Exhibit 99.1
DRAGON VICTORY INTERNATIONAL LIMITED
(incorporated in the Cayman Islands with
limited liability)
(NASDAQ: LYL)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the
annual general meeting of shareholders (the “Meeting”) of Dragon Victory International Limited (the “Company”)
will be held on March 31, 2021, at 9:00 a.m., Beijing Time, at Room 1803, Yintai International Building, Kejiguan Road, Binjiang
District, Hangzhou, Zhejiang Province, China, for the following purposes:
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1.
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To re-elect Mr. Limin Liu as a director of the Company to hold office until the next annual general meeting;
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2.
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To re-elect Mr. Wei Wang as a director of the Company to hold office until the next annual general meeting;
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3.
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To re-elect Mr. Bin Liu as a director of the Company to hold office until the next annual general meeting;
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4.
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To re-elect Mr. Wenbing Wang as a director of the Company to hold office until the next annual general meeting;
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5.
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To re-elect Ms. Jingxin Tian as a director of the Company to hold office until the next annual general meeting;
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6.
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To authorize the board of directors of the Company (the “Board of Directors”) to fix the remuneration of the directors; and
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7.
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To approve, ratify, and confirm the re-appointment of WWC, P.C. as the Company’s independent auditors for the year ending March 31, 2021, and to authorize the Board of Directors to fix their remuneration.
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The Board of Directors has fixed the close
of business on March 4, 2021 as the record date (the “Record Date”) for determining the shareholders entitled to receive
notice of and to vote at the Meeting or any adjournment thereof. Only holders of ordinary shares of the Company on the Record Date
are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
Shareholders may obtain a copy of the proxy
materials, including the Company’s 2020 annual report, from the Company’s website at www.dvintinc.com or by
submitting a request to yangy@dvintinc.com.
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By Order of the Board of Directors,
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/s/ Limin Liu
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Limin Liu
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Chairman of the Board of Directors
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Hangzhou, China
March 5, 2021
DRAGON VICTORY INTERNATIONAL LIMITED
ANNUAL GENERAL MEETING OF SHAREHOLDERS
MARCH 31, 2021
9:00 a.m., Beijing Time
PROXY STATEMENT
The board of directors (the “Board
of Directors”) of Dragon Victory International Limited (the “Company”) is soliciting proxies for the annual general
meeting of shareholders (the “Meeting”) of the Company to be held on March 31, 2021, at 9:00 a.m., Beijing Time, at
Room 1803, Yintai International Building, Kejiguan Road, Binjiang District, Hangzhou, Zhejiang Province, China or any adjournment thereof.
Only holders of the ordinary shares of
the Company of record at the close of business on March 4, 2021 (the “Record Date”) are entitled to attend and vote
at the Meeting or at any adjournment thereof. The shareholders entitled to vote and present in person or by proxy or (in the case
of a shareholder being a corporate entity) by its duly authorized representative representing not less than one-third in nominal
value of the total issued voting shares in the Company throughout the meeting shall form a quorum.
Any shareholder entitled to attend and
vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a
shareholder of the Company. Each holder of the Company’s ordinary shares shall be entitled to one vote in respect of each
ordinary share held by such holder on the Record Date.
PROPOSALS TO BE VOTED ON
At the Meeting, ordinary resolutions will
be proposed as follows:
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1.
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To re-elect Mr. Limin Liu as a director of the Company to hold office until the next annual general meeting;
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2.
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To re-elect Mr. Wei Wang as a director of the Company to hold office until the next annual general meeting;
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3.
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To re-elect Mr. Bin Liu as a director of the Company to hold office until the next annual general meeting;
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4.
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To re-elect Mr. Wenbing Wang as a director of the Company to hold office until the next annual general meeting;
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5.
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To re-elect Ms. Jingxin Tian as a director of the Company to hold office until the next annual general meeting;
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6.
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To authorize the Board of Directors to fix the remuneration of the directors; and
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7.
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To approve, ratify, and confirm the re-appointment of WWC, P.C. as the Company’s independent auditors for the year ending March 31, 2021, and to authorize the Board of Directors to fix their remuneration.
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The Board of Directors recommends a
vote “FOR” each of the Proposals No. 1–7.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY
SHARES
Shareholders entitled to vote at the Meeting
may do so either in person or by proxy. Those shareholders who are unable to attend the Meeting are requested to read, complete,
sign, date, and return the attached proxy card in accordance with the instructions set out therein.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to NASDAQ’s Marketplace
Rules that permit companies to make available their annual report to shareholders on or through the Company’s website, the
Company posts its annual reports on the Company’s website. The annual report for the year ended March 31, 2020 (the “2020
Annual Report”) has been filed with the U.S. Securities and Exchange Commission. The Company adopted this practice to avoid
the considerable expense associated with mailing physical copies of such report to record holders. You may obtain a copy of our
2020 Annual Report to shareholders by visiting the “SEC Filings” heading under the “Investor Relations”
section of the Company’s website at www.dvintinc.com. If you want to receive a paper or email copy of the Company’s
2020 Annual Report to shareholders, you must request one. There is no charge to you for requesting a copy. Please make your request
for a copy to the Investor Relations department of the Company, at yangy@dvintinc.com.
PROPOSAL NO. 1 THROUGH PROPOSAL NO. 6
RE-ELECTION OF CURRENT DIRECTORS,
AND
THE AUTHORIZATION GIVEN TO THE BOARD
OF DIRECTORS TO FIX THE REMUNERATION OF THE DIRECTORS
The Board of Directors currently consists
of five members. All five current directors named below will seek re-election at the Meeting.
The Company’s nominating and corporate
governance committee recommends, and the Board of Directors concurs, that the five current directors be re-elected and that the
Board of Directors be authorized to fix the remuneration of the directors.
Each director to be re-elected will hold
office until the next annual general meeting of shareholders or until his or her appointment is otherwise terminated in accordance
with the articles of association of the Company.
DIRECTORS FOR RE-ELECTION
Mr. Limin Liu has served
as our CEO, Chairman of the Board of Directors, and director since August 21, 2019. From July 2014 to June 2019, Mr. Liu served
as the Global Lead of Department of Financial Service Industry of Huawei Technologies Co., Ltd. From 2006 to 2014, Mr. Liu served
as the vice president for sales and technology of Beijing Futong Dongfang Technology Co., Ltd. From 1994 to 2006, Mr. Liu worked
at IBM China subsequently as an engineer, business representative, and director of sales. Mr. Liu graduated from Zhejiang University
in 1993 with a major in motor control.
Mr. Wei Wang has served
as our director since August 21, 2019. Mr. Wang has served as the general manager of Zhejiang Getai Curtain Wall Decoration Engineering
Co., Ltd. since January 2014. From February 1991 to December 2013, Mr. Wang worked in the Fire Department of Hangzhou City. Mr.
Wang received a bachelor’s degree in business management from Party School of the Central Committee of C.P.C. in 2000.
Mr. Bin Liu has served
as our director since September 4, 2019. Mr. Liu has over 20 years of experience in accounting, finance, and capital markets. Mr.
Liu has been a deputy manager of Beijing Houyi Capital Management Co., Ltd., a private equity fund headquartered in Beijing, since
July 2019. From September 2017 to June 2019, Mr. Liu served as deputy manager at Jianwen Financial Holding Co., Ltd. From February
2003 to August 2017, Mr. Liu worked as an official at Shanghai Securities Regulatory Bureau. From January 2002 to February 2003,
Mr. Liu served as financial manager at Winsan (Shanghai) Industrial Corporation Ltd. From July 1996 to December 2001, Mr. Liu served
as a partner and manager at Beijing Zhongtian Huazheng Accounting Firm. Mr. Liu received his bachelor’s degree in finance
from Liaoning University in 1996. Mr. Liu also holds two master’s degree: a degree in banking from Chinese Academy of Social
Sciences in 1999 and another degree in law from Fudan University in 2010.
Mr. Wenbing Wang has
served as our director since December 12, 2017. Mr. Wang has served in key roles in U.S. listed Chinese companies and prestigious
financial institutions. In addition to investment banking and private equity experience at Credit Suisse First Boston (Hong Kong)
Ltd., Century Investment Corporation, and Redwood Capital, Mr. Wang has served as the President and Chief Financial Officer of
Fushi Copperweld. Mr. Wang holds a bachelor’s degree in Scientific English from University of Science and Technology Beijing
and an MBA degree in Finance and Corporate Accounting from University of Rochester.
Ms. Jingxin Tian has
served as our director since June 3, 2019. Ms. Tian has been a partner of Jingsh Law Firm, a law firm headquartered in Beijing
with more than 40 branch offices in China, since 2016, and serves as the director of construction biddings department of the firm.
Ms. Tian has over 13 years of experience as a litigation and transaction lawyer, especially in areas including legal risk management
and dispute resolution. Ms. Tian also serves as member of mergers, acquisitions, reorganizations, and financially-distressed assets
committee of Beijing Lawyers Association, member of Chinese Society of International Law, and arbitrator of Hainan International
Arbitration Court of China. Ms. Tian received a bachelor’s degree in law from Capital University of Economics and Business
in China, and a master degree in civil and business law from University of Chinese Academy of Sciences.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE RE-ELECTION OF EACH OF THE CURRENT
DIRECTORS NAMED ABOVE,
AND
THE AUTHORIZATION GIVEN TO THE BOARD
OF DIRECTORS TO FIX THE REMUNERATION OF THE DIRECTORS.
PROPOSAL NO. 7
APPROVAL, RATIFICATION, AND CONFIRMATION
OF
THE RE-APPOINTMENT OF INDEPENDENT AUDITORS
AND
THE AUTHORIZATION GIVEN TO THE BOARD
OF DIRECTORS TO FIX THEIR REMUNERATION
The Company’s audit committee recommends,
and the Board of Directors concurs, that WWC, P.C. be re-appointed as the Company’s independent auditors for the fiscal year
ending March 31, 2021, and that the Board of Directors be authorized to fix their remuneration.
In the event that our shareholders fail
to approve, ratify, and confirm the appointment and the authorization, our audit committee will reconsider its selection. Even
if the appointment is approved, ratified, and confirmed, our audit committee in its discretion may recommend the appointment of
a different independent auditing firm at any time during the year if the audit committee believes that such a change would be in
the best interests of the Company and its shareholders.
THE BOARD OF DIRECTORS AND THE AUDIT
COMMITTEE RECOMMEND
A VOTE FOR
THE APPROVAL, RATIFICATION, AND CONFIRMATION
OF THE RE-APPOINTMENT
OF
WWC, P.C. AS THE COMPANY’S INDEPENDENT
AUDITORS
FOR THE FISCAL YEAR ENDING MARCH 31,
2021
AND
THE AUTHORIZATION GIVEN TO THE BOARD
OF DIRECTORS TO FIX THEIR REMUNERATION.
OTHER MATTERS
The Board of Directors is not aware of
any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of
the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
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By order of the Board of Directors
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March 5, 2021
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/s/ Limin Liu
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Limin Liu
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Chairman of the Board of Directors
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6
Exhibit 99.2
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* SPECIMEN *
1 MAIN STREET
ANYWHERE PA 99999-9999
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VOTE ON INTERNET
Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter
Login and log-on using the below control number. Voting will be open until 11:59 pm (EST) on March 29, 2021.
CONTROL #
VOTE BY EMAIL
Please email your signed proxy card to vote@vstocktransfer.com.
VOTE BY FAX
Please fax your signed proxy card to 646-536-3179.
VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the envelope
we have provided to 18 Lafayette Place, Woodmere, NY 11598.
VOTE IN PERSON
If you would like to vote in person, please attend
the Annual Meeting to be held on March 31, 2021 at 9:00 a.m. Beijing Time.
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Please Vote, Sign, Date, and Return Promptly
in the Enclosed Envelope.
Annual Meeting of Shareholders - Dragon Victory
International Limited
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DETACH CARD HERE TO VOTE BY MAIL
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
ALL DIRECTOR NOMINEES AND “FOR” PROPOSALS 6 AND 7.
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(1)
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To re-elect Mr. Limin Liu as a director of the Company
to hold office until the next annual general meeting;
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☐ VOTE FOR
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☐ VOTE AGAINST
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☐ ABSTAIN
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(2)
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To re-elect Mr. Wei Wang as a director of the Company to
hold office until the next annual general meeting;
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☐ VOTE FOR
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☐ VOTE AGAINST
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☐ ABSTAIN
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(3)
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To re-elect Mr. Bin Liu as a director of the Company to
hold office until the next annual general meeting;
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☐ VOTE FOR
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☐ VOTE AGAINST
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☐ ABSTAIN
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(4)
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To re-elect Mr. Wenbing Wang as a director of the Company
to hold office until the next annual general meeting;
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☐ VOTE FOR
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☐ VOTE AGAINST
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☐ ABSTAIN
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(5)
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To re-elect Ms. Jingxin Tian as a director of the Company
to hold office until the next annual general meeting;
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☐ VOTE FOR
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☐ VOTE AGAINST
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☐ ABSTAIN
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(6)
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To authorize the Board of Directors to fix the remuneration
of the directors;
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☐ VOTE FOR
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☐ VOTE AGAINST
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☐ ABSTAIN
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(7)
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To approve, ratify, and confirm the re-appointment of WWC,
P.C. as the Company’s independent auditors for the year ending March 31, 2021, and to authorize the Board of Directors to
fix their remuneration.
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☐ VOTE FOR
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☐ VOTE AGAINST
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☐ ABSTAIN
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This Proxy Card must be
signed by the person registered in the register of members at the close of business on March 4, 2021. In the case of a shareholder
that is not a natural person, this Proxy Card must be executed by a duly authorized officer or attorney of such entity.
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Date
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Signature
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Signature, if held jointly
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To change the address on your account, please check
the box at right and indicate your new address. ☐
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* SPECIMEN *
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AC:ACCT9999
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90.00
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DRAGON
VICTORY INTERNATIONAL LIMITED
Annual
General Meeting of Shareholders
March
31, 2021
DRAGON VICTORY INTERNATIONAL LIMITED
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned shareholder of Dragon Victory
International Limited, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the Notice of Annual
General Meeting of the Shareholders (the “Meeting”) and the Proxy Statement, each dated March 5, 2021, and hereby appoints,
if no person is specified, the chairman of the Meeting, as proxy, with full power of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the Meeting to be held on March 31, 2021, at 9:00 a.m., Beijing Time, at Room
1803, Yintai International Building, Kejiguan Road, Binjiang District, Hangzhou, Zhejiang Province, China, or at any adjournment
or postponement thereof, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally
present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of any proxy upon
such other business as may properly come before the Meeting, all as set forth in the Notice of the Meeting and in the Proxy Statement
furnished herewith.
This proxy, when properly
executed, will be voted as directed. If no direction is made, the proxy shall be voted “FOR” all the director nominees,
“FOR” to authorize the Board of Directors to fix the remuneration of the directors, and “FOR” to approve,
ratify, and confirm the re-appointment of WWC, P.C., as the Company’s independent auditors.
Please check here
if you plan to attend the Meeting on March 31, 2021 at 9:00 a.m., Beijing Time. ☐
(Continued and to be signed on Reverse
Side)