Da Ming International : NOTICE OF EXTRAORDINARY GENERAL MEETING

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DA MING INTERNATIONAL HOLDINGS LIMITED

大 明 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1090)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting ("EGM") of the shareholders of Da Ming International Holdings Limited ("Company") will be held at Conference Room A309, Jiangsu Daming Metal Products Co., Limited, No. 1518 Tongjiang Road, Wuxi, Jiangsu, The People's Republic of China on Monday, 31 May 2021 at 3 p.m. for the purpose of considering and, if thought fit, with or without amendments, passing the following ordinary resolution of the Company:

ORDINARY RESOLUTION

1. "THAT:

1. the New Framework Agreement (as defined in the circular of the Company dated 10 May 2021 of which this notice forms part ("Circular")) and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, confirmed and ratified;
2. the Annual Caps (as defined in the Circular) in respect of the proposed maximum annual monetary value of the transactions contemplated under the New Framework Agreement for each of the three years ending 31 December 2023 be and are hereby approved; and

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1. any one director of the Company (or any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) be and is hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the New Framework Agreement and the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon."

Notes:

1. The register of members of the Company will be closed from 26 May 2021 to 31 May 2021 (both days inclusive), during which period no transfer of Shares can be registered. In order to be entitled to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 25 May 2021.
2. Any member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company. All proxies, together with powers of attorney or other authorities, if any, under which they are signed or notarially certified copies thereof, must be deposited with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, by 3:00 p.m. on 29 May 2021 (Hong Kong time), being 48 hours before the time appointed for the EGM. Completion and returning of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjournment thereof should she/he so wishes.

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1. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders are present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of the relevant joint holding.
2. In compliance with Rule 13.39(4) of the Listing Rules, voting on the resolution proposed in this notice shall be decided by way of a poll at the EGM.
3. If a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a "black" rainstorm warning signal is expected to be in force at any time after 7:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on the respective websites of the Company (http://www.dmssc.net) and the Stock Exchange (www.hkexnews.hk) to notify Shareholders of the date, time and venue of the rescheduled EGM.
   If a tropical cyclone warning signal No. 8 or above or a "black" rainstorm warning signal is lowered or cancelled at or before 7:00 a.m. on the date of the EGM and where conditions permit, the EGM will be held as scheduled. The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force.
   Having considered their own situations, Shareholders should decide on their own whether they would attend the EGM under a bad weather condition and if they do so, they are advised to exercise care and caution.
4. Shareholders are advised to read the circular of the Company dated 10 May 2021 which contains information concerning the resolutions to be proposed in the EGM.

As at the date of this announcement, the executive Directors are Mr. Zhou Keming (Chairman), Mr. Jiang Changhong (Chief Executive Officer), Ms. Xu Xia, Mr. Zou Xiaoping, Dr. Fukui Tsutomu, Mr. Zhang Feng and Mr. Wang Jian; the non-executive Directors are Mr. Lin Changchun and Mr. Lu Jian; and the independent non-executive Directors are Mr. Cheuk Wa Pang, Prof. Hua Min, Mr. Lu Daming, Mr. Liu Fuxing and Mr. Hu Xuefa.

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