ADICON Holdings Limited — Proxy Solicitation & Information Statement 2025

May 6, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

ADICON

ADICON Holdings Limited

艾迪康控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9860)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "Meeting") of ADICON Holdings Limited (the "Company") will be held at Suite 1303, 13/F, Golden Centre, 188 Des Voeux Road Central, Sheung Wan, Hong Kong on Monday, May 26, 2025 at 2:10 p.m. (or immediately after the conclusion or adjournment of the annual general meeting of the Company to be held at 2:00 p.m. on the same date and at the same place) for the following purposes:

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

THAT:

(a) subject to and conditional upon the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the new shares of the Company which may fall to be issued pursuant to the exercise of any awards that may be granted under the 2025 incentive plan of the Company (the "2025 Incentive Plan"), a copy of which has been produced to the extraordinary general meeting and marked "A" and initialed by the chairwoman of the meeting, the 2025 Incentive Plan be and is hereby approved and adopted, and that the directors of the Company be authorized to grant awards thereunder and to allot and issue shares pursuant to the 2025 Incentive Plan and take all such steps as may be necessary or desirable to implement the 2025 Incentive Plan, including without limitation:

(i) to administer or authorize a plan administrator as designated by the Board to administer the 2025 Incentive Plan under which awards will be granted to the Eligible Participants under the 2025 Incentive Plan to subscribe for the Shares, including but not limited to determining and granting the awards in accordance with the terms of the 2025 Incentive Plan;

(ii) to modify and/or amend the 2025 Incentive Plan from time to time provided that such modification and/or amendment comes into effect in accordance with the terms of the 2025 Incentive Plan subject to the Listing Rules;

(iii) to allot and issue from time to time such number of Shares as may be required to be allotted and issued pursuant to the grant of the awards under the 2025 Incentive Plan subject to the Listing Rules; and

(iv) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the 2025 Incentive Plan; and

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(b) the total number of Shares which may be issued in respect of all awards to be granted under the 2025 Incentive Plan and any other Share Schemes will not exceed 10% (excluding treasury Shares) of the total number of Shares in issue as at the date of the approval of the 2025 Incentive Plan or the relevant date of approval of the refreshment of the Scheme Mandate Limit.”

Yours faithfully,

By order of the Board

ADICON Holdings Limited

Ms. YANG Ling

Chairwoman

Hong Kong, May 6, 2025

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member 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 shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. 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 notarially certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof (i.e. not later than 2:10 p.m. (Hong Kong time) on Saturday, May 24, 2025). Delivery of the form of proxy shall not preclude a member 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.

3. To ascertain shareholders' eligibility to attend and vote at the Meeting, the register of members of the Company will be closed from Wednesday, May 21, 2025 to Monday, May 26, 2025 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the Meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates are lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. (Hong Kong time), on Tuesday, May 20, 2025.

4. BAD WEATHER ARRANGEMENTS:

The Meeting will be held on Monday, May 26, 2025 as scheduled regardless of whether or not any rainstorm warning signal or tropical cyclone signal is in force in Hong Kong at any time on that day. Shareholders may visit the website of the Company at www.adicon.com.cn for details of the alternative meeting arrangements. Shareholders should make their own decision as to whether they would attend the Meeting under bad weather conditions having regard to their own situation and if they should choose to do so, they are advised to exercise care and caution.

1. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the Board comprises Mr. GAO Song as executive Director; Ms. YANG Ling, Mr. LIN Jixun, Ms. FENG Janine Junyuan and Mr. ZHOU Mintao as non-executive Directors; and Mr. MI Brian Zihou, Mr. YEH Richard and Mr. ZHANG Wei as independent non-executive Directors.