Doyen International : PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS AND GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES AND NOTICE OF ANNUAL 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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Doyen International Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or to 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 on the whole or any part of the contents of this circular.

DOYEN INTERNATIONAL HOLDINGS LIMITED ؇ვ਷ყછٰϞࠢʮ̡

(Incorporated in Hong Kong with limited liability)

(Stock Code: 668)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS AND

GENERAL MANDATES TO ISSUE NEW SHARES AND

TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "AGM") of Doyen International Holdings Limited (the "Company") to be held at 9/F, The Center, 99 Queen's Road Central, Central, Hong Kong on 4 May 2021 (Tuesday) at 11:00 a.m. is set out on pages AGM-1 to AGM-4 of this circular.

Shareholders are advised to read the notice. Whether or not you are able to attend the AGM, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM (or any adjournment thereof). The lodging of the form of proxy will not preclude you from attending the AGM and voting in person at the AGM or any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

Please see page (ii) of this document for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the Annual General Meeting, including:

compulsory body temperature checks and health declarations recommend wearing of a surgical face mask for each attendee no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

23 March 2021

CONTENT
Page
PRECAUTIONARY MEASURES FOR THE AGM ........................	ii
DEFINITIONS ....................................................	1
LETTER FROM THE BOARD
I. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
II. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
III. General mandates to issue new shares and to repurchase Shares . . . . . . . . . . . .	4
IV. AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
V. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
VI. Generalinformation .............................................	6
APPENDIX I - DETAILS OF THE DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE AGM ........................	I-1
APPENDIX II - EXPLANATORY STATEMENT ON
REPURCHASE MANDATE .........................	II-1

NOTICE OF THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AGM-1

Accompanying document - form of proxy

PRECAUTIONARY MEASURES FOR THE AGM

To prevent and control the spread of the COVID-19, the Company will implement the following at the AGM as part of the control measures to safeguard the health and safety of our attending Shareholders, staff and stakeholders of the Company:

• (1) Compulsory body temperature checks will be conducted for every attendee at the entrance of the AGM venue. Any person who has a body temperature of over 37.3 degrees Celsius or exhibiting flu-like symptoms will be denied entry into or be required to leave the AGM venue.

• (2) Every attendee must wear a surgical face mask throughout the AGM and inside the AGM venue. Please note that no masks will be provided at the AGM venue and attendees should bring and wear their own surgical face masks.

• (3) Following the Hong Kong Government's regulation, the number of attendees inside the AGM venue, who will be physically attending the AGM, will be limited. Shareholders and/or their proxies will be admitted into the AGM venue on a first-come-first-served basis.

• (4) No refreshments or beverages will be served.

• (5) No distribution of gifts or coupons for subsequent consumption.

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine will be denied entry into or be required to leave the AGM venue at the absolute discretion of the Company.

The Company wishes to advise all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. For the health and safety of Shareholders, the Company strongly recommends Shareholders to exercise their voting rights by appointing the chairman of the AGM as their proxy to vote on the relevant resolution(s) instead of attending the AGM in person, by completing and returning the form of proxy attached to this circular by the time specified.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. The Shareholders should check Hong Kong Exchanges and Clearing Limited's website (www.hkexnews.hk) for any future announcements and updates on the AGM arrangements.

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held
at 9/F, The Center, 99 Queen's Road Central, Central,
Hong Kong on 4 May 2021 (Tuesday) at 11:00 a.m.,
the notice of which is set out on pages AGM-1 to
AGM-4 of this circular, or any adjournment thereof
"Articles"	the articles of association of the Company effective
from time to time
"Board"	the board of Directors
"close associate(s)"	having the meaning ascribed to it under the Listing
Rules
"Companies Ordinance"	the Companies Ordinance, Chapter 622 of the Laws of
Hong Kong, as amended from time to time
"Company"	Doyen International Holdings Limited, a company
incorporated in Hong Kong with limited liability and
the issued Shares of which are listed on the Main
Board
"core connected person(s)"	having the meaning ascribed to it under the Listing
Rules
"Director(s)"	director(s) of the Company
"Group"	the Company and its subsidiaries from time to time
"HK$"	Hong Kong dollar(s), the lawful currency of Hong
Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
PRC
"Latest Practicable Date"	17 March 2021, being the latest practicable date prior
to the printing of this circular for the purpose of
ascertaining certain information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the
Stock Exchange
-1-

DEFINITIONS
"Main Board"	the stock market operated by the Stock Exchange prior
to the establishment of the GEM (excluding the option
market) and which stock market continues to be
operated by the Stock Exchange in parallel with the
GEM
"memorandum"	the memorandum of association of the Company
"PRC"	the People's Republic of China
"SFO"	the Securities and Futures Ordinance, Chapter 571 of
the Laws of Hong Kong, as amended from time to time
"Share(s)"	ordinary share(s) of the Company with no nominal
value
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary"	in relation to a company, having the meaning ascribed
thereto in the Listing Rules, whether incorporated in
Hong Kong or elsewhere
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"%"	per cent
-2-

DOYEN INTERNATIONAL HOLDINGS LIMITED ؇ვ਷ყછٰϞࠢʮ̡

(Incorporated in Hong Kong with limited liability)

(Stock Code: 668)

Executive Directors:

Mr. Lo Siu Yu (Chairman)

Mr. Tai Xing (Chief Executive Officer) Mr. Cho Chun Wai

Non-executive Directors:

Ms. Luo Shaoying (Vice Chairman) Mr. Pan Chuan

Independent non-executive Directors: Mr. Chan Ying Kay

Mr. Leung Kin Hong Mr. Wang Jin Ling

To the Shareholders

Dear Sir or Madam,

Registered office and principal place of business in Hong Kong:

Suites 2206, 22nd Floor Harbour Centre

25 Harbour Road Wanchai

Hong Kong

23 March 2021

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO ISSUE NEW SHARES AND

TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

I.

INTRODUCTION

The purpose of this circular is to give you information regarding the proposed (i)re-election of retiring Directors; and (ii) general mandates to the Directors to issue new Shares and to repurchase Shares and to grant an extension thereof. This circular is to give the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.

II. RE-ELECTION OF DIRECTORS

Pursuant to Article 90 of the Articles, at each annual general meeting of the Company, one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. Article 91 of the Articles also provides that the Directors to retire on each occasion shall be those who have been longest in office since their last election, but as between persons who became or were re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. The Directors to retire on each occasion (both as to number and identity) shall be determined by the composition of the Board at the date of the notice convening the AGM, and no Director shall be required to retire or be relieved from retiring by reason of any change in the number or identity of the Directors after the date of such notice but before the close of the AGM. Article 92 of the Articles further provides that a retiring Director shall be eligible for re-election.

According to the above provisions and code provision A.4.2 set out in the Corporate Governance Code and Corporate Governance Report contained in Appendix 14 of the Listing Rules, Mr. Tai Xing, Mr. Pan Chuan and Mr. Chan Ying Kay shall retire from the office at the AGM and, being eligible, will offer themselves for re-election at the AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any Director(s) proposed to be re-elected or any director(s) proposed to be appointed in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting (including, but not limited to, an annual general meeting). The requisite details of Mr. Tai Xing, Mr. Pan Chuan and Mr. Chan Ying Kay are set out in Appendix I of this circular.

III. GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE

SHARES

At the annual general meeting of the Company held on 13 May 2020, ordinary resolutions were passed to grant general mandates to the Directors to issue new Shares and to repurchase Shares. Such general mandates will lapse at the conclusion of the AGM. Ordinary resolutions will be proposed at the AGM to grant to the Directors the following general mandates:

• i. to issue, allot and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing such resolution (the "Issue Mandate");

• ii. to repurchase Shares on the Stock Exchange of an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing such resolution (the "Repurchase Mandate"); and

iii. to extend the Issue Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

As at the Latest Practicable Date, the total number of issued Shares was 1,274,038,550 Shares. Assuming no further Shares are issued or repurchased prior to the date of the AGM and subject to the approval of the Issue Mandate by the Shareholders, the Company would be allowed to issue a maximum of 254,807,710 Shares under the proposed Issue Mandate.

The Issue Mandate and the Repurchase Mandate will continue in force from the passing of the said resolution until whichever is the earliest of:

• i. the conclusion of the next annual general meeting of the Company;

• ii. the expiration of the period within which the next annual general meeting of the Company is required by the laws of Hong Kong or the Articles to be held; or

iii. the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by such resolutions.

With reference to these resolutions, the Board wishes to state that it has no immediate plans to issue any new Shares or repurchase any Shares, whether for cash or otherwise, pursuant to the Issue Mandate and the Repurchase Mandate. An explanatory statement, as required by the Listing Rules to be given to the Shareholders in connection with the Repurchase Mandate, is set out in Appendix II to this circular. It contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether or not to vote for or against the proposed ordinary resolution to grant the Repurchase Mandate at the AGM.

IV. AGM

The notice convening the AGM to be held at 9/F, The Center, 99 Queen's Road Central, Central, Hong Kong at 11:00 a.m. on 4 May 2021 (Tuesday) is set out on pages AGM-1 to AGM-4 of this circular. At the AGM, ordinary resolutions will be proposed to approve, inter alia, the re-election of the retiring Directors, the granting of the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate by an amount representing the aggregate nominal amount of Shares repurchased pursuant to the Repurchase Mandate.

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM shall be taken by poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular.

To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney orauthority at the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

V. RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the opinion that the proposals referred to in this circular are in the best interests of the Company and the Shareholders as a whole and therefore recommend that all Shareholders should vote in favour of the relevant ordinary resolutions to be proposed at the AGM.

VI. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Details of the Directors proposed to be re-elected at the AGM) and Appendix II (Explanatory Statement to Repurchase Mandate) to this circular.

Yours faithfully,

By Order of the Board

Doyen International Holdings Limited

Lo Siu Yu

Chairman

Mr. Tai Xing ("Mr. Tai"), aged 47, was appointed as an executive Director and the Chief Executive Officer ("CEO") of the Company in October 2017. Mr. Tai obtained a bachelor's degree in economics from Chongqing Technology and Business University. He obtained qualification of a trading representative of ऎیʕਠಂ஬ʹ׸ה (China-Commodity Future Exchange, Inc. of Hainan*) in 1996, and has been a registered management consultant authorised by the People's Government of Sichuan since 2001. Mr. Tai has 23 years' experience in the field of finance and corporate management in the PRC. He joined ࠠ ᅅ؇ვછٰණྠϞࠢʮ̡ (Chongqing Doyen Holdings Group Co., Ltd.*) ("Chongqing Doyen") in 2003 and had been appointed as supervisor, vice supervisor and general manager in various subsidiaries of Chongqing Doyen. Mr. Tai Xing had resigned as employee of a connected company controlled by Mr. Lo Siu Yu ("Mr. Lo") and his spouse from December 2019. He was the vice general manager of ɪऎ؇௷ٰᛆҳ༟Ϟࠢʮ̡ (Shanghai Dongsheng Equity Investment Company Ltd.*) ("Shanghai Dongsheng"), a subsidiary of Chongqing Doyen. In December 2019, Mr. Tai had resigned as the vice general manager of Shanghai Dongsheng.

Pursuant to a service contract entered into between the Company and Mr. Tai, Mr. Tai's appointment is without a fixed term and terminable by either party with prior written notice. Under the service contract with the Company, Mr. Tai is entitled to receive an annual remuneration of HK$1,200,000. His remuneration was determined by the remuneration committee of the Company with reference to his qualification and experience, responsibilities to be undertaken, and the prevailing market level of remuneration of similar position. Mr. Tai does not have any other emoluments apart from the annual remuneration.

As at the Latest Practicable Date, Mr. Tai did not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Tai does not have any other relationships with any Director, senior management or substantial Shareholder (as defined in the Listing Rules) or controlling Shareholder (as defined in the Listing Rules) of the Company.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and the Stock Exchange in relation to the re-election of Mr. Tai as an executive Director or any other information that needs to be disclosed pursuant to any of the requirements as set out in Rules 13.51(2)(h) to 13.51(2)(w) of the Listing Rules.

Mr. Pan Chuan ("Mr. Pan"), aged 42, was appointed as a non-executive Director in November 2018. Mr. Pan, graduated from Sichuan International Studies University in the PRC in 1998 with a major in English language. Mr. Pan has more than nine years of managerial experience in the PRC, including working in Chongqing Hoitak Hotel and ࠠᅅ̹ 㡯৵ྼٰุ΅Ϟࠢʮ̡ (Chongqing Dima Industry Company Limited*), a company listed on the Shanghai Stock Exchange of the PRC ("Chongqing Dima"). Mr. Pan has been appointed as a supervisor of Chongqing Dima since 2010. He joined Chongqing Doyen in 2009 as the office supervisor. Chongqing Doyen is a private company founded by Mr. Lo, the controlling

* For identification purpose only

shareholder, the chairman and an executive director of the Company. Mr. Lo is the chairman and general manager of Chongqing Doyen and he and his spouse are the ultimate beneficial owners of Chongqing Doyen.

Mr. Pan did not hold any other directorships in any public listed companies in the past three years.

Pursuant to a service contract entered into between the Company and Mr. Pan, Mr. Pan's appointment is without a fixed term and terminable by either party with prior written notice. Under the service contract, Mr. Pan is entitled to receive an annual director's fee of HK$120,000. His remuneration was determined by the remuneration committee of the Company with reference to his qualification and experience, responsibilities to be undertaken, and the prevailing market level of remuneration of similar position. Mr. Pan does not have any other emoluments apart from the annual director's fee.

As at the Latest Practicable Date, Mr. Pan did not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Pan Chuan is an employee of a company that was controlled by Mr. Lo and his spouse. Save as disclosed above, Mr. Pan does not have any relationships with any Director, senior management or substantial Shareholder (as defined in the Listing Rules) or controlling Shareholder (as defined in the Listing Rules) of the Company.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and the Stock Exchange in relation to the re-election of Mr. Pan as a non-executive Director or any other information that needs to be disclosed pursuant to any of the requirements as set out in Rules 13.51(2)(h) to 13.51(2)(w) of the Listing Rules.

Mr. Chan Ying Kay ("Mr. Chan"), aged 57, was appointed as an independent non-executive Director of the Company in October 2009. In January 2020, Mr. Chan had been appointed as a financial controller of a Hong Kong company. In April 2019, Mr. Chan had been appointed as the company secretary and the chief financial officer of Zhuoxin International Holdings Limited ("Zhuoxin"), a company listed on the GEM ("GEM") of The Stock Exchange. In June 2019, Mr. Chan had resigned as the company secretary and the chief financial officer of Zhuoxin, a company listed on the GEM Stock Exchange. In October 2017, Mr. Chan had been appointed as the company secretary and the chief financial officer of Beautiful China Holdings Company Limited ("Beautiful China"), a company listed on the main board of the Stock Exchange. In July 2018, Mr. Chan had resigned as the chief financial officer of Beautiful China. In October 2018, Mr. Chan had resigned as the company secretary of Beautiful China. In July 2016, Mr. Chan had been appointed as an independent non-executive director of China Oil Gangran Energy Group Holdings Limited ("China Oil Gangran"), a company listed on the GEM of the Stock Exchange. In August 2018, Mr. Chan had resigned as an independent non-executive director of China Oil Gangran. In July 2016, Mr. Chan had been appointed as the company secretary and the chief financial officer of Realord Group Holdings Limited ("Realord Group ") a company listed on the main board of the Stock Exchange. In September 2017, Mr. Chan hadresigned as the company secretary and the chief financial officer of Realord Group. Mr. Chan has over 30 years of experience in accounting and finance. Mr. Chan graduated from the University of Sheffield with a master of business administration and is currently a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants.

Save as disclosed above, Mr. Chan did not hold any other directorships in any public listed companies in the past three years.

Pursuant to a service contract entered into between the Company and Mr. Chan, Mr. Chan's appointment is for a fixed term of one year and renewable annually upon expiry, unless and until terminated by either party by a prior written notice. Under the service contract, Mr. Chan is entitled to receive an annual director's fee of HK$120,000 which was determined by the Board with reference to his qualification and experience, responsibilities to be undertaken, and the prevailing market level of remuneration of similar position. Mr. Chan does not have any other emoluments apart from the annual director's fee.

As at the Latest Practicable Date, Mr. Chan did not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Chan does not have any relationships with any Director, senior management or substantial Shareholder (as defined in the Listing Rules) or controlling Shareholder (as defined in the Listing Rules) of the Company.

The Board considers that Mr. Chan continues to be independent as he has satisfied all the criteria for independence set out in Rule 3.13 of the Listing Rules. During his tenure as independent non-executive Director, he has made positive contributions to the Company's strategies and policies with independent judgement from his areas of expertise. The Board considers that his continued tenure with the Company will continue to bring wide range of valuable insights and expertise to the Board. There is no evidence that his over nine years of service with the Company would have any impact on his independence which, on the contrary, is an asset to the Company. The Board thus recommends Mr. Chan for re-election as an independent non-executive Director at the AGM.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and the Stock Exchange in relation to the re-election of Mr. Chan as an independent non-executive Director or any other information that needs to be disclosed pursuant to any of the requirements as set out in Rules 13.51(2)(h) to 13.51(2)(w) of the Listing Rules.

This Appendix serves as an explanatory statement to the Shareholders as required under the Listing Rules in connection with the proposed Repurchase Mandate and also constitutes the memorandum required under Section 239 of the Companies Ordinance.

REASONS FOR REPURCHASE MANDATE

Whilst the Directors do not presently intend to repurchase any Shares, they believe that the flexibility afforded by the Repurchase Mandate granted to them would be beneficial to the Company and the Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years and if there are occasions in the future when Shares are being traded at a discount to their underlying value, the ability of the Company to repurchase Shares can be beneficial to those Shareholders who retain their investment in the Company since this may, depending on the circumstances, result in increases to the fully diluted net assets and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

SHARE CAPITAL

As at the Latest Practicable Date, the total issued share capital of the Company is HK$127,403,855 divided into 1,274,038,550 fully paid-up Shares.

The exercise of the Repurchase Mandate up to 10% limit would enable the Company to repurchase up to a maximum of 127,403,855 Shares, assuming that there are no issues of new Shares or Shares repurchases from the Latest Practicable Date to the date of the AGM.

SOURCE OF FUNDS FOR REPURCHASES AND IMPACT ON REPURCHASES

For repurchasing Shares, the Company may only apply funds entirely from the Company's available cashflow or working capital facilities, which will be funds legally available for such purpose in accordance with the Articles and the applicable laws of Hong Kong. Such funds include but not limited to the Company's profits available for distribution. As compared with the financial position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020 (being the date of its latest published audited accounts), the Directors consider that there may be a material adverse impact on the working capital or gearing ratio of the Company in the event that the Repurchase Mandate is exercised in full. However, the Directors expect to exercise such mandate if and to such extent only as they are satisfied that the exercise thereof will not have such a material adverse impact.

DISCLOSURE OF INTERESTS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong. None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, presently intend to sell any Shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is granted by the Shareholders.

The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company, in the event that the Repurchase Mandate is granted by the Shareholders.

EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Codes on Takeovers and Mergers and Share Buy-backs), depending on the level of increase in the Shareholder's interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the following Shareholders are interested in more than 10% of the Shares therein issue:

Approximate

percentage

of theNumber ofName of Shareholder

Capacity of interest

Shares interestedCompany's issued Shares

Mr. Lo Siu Yu (Note 1)

Interest of controlled corporation and beneficial owner

785,373,018 61.64%Ms. Chiu Kit Hung (Note 2)

Interest of Spouse and beneficial owner

785,373,018 61.64%Wealthy In Investments

Limited (Note 3)

Interest of controlled corporation

760,373,018 59.68%

Money Success Limited

(Note 4)

Interest of controlled corporation and beneficial owner

760,373,018 59.68%

Notes:

• 1. Shares of 60,000,000 and 30,000,000 were held respectively by Sino Consult Asia Limited and Full Brilliant Limited, companies wholly-owned by Money Success Limited, Shares of 670,373,018 were directly held by Money Success Limited, a company wholly-owned by Wealthy In Investments Limited, which is in turn wholly-owned by Mr. Lo. Shares of 25,000,000 were jointly held with Ms. Chiu Kit Hung, the spouse of Mr. Lo.

• 2. Ms. Chiu Kit Hung is the spouse of Mr. Lo, who is the Chairman and the executive Director of the Company.

• 3. Wealthy In Investments Limited is a company wholly owned by Mr. Lo.

4. Money Success Limited is a company wholly owned by Wealthy In Investments Limited.

In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the interests of Money Success Limited with its concert parties would be increased to approximately 68.49% of the issued share capital of the Company and such increases will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code and reduce the amount of Shares held by the public to less than 25%.

The Directors have no intention to exercise the Repurchase Mandate to an extent as may result in the number of Shares held by the public being reduced to less than 25% of the total issued share capital of the Company nor to an extent as would result in an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

MARKET PRICES OF SHARES

The highest and lowest trade market prices for Shares recorded on the Stock Exchange during each of the previous 12 months before the Latest Practicable Date were as follows:

Month	Highest	Lowest
HK$	HK$
2020
March	0.270	0.216
April	0.270	0.216
May	0.216	0.155
June	0.155	0.139
July	0.410	0.136
August	0.410	0.204
September	0.300	0.260
October	0.290	0.240
November	0.340	0.260
December	0.340	0.204
2021
January	0.280	0.218
February	0.400	0.176
March (up to the Latest Practicable Date)	0.310	0.248
SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

DOYEN INTERNATIONAL HOLDINGS LIMITED ؇ვ਷ყછٰϞࠢʮ̡

(Incorporated in Hong Kong with limited liability)

(Stock Code: 668)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Doyen International Holdings Limited (the "Company") will be held at 9/F, The Center, 99 Queen's Road Central, Central, Hong Kong on 4 May 2021 (Tuesday) at 11:00 a.m. for the purpose of transacting the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors and independent auditor for the year ended 31 December 2020.

2. (1) To approve and re-elect the following as directors of the Company ("Directors"), each as a separate resolution:

• (a) Mr. Tai Xing as an executive Director;

• (b) Mr. Pan Chuan as a non-executive Director; and

• (c) Mr. Chan Ying Kay as an independent non-executive Director.

• (2) To authorize the board of Directors (the "Board") to fix the remuneration of the Directors.

• 3. To re-appoint Baker Tilly Hong Kong Limited as the auditor of the Company for the ensuing year and to authorize the Board to fix their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass, with or without modifications, the following resolutions:

4.

(1)As Ordinary Resolution No. 4(1):

"THAT:

• (a) subject to paragraph (c) of this Ordinary Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of the Ordinary Resolution No. 4(2) below) of all powers of the Company to issue, allot and deal with additional shares of the Company and to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Ordinary Resolution shall authorize the Directors during the Relevant Period (as defined in paragraph (c) of the Ordinary Resolution No. 4(2) below) to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities which carry rights to subscribe for or are convertible into shares of the Company) to subscribe for shares which would or might require the exercise of such power after the end of the Relevant Period (as defined in paragraph (c) of the Ordinary Resolution No. 4(2) below);

• (c) the aggregate number of shares issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Ordinary Resolution, otherwise than pursuant to (i) a Rights Issue (as defined hereinafter), or (ii) the exercise of any rights of subscription or conversion under the terms of any securities of the Company which carry the right to subscribe for or are convertible into shares in the Company, or (iii) an issue of shares in the Company upon the exercise of options which may be granted under any share option scheme of the Company, or (iv) an issue of shares in lieu of the whole or part of a dividend on shares in the Company in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate number of the issued shares of the Company as at the date of the passing of this Ordinary Resolution and the said approval shall be limited accordingly; and

  "Rights Issue" means an offer of shares of the Company open for a period fixed by the Directors to holders of shares of the Company on the register of members of the Company on a fixed record date in

proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."

(2) As Ordinary Resolution No. 4(2):

"THAT:

• (a) subject to paragraph (b) of this Ordinary Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of this Ordinary Resolution) of all powers of the Company to repurchase securities of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares which may be repurchased by the Company pursuant to paragraph (a) of this Ordinary Resolution during the Relevant Period (as defined in paragraph (c) of this Ordinary Resolution) shall not exceed 10% of the aggregate number of the issued shares as at the date of passing this Ordinary Resolution, and the said approval pursuant to paragraph (a) of this Ordinary Resolution shall be limited accordingly; and

• (c) for the purposes of the Ordinary Resolutions Nos. 4(1) and 4(2), "Relevant Period" means the period from the passing of the Ordinary Resolutions Nos. 4(1) and 4(2) until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company; or

  • (ii) 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 and the applicable laws to be held; or

  • (iii) the revocation or variation of this Ordinary Resolution No. 4(1) or 4(2) by an ordinary resolution of shareholders of the Company in general meeting."

(3) As Ordinary Resolution No. 4(3):

"THAT conditional upon Resolutions Nos. 4(1) and 4(2) mentioned above being passed, the aggregate number of the shares of the Company which shall have been repurchased by the Company under the authority granted to the Directors as mentioned in Resolution No. 4(2) above (up to the maximum of 10% of the aggregate number of the issued shares of the Company as stated in Resolution No. 4(2) above) shall be added to the aggregate number of shares that may be allotted, issued or otherwise dealt with, or agreed conditionally and unconditionally to be allotted, issued or otherwise dealt with by the Directors pursuant to Resolution No. 4(1) above."

By Order of the Board

Doyen International Holdings Limited

Lo Siu Yu

Chairman

Hong Kong, 23 March 2021

Notes:

• 1. Any member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy or proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

• 2. In order to be valid, a form of proxy together with a power of attorney or other authority, if any, under which it is signed or certified by a notary or an official copy of that power of attorney or authority, must be deposited at the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.

• 3. The register of members of the Company will be closed from 29 April 2021 (Thursday) to 4 May 2021 (Tuesday), during which period no transfer of shares will be effected for the purpose of determination of entitlement to attend and vote at the Annual General Meeting. In order to qualify for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 28 April 2021 (Wednesday).