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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Activation Group Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

ACTIVATION GROUP

艾德韦宣

Activation Group Holdings Limited

艾德韋宣集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9919)

(1) PROPOSED DECLARATION OF FINAL DIVIDEND AND FINAL SPECIAL DIVIDEND;
(2) PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND SELL OR TRANSFER TREASURY SHARES;
(3) RE-ELECTION OF DIRECTORS;
(4) RE-APPOINTMENT OF AUDITORS;
(5) PROPOSED ADOPTION OF THE 2025 SHARE AWARD PLAN AND TERMINATION OF THE EXISTING SHARE AWARD PLAN; AND
(6) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 8th Floor, No. 399A Liu Zhou Road, Xu Hui District, Shanghai, PRC on Thursday, 15 May 2025 at 10:00 a.m. is set out on pages N-1 to N-5 of this circular. The form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.activation-gp.com).

Whether or not you are able to attend the AGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return them to the Company's branch share registrar in Hong Kong, 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 (excluding any part of a day that is a public holiday) before the time appointed for the holding of the AGM (i.e. not later than 10:00 a.m. on Tuesday, 13 May 2025). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the AGM if they so wish.

References to dates and time in this circular are to Hong Kong dates and time.

17 April 2025

CONTENTS

Page

Definitions 1

Letter from the Board

Introduction 5
Proposed Declaration of Final Dividend and Final Special Dividend 6
Proposed Granting of the Repurchase Mandate and the Issuance and Resale Mandate 6
Re-election of Directors 7
Re-appointment of the Auditors 7
Adoption of the 2025 Share Award Plan and Termination of the Existing Share Award Plan 8
Annual General Meeting and Proxy Arrangement 11
Document on Display 11
Responsibility Statement 11
Recommendation 12
General Information 12

Appendix I — Explanatory Statement on the Repurchase Mandate I-1

Appendix II — Details of the Directors proposed to be Re-elected at the Annual General Meeting II-1

Appendix III — Summary of the Rules of the 2025 Share Award Plan III-1

Notice of Annual General Meeting N-1

DEFINITIONS

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

“2025 Share Award Plan” the share award plan proposed to be approved and adopted by the Shareholders at the AGM;

“Adoption Date” the date on which the 2025 Share Award Plan is approved and adopted by ordinary resolution to be passed by the Shareholders at the AGM;

“AGM” the annual general meeting of the Company to be held at 8th Floor, No. 399A Liu Zhou Road, Xu Hui District, Shanghai, PRC on Thursday, 15 May 2025 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages N-1 to N-5 of this circular, and any adjournment thereof;

“associate(s)” shall have the meaning ascribed thereto in the Listing Rules;

“Articles of Association” the articles of association of the Company, as amended from time to time;

“Award” an award of Share(s) pursuant to the 2025 Share Award Plan, on such terms and conditions as the Board or the Remuneration Committee may from time to time determine;

“Awarded Share(s)” the Share(s) provisionally awarded to a Selected Participant pursuant to an Award;

“Board” the board of Directors;

“CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited;

“Companies Act” the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands;

“Company” Activation Group Holdings Limited 艾德韋宣集團控股有限公司, an exempted company incorporated in the Cayman Islands with limited liability on 27 February 2019, the issued Shares of which are listed on the Main Board of the Stock Exchange;

“connected person(s)” shall have the meaning ascribed thereto in the Listing Rules;

“controlling shareholder(s)” has the meaning prescribed to it under the Listing Rules;

DEFINITIONS

"Director(s)"
the director(s) of the Company;

"Eligible Participant"
any person who is eligible to receive an Award under the 2025 Share Award Plan;

"Employee Participant"
any director and employee (whether full time or part time) of the Company or any of its subsidiaries (including persons who are granted Awards under the 2025 Share Award Plan as an inducement to enter into employment contracts with these companies);

"Excluded Participant"
any person who is resident in a place where an Award is not permitted under the laws and regulations of such place or where in the view of the Board or (where applicable) the Trustee compliance with applicable laws and regulations in such place make it necessary or expedient to exclude such person;

"Existing Share Award Plan"
the existing share award plan adopted by the Company on 30 March 2020 and amended on 16 May 2023;

"Final Dividend"
the final dividend of HK3.70 cents per Share for the year ended 31 December 2024 payable to the Shareholders whose names appear on the register of members of the Company at the close of business on Thursday, 29 May 2025;

"Final Special Dividend"
the final special dividend of HK3.30 cents per Share for the year ended 31 December 2024 payable to the Shareholders whose names appear on the register of members of the Company at the close of business on Thursday, 29 May 2025;

"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;

"Independent Third Party(ies)"
third party(ies) independent of the Company and its connected persons;

"Issuance and Resale Mandate"
a general and unconditional mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares (including the sale or transfer of Treasury Shares out of treasury) not exceeding 20% of the total number of issued Shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the AGM;

DEFINITIONS

"Latest Practicable Date"
9 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange;

"Nomination Committee"
the nomination committee of the Board;

"Related Entity(ies)"
any associated companies of the Company;

"Related Entity Participant"
any director or employee of a Related Entity;

"Remuneration Committee"
the remuneration committee of the Board;

"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the AGM;

"Retiring Directors"
Mr. Lau Kam Yiu, Mr. Chan Wai Bun and Ms. Low Wei Mun;

"PRC"
the People's Republic of China;

"Scheme Mandate Limit"
the limit on the total number of Shares which may be allotted and issued in respect of all options and awards to be granted under all share scheme(s) of the Company (as refreshed by the Shareholders from time to time), being 74,474,200 Shares as at the Latest Practicable Date;

"Selected Participant(s)"
any Eligible Participant(s) who has been granted any Award pursuant to the 2025 Share Award Plan;

"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time;

"Share(s)"
ordinary shares in the share capital of the Company with a par value of HK$0.001;

"Shareholder(s)"
holder(s) of Shares;

"Share Option Scheme"
the share option scheme adopted by the Shareholders at the annual general meeting of the Company held on 16 May 2023;

"share scheme(s)"
has the meaning prescribed to it under the Listing Rules;

DEFINITIONS

"Stock Exchange"
The Stock Exchange of Hong Kong Limited;

"substantial shareholder(s)"
has the meaning prescribed to it under the Listing Rules;

"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission, as amended from time to time;

"Treasury Shares"
Shares repurchased and held by the Company in treasury (if any), as authorised by the laws and regulations of the Cayman Islands and the Articles of Association, or has the meaning as may be amended from time to time in accordance with the Listing Rules;

"Trustee"
the trustee as may be appointed by the Company from time to time for the administration of the 2025 Share Award Plan; and

"%
per cent

LETTER FROM THE BOARD

ACTIVATION GROUP

艾德韦宣

Activation Group Holdings Limited

艾德韋宣集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9919)

Executive Directors:

Mr. Lau Kam Yiu

(Joint-chairman & Chief Executive Officer)

Mr. Ng Bo Sing

(Joint-chairman & Chief Financial Officer)

Mr. Chan Wai Bun (Co-Chief Operating Officer)

Ms. Low Wei Mun (Co-Chief Operating Officer)

Independent Non-executive Directors:

Ms. Cheung Siu Wan

Mr. Yu Longjun

Dr. Cheung Wah Keung

Registered Office:

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Principal Place of Business in

Hong Kong:

11/F, Gold Union Commercial Building

No. 70-72 Connaught Road West

Hong Kong

17 April 2025

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED DECLARATION OF FINAL DIVIDEND

AND FINAL SPECIAL DIVIDEND;

(2) PROPOSED GRANT OF GENERAL MANDATES TO

REPURCHASE SHARES AND

TO ISSUE NEW SHARES AND SELL OR TRANSFER TREASURY SHARES;

(3) RE-ELECTION OF DIRECTORS;

(4) RE-APPOINTMENT OF AUDITORS;

(5) PROPOSED ADOPTION OF THE 2025 SHARE AWARD PLAN AND

TERMINATION OF THE EXISTING SHARE AWARD PLAN;

AND

(6) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM.

LETTER FROM THE BOARD

2. PROPOSED DECLARATION OF FINAL DIVIDEND AND FINAL SPECIAL DIVIDEND

As disclosed in the announcement of the Company dated 12 March 2025 regarding the annual results of the Group for the year ended 31 December 2024, the Board recommended the payment of a Final Dividend of HK3.70 cents per Share and a Final Special Dividend of HK3.30 cents per Share for the year ended 31 December 2024 to the Shareholders, subject to the approval of the Shareholders at the AGM.

It is expected that the proposed Final Dividend and Final Special Dividend will be paid in cash on or before 18 June 2025 to the qualifying Shareholders whose names appear on the register of members of the Company at close of business on Thursday, 29 May 2025, being the record date for determination of entitlements to the proposed Final Dividend and Final Special Dividend.

3. PROPOSED GRANTING OF THE REPURCHASE MANDATE AND THE ISSUANCE AND RESALE MANDATE

At the annual general meeting of the Company held on 27 May 2024, general mandates were granted to the Directors to exercise all the powers to repurchase Shares and to allot, issue and deal with additional Shares respectively. Such mandates will lapse at the conclusion of the AGM. In order to give the Company the flexibility to repurchase and issue Shares (including the sale or transfer of Treasury Shares out of treasury) if and when appropriate, the following ordinary resolutions will be proposed at the AGM to approve the granting of new general mandates to the Directors:

(a) to repurchase Shares for cancellation or to hold as Treasury Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of such resolution (i.e. a total of 74,474,200 Shares on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM) (the "Repurchase Mandate");

(b) to allot, issue or deal with additional Shares (including the sale or transfer of Treasury Shares out of treasury) not exceeding 20% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of such resolution (i.e. a total of 148,948,400 Shares on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM) (the "Issuance and Resale Mandate"); and

(c) to extend the Issuance and Resale Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

Each of the Repurchase Mandate and the Issuance and Resale Mandate will expire 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 or the Companies Act or any other applicable laws of the Cayman Islands to be held; or (iii) the time when such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting. With reference to the Repurchase Mandate and the Issuance and

LETTER FROM THE BOARD

Resale Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares (including the sale or transfer of Treasury Shares out of treasury) pursuant thereto.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

4. RE-ELECTION OF DIRECTORS

The Board currently consists of seven Directors, namely, Mr. Lau Kam Yiu, Mr. Ng Bo Sing, Mr. Chan Wai Bun, Ms. Low Wei Mun, Ms. Cheung Siu Wan, Mr. Yu Longjun and Dr. Cheung Wah Keung.

In accordance with Article 105(A) of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. Lau Kam Yiu, Mr. Chan Wai Bun and Ms. Low Wei Mun will retire by rotation at the AGM and, being eligible, offer themselves for re-election.

The Nomination Committee had evaluated the performance of each of the Retiring Directors for the year ended 31 December 2024 and found their performance satisfactory. Therefore the Nomination Committee nominated the Retiring Directors to the Board for it to propose to Shareholders for re-election at the AGM.

Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that all the Retiring Directors, namely Mr. Lau Kam Yiu, Mr. Chan Wai Bun and Ms. Low Wei Mun stand for re-election as Directors at the AGM. The biographical details of each of the Retiring Directors to be re-elected at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements under the Listing Rules.

Further information about the Board's composition and diversity as well as the attendance record at the meetings of the Board and/or its committees and the general meeting of the Directors (including the Retiring Directors) are disclosed in the corporate governance report of the annual report of the Company for the year ended 31 December 2024.

5. RE-APPOINTMENT OF THE AUDITORS

The mandate of the current auditors of the Company, Ernst & Young, will expire at the conclusion of the AGM. At the AGM, an ordinary resolution will be put forward for approval of the re-appointment and remuneration of the auditors.

LETTER FROM THE BOARD

The re-appointment and remuneration of the auditors of the Company has been reviewed by the audit committee of the Company which made recommendation to the Board that the re-appointment and remuneration of the auditors be submitted and proposed for Shareholders’ approval at the AGM.

6. ADOPTION OF THE 2025 SHARE AWARD PLAN AND TERMINATION OF THE EXISTING SHARE AWARD PLAN

Termination of the Existing Share Award Plan

The Existing Share Award Plan was adopted by the Company on 30 March 2020 and amended on 16 May 2023. The Existing Share Award Plan is valid for a period of 10 years from the date of its adoption. On 12 March 2025, the Board has resolved to terminate the Existing Share Award Plan in accordance with its terms on the condition that the 2025 Share Award Plan is adopted by Shareholder at the AGM.

As at the Latest Practicable Date, there was no unvested awarded Shares granted under the Existing Share Plan. The Company has no intention to grant further awarded shares under the Existing Share Award Plan during the period from the Latest Practicable Date to the date of the AGM.

Adoption of the 2025 Share Award Plan

On 12 March 2025, the Board has resolved to propose the adoption of the 2025 Share Award Plan. An ordinary resolution will be proposed for the Shareholders to consider, and if thought fit, to approve the adoption of the 2025 Share Award Plan. The 2025 Share Award Plan complies with the latest requirements under Chapter 17 of the Listing Rules.

The 2025 Share Award Plan will take effect upon the passing of ordinary resolution(s) by the Shareholders in the AGM to approve the adoption of the 2025 Share Award Plan and to authorise the Board to grant Awards thereunder and to allot, issue and deal with Shares (including the sale and transfer of Treasury Shares out of treasury) pursuant to the Awards granted under the 2025 Share Award Plan.

A summary of the principal terms of the proposed 2025 Share Award Plan is set out in Appendix III to this circular.

Explanation of the terms of the 2025 Share Award Plan

Eligible Participants

The Eligible Participants of the 2025 Share Award Plan shall include (i) any Employee Participants; and (ii) any Related Entity Participant.

As a marketing services provider, the Board recognizes the importance of the contribution of the Employee Participants (including directors and employees of the Company and its subsidiaries) in achieving success in the Group’s business and operation. By granting Award(s) to selected Employee Participants, it serves as a reward and recognition to the contribution of the Employee Participants,

LETTER FROM THE BOARD

and at the same time, encourages them to continue to work towards enhancing the value of the Company and its Shares for the benefit of the Company and Shareholders as a whole. The grant of Award would also provide attractive remuneration for recruitment of personnel.

On the other hand, the Board (including the independent non-executive Directors) is of the view that, apart from the contributions of employees and directors of the Group, the success of the Group could also come from the efforts and co-operation of other parties, including the Related Entity Participants. Particularly, Related Entities may from time to time refer or introduce business opportunities to the Group and/or enter into collaboration with the Group in the provision of services. Accordingly, the Directors consider that the inclusion of the Related Entity Participants as Eligible Participants of the 2025 Share Award Plan would allow the Board to have more flexibility to incentivise and/or reward any person who has contributed to the growth and development of the Group, regardless of their positions and/or whether they are employed by the Group or any Related Entity.

The eligibility of any of the Eligible Participants to an Award shall be determined by the Board from time to time based on the Board's opinion as to the contribution and/or future contribution of the individual Eligible Participants to the development and growth of the Group. The factors to be considered in the determination of the eligibility of the Eligible Participants would be decided by the Directors on a case-by-case basis taking into account, among other things, the role and position of each Eligible Participant and the circumstances and business needs of the Company at the time of granting the Award. The Directors consider that such arrangement aligns with the purposes of the 2025 Share Award Plan as it would provide flexibility to the Company in rewarding and/or incentivizing the Eligible Participants.

Purchase price of Awards

No consideration shall be payable by any Selected Participant on acceptance of an Award under the 2025 Share Award Plan. The Directors consider that such arrangement align with the purpose of the 2025 Share Award Plan where the Awards are intended to be granted to the Eligible Participants to reward their contributions to the Group.

Source of Awarded Shares

The Board may in its absolute discretion determine that any Awards granted under the 2025 Share Award Plan shall be satisfied by any of the following methods:

(a) by the Company allotting and issuing the relevant number of new Shares fully paid or credited as fully paid, and/or transferring or procuring the transfer of the relevant number of Treasury Shares, to the Selected Participant directly; and/or

(b) by instructing and procuring the Trustee to transfer the relevant number of Shares then held by the Trustee for the purpose of the 2025 Share Award Plan.

LETTER FROM THE BOARD

Trustee

The Company may appoint a Trustee for the administration of the 2025 Share Award Plan, and may from time to time instruct the Trustee to set aside from a pool of issued Shares then held by the Trustee all or any of the Awarded Shares pending the transfer thereof to the relevant Selected Participants pursuant to the vesting of Awards.

The Trustee will be an Independent Third Party and none of the Directors will be the Trustee of the 2025 Share Award Plan or will have any direct or indirect interest in the Trustee.

Vesting period

Under the 2025 Share Award Plan, the vesting period of the Awards shall be not less than 12 months, subject to a shorter vesting period at the discretion of the Board (or the Remuneration Committee) under, amongst others, the following specified circumstances:

(a) grants of Awards to Employee Participants who newly joined the Group to replace the share awards they forfeited when leaving the previous employers;

(b) grants of Awards with performance-based vesting conditions provided in the 2025 Share Award Plan, in lieu of time-based vesting criteria; and

(c) grants of Awards that are made in batches during a year for administrative or compliance reasons, which may include Awards that should have been granted earlier but had to wait for a subsequent batch, in such cases, the Vesting Date may be adjusted to take account of the time from which the Awards would have been granted if not for such administrative or compliance requirements.

It is considered that by having the flexibility of having a shorter vesting period, the Group will be in a better position to attract and retain such Eligible Participants to continue serving the Group whilst at the same time providing them with further incentive in achieving the goals of the Group, and thereby, to achieve the purpose of the 2025 Share Award Plan. For the avoidance of doubts, there is no fixed vesting period which is applicable to all the grants under the 2025 Share Award Plan.

Performance targets

The rules of the 2025 Share Award Plan will give the Directors (or the Remuneration Committee) the discretion (but not obligation) to impose performance targets against the attainment of which the Awards granted to the Eligible Participant concerned may be vested either in whole or in part. Performance targets may include pre-agreed targets relating to the business, financials and operations of the Group, as well as that for the Eligible Participants based on individual performance indicators relevant to their roles and responsibilities. For examples, performance targets may be set in terms of sales, revenue or net profit generated by the business units managed by the Selected Participant, level of attainment in the annual appraisal of the Selected Participant or such other parameters or matters relevant to the roles and responsibilities of the relevant Selected Participant. The Directors, the Remuneration Committee and/or the relevant department head(s) will conduct assessment at the end

10 -

LETTER FROM THE BOARD

of the prescribed period by comparing the performance of the business segments and/or the individual performance of the Eligible Participants with the pre-agreed targets to determine whether the targets and the extents to which have been met.

The Directors consider that the provision of the flexibility to include performance targets to particular grant of Awards would allow the Group to better incentivize and/or reward the Eligible Participants according to the particular circumstances of each grant. As one of the purposes of the 2025 Share Award Plan is to provide incentives to the Selected Participants for their continual contributions to the Group, establishing performance targets that are linked to the achievement of Awards would provide the relevant Selected Participants a clear target to work towards, which can only be determined on a case-by-case basis depending on the roles and responsibility of each Selected Participant and/or the business strategy of the Group at the time of the grant.

Clawback mechanism

Upon the occurrence of certain events in relation to a Selected Participant (including but not limited to serious misconduct), Awards granted to such Selected Participant shall be clawed back. Any Awards granted but unvested shall lapse accordingly on the date as determined by the Board. If any Awards that is subject to clawback has been vested, the Eligible Participant shall return, either the (i) the equivalent number of Awarded Shares that are subject to clawback; or (ii) an amount in cash equal to the market value of such Awarded Shares as determined by the Board in its sole and absolute discretion. For details of the clawback mechanism of the 2025 Share Award Plan, please refer to the paragraph headed "12. Clawback" in the Appendix III to this circular.

The Board is of the view that such clawback mechanism ensures that persons who act in violation of the interests of, or are no longer beneficial to, the development of the Company would not be entitled to any Awarded Shares, and is therefore in line with the purpose of the 2025 Share Award Plan.

Scheme Mandate Limit

As at the Latest Practicable Date, 74,474,200 Shares (representing 10% of the total number of Shares in issue as at the Latest Practicable Date) are available for future grant under the Scheme Mandate Limit.

As at the Latest Practicable Date, (i) save for the Existing Share Award Plan and the Share Option Scheme, the Company had no other subsisting share schemes under which the Company may grant any options or awards in the form of new Shares (including the sale or transfer of Treasury Shares out of treasury); (ii) the Company has no present intention to grant any Awards to any Eligible Participants who are connected persons or Independent Third Parties which, upon the adoption of the 2025 Share Award Plan, would be subject to the approval by the Shareholders.

General

No Director has a material interest in, or is required to abstain from voting for, the resolutions to approve the adoption of the 2025 Share Award Plan.

LETTER FROM THE BOARD

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, no Shareholder has any material interest in the proposed adoption of the 2025 Share Award Plan. As such, none of the Shareholders is required to abstain from voting for such resolutions at the AGM pursuant to the Listing Rules and/or the Articles of Association.

Under the 2025 Share Award Plan, references to new Shares or new securities include Treasury Shares, and references to the issue of Shares or securities include the transfer of Treasury Shares.

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages N-1 to N-5 of this circular. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. Pursuant to the Articles of Association, for the purpose of holding the AGM, the register of members of the Company will be closed from Saturday, 10 May 2025 to Thursday, 15 May 2025 (both days inclusive), during which no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company should ensure that all transfers of shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Friday, 9 May 2025. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules. For the avoidance of doubt, holders of Treasury Shares (if any) have no voting rights at the Company's general meeting(s).

8. DOCUMENT ON DISPLAY

A copy of the 2025 Share Award Plan will be published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.activation-gp.com) for display for a period of not less than 14 days before the date of the AGM (including the date of the AGM) and will be made available for inspection at the AGM.

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

10. RECOMMENDATION

The Directors consider that the proposed declaration of Final Dividend and Final Special Dividend, the re-election of the Retiring Directors, the granting of the Repurchase Mandate, the granting and extension of the Issuance and Resale Mandate, the re-appointment and remuneration of the auditors,

LETTER FROM THE BOARD

and the adoption of the 2025 Share Award Plan, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

11. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

By order of the Board

Activation Group Holdings Limited

LAU Kam Yiu NG Bo Sing

Joint-chairmen

13 -

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 744,742,000 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the AGM, i.e. being 744,742,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate stays in force, a total of 74,474,200 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.

REASONS FOR REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

Shares repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

FUNDING OF REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with the Company's memorandum of association, the Articles of Association, the Companies Act and/or any other applicable laws of the Cayman Islands, as the case may be.

The Company is empowered by the Articles of Association to repurchase Shares. The laws of the Cayman Islands provide that share repurchase may be made (to the extent of the par value of such shares) out of profits or the proceeds of a fresh issue of shares made for such purpose or, out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the share repurchase is authorised by the Articles of Association. Any premium payable on share repurchase may be made out of profits, the Company's share premium account or out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the share repurchase is authorised by the Articles of Association.

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. IMPACT OF REPURCHASE

Taking into account the current working capital position of the Company, the Directors consider that there might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2024) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

| | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 1.31 | 1.23 |
| May | 1.33 | 1.17 |
| June | 1.19 | 1.10 |
| July | 1.15 | 1.01 |
| August | 1.09 | 0.99 |
| September | 1.09 | 0.92 |
| October | 1.18 | 0.93 |
| November | 0.99 | 0.74 |
| December | 0.91 | 0.82 |
| 2025 | | |
| January | 0.88 | 0.82 |
| February | 0.89 | 0.82 |
| March | 0.93 | 0.85 |
| April (up to the Latest Practicable Date) | 0.93 | 0.78 |

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors or any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Company has not been notified by any core connected persons (as defined in the Listing Rules) 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 granting of the Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the regulations set out in the Company's memorandum of association and the Articles of Association.

The Company may cancel such repurchased Shares or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.

For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will take appropriate measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares. In particular, the Company will (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.

7. 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 of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

To the best knowledge of the Directors, as at the Latest Practicable Date, Mr. Ng Bo Sing and Mr. Lau Kam Yiu, each an executive Director and a substantial shareholder (as defined in the Listing Rules), were interested in 128,073,736 Shares and 172,326,810 Shares, respectively, representing approximately $17.20\%$ and $23.14\%$ of the total issued share capital of the Company respectively. In the event that the Directors exercise the proposed Repurchase Mandate in full, the shareholding of Mr. Ng Bo Sing and Mr. Lau Kam Yiu would be increased to approximately $19.11\%$ and $25.71\%$ of the issued share capital of the Company, respectively, based upon their shareholdings as at the Latest Practicable Date.

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage of 25% as required under the Listing Rules.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the preceding six months up to and including the Latest Practicable Date, the Company has not repurchased any Shares (whether on the Stock Exchange or otherwise).

Neither this explanatory statement nor the Repurchase Mandate has any unusual features.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following set out the details of the Directors who will retire and, being eligible, will offer themselves for re-election at the AGM pursuant to the Article 105(A) of the Articles of Association.

Save as disclosed herein, to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, the following Directors do not (1) hold any other position in the Company or other members of the Group; (2) hold any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (3) have any relationships with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; (4) have any interests in shares and underlying shares of the Company and any associated corporation of the Company (within the meaning of Part XV of the SFO); or (5) have 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)(v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

EXECUTIVE DIRECTORS

Mr. Lau Kam Yiu (劉錦耀), aged 49, is the joint-chairman of the Board and the chief executive officer of the Group who is responsible for the overall strategic development, and leading the business development of the Group. He is an executive Director since 2019. He joined the Group in 2014 as the managing director of Activation Group. Mr. Lau is one of the Controlling Shareholders and a director of certain subsidiaries of the Group. Mr. Lau obtained a bachelor's degree of business administration from the Chinese University of Hong Kong in 1998. He also obtained a master's degree of technology management in information technology from the Hong Kong University of Science and Technology in 2002. He completed the Global CEO Program for China jointly from China Europe International Business School, IESE Business School and Harvard Business School in 2015. Mr. Lau was recognised as a talent in "The 1000 Talents Plan of Shanghai" (上海千人計劃) in 2018. Mr. Lau was also recognised as "Top 10 Leader of Changning District" by the Shanghai Changning District Committee of Shanghai Changning District local government (上海長寧區十大領軍人才) in 2017. Mr. Lau has more than 26 years of experience in the marketing industry.

As at the Latest Practicable Date, Mr. Lau is interested in 172,326,810 Shares. Save as disclosed herein, Mr. Lau does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Lau has entered into a service contract with the Company to act as an executive Director for an initial term of three years with effect from 19 December 2019 and renewable thereafter for successive terms of one year until terminated by not less than three months' notice in writing served by either party on the other at any time.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Chan Wai Bun (陳偉彬), aged 53, is an executive Director since 2019, the co-chief operating officer, and a vice president of the Group who is responsible for the overall operation of experiential marketing business of the Group. He joined the Group in 2014 as the general manager of Activation Events. Mr. Chan obtained a bachelor's degree of social sciences from Lingnan College (currently known as Lingnan University) in 1994. He further obtained a bachelor's degree in laws from Tsinghua University (long distance learning course) in 2010. He has more than 28 years of experience in the marketing industry. Prior to joining the Group, Mr. Chan was the senior account director of Saatchi & Saatchi Great Wall Advertising Co., Ltd. Guangzhou Branch, which principally engages in provision of advertising and marketing services, from 2001 to 2007; and the associate account director of Asatsu-DK Hong Kong Limited, which principally engages in provision of advertising and marketing services, from 1996 to 2000.

As at the Latest Practicable Date, Mr. Chan is interested in 60,810,915 Shares Save as disclosed herein, Mr. Chan does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Chan has entered into a service contract with the Company to act as an executive Director for an initial term of three years with effect from 19 December 2019 and renewed and extended thereafter for successive terms of one year until terminated by not less than three months' notice in writing served by either party on the other at any time.

Ms. Low Wei Mun (劉慧文), aged 61, is an executive Director since 2019, the co-chief operating officer, a vice president of the Group, and a general manager of Activation Events who is responsible for the overall operation of experiential marketing business of the Group. She has more than 23 years of experience in the marketing industry. She joined the Group in 2014 as the general manager of Activation Events. Ms. Low accumulated experiences in marketing through working in marketing companies in Hong Kong and Beijing from 1999 to 2009. She also gained experiences in client management in a media and a retail company from 1993 to 1999.

As at the Latest Practicable Date, Ms. Low is interested in 62,155,238 Shares. Save as disclosed herein, Ms. Low does not have any interest in the Shares within the meaning of Part XV of the SFO.

Ms. Low has entered into a service contract with the Company to act as an executive Director for an initial term of three years with effect from 19 December 2019 and renewed and extended thereafter for successive terms of one year until terminated by not less than three months' notice in writing served by either party on the other at any time.

DIRECTORS' REMUNERATION

The total amount of the Directors' remuneration for the year ended 31 December 2024, received by each of the Retiring Directors are set out in the financial statements of the Company's 2024 annual report. The remuneration is determined by the Company with reference to duties and level of responsibilities of each Director, the remuneration policy of the Company and the prevailing market conditions.

APPENDIX III

SUMMARY OF THE RULES OF THE 2025 SHARE AWARD PLAN

The following is a summary of the principal rules of the 2025 Share Award Plan but does not form part of, nor was it intended to be, part of the 2025 Share Award Plan nor should it be taken as effecting the interpretation of the 2025 Share Award Plan.

Purposes of the 2025 Share Award Plan

The purposes of the 2025 Share Award Plan are, through an Award of Shares, to (a) recognise and reward the contribution of certain Eligible Participants to the growth and development of the Group and to give incentives thereto in order to retain them for continual operation and development of the Group; and (b) attract suitable personnel for further development of the Group.

Eligible Participants and basis of determining the eligibility

The Board may, subject to and in accordance with the rules of the 2025 Share Award Plan, at any time during the term of the 2025 Share Award Plan grant an Award to any person belonging to any of the following Eligible Participant (excluding any Excluded Participant) for such number of Shares as the Board shall determine:

(a) any Employee Participant; and
(b) any Related Entity Participant.

The eligibility of any of the Eligible Participants to an Award shall be determined by the Board from time to time on the basis of the Board's opinion as to his contribution and/or future contribution to the development and growth of the Group. The factors to be considered in the determination of the eligibility of the Eligible Participants would be decided by the Directors on a case-by-case basis taking into account, among other things, the role and position of each Eligible Participants and the circumstances and business needs of the Company at the time of granting the Award.

Maximum number of Shares available for issue

(a) The maximum number of Shares which may be allotted and issued in respect of all Awards to be granted under the 2025 Share Award Plan and all options and awards to be granted under any other share scheme(s) of the Company shall not exceed the Scheme Mandate Limit. Unless expressly approved by the Shareholders in general meeting and expressly allowed by the Stock Exchange, no option or awards may be granted under the 2025 Share Award Plan or any other share scheme(s) of the Company, if the grant of such option or award will result in the Scheme Mandate Limit being exceeded.

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APPENDIX III

SUMMARY OF THE RULES OF THE 2025 SHARE AWARD PLAN

(b) Subject to paragraph 3(a) and without prejudice to paragraph 3(c), the Company may seek approval of the Shareholders in general meeting to refresh the Scheme Mandate Limit under the 2025 Share Award Plan, provided that:

(i) the total number of Shares which may be allotted and issued in respect of all Awards to be granted under the 2025 Share Award Plan and all options and awards to be granted under any other share scheme(s) must not exceed ten (10) per cent. of the Shares in issue (excluding Treasury Shares, if any) as at the date of approval of the refreshed limit (the “Refreshed Limit”), and for the purpose of calculating the Refreshed Limit, Awards lapsed in accordance with the terms of the 2025 Share Award Plan and options and awards lapsed in accordance with the terms of any other share scheme(s) will not be regarded as utilised;

(ii) where the refreshment of the Scheme Mandate Limit is sought within three years from the date of the Shareholders’ approval for the last refreshment, the refreshment shall be subject to the followings:

(A) at the general meeting for considering and approving the proposed resolution of such refreshment, any controlling Shareholders and their associates (or if there is no controlling Shareholder, directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates) shall abstain from voting in favour of the relevant resolution; and

(B) the Company shall comply with the requirements under Rules 13.39(6) and (7), 13.40, 13.41 and 13.42 of the Listing Rules (or the successor provisions then prevailing),

provided that the requirements under this paragraph 3(b)(ii) do not apply if the refreshment is made immediately after an issue of securities by the Company to its Shareholders on a pro rata basis as set out in Rule 13.36(2)(a) of the Listing Rules such that the unused part of the Scheme Mandate Limit (as a percentage of the relevant class of Shares in issue) upon refreshment is the same as the unused part of the Scheme Mandate Limit immediately before the issue of securities, rounded to the nearest whole Share; and

(c) Subject to paragraph 3(a) and without prejudice to paragraph 3(b), the Company may seek separate Shareholders’ approval in general meeting for granting Awards under the 2025 Share Award Plan beyond the Scheme Mandate Limit or, if applicable, the Refreshed Limit to Selected Participants specifically identified by the Company before such approval is sought. The number and terms of Awards to be granted to such Selected Participant must be fixed before the Shareholders’ approval is sought.

APPENDIX III

SUMMARY OF THE RULES OF THE 2025 SHARE AWARD PLAN

4. Maximum entitlement of each participant

Subject to paragraph 5, where any grant of Awards to a Selected Participant under the 2025 Share Award Plan would result in Shares issued and to be issued in respect of all options or awards granted to such person (excluding any options and awards lapsed in accordance with the terms of the 2025 Share Award Plan or any other share scheme(s) of the Company) in the 12-month period up to and including the date of such grant representing in aggregate over one (1) per cent. of the issued share capital of the Company (excluding Treasury Shares, if any) as at the date of such grant (being the maximum entitlement of each Eligible Participant under the 2025 Share Award Plan) (“1% Individual Limit”), such grant of Awards must be separately approved by the Shareholders in general meeting with such Selected Participant and his close associates (or his associates if the Selected Participant is a connected person of the Company) abstaining from voting. The number and terms of Awards to be granted to such Selected Participant must be fixed before the Shareholders’ approval is sought.

5. Grant of Awards to connected persons

(a) Any Award to a Director, chief executive or substantial Shareholder, or any of their respective associates, must be approved by the independent non-executive Directors (excluding any independent non-executive Director who or whose associate is the proposed grantee of an Award).

(b) Where any grant of Awards under the 2025 Share Award Plan to a Director (other than an independent non-executive Director) or chief executive of the Company, or any of their respective associates would result in the Shares issued and to be issued in respect of all Awards granted under the 2025 Share Award Plan and all options and awards granted under other share scheme(s) of the Company (excluding any options and awards lapsed in accordance with the terms of the 2025 Share Award Plan or any other share scheme(s) of the Company) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1 per cent. of the issued share capital of the Company (excluding Treasury Shares, if any) as at the date of such grant, such grant of Awards must be approved by the Shareholders in general meeting (with such Selected Participant, his/her associates and all core connected persons of the Company abstaining from voting in favour at such general meeting). In such connection, the Company shall send a circular to the Shareholders (containing information required in Rule 17.04(5) of the Listing Rules) and shall comply with the requirements under Rules 13.40, 13.41 and 13.42 of the Listing Rules (or the successor provisions then prevailing).

(c) Where any grant of Awards under the 2025 Share Award Plan and options and awards to be granted under any other share scheme(s) of the Company to an independent non-executive Director or a substantial Shareholder, or any of their respective associates, would result in the Shares issued and to be issued in respect of all Awards granted under the 2025 Share Award Plan and all options and awards granted under any other share scheme(s) of the Company (excluding any options and awards lapsed in accordance with the terms of the 2025 Share Award Plan or any other share scheme(s) of the Company) to such person in the 12-month

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APPENDIX III

SUMMARY OF THE RULES OF THE 2025 SHARE AWARD PLAN

period up to and including the date of such grant representing in aggregate over 0.1 per cent. of the issued share capital of the Company (excluding Treasury Shares, if any) as at the date of such grant, such grant of Awards must be approved by Shareholders in general meeting (with such Selected Participant, his/her associates and all core connected persons of the Company abstaining from voting in favour at such general meeting). In such connection, the Company shall send a circular to the Shareholders (containing information required in Rule 17.04(5) of the Listing Rules) and shall comply with the requirements under Rules 13.40, 13.41 and 13.42 of the Listing Rules (or the successor provisions then prevailing).

(d) Any change in the terms of Awards granted to any Selected Participant who is a Director, chief executive or substantial Shareholder of the Company, or any of their respective associates, must be approved by the Shareholders in general meeting in the manner as set out in paragraphs 5(b) and 5(c), if the initial grant of the Awards requires such approval (except where the changes take effect automatically under the existing terms of the 2025 Share Award Plan).

(e) The requirements for the grant of Awards to a Director or chief executive of the Company set out in paragraphs 5(a) to 5(d) do not apply where the Selected Participant is only a proposed Director or a proposed chief executive of the Company.

6. Vesting period

(a) Subject to paragraph 6(b), the vesting period in respect of any Award shall be determined by the Directors, or the Remuneration Committee (as the case may be), in its discretion, with reference to, among other things, the position and role of the Eligible Participant and the purpose of the relevant grant.

(b) The vesting period in respect of any Award granted to any Selected Participant shall not be shorter than 12 months. Awards granted to the Employee Participants may be subject to a shorter vesting period under special circumstances where the Directors (or the Remuneration Committee) consider that a shorter vesting period is appropriate to align with the purpose of the 2025 Share Award Plan, including only where:

(i) grants of Award to Selected Participants who newly joined the Group to replace the share awards they forfeited when leaving the previous employers;

(ii) grants of Award with performance-based vesting conditions provided in the 2025 Share Award Plan, in lieu of time-based vesting criteria;

(iii) grants of Awards that are made in batches during a year for administrative or compliance reasons, which may include Award that should have been granted earlier but had to wait for a subsequent batch, in such cases, the vesting date may be adjusted to take account of the time from which the Awards would have been granted if not for such administrative or compliance requirements; and

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APPENDIX III

SUMMARY OF THE RULES OF THE 2025 SHARE AWARD PLAN

(iv) in the event of the death of a Selected Participants, the Award granted to such Selected Participant in respect of all the Awarded Shares shall be deemed to be vested in the Selected Participant on the day immediately prior to his death unless the Board otherwise determines.

7. Performance target

(a) Subject to the terms and conditions of the 2025 Share Award Plan, the Directors (or the Remuneration Committee) may establish performance targets against the attainment of which the Awards granted to the Selected Participant concerned. The Directors (or, as the case may be, the Remuneration Committee) shall have the authority, after the grant of any Award which is performance linked, to make fair and reasonable adjustments to the prescribed performance targets during the vesting period if there is a change in circumstances, provided that any such adjustments shall be less onerous than the prescribed performance targets and are considered fair and reasonable by the Directors (or, as the case may be, the Remuneration Committee).

(b) Performance targets under paragraph 7(a) may include targets relating to the business, financials and operations of the Group, as well as that for the Eligible Participants based on individual performance indicators relevant to their roles and responsibilities. The Directors, the Remuneration Committee and/or the relevant department head(s) will conduct assessment at the end of the performance period by comparing the performance of the business segments and the individual performance of the Eligible Participants with the pre-agreed targets to determine whether the targets and the extents to which have been met.

8. Amount payable on acceptance of Award

No consideration shall be payable by any Selected Participant on acceptance of an Award under the 2025 Share Award Plan.

9. Shareholders' rights of Selected Participants

(a) All Awards shall be personal to the Selected Participants and shall not be transferable or assignable and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any security or adverse interest whatsoever in favour of any third party over or in relation to an Award or enter or purport to enter into any agreement to do so.

(b) A Selected Participant shall not be entitled to vote, to receive dividends or other distributions, or to have any other rights of a Shareholder in respect of the Shares in respect of the Award until the Award has been vested and Shares are allotted, issued and/or transferred to the relevant Selected Participant pursuant to the 2025 Share Award Plan.

(c) The Awarded Shares to be allotted, issued and/or transferred to a Selected Participant after the vesting of the Award in the Selected Participant shall be subject to all the provisions of the Articles of Association for the time being in force and shall rank pari passu in all respects

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APPENDIX III

SUMMARY OF THE RULES OF THE 2025 SHARE AWARD PLAN

with, and shall have the same voting, dividend, transfer and other rights, including those arising on liquidation of the Company, as existing fully paid Shares in issue on the date on which the Awarded Shares are allotted and issued or transferred (as the case may be) to the Selected Participant after the vesting of the Award and, without prejudice to the generality of the foregoing, shall entitle the holders of such Awarded Shares to participate in all dividends and other distributions paid or made on or after the date on which the Awarded Shares are so allotted and issued or transferred (as the case may be).

10. Life of the 2025 Share Award Plan

The 2025 Share Award Plan shall be valid and effective for a period of ten years commencing on the Adoption Date.

11. Lapse of Awards

If, on or before the vesting date,

(a) any Selected Participant who is an Employee Participant ceases to be an Employee Participant by virtue of a corporate reorganisation of the Group or any Related Entity;

(b) a Selected Participant ceases to be an Employee Participant other than for reasons of death or retirement;

(c) the subsidiary or a Related Entity of the Company by which Selected Participant is employed or, in respect of a deceased or retired Selected Participant, was employed immediately prior to his death or retirement, ceases to be a subsidiary of the Company or a Related Entity;

(d) any Selected Participant (other than an Employee Participant) could no longer make any contribution to the growth and development of any member of the Group or the Related Entity by reason of the cessation of its relationship with the Group or its Related Entity or by any other reasons whatsoever;

(e) an order for the winding-up of the Company is made or a resolution is passed for the voluntary winding-up of the Company (otherwise than for the purposes of, and followed by, an amalgamation or reconstruction in such circumstances that substantially the whole of the undertaking, assets and liabilities of the Company pass to a successor company);

(f) a Selected Participant is found to be an Excluded Participant;

(g) a Selected Participant fails to return duly executed transfer documents prescribed by the Company (or such later date as may be determined by the Board at its sole and absolute discretion having to all relevant circumstances) for the relevant Awarded Shares within the stipulated period; or

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APPENDIX III

SUMMARY OF THE RULES OF THE 2025 SHARE AWARD PLAN

(h) the clawback mechanism as described in paragraph 12 is triggered with respect to a Selected Participant,

any Award granted to such Selected Participant shall automatically lapse forthwith. Such Selected Participant shall have no right or claim against the Company, any other member of the Group, the Board or with respect to those or any other Ordinary Shares or any right thereto or interest therein in any way.

12. Clawback

(a) Upon the occurrence of any of the following events (as determined by the Board at its absolute discretion) in relation to a Selected Participant, no further Award shall be granted to such Selected Participant and the Awards already granted to such Selected Participant, whether vested or unvested, shall be clawed back:

(i) in respect of an Employee Participant, where such person:-

(A) has committed any act of fraud or dishonesty or serious misconduct, whether or not in connection with his employment with any member of the Group and whether or not it has resulted in his employment or engagement being terminated by the relevant member of the Group;

(B) has been declared or adjudged to be bankrupt by a competent court or governmental body or has failed to pay his debts as they fall due (after the expiry of any applicable grace period) or has entered into any arrangement or composition with his creditors generally or an administrator has taken possession of any of his assets;

(D) has been convicted of or is being held liable for any offence under or any breach of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) or other securities laws or regulations in Hong Kong or any other applicable laws or regulation in force from time to time;

(ii) in respect of a Related Entity Participant, where:-

(A) the Selected Participant or his associate has committed any breach of any contract entered into between the Selected Participant or his associate on one part and any member of the Group or any Related Entity on the other part as the Board may in its absolute discretion determine; or

(B) the Selected Participant has committed any act of bankruptcy or has become insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his creditors generally.

APPENDIX III

SUMMARY OF THE RULES OF THE 2025 SHARE AWARD PLAN

(b) Where an Award (or any part thereof) granted to a Selected Participant is unvested at the time when such Award is clawed back pursuant to this paragraph 12, such Award (or any part thereof) subject to clawback shall automatically lapse on the date as determined by the Board and the relevant Shares will not vest on the relevant vesting date and the relevant Shares will not be counted as utilized for the purpose of the Scheme Mandate Limit.

(c) Where an Award (or any part thereof) granted to a Selected Participant has already been vested at the time when such Award is clawed back pursuant to this paragraph 12, the Selected Participant shall return either the (i) the equivalent number of Awarded Shares that are subject to clawback; or (ii) an amount in cash equal to the market value of such Awarded Shares as determined by the Board in its sole and absolute discretion, and the relevant Shares will be regarded as utilised for the purpose of the Scheme Mandate Limit.

13. Adjustment Events

In the event the Company undertakes a capitalisation issue, rights issue, subdivision or consolidation of the Shares, or reduction of the share capital of the Company (each an "Adjustment Event"), a Selected Participant shall be entitled to the same proportion of those Awarded Shares (rounded to the nearest whole Share) as that to which such Selected Participant was immediately entitled prior to such Adjustment Event, provided that:

(a) no such adjustments may be made to the extent that a Share would be issued at less than its nominal value; and

(b) in respect of any Adjustment Event other than an adjustment made on a capitalisation issue, the auditors or an independent financial adviser of the Company must confirm to the Directors in writing that the such adjustment(s) satisfies the requirements of the relevant provisions of the Listing Rules.

14. Cancellation of Awards

(a) Subject to paragraph 14(b), any unvested Award granted may not be cancelled except with the prior written consent of the relevant Selected Participant of the Award and the approval of the Directors.

(b) Notwithstanding the provision in paragraph 14(a), the Company shall be entitled to cancel any Awards granted but not vested in the event that a Selected Participant has transferred or assigned any Award granted to him/her or has sold, transferred, charged, mortgaged, encumbered or otherwise disposed of or created any security or adverse interest whatsoever in favour of any third party over or in relation to an Award or entered or purported to enter into any agreement to do so.

APPENDIX III

SUMMARY OF THE RULES OF THE 2025 SHARE AWARD PLAN

(c) Where the Company cancels any unvested Award and grants new Award(s) to the same Selected Participant, the grant of such new Award(s) may only be made with available Scheme Mandate Limit. The Awards cancelled shall be regarded as utilised for the purpose of calculating the Scheme Mandate Limit.

(d) Notwithstanding the above, vested Award(s) may be subject to the clawback mechanism as described in paragraphs 12(a) and 12(c) above.

15. Termination of the 2025 Share Award Plan

The Board may at any time resolve to early terminate the 2025 Share Award Plan before the end of its life, provided that such termination shall not affect any subsisting rights of any Selected Participant hereunder. Upon termination of the 2025 Share Award Plan, no further offer of Awards may be made and no offer of Awards shall be open for acceptance, but the rules of the 2025 Share Award Plan shall remain in full force and effect to the extent necessary to give effect to any Awards which are granted and remain unvested prior to the termination of the operation of the 2025 Share Award Plan.

16. Alteration of the terms of the 2025 Share Award Plan

(a) Subject to paragraphs 16(b), the terms of the 2025 Share Award Plan may be altered in any respect by a resolution of the Directors, except that any alterations to the terms and conditions of the 2025 Share Award Plan which are:

(i) of a material nature;

(ii) relating to the authority of the Directors or the administrators to alter the terms of the 2025 Share Award Plan; or

(iii) relating to the matters governed by Rule 17.03 of the Listing Rules to the advantage of the Eligible Participants;

shall not be altered except with the sanction of a resolution of the Shareholders in general meeting, provided that no such alteration shall operate to affect adversely the terms of any Award granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the Selected Participants as would be required of the holders of the Shares under the Articles for the time being of the Company for a variation of the rights attached to the Shares.

(b) Any change to the terms of any Award granted to a Selected Participant must be approved by the Directors, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders in general meeting (as the case may be) if the initial grant of the Awards was approved by the Directors, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders in general meeting (as the case may be), in accordance with the terms of the 2025 Share Award Plan and Chapter 17 of the Listing Rules.

NOTICE OF ANNUAL GENERAL MEETING

ACTIVATION GROUP

艾德韦宣

Activation Group Holdings Limited

艾德韋宣集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9919)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Activation Group Holdings Limited (the “Company”) will be held at 8th Floor, No. 399A Liu Zhou Road, Xu Hui District, Shanghai, PRC on Thursday, 15 May 2025 at 10:00 a.m. to consider and, if thought fit, transact the following ordinary businesses:

to consider and receive the audited consolidated financial statements of the Company and the reports of the directors and of the auditors for the year ended 31 December 2024;
(a) to approve a final dividend of HK3.70 cents per share of the Company (the “Share(s)”) for the year ended 31 December 2024;

(b) to approve a final special dividend of HK3.30 cents per Share for the year ended 31 December 2024;

(a) to re-elect Mr. Lau Kam Yiu as an executive director of the Company;

(b) to re-elect Mr. Chan Wai Bun as an executive director of the Company;

(d) to authorise the board of directors of the Company to fix the directors’ remuneration;

to re-appoint Ernst & Young as auditors of the Company and to approve their remuneration;
“THAT:

(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally granted to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its Shares in accordance with all applicable laws, rules and regulations;

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NOTICE OF ANNUAL GENERAL MEETING

(b) the total number of Shares to be repurchased pursuant to the mandate in paragraph (a) above during the Relevant Period (as defined below) shall not exceed 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of this resolution; and

“Relevant Period” means the period from the passing of this 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 articles of association of the Company or any applicable laws of the Cayman Islands to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”;

“THAT:

(a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally granted to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers;

(b) the mandate in paragraph (a) above shall authorise the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of Shares to be allotted and issued or agreed conditionally or unconditionally to be allotted or issued by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as defined below); or

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NOTICE OF ANNUAL GENERAL MEETING

(ii) the grant or exercise of any option or award under any share scheme of the Company; or
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or
(iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares,

shall not exceed the aggregate of 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of this resolution; and

(d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this 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 articles of association of the Company or any applicable laws of the Cayman Islands to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange).

“THAT conditional upon the passing of the resolutions set out in items 5 and 6 in this notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition thereto the number of Shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of this resolution.”; and
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NOTICE OF ANNUAL GENERAL MEETING

“THAT:

(a) the new share award plan of the Company (the “2025 Share Award Plan”) (a copy of which has been produced to this meeting and marked “A” for identification purpose), as summarized in Appendix III to the circular of the Company dated the same day as this Notice, be and is hereby approved and adopted by the Company; and

(b) the board of directors of the Company be and is hereby authorised to do any and all such acts and things and to enter into, execute and deliver (and affix the Company’s common seal to, if necessary) any and all such transactions, arrangements, deeds, agreements and documents in connection with or for the purposes of the adoption and administration of the 2025 Share Award Plan in accordance with the terms of the 2025 Share Award Plan and the requirement of the Listing Rules.”

Yours faithfully,

By order of the Board

Activation Group Holdings Limited

LAU Kam Yiu NG Bo Sing

Joint-chairmen

Hong Kong, 17 April 2025

Notes:

(1) All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.activation-gp.com) in accordance with the Listing Rules.

(2) Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment should specify the number and class of shares in respect of which each such proxy is so appointed.

(3) In order to be valid, a form of proxy 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 or authority, must be deposited at the Company’s branch share registrar in Hong Kong, 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 the holding of the AGM (i.e. not later than 10:00 a.m. on Tuesday, 13 May 2025). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

NOTICE OF ANNUAL GENERAL MEETING

(4) For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Saturday, 10 May 2025 to Thursday, 15 May 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares of the Company should ensure that all transfers of shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Friday, 9 May 2025.

(5) For determining the entitlement to the proposed final dividend and the final special dividend (subject to approval by the shareholders of the Company at the AGM), the register of members of the Company will be closed from Saturday, 24 May 2025 to Thursday, 29 May 2025 (both days inclusive), during which no transfer of shares of the Company will be registered. In order to be eligible for the proposed final dividend and the final special dividend, unregistered holders of shares of the Company should ensure that all transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Friday, 23 May 2025.

(6) In relation to the ordinary resolutions set out in items 5, 6 and 7 of this notice, the Directors wish to state that they have no immediate plan to repurchase any shares or issue any new shares of the Company.

(7) References to dates and time in this notice are to Hong Kong dates and time.

As at the date of this notice, the Board comprises four executive Directors, namely, Mr. Lau Kam Yiu, Mr. Ng Bo Sing, Mr. Chan Wai Bun and Ms. Low Wei Mun and three independent non-executive Directors, namely, Ms. Cheung Siu Wan, Mr. Yu Longjun and Dr. Cheung Wah Keung.

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AI assistant

Activation Group Holdings Limited — Proxy Solicitation & Information Statement 2025

51172_rns_2025-04-16_d5ca5c2c-9cbe-4e3a-b011-57bdc7f403c2.pdf

ACTIVATION GROUP

艾德韦宣

ACTIVATION GROUP

艾德韦宣

Activation Group Holdings Limited

艾德韋宣集團控股有限公司

2. PROPOSED DECLARATION OF FINAL DIVIDEND AND FINAL SPECIAL DIVIDEND

3. PROPOSED GRANTING OF THE REPURCHASE MANDATE AND THE ISSUANCE AND RESALE MANDATE

4. RE-ELECTION OF DIRECTORS

5. RE-APPOINTMENT OF THE AUDITORS

6. ADOPTION OF THE 2025 SHARE AWARD PLAN AND TERMINATION OF THE EXISTING SHARE AWARD PLAN

Termination of the Existing Share Award Plan

Adoption of the 2025 Share Award Plan

Explanation of the terms of the 2025 Share Award Plan

Eligible Participants

Purchase price of Awards

Source of Awarded Shares

Trustee

Vesting period

Performance targets

Clawback mechanism

Scheme Mandate Limit

General

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

8. DOCUMENT ON DISPLAY

9. RESPONSIBILITY STATEMENT

10. RECOMMENDATION

11. GENERAL INFORMATION

4. IMPACT OF REPURCHASE

5. MARKET PRICES OF SHARES

6. GENERAL

7. TAKEOVERS CODE

8. SHARE REPURCHASE MADE BY THE COMPANY

EXECUTIVE DIRECTORS

DIRECTORS' REMUNERATION

4. Maximum entitlement of each participant

5. Grant of Awards to connected persons

6. Vesting period

7. Performance target

8. Amount payable on acceptance of Award

9. Shareholders' rights of Selected Participants

10. Life of the 2025 Share Award Plan

11. Lapse of Awards

12. Clawback

13. Adjustment Events

14. Cancellation of Awards

15. Termination of the 2025 Share Award Plan

16. Alteration of the terms of the 2025 Share Award Plan

ACTIVATION GROUP

艾德韦宣

Activation Group Holdings Limited

艾德韋宣集團控股有限公司

NOTICE OF ANNUAL GENERAL MEETING

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Activation Group Holdings Limited Proxy Solicitation & Information Statement 2025