Shareholders' Rights

1.        Procedures for shareholders to convene an extraordinary general meeting

1.1.       The  following  procedures for shareholders (the “Shareholders”) of DCB Holdings Limited  (the “Company”) to convene a general meeting (the “EGM”) other than an annual general meeting of the Company are subject to the Company’s Articles of Association, the Companies Law (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and applicable legislation and regulation:

1.1.1.       One or more Shareholders (the “Requisitionist(s)”) holding, at the date of deposit of the requisition (the “Requisition”), not less than one tenth of the paid up capital of the Company having the right of voting at general meetings of the Company, shall have the right, by written notice, to require an EGM to be called by the directors of the Company (the “Directors”) for the transaction of any business specified in such Requisition.

1.1.2.       The Requisition must state the general nature of the business to be dealt with at the EGM and may include the text of a resolution that may properly be moved and is intended to be moved at the EGM.

1.1.3.       The Requisition may consist of several documents in like form which may be sent to the board of Directors (the “Board”) or the company secretary of the Company in hard copy form or in electronic form (and must be authenticated by the Requisitionist(s)) in the following manner:

Head office:         Room D, 12/F, Lucky Factory Building, 63-65 Hung To Road,
                                 Kwun Tong, Kowloon, Hong Kong
Email:                     info@dcb.com.hk
Attention:             The Board of Directors/Company Secretary

1.1.4.       The Directors must call the EGM within 21 days after the date of the deposit of the Requisition and the EGM must be held within two months after the date of the deposit of the Requisition.

1.1.5.     If the Directors are required under paragraph  1.1.1 above to call an EGM and fail to do so pursuant to paragraph 1.1.4, the Requisitionist(s) may themselves call the EGM. Any reasonable expenses incurred by the Requisitionist(s) by reason of the failure of the Directors duly to call the EGM must be reimbursed by the Company.


2.        Procedures for raising enquiries

2.1.        Shareholders should direct their questions about their shareholdings, share transfer, registration and payment of dividend to the Company’s branch share registrar and transfer office in Hong Kong whose contact details are as follows: 

Tricor Investor Services Limited

Address:                Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong
Email:                    is-enquiries@hk.tricorglobal.com
Tel:                         (852) 2980 1333 
Fax:                        (852) 2810 8185

2.2.         Shareholders may at any time raise any enquiry in respect  of  the Company at the following designated contacts, correspondence addresses, email addresses and enquiry hotlines of the Company: 

Head office:          Room D, 12/F, Lucky Factory Building, 63-65 Hung To Road,
                                  Kwun Tong, Kowloon, Hong Kong
Email:                      info@dcb.com.hk
Tel:                          (852) 3594 6118
Attention:              The Board of Directors/Company Secretary

2.3.          Shareholders are reminded to lodge their questions together with their detailed contact information for the prompt response from the Company if the Company deems appropriate.


3.       Procedures for a shareholder to propose a person for election as a Director

3.1       Pursuant to Rule 17.50C of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”), the Company sets out these procedures to provide shareholders of the Company (the “Shareholder(s)”) with detailed procedures by which they can use for nominating a person for election (“Candidate”) as a director of the Company (the “Director”).

3.2      According to Article 85 of the Articles of Association of the Company, no person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a written notice signed by a member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election (the “Nomination Notice”) and also a notice signed by the Candidate of his willingness to be elected (the “Consent Notice”) shall have been lodged at the Company’s headquarters in Hong Kong at Room D, 12/F, Lucky Factory Building, 63-65 Hung To Road, Kwun Tong, Kowloon, Hong Kong for the attention of the Company Secretary of the Company within the prescribed period stated below.

3.3       The notices referred to in paragraph 3.2 shall be lodged at least seven (7) days before the date of the general meeting and the period for lodgment of such notices shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven days (7) prior to the date of such general meeting.

3.4        Pursuant to Rule 17.50(2) of the GEM Listing Rules, the Nomination Notice must state the full name, contact details and biographical details of the person proposed for election as a Director.

3.5       To enable the Shareholders to make an informed decision on the election at the general meeting, the Company shall publish an announcement or issue a supplementary circular as soon as practicable after the receipt of the Nomination Notice and the Consent Notice where such notices are received by the Company after publication of the notice of the general meeting. The Company shall include particulars of the Candidate in the announcement or supplementary circular. The Company shall assess whether or not it is necessary to adjourn the meeting of the election to give members at least 10 business days to consider the relevant information disclosed in the announcement or supplementary circular.

3.6       In order to allow the Shareholders to have sufficient time to consider the proposal of election of the Candidate as the Director, the Shareholders who wish to make the proposal are urged to submit and lodge the Nomination Notice as early as possible.

3.7       The Shareholders who have enquiries regarding the above procedures may write to the Company Secretary at Room D, 12/F, Lucky Factory Building, 63-65 Hung To Road, Kwun Tong, Kowloon, Hong Kong.


4.        Procedures for putting forward proposals at shareholders’ meetings

4.1.       To put forward proposals at a general meeting of the Company, a Shareholder should lodge a written notice of his/her/its proposal (the “Proposal”) with his/her/its detailed contact information at the Company’s address at Room D, 12/F, Lucky Factory Building, 63-65 Hung To Road, Kwun Tong, Kowloon, Hong Kong.

4.2.        The request will be verified with the Company's branch share registrar and transfer office in Hong Kong and upon their confirmation that the request is proper and in order, the Board will be asked to include the Proposal in the agenda for the general meeting.

4.3.        The notice period to be given to all the Shareholders for  consideration of the Proposal raised by the Shareholder concerned at the general meeting varies according to the nature of the Proposal as follows:

4.3.1.        notice of not less than 21 clear days and not less than 20 clear business days in writing if the Proposal is put forward in an annual general meeting of the Company; and

4.3.2.        notice of not less than 14 clear days and not less than 10 clear business days in writing if the Proposal is put forward in an EGM.


5.        Shareholders’ rights summary

In summary, the shareholders of the Company have the following rights:

5.1.            To convene an extraordinary general meeting

5.2.            To raise enquiries

5.3.            To propose a Director

5.4.            To put forward proposals at shareholders’ meetings