exchange (stock code: 8047). From July 2014 to October 2015, he was an independent non-executive director of Mitsumaru East Kit (Holdings) Limited, currently known as Jiu Rong Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 2358).

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APPENDIX II	PARTICULARS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

Mr. Tsang completed an accounting extension course in Australian Taxation Law and an accounting extension course in Australian Corporations Law in the Centre for Continuing Education of the University of Sydney, Australia in 2002 and subsequently obtained a Bachelor of Commerce degree in accounting and finance from the University of New South Wales, Australia in 2003. Mr. Tsang became a certified practicing accountant and a fellow of CPA Australia in 2006 and 2018 and a member and a fellow of the Hong Kong Institute of Certified Public Accountants in 2006 and 2014, respectively. He also became an associate and a fellow member of the Institute of Certified Management Accountants, Australia in 2007 and 2020, respectively, a member and a fellow of the Hong Kong Institute of Directors in 2008 and 2018, respectively, an associate, a fellow and a chartered tax adviser of the Taxation Institute of Hong Kong in 2008, July 2014 and January 2021 respectively, and an international associate of the American Institute of Certified Public Accountants in 2013.

As at the Latest Practicable Date, Mr. Tsang was not interested or deemed to be interested in any Shares or underlying Shares or debentures within the meaning of Part XV of the SFO.

Mr. Tsang has entered into an appointment letter with the Company for a term of three years effected from the Listing Date and he is subject to retirement from office and re-election at the AGM in accordance with the Articles of Association. Mr. Tsang is entitled to a director's fee of HK$180,000 per annum as an independent non-executive Director, which was determined by the Board based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for his position.

Mr. Tsang is not connected with any existing Directors, senior management, substantial Shareholders or controlling shareholders of the Company.

Save as disclosed herein, Mr. Tsang did not hold any directorship in other listed company in the past three years prior to the Latest Practicable Date. Save as disclosed herein, there is no information relating to Mr. Tsang that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter in relation to the re-election of Mr. Tsang that needs to be brought to the attention of the Shareholders and the Stock Exchange.

Mr. SUN Yansheng (孫延生先生), aged 57, is an independent non-executive Director of the Company since 11 June 2018. Mr. Sun also serves as the chairman of the remuneration committee and a member of each of the audit and nomination committees of the Board. He is responsible for advising on corporate governance of the Group.

Mr. Sun qualified as a PRC Lawyer in June 1994 and founded Beijing Tian Yin Law Firm (北 京市天銀律師事務所) in December 2002. From February 2013 to April 2016, he was a member of the planning committee of the China Securities Regulatory Commission, which was principally engaged in the carrying out of forward-looking research on and to propose

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APPENDIX II	PARTICULARS OF RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

solutions to capital market-related laws and policies, where he was mainly responsible for advising on regulatory reform as well as carrying out research on capital market supervision, registration reform and information disclosure. Since April 2016, he has been the founding partner of Beijing Duncheng Investment Management Consultation Centre (Limited Partnership) (北京敦誠投資管理諮詢中心(有限合夥)), which is principally engaged in the provision of investment advice on industries and government guidance and the management of industry funds, where he is mainly responsible for participating in the formation of industry funds, guiding the formation of local government industrial funds and serving as a listed company and government financing and strategic adviser.

Mr. Sun obtained a Bachelor of Law degree from the Inner Mongolia University (內蒙古 大學), the PRC in 1986 and a Master of Law degree from the Renmin University of China (中 國人民大學), the PRC in 2003. He also received a certificate of completion for a postgraduate course in political economics from the Harbin Institute of Technology (哈爾濱工業大學), the PRC in 1999.

As at the Latest Practicable Date, Mr. Sun was not interested or deemed to be interested in any Shares or underlying Shares or debentures within the meaning of Part XV of the SFO.

Mr. Sun has entered into an appointment letter with the Company for a term of three years effected from the Listing Date and he is subject to retirement from office and re-election at the AGM in accordance with the Articles of Association. Mr. Sun is entitled to a director's fee of HK$180,000 per annum as an independent non-executive Director, which was determined by the Board based on the recommendations of the remuneration committee of the Company, with reference to his duties and responsibilities with the Company and the market rate for his position.

Mr. Sun is not connected with any existing Directors, senior management, substantial Shareholders or controlling shareholders of the Company.

Save as disclosed herein, Mr. Sun did not hold any directorship in other listed company in the past three years prior to the Latest Practicable Date. Save as disclosed herein, there is no information relating to Mr. Sun that is required to be disclosed pursuant to Rule 13.51(2)(h) to

1. of the Listing Rules. Save as disclosed herein, there is no other matter in relation to the re-election of Mr. Sun that needs to be brought to the attention of the Shareholders and the Stock Exchange.

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NOTICE OF ANNUAL GENERAL MEETING

STEVE LEUNG DESIGN GROUP LIMITED

梁志天設計集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2262)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of STEVE LEUNG DESIGN GROUP LIMITED 梁志天設計集團有限公司 (the "Company") will be held at 30/F, Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Kowloon, Hong Kong on Friday, 28 May

2021 at 11 a.m. (or any adjournment thereof) for the following purposes:

As ordinary business:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries together with the directors' report and the independent auditor's report for the year ended 31 December 2020.
2. To declare a final dividend of HK3.0 cents per ordinary share of the Company (the
3. 
   "Share", collectively "Shares") for the year ended 31 December 2020.
4. (a) To re-elect the following persons as directors of the Company (each a "Director", together with all other directors of the Company, the "Directors"):
5. 1. 1. Mr. YIP Kwok Hung Kevin as an executive Director;
      2. Mr.TSANG Ho Ka Eugene as an independent non-executive Director; and
      3. Mr. SUN Yansheng as an independent non-executive Director.
   2. To authorise the board of Directors (the "Board") to determine the remuneration of the Directors.
6. To re-appoint Messrs. Deloitte Touche Tohmatsu as auditor of the Company and to authorise the Board to determine its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

5. "THAT:

1. subject to sub-paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with any additional shares of the Company (the "Shares") and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in sub-paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power after the end of the Relevant Period (as hereinafter defined);
3. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in sub- paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors, officers and/or employees of the Company and/or any of its subsidiaries or any other person of Shares or rights to acquire Shares; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of Shares in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
4. for the purposes of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the Company is required by any applicable laws of the Cayman Islands or its articles of association to hold its next annual general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

1. the time when such mandate is varied, revoked or renewed by an ordinary resolution of the Company in a general meeting.

"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities of the Company giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

6. "THAT:

1. subject to sub-paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;
2. the aggregate number of the shares of the Company which may be purchased by the Company pursuant to the approval in sub-paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
3. for the purposes of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the Company is required by any applicable laws of the Cayman Islands or its articles of association to hold its next annual general meeting; and
   3. the time when such mandate is varied, revoked or renewed by an ordinary resolution of the Company in a general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

7. "THAT conditional upon resolutions numbered 5 and 6 above being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to resolution numbered 5 above be and is hereby extended by the addition to the aggregate number of the shares of the Company which may be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of the shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the aggregate number of the Shares in issue at the date of passing of this resolution."

By Order of the Board

Steve Leung Design Group Limited

梁志天設計集團有限公司

Xu Xingli

Chairman

Hong Kong, 22 April 2021

As at the date of this notice, the executive Directors are Mr. Siu Man Hei (Chief Executive Officer), Mr.Yip Kwok Hung Kevin (Chief Financial Officer), Mr. Ding Chunya and Ms. Kau Wai Fun, the non-executive Directors are Mr. Xu Xingli (Chairman) and Mr. Huang Jianhong and the independent non-executive Directors are Mr. Liu Yi, Mr. Sun Yansheng and Mr. Tsang Ho Ka Eugene.

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his/her proxy to attend and, on a poll, vote in his/her stead.A member who is the holder of two or more Shares

may appoint more than one proxy to represent him/her, on a poll, vote on his/her behalf. A proxy need not be a member of the Company.

1. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarial certified copy of that power of authority, must be deposited at the Company's branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof.
2. The register of members will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to establish the entitlement of shareholders to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong, for registration not later than 4:30 p.m. on Monday, 24 May 2021.
3. Subject to the passing of resolution 2 above at the AGM, the final dividend will be payable to the Shareholders whose names appear on the register of member of the Company at the close of business on 8 June 2021. The proposed final dividend, if approved, is expected to be paid on 29 October 2021. The register of members of the Company will be closed from 4 June 2021 to 8 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to establish the entitlement of Shareholders to receive the final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen's Road Central, Hong Kong not later than 4:30 p.m. on Thursday, 3 June 2021.
4. According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at general meeting of the Company must be taken by poll. Therefore, all proposed resolutions put to the vote at the AGM will be taken by way of poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
5. If typhoon signal No. 8 or above, or a "black" rainstorm warning is in effect at any time within three hours of the time fixed for holding this meeting, this meeting will be postponed. The Company will post an announcement on the website of the Company at www.sldgroup.com and on the HKEXnews website of the Stock Exchange at www.hkexnews.hk to notify the shareholders of the date, time and place of the rescheduled meeting.
6. With regard to ordinary resolutions set out in paragraph 2 to 7 of this notice, a circular giving, inter alia, details of the proposed declaration of final dividend, granting of general mandates to issue and to repurchase Shares, the extension of the general mandate to issue Shares, re-election of Directors and re-appointment of auditor will be dispatched to shareholders of the Company. The particulars of the Directors who are subject to re-election at the meeting are set out in Appendix II to the circular.

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