Tungtex : NOTICE OF EXTRAORDINARY GENERAL MEETING

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contents of this notice.

TUNGTEX (HOLDINGS) COMPANY LIMITED

同 得 仕（ 集 團 ）有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00518)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting ("EGM") of Tungtex (Holdings) Company Limited (the "Company") will be held at Room 2 & 3, 10/F, United Conference Centre, United Centre, 95 Queensway, Admiralty, Hong Kong on Wednesday, 26 August 2020 at 4:00 p.m. (or immediately after the conclusion of the annual general meeting of the Company to be held at 3:30 p.m. on the same day and at the same place) for the following purposes:

ORDINARY RESOLUTION

1. "THAT:

1. the SP Agreement dated 31 March 2020 entered into between the Company as vendor and PIONEER FORTRESS LIMITED, as purchaser in respect of the Disposal (as defined in the circular of the Company dated 10 August 2020 ("Circular"), a copy of which is marked "A" and signed by the chairman of the EGM for identification purpose has been tabled at the EGM) be and is hereby approved, confirmed and ratified and the transactions contemplated thereunder be and are hereby approved (terms as defined in the Circular having the same meanings when used in this resolution);
2. any one of the directors of the Company ("Director(s)") be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the SP Agreement and all transactions contemplated thereunder, and to agree to such

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variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the SP Agreement) as are, in the opinion of such Director, in the interest of the Company and its shareholders as a whole."

For and on behalf of the Board

Tungtex (Holdings) Company Limited

Martin Tung Hau Man

Chairman

Hong Kong, 10 August 2020

Registered Office

12th Floor, Tungtex Building

203 Wai Yip Street

Kwun Tong

Kowloon

Hong Kong

Notes:

1. The Board has made reference to the "Joint Statement in relation to General Meetings in light of the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation" jointly issued by The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission of Hong Kong on 1 April 2020 in relation to the arrangement of the EGM. The Company will implement certain precautionary measures at the EGM, the details of which are set out in the section headed "Precautionary Measures for the EGM" in the circular of the Company dated 10 August 2020, to safeguard the health and safety of the attending Shareholders, staff and other stakeholders.
2. The Company does not in any way wish to diminish the opportunity available to the members of the Company to exercise their rights and to vote, but is conscious of the pressing need to protect the members from possible exposure to the coronavirus (COVID-19) pandemic. For the health and safety of the members, the Company would like to encourage members to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy instead of attending the EGM in person. Physical attendance is not necessary for the purpose of exercising shareholders' rights.
3. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.
4. In order 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 notarial certified copy thereof, must be deposited at the Company's share registrar and transfer office, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the appointed time for holding of the EGM or any adjournment hereof (as the case may be). In calculating the aforesaid 48 hours period, no account will be taken of any part of a day that is a public holiday.
5. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof.

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6. For determining the qualification as members to attend and vote at the EGM, the register of members of the Company will be closed as set out below:

During the above closure period, no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than the abovementioned latest time.

1. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint registered holders are present at the EGM personally or by proxy, then one of the registered holders so present whose name stands first on the Company's register of members in respect of such shares will alone be entitled to vote in respect thereof.
2. Voting on the above resolution(s) will be taken by poll.

As at the date of this notice, the executive directors of the Company are Mr. Martin Tung Hau Man, Mr. Raymond Tung Wai Man and Mr. Billy Tung Chung Man; and the independent non- executive directors are Mr. Tony Chang Chung Kay, Mr. Robert Yau Ming Kim, Mr. Leslie Chang Shuk Chien and Mr. Kenneth Yuen Ki Lok.

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