Future Bright : NOTICE OF SPECIAL GENERAL MEETING

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Future Bright Holdings Limited

佳景集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 703)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the "SGM") of Future Bright Holdings Limited (the "Company") will be held at Golden Restaurant, Macau Jockey Club (HK) Club House, 1st Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on 18 December 2019 at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution:

ORDINARY RESOLUTION

"THAT

1. the conditional sale and purchase agreement dated 28 October 2019 (the "Agreement") entered into between Bright Rich Company Limited and Gain Success Company Limited as vendors, the Company as vendors' guarantor, Mr. Zhou Luohong as purchaser, and Bright Success - Property Agency Company Limited ("Bright Success") and 珠海橫琴佳景美食廣場項目發展有限公司 as target companies (a copy of which has been produced to the meeting marked "A" and initialed by the chairman of the meeting for the purpose of identification) in relation to the sale and purchase of the entire issued share capital of Bright Success, and all the related shareholder loans owing by Bright Success at completion at an aggregate consideration of RMB300 million and the transaction contemplated thereunder be and are hereby approved, ratified and confirmed; and
2. any one director of the Company be and is hereby authorised to execute all other documents and to do all other acts and things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in and completion of the Agreement, and take such action as he/she may in his/her opinion consider to be necessary, desirable or expedient to implement and give effect to the Agreement and any other transactions contemplatedunder the Agreement, and to agree to such variation, amendment or waiver or matter relating thereto (including any variation, amendment or

* For identification purpose only

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wavier of such documents or any terms thereof) as is/are in his/her opinion in the interest of the Company and its shareholders as a whole."

By order of the Board

Leung Hon Fai

Company Secretary

Hong Kong, 29 November 2019

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong:

Room 1409, West Tower

Shun Tak Centre

200 Connaught Road Central

Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.
2. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the SGM, 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 holders be present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
3. Completion and return of the form of proxy will not preclude a member from attending and voting at the SGM or any adjournment thereof if he so wishes. In that event, his form of proxy will be deemed to have been revoked.
4. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the branch share registrar of the Company, Tricor Tengis Limited, on Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.
5. For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from 13 to 18 December 2019, both days inclusive, during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the SGM, all duly completed and signed transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited on Level 54, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on 12 December 2019.

As at the date hereof, the board of directors of the Company comprises (i) Mr. Chan Chak Mo, the Managing Director and an executive director, (ii) Mr. Chan See Kit, Johnny, the Chairman and an executive director, (iii) Mr. Lai King Hung, the Deputy Chairman and an executive director, (iv) Ms. Leong In Ian, an executive director and (v) Mr. Cheung Hon Kit, Mr. Yu Kam Yuen, Lincoln and Mr. Chan Pak Cheong Afonso, the independent non-executive directors.

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