Top Dynamic International : Circulars - Proposed Change of Company Name and Notice of Extraordinary General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Top Dynamic International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

TOP DYNAMIC

TOP DYNAMIC INTERNATIONAL HOLDINGS LIMITED इԞණྠ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2203)

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Unless the context otherwise requires, capitalised terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.

A notice convening the EGM to be held at Longchamps Room I, 3rd Floor, Regal Kowloon Hotel, 71 Mody Road, Tsimshatsui, Kowloon, Hong Kong at 2:30 p.m. on 20 February 2019 is set out on pages 6 to 7 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours (i.e. 2:30 p.m. on 18 February, 2019) before the time of the EGM to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

25 January 2019

CONTENTS
Page
DEFINITIONS ...........................................................	1
LETTER FROM THE BOARD ..............................................	2
NOTICE OF EGM ........................................................	6

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"Board"	the board of Directors
"Company"	Top Dynamic International Holdings Limited इԞණྠ਷
ყછٰϞࠢʮ̡, a company incorporated under the laws
of the Cayman Islands with limited liability and the issued
Shares of which are listed on the Stock Exchange
"Director(s)"	director(s) of the Company
"EGM"	the extraordinary general meeting of the Company to be
convened and held for the Shareholders to consider and if
thought fit, approve, among other matters, the Proposed
Change of Company Name
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
People's Republic of China
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"Notice of EGM"	the notice of EGM set out on pages 6 to 7 of this circular
"Proposed Change of	the proposed change of the English name of the Company
Company Name"	from "Top Dynamic International Holdings Limited" to
"Brainhole Technology Limited" and the proposed change
of the dual foreign name in Chinese of the Company from
"इԞණྠ਷ყછٰϞࠢʮ̡" to "໘ݸ߅ҦϞࠢʮ̡"
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of
the Company
"Shareholder(s)"	The holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

TOP DYNAMIC

TOP DYNAMIC INTERNATIONAL HOLDINGS LIMITED इԞණྠ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2203)

Executive Directors:

Mr. Zhang Liang Johnson Ms. Wan Duo

Registered office: Cricket Square Hutchins Drive P.O. Box 2681

Independent non-executive Directors: Mr. Xu Liang

Grand Cayman KY1-1111 Cayman Islands

Mr. Chen Johnson Xi

Ms. Zhang Yibo

Principal place of business in Hong Kong:

Office A, 31st Floor Billion Plaza II

10 Cheung Yue Street Cheung Sha Wan Kowloon

Hong Kong

25 January 2019

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the EGM to seek Shareholders' approval for the Proposed Change of Company Name.

This circular contains further information relating to the resolution proposed so as to enable you to make an informed decision on whether to vote for or against the resolution proposed. A notice for convening the EGM is also set out on pages 6 to 7 of this circular and a form of proxy is also included for your further action.

PROPOSED CHANGE OF COMPANY NAME

The Company announced on 11 January 2019 that it proposed to change the English name of the Company from "Top Dynamic International Holdings Limited" to "Brainhole Technology Limited", and to change the dual foreign name in Chinese of the Company from "इԞණྠ਷ყછ ٰϞࠢʮ̡" to "໘ݸ߅ҦϞࠢʮ̡".

CONDITIONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to the fulfillment of the following conditions:

• (i) the passing of a special resolution by the Shareholders of the Company to approve the Proposed Change of Company Name at the EGM of the Company; and

• (ii) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name.

Subject to the satisfaction of all the conditions set out above, the new English name and dual foreign name of the Company in Chinese will take effect from the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

In addition, subject to the confirmation of the Stock Exchange, the English and Chinese stock short names for trading in the Shares of the Company on the Stock Exchange will also be changed after the Proposed Change of Company Name becomes effective.

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

With further development and expansion of the business scope of the Group, the Board considers that the Proposed Change of Company Name will provide the Company with a more appropriate corporate identity and strategic direction. As such, the Board believes that the Proposed

Change of Company Name is in the best interests of the Company and the Shareholders as a whole.