Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice 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 notice.迪臣发展国际集团有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 262) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an annual general meeting (‘‘AGM’’) of Deson Development International Holdings Limited (the ‘‘Company’’) will be held at 11th Floor Nanyang Plaza 57 Hung To Road Kwun Tong Kowloon Hong Kong on Tuesday 27 August 2024 at 11 : 00 a.m. for the following purposes: ORDINARY RESOLUTIONS (1) To receive and adopt the audited consolidated financial statements and the reports of directors and auditors of the Company for the year ended 31 March 2024; (2) (A) To consider the re-election of Mr. Wang Jing Ning as an executive Director of the Company; (B) To consider the re-election of Mr. Tjia Wai Yip William as an executive Director of the Company; (C) To consider the re-election of Mr. Siu Kam Chau (who has served the Company as an independent non-executive director for more than nine (9) years) as an independent non-executive Director of the Company; (3) To authorise the board of Directors of the Company to fix the remuneration of the Directors of the Company; (4) To consider the re-appointment of Baker Tilly Hong Kong Limited as the auditors of the Company and to authorise the board of Directors of the Company to fix their remuneration; * For identification purposes only – 1 –(5) As special business to consider and if thought fit to pass with or without modification the following resolutions as ordinary resolutions: (A) ‘‘THAT: (a) subject to paragraph (c) of this resolution the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot issue or deal with additional shares in the share capital of the Company or securities convertible into such shares or options warrants or similar rights to subscribe for any such shares or such convertible securities and to make or grant offers agreements and options which might require the exercise of such powers subject to and in accordance with all applicable laws be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) of this resolution shall authorise the Directors of the Company during the Relevant Period (as defined in paragraph (d) below) to make or grant offers agreements and options which would or might require the exercise of such powers after the end of the Relevant Period; (c) the aggregate nominal amount of share capital to be allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) of this resolution otherwise than pursuant to (i) a Rights Issue (as defined in paragraph below) (ii) the exercise of the subscription rights or conversion rights under the terms or any warrants issued by the Company or any securities which are convertible into shares of the Company and from time to time outstanding (iii) the exercise of any options granted under the share option scheme or similar arrangement for the time being adopted for the grant or issue to (amongst others) officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iv) any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company in force from time to time shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and (d) for the purpose of this resolution: ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earlier of: (i) the conclusion of the next annual general meeting of the Company; – 2 –(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and ‘‘Rights Issue’’ means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company 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 stock exchange in any territory outside Hong Kong applicable to the Company).’’ (B) ‘‘THAT: (a) subject to paragraph (b) of this resolution the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (c) below) 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 securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (‘‘Recognised Stock Exchange’’) subject to and in accordance with all applicable laws and regulations of Bermuda the bye-laws of the Company and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other applicable requirements of any Recognised Stock Exchange as amended from time to time be and is hereby generally and unconditionally approved; (b) the aggregate nominal amount of shares which the Company may be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and (c) for the purposes of this resolution: ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earlier of: (i) the conclusion of the next annual general meeting of the Company; – 3 –(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’ (C) ‘‘THAT: subject to the passing of the resolutions set out in items 5(A) and 5(B) in the notice convening this meeting the aggregate nominal amount of the share capital of the Company which has been purchased by the Company pursuant to the authority granted to the Directors of the Company under the resolution set out in item 5(B) of the said notice shall be added to the aggregate nominal amount of share capital of the Company that may be allotted issued and dealt with by the Directors of the Company pursuant to the resolution set out in item 5(A) of the said notice provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.’’ By Order of the Board Deson Development International Holdings Limited Tjia Boen Sien Managing Director and Chairman Hong Kong 12 July 2024 Registered office in Bermuda: Principal place of business: Victoria Place 5th Floor 11th Floor Nanyang Plaza 31 Victoria Street 57 Hung To Road Kwun Tong Hamilton HM10 Kowloon Bermuda Hong Kong Notes: 1. Any Shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the Shareholder to speak at the AGM. A proxy need not be a Shareholder of the Company. A Shareholder who is the holder of 2 or more Shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. 2. A form of proxy for use at the AGM is enclosed. In order to be valid the proxy form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong Tricor Tengis Limited at 17th Floor Far East Finance Centre No. 16 Harcourt Road Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting thereof.– 4 –3. Completion and delivery of the form of proxy will not preclude a Shareholder of the Company from attending and voting in person at the AGM or any adjournment thereof should such Shareholder so wishes and in such event the instrument appointing a proxy shall be deemed revoked. 4. Where there are joint holders of any Share of the Company any one of such joint holder may vote either in person or by proxy in respect of such Shares as if he were solely entitled to vote but if more than one of such joint holders are present at the AGM the most senior holder shall alone be entitled to vote whether in person or by proxy. For this purpose seniority shall be determined by reference to the order in which the names of the joint holders stand first on the register of Shareholders of the Company in respect of the joint holding. 5. The register of members of the Company will be closed from Thursday 22 August 2024 to Tuesday 27 August 2024 both days inclusive for determining the identity of the Shareholders who are entitled to attend and vote at the AGM. During this period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM unregistered holders of the Shares should ensure that all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong Tricor Tengis Limited at 17th Floor Far East Finance Centre No. 16 Harcourt Road Hong Kong not later than 4 : 30 p.m. on Wednesday 21 August 2024. 6. Pursuant to Bye-Law 69 the above resolutions put to vote at the meeting shall be decided by poll as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. 7. If typhoon signal no. 8 or above is issued or a ‘‘black’’ rainstorm warning is in effect or ‘‘extreme conditions’’ caused by super typhoons at any time after 7 : 00 a.m. on the date of the AGM the AGM will be postponed. The Company will post an announcement on the websites of the Company at www.deson.com and the Stock Exchange at www.hkexnews.hk to notify Shareholders of the Company of the date time and place of the rescheduled AGM.As at the date of this notice the executive Directors of the Company are Mr. Tjia Boen Sien Mr. Wang Jing Ning Mr. Tjia Wai Yip William and Ms. Tse Hoi Ying the independent non-executive Directors of the Company are Dr. Ho Chung Tai Raymond Ir Siu Man Po Mr. Siu Kam Chau and Mr. Song Sio Chong.–5–