Bama Tea Co., Ltd. — Proxy Solicitation & Information Statement 2026

Mar 30, 2026

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.

八马茶业

BAMA TEA

BAMA TEA CO., LTD.

八馬茶業股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6980)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Bama Tea Co., Ltd. (the "Company") will be held at 6/F, Comprehensive Building, Bama Tea Wuyishan Intelligent Ecological Industrial Park, No. 5 Xiantai Road, Wuyishan City, Nanping City, Fujian Province, the PRC on Tuesday, April 21, 2026 at 10:00 a.m. for purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors of the Company (the "Board") for the year ended December 31, 2025.
2. To consider and approve the audited financial report of the Company for the year ended December 31, 2025.
3. To consider and approve the annual report of the Company for the year ended December 31, 2025.
4. To consider and approve the profit distribution plan of the Company for the year ended December 31, 2025.
5. To consider and approve the remuneration plan of the directors of the Company (the "Director(s)") for the year ending December 31, 2026.
6. To consider and approve the re-appointment of the auditor of the Company for the year ending December 31, 2026.

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SPECIAL RESOLUTIONS

1. To consider and approve the following resolutions on the proposed general mandate to issue Shares and/or the resale of treasury shares:

THAT

(1). Subject to the conditions set out in paragraph (2) below and in compliance with the relevant regulations, it is proposed to the general meeting to authorize the Board to, within the relevant period (see paragraph (3) below), issue shares (H shares (“H Shares”) and/or domestic shares (“Domestic Shares”, collectively, the “Shares”) of the Company, the same below) and sell or transfer treasury shares (if any) at its discretion (the “Issue General Mandate”).

(2). The number of H Shares and Domestic Shares to be issued as approved by the Board shall not exceed 20% of the total number of H Shares and Domestic Shares respectively in issue (excluding the treasury shares, if any) as at the date on which this resolution is considered and approved at the Annual General Meeting.

(3). For the purpose of these resolutions, the Issue General Mandate shall be effective from the passing of these resolutions as special resolutions at the Annual General Meeting, until whichever is the earlier of:

(i). the conclusion of the next annual general meeting of the Company following the passing of this resolution;

(ii). the expiration of the 12-month period following the passing of this resolution; or

(iii). the date on which the authorization referred to in this resolution is revoked or varied by a special resolution at any general meeting of the Company.

Provided the Board or its authorized person has, during the validity term of the authorization, executed necessary documents or fulfilled necessary procedures while such documents or procedures may have to be performed, exercised, or will be completed after the expiry of the authorization, the Board shall be entitled to perform such powers after the expiry of the relevant period.

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In order to improve the efficiency of decision-making, reduce the approval procedures and seize market opportunities, it is proposed to the general meeting to authorize the Board to deal with all matters in relation to the Issue General Mandate to issue Shares at its sole discretion, including but not limited to:

(1). To authorize the Board to determine the specific share issuance plan, including but not limited to:

1. class and number of Shares to be issued;
2. pricing method and/or issue price (including price range);
3. determining the time of issuance, term of issuance, target subscribers, method of issuance, use of proceeds and other contents to be included in the specific issuance plan as required by relevant laws, regulations and other regulatory documents, relevant regulatory authorities and the stock exchange of the listing place;
4. deciding on the engagement of intermediaries, signing, executing, amending and completing all agreements and documents relating to the issuance of relevant Shares;
5. disclosing relevant information in accordance with relevant laws and regulations and the listing rules of the stock exchange where the Company's securities are listed; and
6. dealing with all the reporting, registration, filing and listing matters in relation to the issue of the Relevant Shares;

(2). To authorize the Board to increase the registered capital of the Company to reflect the Shares authorized to be issued by the Company pursuant to these resolutions, to make such appropriate and necessary amendments to the provisions of the Articles of Association relating to the issue of Shares and registered capital, and to take any other action and complete any formality required to effect such increase; and

(3). In addition to the above-mentioned contents in relation to the Issue General Mandate to issue Shares proposed to be approved at the Annual General Meeting, it is proposed to the general meeting to agree to authorize the secretary to the Board and/or the company secretary of the Company to deal with all relevant matters in relation to the issue of Shares, including but not limited to the preparation, amendment, publication and despatch of relevant announcements and shareholder circulars in accordance with the relevant requirements under domestic and overseas laws and regulations and the Listing Rules, as well as the requirements and recommendations of the relevant domestic and overseas government departments and regulatory authorities."

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1. To consider and approve the general mandate to buy back H shares:

“THAT:

(1). The Board is hereby authorized to buy back up to 10% of the total number of H Shares in issue (excluding treasury shares, if any) as at the date of approval of this resolution at the Annual General Meeting during the relevant period (see paragraph (3) below) (the “Buy-back General Mandate”).

(2). The Board is hereby authorized to deal with matters relating to the Buy-back General Mandate, including but not limited to:

1. to authorise the executive Directors, Mr. Wang Wenlong, the secretary to the Board, and their authorised delegate(s), to buy back the H Shares at their discretion and at appropriate times in accordance with in accordance with the PRC Company Law and other laws and regulations, the Listing Rules and the Articles of Association, and having regard to capital market conditions and fluctuations and changes in the Share price of the Company;

2. formulate, approve and implement specific buy-back plans in accordance with the PRC Company Law and other laws and regulations, the Listing Rules and the Articles of Association, including but not limited to determining the timing of buy-back, buy-back price, buy-back amount, number of shares to be bought back and allocation of funds;

3. open stock accounts and capital accounts and complete the corresponding procedure of change in foreign exchange registration;

4. perform the relevant approval or filing procedures (if applicable) in accordance with applicable laws and regulations, the Listing Rules and regulatory requirements;

5. adjust the buy-back plans and continue to handle matters related to buy back in accordance with relevant national regulations, requirements of relevant government departments and securities regulatory authorities, market conditions and the actual operating conditions of the Company, in the event of new requirements of laws and regulations and securities regulatory authorities on buy-back policies and changes in market conditions, except for matters that are subject to re-approval at the general meeting in accordance with relevant laws and regulations and the Articles of Association; and

6. sign and execute other documents and complete other matters relevant to the Buy-back General Mandate, including signing and executing the subsequent capital reduction, cancellation of shares, management of treasury shares (if any) and/or subsequent transfer, resale or other dealing in treasury shares (if any), and making such amendments to the Articles of Association as it thinks appropriate.

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The abovementioned authorization matters may be delegated by the Board to the management for exercise, except for matters which are specifically required by laws, administrative regulations, rules of securities regulatory authorities, regulatory documents or the Articles of Association to be approved by the Board.

(3). For the purpose of this resolution, the Buy-back General Mandate shall be effective from the passing of this resolution as a special resolution at the Annual General Meeting, until whichever is the earlier of:

1. the conclusion of the next annual general meeting of the Company following the passing of this resolution; or
2. the date on which the authorization referred to in these resolutions is revoked or varied by special resolutions at any general meeting of the Company.

The Board’s exercise of the power granted under the Buy-back General Mandate is subject to the compliance with the PRC Company Law, the PRC Securities Law and the Listing Rules (as amended from time to time) and all the requisite approvals from the relevant authorities.”

1. To consider and approve the proposed amendments to the articles of association of the Company, details of which are set out in the circular of the Company dated March 30, 2026, and to authorize the Board (and person(s) authorized by the Board) to make such other modifications to such proposed amendments, where appropriate.

By Order of the Board

Bama Tea Co., Ltd.

Mr. Wang Wenli

Chairman of the Board and Executive Director

Hong Kong, March 30, 2026

As at the date of this notice, the Board comprises: (i) Mr. Wang Wenli, Mr. Wu Qingbiao, Mr. Wang Kunheng, Mr. Wang Wenchao and Mr. Wang Wenlong as executive Directors; (ii) Mr. Wang Wenbin as non-executive Director; and (iii) Ms. Chiu Mun Wai, Ms. Tong Naqiong and Mr. Wang Yuefei as independent non-executive Directors.

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Notes:

Details of the ordinary resolutions and special resolutions are set out in the circular of the Company dated March 30, 2026 (the "Circular"). Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the Circular.

1. Closure of register for H Shares and eligibility for attending and voting at the Annual General Meeting

For determining the entitlement of the Shareholders to attend and vote at the Annual General Meeting, the register of members of H Shares will be closed from Thursday, April 16, 2026 to Tuesday, April 21, 2026, both dates inclusive, during which period no transfer of H Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all properly completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company's H share registrar 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, April 15, 2026. Shareholders whose names appear on the register of members of the Company on Tuesday, April 21, 2026 (being the record date) will be eligible to attend and vote at the Annual General Meeting.

1. Proxy

Shareholders entitled to attend and vote at the Annual General Meeting may appoint one or more proxies to attend and vote in their stand. A proxy needs not be a Shareholder.

The instrument appointing a proxy must be in writing under the hand of a Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporate body, the proxy form must be either executed under its common seal or under the hand of its director(s) or duly authorized attorney(s). If the proxy form is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarized.

For holders of H Shares, the proxy form together with the power of attorney or other authorization document (if any) must be lodged with the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong; and for holders of Domestic Shares, the proxy form should be returned to the Company's head office and principal place of business in the PRC at 7/F, Huaduyuan Building, Dongmen South Road, Nanhu Street, Luohu District, Shenzhen, Guangdong Province, the PRC, by personal delivery or by post, as soon as possible but in any event not less than 24 hours before the time fixed for holding the Annual General Meeting (i.e. no later than 10:00 a.m. on Monday, April 20, 2026) or any adjournment thereof (as the case may be) in order to be valid. Shareholders can still attend and vote at the Annual General Meeting upon completion and return of the proxy form.

1. Address and telephone number of the Company's head office and principal place of business in the PRC

Address: 7/F, Huaduyuan Building
Dongmen South Road, Nanhu Street
Luohu District
Shenzhen
Guangdong Province
the PRC
Telephone: (86) 755 8238 9378

1. Procedures for voting at the Annual General Meeting

Any vote of the Shareholders at the Annual General Meeting must be taken by poll.

1. Other business

Shareholders (in person or by proxy) attending the Annual General Meeting are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the Annual General Meeting shall produce their identity documents.

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

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