Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement 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 announcement.DLC Asia Limited 衍汇亚洲有限公司* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8210) NOTICE OF THE 2024 ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of DLC Asia Limited (the “Company”) will be held at 7th Floor The Dynasty Club South West Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong on Friday 6 September 2024 at 12:00 noon for the following purposes: 1. To consider and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor of the Company for the year ended 31 March 2024; 2. To re-elect Mr. Choi Man Ho as an executive director of the Company. 3. To re-elect Mr. Voon David Hian-fook as an independent non-executive director of the Company. 4. To re-elect Mr. Wu Ping Lam Michael David as an independent non-executive director of the Company. 5. To authorize the board of directors of the Company to fix the respective directors’ remuneration; 6. To re-appoint SHINEWING (HK) CPA Limited as auditor of the Company and to authorize the board of directors of the Company to fix the auditor’s remuneration; 7. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT:(a) subject to paragraph (b) below 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 shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange recognized by the Securities and Futures Commission and the Stock Exchange subject to and in accordance with the rules and regulations of the Securities and Futures Commission the Stock Exchange and all other applicable laws in this regard be and is hereby generally and unconditionally approved; * For identification purposes only – 1 –(b) the total number of shares of the Company which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of shares of the Company in issue (excluding Treasury Shares (as defined in the Rules Governing the Listing of Securities on GEM of the Stock Exchange) if any) as at the date of passing of this resolution and the said approval shall be limited accordingly and if any subsequent consolidation or subdivision of shares is conducted the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of shares of the Company in issue (excluding Treasury Shares if any) at the date immediately before and after such consolidation or subdivision shall be the same; and (c) for the purpose of this resolution “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the shareholders of the Company in general meetings; and (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or anyapplicable laws to be held.”; 8. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT:(a) subject to paragraph (c) below the exercise by the directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot issue and deal with authorized and unissued shares in the Company to sell and/or transfer shares out of treasury that are held as Treasury Shares and to make or grant offers agreements and options (including warrants bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) above shall authorize the directors of the Company to make or grant offers agreements and options (including warrants bonds and debentures convertible into shares of the Company) during the Relevant Period which would or might require the exercise of such powers during or after the end of the Relevant Period; (c) the aggregate number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued and Treasury Shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above otherwise than pursuant to: (i) a Rights Issue (as defined in paragraph (d) below); – 2 –(ii) the exercise of the outstanding conversion rights attaching to any convertible securities issued by the Company which are convertible into shares of the Company; (iii) the exercise of options under share option scheme(s) of the Company; and (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company (including the sale and/or transfer of any shares out of treasury and are held as Treasury Shares) in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company shall not exceed 20% of the total number of shares of the Company in issue (excluding Treasury Shares if any) as at the date of passing of this resolution and the said approval shall be limited accordingly and if any subsequent consolidation or subdivision of shares is conducted the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date (excluding Treasury Shares if any) immediately before and after such consolidation or subdivision shall be the same; and (d) 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: (i) the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the shareholders of the Company in general meetings; and (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; “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 or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or therequirements of any recognized regulatory body or any stock exchange).”; – 3 –9. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT conditional upon the passing of resolutions set out in items 7 and 8 of thenotice convening the AGM (the “Notice”) the general mandate referred to in the resolution set out in item 8 of the Notice be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued and any shares out of treasury that are held as Treasury Shares that may be sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the directors of the Company pursuant to such general mandate of an amount representing the aggregate number of shares of the Company purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 7 of the Notice provided that such amount shall not exceed 10% of the total number of shares of the Company in issue(excluding Treasury Shares if any) as at the date of passing of this resolution.”.By order of the Board DLC Asia Limited Lau Ming Yeung Lambert Chairman Hong Kong 18 June 2024 Notes: 1. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. 2. In order to be valid a form of proxy together with the power of attorney or other authority if any under which it is signed or a certified copy of that power or authority must be deposited at the Hong Kong branch share registrar and transfer office of the Company Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (i.e. not later than 12:00 noon on Wednesday 4 September 2024). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and in such event the form of proxy shall be deemed to be revoked. 3. To ascertain shareholders’ eligibility to attend and vote at the AGM the register of members of the Company will be closed from Tuesday 3 September 2024 to Friday 6 September 2024 (both days inclusive) during which period no share transfer will be effected. In order to qualify for attending and voting at the AGM unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates are lodged with the Hong Kong branch share registrar and transfer office of the Company Tricor Investor Services Limited at its address shown in Note 2 above for registration no later than 4:30 p.m. on Monday 2 September 2024. 4. References to time and dates in this Notice are to Hong Kong time and dates. As at the date of this announcement the executive Directors are Mr. Lau Ming Yeung Lambert Mr. Choi Man Ho Mr. Ng Yu Fai and Mr. Shiu Kam Man; and the independent non-executive Directors are Mr. Voon David Hian-fook Mr. Or Kevin and Mr. Wu Ping Lam Michael David.This announcement for which the Directors collectively and individually accept full responsibility includes particulars given in compliance with the GEM 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 announcement 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 announcement misleading.This announcement will remain on the “Latest Listed Company Information” page of the GEM website at “www.hkgem.com” for at least seven days from the date of its publication and on the Company’s website at “www.derivaasia.com”.–4–