Alpha Professional Holdings Limited — Proxy Solicitation & Information Statement 2025

Jul 29, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Alpha Professional 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Alpha Professional Holdings Limited

阿爾法企業控股有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 948)

RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

AND
NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used on this cover shall have the same meanings as those defined in this circular, unless the context requires otherwise.

A notice convening the AGM to be held at Novotel Century Hong Kong, Plaza 3, Basement 3, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 9 September 2025 at 3:00 p.m. is set out on pages 16 to 20 of this circular. Whether or not you are able to attend the AGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office 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 AGM or any adjournment or postponement thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

30 July 2025

• For identification purpose only

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CONTENTS

Page

Definitions 1

Letter from the Board

1. Introduction 3
2. Re-election of Retiring Directors 4
3. General Mandate to Repurchase Shares 5
4. General Mandate to Issue Shares 5
5. AGM. 6
6. Recommendation 6
7. Voting by way of Poll 6
8. Responsibility Statement 7
9. Additional Information 7

Appendix I – Particulars of Directors Proposed for Re-election 8

Appendix II – Explanatory Statement on the Repurchase Mandate 11

Notice of Annual General Meeting 16

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DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be held at Novotel Century Hong Kong, Plaza 3, Basement 3, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 9 September 2025 at 3:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out in this circular, or any adjournment or postponement thereof

"Audit Committee"
the audit committee of the Company

"Board"
the board of Directors

"Bye-laws"
the bye-laws of the Company as amended from time to time

"close associate(s)"
has the meaning ascribed to it under the Listing Rules

"Company"
Alpha Professional Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 948)

"controlling Shareholder"
has the meaning ascribed to it under the Listing Rules

"core connected person"
has the meaning ascribed to it under the Listing Rules

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

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares, if any) up to a maximum of 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution at the AGM

• 1 -

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DEFINITIONS

“Latest Practicable Date”	24 July 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Nomination Committee”	the nomination committee of the Company
“PRC”	the People’s Republic of China
“Remuneration Committee”	the remuneration committee of the Company
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted to the Directors to repurchase Shares not exceeding 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution at the AGM
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
“Share(s)”	ordinary share(s) of USD0.16 each in the issued capital of the Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers approved by the Securities and Futures Commission of Hong Kong as amended from time to time
“treasury shares”	has the meaning ascribed to it under the Listing Rules
“USD”	United States dollar(s), the lawful currency of the United States of America
“%”	per cent

• 2 -

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LETTER FROM THE BOARD

Alpha Professional Holdings Limited

阿爾法企業控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 948)

Executive Director:
Mr. Zhao Lei (Chief Executive Officer)

Independent Non-executive Directors:
Mr. Li Chak Hung
Mr. Tu Chunan
Mr. Chen Jianguo

Registered Office:
The Penthouse, 5 Reid Street
Hamilton, HM 11, Bermuda

Head office and Principal Place of
Business in Hong Kong:
Room 1902, 19th Floor
Allied Kajima Building
138 Gloucester Road, Wanchai
Hong Kong

30 July 2025

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of AGM and information regarding the resolutions to be proposed at the AGM relating to, among other things, (i) the re-election of retiring Directors; and (ii) the granting of the Repurchase Mandate and the Issue Mandate to the Directors.

• For identification purpose only

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LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to bye-law 83(2) of the Bye-laws, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy or as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election.

Pursuant to bye-law 84 of the Bye-laws, notwithstanding any other provisions in the Bye-laws, at each annual general meeting of the Company one-third of the Directors for the time being (or, if the number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. Mr. Li Chak Hung and Mr. Tu Chunan shall retire from offices as Directors at the AGM and, being eligible, have offered themselves for re-election at the AGM.

If a Shareholder (other than a retiring Director) duly qualified to attend and vote at the AGM wishes to nominate a person to stand for election as a Director (the "Candidate") at the AGM may lodge at Room 1902, 19th Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong for the attention of the company secretary of the Company, (i) a written notice signed by him/her of his/her intention to propose the Candidate for election; and (ii) a written notice signed by the Candidate of his/her willingness to be elected provided that the minimum length of the period, during which such written notice(s) are given, shall be at least seven days and that (if the written notices are submitted after the despatch of the notice of AGM appointed for such election) the period for lodgment of such written notice(s) shall commence on the day after the despatch of the notice of AGM appointed for such election and end no later than seven days prior to the date of such AGM.

Biographical details of each Director proposed for re-election at the AGM are set out in Appendix I to this circular as required under Rule 13.51(2) and Rule 13.74 of the Listing Rules.

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LETTER FROM THE BOARD

3. GENERAL MANDATE TO REPURCHASE SHARES

The ordinary resolution no. 4 will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in the notice of AGM. The Shares may be repurchased pursuant to the Repurchase Mandate up to 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the ordinary resolution no. 4. The Repurchase Mandate shall be exercisable during the period from the date of passing of the said ordinary 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 Bye-laws or any applicable laws to be held; or (iii) the date on which the authority set out in the said ordinary resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

An explanatory statement as required under the Listing Rules, containing all relevant information relating to the Repurchase Mandate, is set out in Appendix II to this circular. The explanatory statement provides information reasonably necessary to enable the Shareholders to make an informed decision in relation to the ordinary resolution no. 4.

4. GENERAL MANDATE TO ISSUE SHARES

At the AGM, the ordinary resolution no. 5 will be proposed to grant to the Directors the Issue Mandate. In addition, the ordinary resolution no. 6 will be proposed to authorise an extension of the Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Issue Mandate the number of Shares repurchased under the Repurchase Mandate, if granted.

As at the Latest Practicable Date, the total number of Shares in issue was 349,280,383. Subject to the passing of the ordinary resolution no. 5 set out in the notice of AGM and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed to allot, issue and deal with a maximum of 69,856,076 Shares, representing not more than 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the said ordinary resolution.

The Issue Mandate and the extension of the Issue Mandate shall be exercisable during the period from the date of passing of the ordinary resolution nos. 5 and 6 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 Bye-laws or any applicable laws to be held; or (iii) the date on which the authority set out in the said ordinary resolution(s) is revoked or varied by an ordinary resolution or ordinary resolutions of the Shareholders in general meeting.

Details of the Issue Mandate and the extension of the Issue Mandate are set out in the notice of AGM.

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LETTER FROM THE BOARD

5. AGM

A notice convening the AGM is set out on pages 16 to 20 of this circular. For the purpose of ascertaining Shareholders’ right to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 4 September 2025 to Tuesday, 9 September 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, all transfer documents accompanied by the relevant Share certificate(s) must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 3 September 2025.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment or postponement thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment or postponement thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. RECOMMENDATION

The Directors consider that the re-election of Directors, the granting of the Repurchase Mandate, the Issue Mandate and its extension are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions at the AGM.

7. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. In compliance with the Listing Rules and pursuant to the Bye-laws, the votes at the AGM will be taken by poll, the results of which will be announced after the AGM in the manner prescribed under Rule 13.39(5) and Rule 13.39(5A) of the Listing Rules.

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LETTER FROM THE BOARD

8. 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.

9. ADDITIONAL INFORMATION

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

Yours faithfully,

For and on behalf of the Board

Alpha Professional Holdings Limited

Zhao Lei

Executive Director and Chief Executive Officer

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APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

Details of the Directors standing for re-election at the AGM are set out below:

LI CHAK HUNG

Mr. Li Chak Hung (李澤雄先生), aged 60, has been an independent non-executive Director since 18 October 2019. He is also the chairman of each of the Audit Committee and the Nomination Committee, and a member of the Remuneration Committee. He was the chairman and a member of the credit committee of the Company from 25 September 2023 to 2 July 2025. Mr. Li holds a Bachelor's Degree of Business Administration from The Chinese University of Hong Kong. He is also a Certified Public Accountant (Practising) of the Hong Kong Institute of Certified Public Accountants and a fellow of The Taxation Institute of Hong Kong.

Mr. Li has over 30 years of experience in accounting, auditing, taxation and financial management. Mr. Li is currently an independent non-executive director of Asiasec Properties Limited (Stock Code: 271), and was an independent non-executive director of Summit Ascent Holdings Limited (Stock Code: 102) ("Summit Ascent") from October 2018 to January 2024 and subsequently re-appointed as an independent non-executive director of Summit Ascent on 11 March 2025, the shares of these companies are listed on the Main Board of the Stock Exchange.

Mr. Li has entered into a letter of appointment with the Company for a term of three years commencing from 18 October 2019 which has been renewed for a further three years term commencing from 18 October 2022, subject to early termination in accordance with the terms of the renewal letter and retirement by rotation and re-election and other related provisions as stipulated in the Bye-laws and the Listing Rules. Mr. Li is entitled to a Director's fee of HK$180,000 per annum, which was determined by the Board based on the recommendations of the Remuneration Committee with reference to his role, qualification, level of experience, the contribution to be made by him to the Company, the prevailing market conditions and the terms of the Company's remuneration policy. For the year ended 31 March 2025, Mr. Li received a total of HK$180,000 for being an independent non-executive Director.

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

As at the Latest Practicable Date and save as disclosed above, Mr. Li did not hold any directorship in any other listed public companies in Hong Kong or overseas during the past three years, did not hold any other position with the Company or other members of the Group and did not have any relationship with any other Directors, senior management, substantial or controlling Shareholders.

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APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date and save as disclosed above, there was no other information relating to the re-election of Mr. Li that was required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there was no other matter that needs to be brought to the attention of the Shareholders.

TU CHUNAN

Mr. Tu Chunan (涂春安先生), aged 61, has been an independent non-executive Director since 25 April 2024. He is also a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee. Mr. Tu holds a Master's Degree in Business Administration from Shenzhen Research Institute of Renmin University of China and a Bachelor's Degree in Education from Shaanxi Education College (currently known as Shaanxi Xueqian Normal University). He has obtained the qualification for certified property manager issued by Ministry of Construction of the PRC.

Mr. Tu has broad experience in industrial park property management and operation service innovation, industrial transformation and upgrading. He was the general manager of Shenzhen Tianan Smart Park Operation Co., Limited from 2011 to 2022 and has been the chairman since July 2022. He was also the party committee secretary and the general manager of Shum Yip Intelligent Park Operation (Shenzhen) Co., Limited from 2018 to 2022. He has also served as the vice chairman of Shenzhen Property Management Association since 2005 and the executive vice chairman of Shenzhen Electronic Chamber of Commerce since 2015.

Mr. Tu has entered into a letter of appointment with the Company for a term of three years commencing from 25 April 2024, subject to early termination in accordance with the terms of the appointment letter and retirement by rotation, re-election and other related provisions as stipulated in the Bye-laws and the Listing Rules. Mr. Tu is entitled to a Director's fee of HK$50,000 per annum, which was determined by the Board based on the recommendations of the Remuneration Committee with reference to his role, qualification, level of experience, the contribution to be made by him to the Company, the prevailing market conditions and the terms of the Company's remuneration policy. For the year ended 31 March 2025, Mr. Tu received a total of HK$46,780.82 for being an independent non-executive Director.

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

As at the Latest Practicable Date and save as disclosed above, Mr. Tu did not hold any directorship in any other listed public companies in Hong Kong or overseas during the past three years, did not hold any other position with the Company or other members of the Group and did not have any relationship with any other Directors, senior management, substantial or controlling Shareholders.

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APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date and save as disclosed above, there was no other information relating to the re-election of Mr. Tu that was required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there was no other matter that needs to be brought to the attention of the Shareholders.

FURTHER INFORMATION IN RELATION TO THE RE-ELECTION

The recommendation of the appointment of the above Directors to the Board was made in accordance with the Company's nomination policy and objective criteria (including without limitation professional experience, skills, knowledge, gender, age, cultural and educational background, ethnicity, and length of service), with due regard for the benefits of diversity, as set out under the Company's board diversity policy. The Board had also taken into account the contributions of the above Directors and their commitment to their roles. In particular, considering the retiring independent non-executive Director's expertise, the Board considered that Mr. Li Chak Hung and Mr. Tu Chunan have made and will continue to make contribution to the Board with their respective skills and experience. The Company had also received the independence confirmations from Mr. Li Chak Hung and Mr. Tu Chunan pursuant to Rule 3.13 of the Listing Rules and were satisfied with their independence.

In view of the above, the Board believes the respective education, background and experience of each of the above Directors will allow each of them to provide valuable insights and contribute to the diversity of the Board and therefore should be re-elected.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This explanatory statement contains the information required to be sent to Shareholders pursuant to Rule 10.06(1)(b) of the Listing Rules concerning the repurchase of its own Shares by the Company.

1. EXERCISE OF THE REPURCHASE MANDATE

The total number of Shares which the Company is authorised to repurchase its Shares representing a maximum of 10% of the total number of issued Shares (excluding treasury shares) at the date of the resolution granting the Repurchase Mandate. Exercise in full of the Repurchase Mandate, on the basis of 349,280,383 Shares in issue and no treasury shares as at the Latest Practicable Date, would result in a maximum of 34,928,038 Shares (which are fully paid and represent 10% of the total number of Shares in issue) being repurchased by the Company during the period prior to 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 Bye-laws and applicable laws and regulations of Bermuda to be held; or

(iii) the revocation, variation or renewal of the Repurchase Mandate by an ordinary resolution of the Shareholders in general meeting of the Company.

2. REASONS FOR THE REPURCHASE

Although the Directors have no present intention to repurchase any Shares, the Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to seek a general authority from the Shareholders to enable the Company to repurchase Shares in the market. Repurchase of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

3. FUNDING OF REPURCHASE

At repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws, the Listing Rules and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for such purpose. The amount of premium (if any) payable on a repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the Company's share premium account before the Shares are repurchased.

4. IMPACT ON THE COMPANY

There might be a material adverse impact on the working capital or gearing position of the Company (as appropriate) (as compared with the position disclosed in its most recent published audited accounts for the year ended 31 March 2025) in the event that the Repurchase Mandate was exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing position (as appropriate) which in the opinion of the Directors are from time to time appropriate for the Company.

5. DISCLOSURE OF INTEREST

None of the Directors to the best of their knowledge having made all reasonable enquiries, nor any of their respective close associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

6. DIRECTORS' UNDERTAKING

The Directors will exercise the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. EFFECT ON TAKEOVERS CODE

If the proportionate interest of a Shareholder in the voting rights of the Company increases on exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

Name of Shareholders	Number of Shares interested	Approximate % of the total number of issued Shares	Approximate % of the total number of issued Shares should the Repurchase Mandate be exercised in full
Ms. Chong Sok Un
("Ms. Chong") (Note)	207,026,615	59.27	65.86
Well Dynasty Investments
Limited ("Well Dynasty") (Note)	193,026,615	55.26	61.40
Mr. Lee Ming-tee	20,974,000	6.00	6.67

Note:
Well Dynasty is a wholly-owned subsidiary of Miracle Planet Developments Limited, which in turn is a company wholly owned by Ms. Chong. Vigor Online Offshore Limited, a wholly-owned subsidiary of China Spirit Limited, owns 14,000,000 Shares. Ms. Chong owns 100% beneficial interests in China Spirit Limited. Accordingly, Ms. Chong is deemed to have an interest of (i) 193,026,615 Shares through Miracle Planet Developments Limited and Well Dynasty; and (ii) 14,000,000 Shares through China Spirit Limited and Vigor Online Offshore Limited.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Ms. Chong and parties acting in concert with her were beneficially interested in 207,026,615 Shares, representing approximately 59.27% of the total number of issued Shares.

Based on such interests in the Shares and in the event that the Repurchase Mandate was exercised in full and assuming that there was no change in the number of Shares held by Ms. Chong and parties acting in concert with her and there was no other change to the total number of issued Shares, the shareholding of Ms. Chong and parties acting in concert with her in the Company would be increased to approximately 65.86% of the reduced total number of issued Shares immediately after the exercise in full of the Repurchase Mandate. In the opinion of the Directors, such increase in voting rights would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. SHARE REPURCHASE MADE BY THE COMPANY

During the six months immediately preceding the Latest Practicable Date, the Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise).

9. NO REPURCHASE FROM CORE CONNECTED PERSON

No core connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

10. SHARE PRICES

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

| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| July | 0.39 | 0.28 |
| August | 0.29 | 0.25 |
| September | 0.25 | 0.18 |
| October | 0.80 | 0.20 |
| November | 0.29 | 0.20 |
| December | 0.23 | 0.22 |
| 2025 | | |
| January | 0.26 | 0.23 |
| February | 0.29 | 0.22 |
| March | 0.23 | 0.22 |
| April | 0.32 | 0.20 |
| May | 0.48 | 0.28 |
| June | 0.30 | 0.21 |
| July (up to the Latest Practicable Date) | 0.22 | 0.20 |

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

11. NO UNUSUAL FEATURES

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

12. INTENTION ON TREATMENT OF REPURCHASED SHARES

In the event that the Company repurchases any Shares, it may cancel such repurchased Shares and/or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchase, and will be carried out in compliance with the applicable requirements under the Listing Rules, the relevant laws in Bermuda and the Bye-Laws.

• 15 -

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NOTICE OF ANNUAL GENERAL MEETING

Alpha Professional Holdings Limited

阿爾法企業控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 948)

NOTICE IS HEREBY GIVEN that an annual general meeting of Alpha Professional Holdings Limited (the "Company") will be held at Novotel Century Hong Kong, Plaza 3, Basement 3, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 9 September 2025 at 3:00 p.m. (the "AGM") for the following purposes:

ORDINARY BUSINESSES

1. to receive and adopt the audited consolidated financial statements, the report of the directors of the Company (the "Directors") and the independent auditor's report of the Company for the financial year ended 31 March 2025;

2. (a) to re-elect Mr. Li Chak Hung as an independent non-executive Director;

(b) to re-elect Mr. Tu Chunan as an independent non-executive Director;

(c) to authorise the board of Directors (the "Board") to fix the Directors' remuneration; and

1. to re-appoint Crowe (HK) CPA Limited as the auditor of the Company until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix its remuneration.

2. For identification purpose only

3. 16 -

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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL BUSINESSES

To consider as special businesses and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:

4. "THAT:

(a) subject to sub-paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of USD0.16 each in the issued capital of the Company (the "Shares") may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate number of Shares to be repurchased pursuant to the mandate in paragraph (a) above 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 if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and

(c) for the purpose of this resolution:

"Relevant Period" means the period from the date of 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 bye-laws of the Company (the "Bye-laws") and any applicable laws and regulations of Bermuda to be held; or

(iii) the passing of an ordinary resolution by the shareholders of the Company (the "Shareholders") in general meeting revoking, varying or renewing the authority given to the Directors by this resolution."

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NOTICE OF ANNUAL GENERAL MEETING

1. "THAT:

(a) subject to sub-paragraph (c) of this resolution, and pursuant to the Listing Rules, the exercise by the Directors during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares (including any sale or transfer of treasury shares, if any, out of treasury) and to make, issue or grant offers, agreements and options (including but not limited to warrants, bonds and securities or debentures convertible into Shares) and rights of exchange or conversion which might require the exercise of such power be either during or after the Relevant Period and is hereby generally and unconditionally approved;

(b) the approval in sub-paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make, issue or grant offers, agreements and options (including warrants, bonds and securities or debentures convertible into Shares) and rights of exchange or conversion which might require the Shares in the capital of the Company to be issued either during or after the end of the Relevant Period;

(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in subparagraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined in this resolution); (ii) the exercise of the subscription or conversion rights attaching to any warrants, preference shares, convertible bonds or other securities issued by the Company which are convertible into Shares; (iii) the exercise of options granted by the Company under any option scheme or similar arrangement for the time being adopted for the grant to Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person (if any) of rights to acquire Shares; (iv) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Byelaws; or (v) a specific authority granted by the Shareholders in general meeting, shall not exceed 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

(d) for the purpose of this resolution:

“Relevant Period” means the period from the date of 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 Bye-laws and any applicable laws and regulations of Bermuda to be held; or

(iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking, varying or renewing the authority given to the Directors by this resolution; and

“Rights Issue” means an offer of Shares or issue of options, warrants or other securities giving the right to subscribe for Shares, open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate, such other securities) as at that date (subject in all cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).

1. “THAT conditional upon the passing of resolutions no. 4 and 5 above, the general mandate referred to in resolution no. 5 above be and is hereby extended by the addition to the aggregate number of Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the number of Shares repurchased by the Company pursuant to the mandate referred to in resolution no. 4 above, provided that such number shall not exceed 10% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of passing of this resolution.”

By Order of the Board

Alpha Professional Holdings Limited

Chan Chun Hong

Company Secretary

Hong Kong, 30 July 2025

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A Shareholder who is entitled to attend and vote at the meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A Shareholder who is the holder of two or more Shares may appoint more than one proxy. A proxy needs not be a Shareholder.

2. To be valid, the form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be returned to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before time appointed for holding the meeting or any adjournment or postponement thereof (as the case may be) and in default thereof the form of proxy shall not be treated as valid.

3. For the purpose of determining shareholders' entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 4 September 2025 to Tuesday, 9 September 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of the Shares should ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 3 September 2025.

4. Where there are joint holders of any Share, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting in person or by proxy, that one of the said joint holders so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

5. A circular containing the particulars in connection with the retiring Directors be re-elected under resolution no. 2 and an explanatory statement in connection with the proposed repurchase mandate under resolution no. 4 as required by the Listing Rules, have been dispatched to members of the Company together with the 2025 annual report of the Company.

6. The Chinese version of the resolutions set out in this notice is for reference only. If there is any inconsistency between the English and the Chinese versions, the English version shall prevail.

7. As at the date of this notice, the executive Director is Mr. Zhao Lei, and the independent non-executive Directors are Mr. Li Chak Hung, Mr. Tu Chunan and Mr. Chen Jianguo.

8. If a typhoon signal no. 8 or above is hoisted, a black rainstorm warning signal is in force or under any other extreme conditions or adverse weather conditions in Hong Kong, at or at any time after 12:00 noon on the date of the meeting, the meeting will be adjourned. An announcement will be posted on the websites of the Company and the Stock Exchange to notify the Shareholders of the date, time and place of the adjourned meeting. The meeting will be held as scheduled when an amber or a red rainstorm warning signal is in force. Shareholders should decide on their own whether they would attend the above meeting under bad weather conditions bearing in mind their own situations.

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