Carote Ltd — AGM Information 2026

Apr 29, 2026

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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CAROTE LTD , you should at once hand this circular to the purchaser or the transferee, or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or the 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 losses howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CAROTE LTD 卡羅特（商業）有限公司

(an exempted company incorporated in the Cayman Islands with limited liability) (Stock Code: 2549)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, EXTENSION OF GENERAL MANDATE TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITORS, DECLARATION OF FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Conference Room, 5th Floor, Unit 2, Tower 6, Sunshine City, Xiaoshan District, Hangzhou City, Zhejiang Province, China on Friday, May 29, 2026 at 10:00 a.m. (Hong Kong time) or any adjournment thereof is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy is enclosed with this circular. If you are not able to or do not intend to attend the AGM in person but wish to exercise your right as a Shareholder, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company 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 and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish. If you attend and vote in person at the AGM, the instrument appointing your proxy will be deemed to have been revoked. Such form of proxy is also published on the respective website of the Stock Exchange (www.hkexnews.hk) and the Company (www.mycarote.com). For the avoidance of doubt, holders of treasury Shares (if any) shall abstain from voting at the Company’s general meeting.

April 29, 2026

CONTENTS

	Pages
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
General Mandate to Issue Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
General Mandate to Repurchase Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Extension of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Re-appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Declaration of Final Dividend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Listing Rules Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix I – Explanatory Statement on the Repurchase Mandate. . . . . . . . . . . . . . . 8
Appendix II – Details of the Retiring Directors Proposed to be
Re-elected at the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

– i –

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be convened and
	held at Conference Room, 5th Floor, Unit 2, Tower 6, Sunshine
	City, Xiaoshan District, Hangzhou City, Zhejiang Province, China
	on Friday, May 29, 2026 at 10 a.m. (Hong Kong time) to consider
	and, if thought fit, approve the resolutions contained in the notice
	of the meeting which is set out on pages AGM-1 to AGM-5 of this
	circular, or any adjournment thereof
“Articles”	the amended and restated articles of association of the Company
	conditionally adopted by special resolution passed on September
	13, 2024 with effect from the listing of Shares on the Stock
	Exchange
“Board”	the board of Director(s)
“Close Associate(s)”	the meaning as ascribed thereto under the Listing Rules
“Companies Act”	the Companies Act (as revised) of the Cayman Islands, as
	amended or supplemented from time to time
“Company”	CAROTE LTD, an exempted company incorporated in the Cayman
	Islands with limited liability and the Shares of which are listed on
	the main board of the Stock Exchange
“Core Connected Person(s)”	the meaning as ascribed thereto under the Listing Rules
“Director(s)”	the director(s) of the Company
“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
“Issue Mandate”	the general and unconditional issue mandate proposed to be
	granted to the Directors at the AGM to allot, issue and deal with
	Shares and to sell or transfer treasury shares out of treasury, not
	exceeding 20% of the issued Shares (excluding treasury shares) as
	at the date of passing the relevant resolution for approving the issue
	mandate

– 1 –

DEFINITIONS

• “Latest Practicable Date” April 24, 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Date” October 2, 2024, on which the Shares are listed on the Stock Exchange and from which dealings in the Shares are permitted to commence on the Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Memorandum” the existing memorandum of association of the Company, as amended, supplemented or otherwise modified from time to time

• “Repurchase Mandate” the general and unconditional repurchase mandate proposed to be granted to the Directors at the AGM to exercise the powers of the Company to repurchase fully paid Shares up to a maximum of 10% of the issued Shares (excluding treasury shares) as at the date of passing the relevant resolution for approving the repurchase mandate

“SFO” the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) “Share(s)” ordinary share(s) of par value US$0.0005 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs “treasury shares” the meaning as ascribed thereto under the Listing Rules “%” per cent

– 2 –

LETTER FROM THE BOARD

CAROTE LTD 卡羅特（商業）有限公司

(an exempted company incorporated in the Cayman Islands with limited liability) (Stock Code: 2549)

Executive Directors:

Mr. Zhang Guodong (Chairman and Chief Executive Officer)

Ms. Lyu Yili Mr. Xia Chenhao

Independent Non-executive Directors:

Ms. Yeung Shuet Fan Pamela Dr. Chan Tin Wai David Mr. Shi Zhoufeng

Registered Office:

Harneys Fiduciary (Cayman) Limited 4th Floor, Harbour Place 103 South Church Street P.O. Box 10240 Grand Cayman KY1-1002 Cayman Islands

Headquarters and Principal Place of Business in China: 3rd–5th Floor, Unit 1, Tower 6, Sunshine City, Xiaoshan District, Hangzhou City, Zhejiang Province, China

Principal Place of Business in Hong Kong: 46th Floor, Hopewell Centre 183 Queen’s Road East Wan Chai Hong Kong

April 29, 2026

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, EXTENSION OF GENERAL MANDATE TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF AUDITORS, DECLARATION OF FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

– 3 –

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for (i) the grant of the Issue Mandate; (ii) the grant of the Repurchase Mandate; (iii) the extension of the Issue Mandate; (iv) the declaration of final dividend; (v) the re-election of retiring Directors; (vi) the re-appointment of the auditor of the Company; and (vii) to give you notice of the AGM at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the aforesaid matters.

GENERAL MANDATE TO ISSUE SHARES

At the AGM, ordinary resolutions will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to allot, issue and deal with Shares and to sell or transfer treasury shares out of treasury not exceeding 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution at the AGM. As at the Latest Practicable Date, a total of 550,801,100 Shares were in issue (excluding treasury shares). Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the assumption that there is no variation to the issued Shares during the period from the Latest Practicable Date to the date of the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 110,160,220 Shares.

GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution will be proposed at the AGM to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares not exceeding 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and on the assumption that there is no variation to the issued Shares during the period from the Latest Practicable Date to the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 55,080,110 Shares.

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

EXTENSION OF GENERAL MANDATE TO ISSUE SHARES

Subject to the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the AGM to extend the Issue Mandate by the addition to the Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors including any sale or transfer of treasury shares out of treasury pursuant to the Issue Mandate of an amount representing the aggregate number of Shares repurchased by the Company pursuant to the Repurchase Mandate provided that such extended amount shall not exceed 10% of the issued Shares (excluding treasury shares) on the date of passing the resolution for approving the Issue Mandate.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to article 15.1 of the Articles, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a 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. A retiring Director shall be eligible for re-election. In accordance with article 15.1 of the Articles, Ms. Yeung Shuet Fan Pamela and Mr. Shi Zhoufeng shall hold office only until the AGM and, being eligible, offer themselves for re-election at the AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the retiring Directors are set out in Appendix II to this circular.

RE-APPOINTMENT OF AUDITORS

PricewaterhouseCoopers, which has audited the consolidated financial statements of the Company for the year ended December 31, 2025, will retire as the auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.

The Board, upon the recommendation of the audit committee of the Board, proposed to re-appoint PricewaterhouseCoopers as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company and authorize the Board to fix its remuneration.

The estimated audit fee in relation to annual audit agreed with the auditor would be approximately RMB2,400,000 to RMB2,800,000, which is determined by the Board and the audit committee of the Company with reference to the market rates, scope of work and audit timetable. As PricewaterhouseCoopers is relatively familiar with the Group’s financials and affairs, the Board considers that the estimated audit fee agreed with the auditor is a fair and reasonable estimation after due consideration, taking into account of the facts and circumstances known up to the Latest Practicable Date and the audit and other related work in respect of the Group for the year ending December 31, 2026 could be performed more efficiently by PricewaterhouseCoopers, which is in the best interests of the Company and the Shareholders as a whole.

DECLARATION OF FINAL DIVIDEND

The Board has recommended the declaration of a final dividend of HK$0.1419 per Share for the year ended December 31, 2025, subject to the approval by the Shareholders at the AGM. Subject to the approval of the Shareholders at the AGM, the proposed final dividend is expected to be paid on or before Friday, July 31, 2026 to Shareholders whose names appear on the register of members of the Company on Friday, July 10, 2026.

– 5 –

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages AGM-1 to AGM-5 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, (i) the grant of the Issue Mandate; (ii) the grant of the Repurchase Mandate; (iii) the extension of the Issue Mandate; (iv) declaration of final dividend; (v) the re-election of retiring Directors, and (vi) the re-appointment of auditor.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.mycarote.com). In order to be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and 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 together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. The completion and return of the form of proxy will not preclude any Shareholders from attending and voting at the meeting if so wish. If the Shareholder attends and votes in person at the AGM, the instrument appointing the proxy will be deemed to have been revoked.

CLOSURE OF REGISTER OF MEMBERS

For the purposes of determining the eligibility of the Shareholders to attend and vote at the 2026 AGM, the register of members of the Company will be closed from Tuesday, May 26, 2026 to Friday, May 29, 2026 (both days inclusive), during which period no transfer of Shares will be registered. All properly completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, May 22, 2026, for registration.

For the purposes of determining the entitlement of the Shareholders to the proposed final dividend, the register of members of the Company will be closed from Wednesday, July 8, 2026 to Friday, July 10, 2026 (both days inclusive), during which period no transfer of Shares will be registered. All properly completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Tuesday, July 7, 2026, for registration.

VOTING BY POLL

According to Rule 13.39 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. Therefore, all the resolutions set out in the notice of AGM will be taken by way of poll and an announcement will be made after the AGM. Separately, holders of treasury shares (if any) shall abstain from voting on matters that require shareholders’ approval at the Company’s general meetings.

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LETTER FROM THE BOARD

On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorized representative) shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it has in the same manner. For the avoidance of doubt and for the purposes of the Listing Rules, holders of treasury shares (if any) shall abstain from voting on matters that require shareholders’ approval at the Company’s general meetings.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM as at the Latest Practicable Date. Separately, holders of treasury Shares (if any) shall abstain from voting on matters that require Shareholders’ approval at the Company’s general meetings.

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.

RECOMMENDATION

The Directors believe that the grant of the Issue Mandate and the Repurchase Mandate, declaration of final dividend, the re-election of retiring Directors, and the re-appointment of the auditor are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of the AGM on pages AGM-1 to AGM-5.

Yours faithfully, For and on behalf of the Board

CAROTE LTD Mr. ZHANG Guodong Chairman of the Board

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to the Shareholders 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.

1. ISSUED SHARES

As at the Latest Practicable Date, the issued share capital of the Company comprised of 550,801,100 Shares and the 4,201,500 treasury shares held by the Company.

Subject to the passing of the ordinary resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution, the Directors would be authorised to repurchase up to a maximum of 55,080,110 Shares, representing 10% of the issued Shares (excluding treasury shares) as at the Latest Practicable Date during the period up to (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 or any applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.

2. REASONS FOR THE REPURCHASE

The Directors consider that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

Under the Listing Rules, the Company will either (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares held in treasury will be subject to the terms of the share issuance mandate in ordinary resolution no. 5 and made in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.

To the extent that any treasury shares are deposited with Central Clearing and Settlement System (“ CCASS ”) pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company’s own name as treasury shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

treasury shares or cancel them, in each case before the record date for the dividends or distributions or take any other 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.

3. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available under the Cayman Islands law and the Memorandum and Articles for such purpose.

4. IMPACT ON WORKING CAPITAL OR GEARING LEVEL

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and 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 December 31, 2025). The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

5. SHARE PRICES

The highest and lowest market prices at which the Shares had been traded on the Stock Exchange during the previous 12 months and up to the Latest Practicable Date were as follows:

	Per Share
Months	Highest	Lowest
	HK$	HK$
2025
April	5.500	3.340
May	5.970	4.690
June	6.260	5.030
July	5.410	4.680
August	5.150	4.400
September	5.200	4.490
October	4.740	4.040
November	5.190	4.350
December	4.960	4.470
2026
January	5.450	4.280
February	5.130	4.580
March	5.020	4.230
April (up to and including the Latest Practicable Date)	5.000	4.620

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

6. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their Close Associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM.

No Core Connected Person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to make repurchases of Shares when the Repurchase Mandate is approved and exercised.

7. UNDERTAKING OF THE DIRECTORS

The Directors have confirmed that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands, and in accordance with the regulations set out in the Memorandum and Articles.

The Directors have confirmed that neither the explanatory statement set out in Appendix I to this circular nor the proposed share repurchase has unusual features.

8. EFFECT OF TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such an increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert 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. The Directors are not aware of any Shareholders, or a group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code in the event that the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

As at the Latest Practicable Date, so far as the Directors are aware, the following Shareholders were interested in more than 5% of the Shares then in issue (excluding treasury Shares):

				Approximate
				percentage of
			Approximate	shareholding
			percentage	if Repurchase
	Capacity/Nature of	Number of	of existing	Mandate is
Name of Shareholders	Interest	Shares held	shareholding	exercised in full
Mr. Zhang Guodong	Interest in a controlled	405,658,600	73.65%	81.83%
(“Mr. Zhang”)(Note 2, 3)	corporation
Ms. Lyu Yili (“Ms. Lyu”)	Interest in a controlled	404,056,600	73.36%	81.51%
(Note 2)	corporation
Yili Investment Holdings	Beneficial interest	404,056,600	73.36%	81.51%
Ltd (“Yili Investment”)
Yili Capital Ltd	Interest in a controlled	404,056,600	73.36%	81.51%
(“Yili Capital”)(Note 2)	corporation
Guodong Capital Ltd (“Guodong	Interest in a controlled	405,658,600	73.65%	81.83%
Capital”)(Note 2, 3)	corporation

Notes:

• (1) All interests stated are long positions.

• (2) This includes 404,056,600 Shares held by Yili Investment. Yili Investment is held as to 55% by Yili Capital and 45% by Guodong Capital, whereas Yili Capital is in turn wholly-owned by Ms. Lyu and Guodong Capital is in turn wholly-owned by Mr. Zhang. Each of Mr. Zhang, Ms. Lyu, Guodong Capital and Yili Capital is deemed to be interested in the same number of Shares that are held by Yili Investment under the SFO.

• (3) This includes 1,602,000 Shares held by Carote CM Limited Partnership (“ Carote CM ”), whereby its general partner Guodong Capital is a company wholly-owned by Mr. Zhang. Each of Guodong Capital and Mr. Zhang is deemed to be interested in the same number of Shares that are held by Carote CM under the SFO.

The Directors have no present intention to exercise the Repurchase Mandate to the extent that will result in a requirement of any of the above Shareholder(s) or any other persons to make a mandatory offer in accordance with Rule 26 of the Takeovers Code or the number of Shares in the hands of the public would fall below the prescribed minimum percentage of 25%. The Directors will exercise the powers conferred by the Repurchase Mandate to repurchase Shares in circumstances, which they deem appropriate for the benefits of the Company and the Shareholders as a whole.

9. SHARES REPURCHASE MADE BY THE COMPANY

The Company has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

The details of the retiring Directors who will offer themselves for re-election at the AGM, are set out below:

Ms. Yeung Shuet Fan Pamela (楊雪芬), aged 52, is our independent non-executive director. She is responsible for supervising and providing independent judgement to the Board.

Ms. Yeung is an expert in capital markets and structured products with over 16 years of experience in investment banking. She began her career in capital markets investment banking. From 2017 to 2021, Ms. Yeung served as Managing Director at Barclays Asia Limited, where she was responsible for the equity capital markets business. From 2014 to 2015, she was the Managing Director of the Capital Markets Department at Standard Chartered Bank (Hong Kong) Limited. From 2007 to 2014, she served as Director of Asia Pacific Capital Markets at Citigroup Global Markets Asia Limited.

Ms. Yeung also possesses extensive experience serving on the boards of Hong Kong-listed companies. From October 2021 to September 2023, she served as an Executive Director of Arta TechFin Corporation Limited (a company listed on the Stock Exchange, Stock Code: 279), and served as its Chief Financial Officer from November 2022 to September 2023.

Ms. Yeung obtained a Bachelor’s degree in Business Administration from the University of Southern California in 1996.

As at the Latest Practicable Date, Ms. Yeung was not interested in any Shares within the meaning of Part XV of the SFO.

Ms. Yeung has entered into an appointment letter by the Company as an independent non-executive director for an initial term of three years commencing from October 2, 2024. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Ms. Yeung is entitled to Director’s fee of HK$240,000 per year.

Save as disclosed above, Ms. Yeung does not (i) hold any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past 3 years; (ii) hold any other major positions in the Company and its major subsidiaries; (iii) have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) have other major appointments or professional qualifications.

Mr. Shi Zhoufeng (施周峰), aged 43, is our independent non-executive director. He is responsible for supervising the Board and providing independent judgment to the Board.

Mr. Shi has over 16 years of experience in financial management, auditing, and board secretarial matters. From October 2008 to May 2015, Mr. Shi worked at Huapu Tianjian Certified Public Accountants (special general partnership) (now known as RSM China (special general partnership)), where his last position was business director. From June 2015 to October 2019, Mr. Shi served as a senior project manager in the Investment Banking Department of Guoyuan Securities Co., Ltd. (a company listed on the Shenzhen Stock Exchange, stock code: 000728). From November 2019 to March 2021, Mr. Shi

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

served as the financial controller of Hefei Xinhuicheng Microelectronics Co., Ltd. (now known as Hefei Xinhuicheng Microelectronics Co., Ltd., a company listed on the Shanghai Stock Exchange, stock code: 688403) (“ Xinhuicheng Semiconductor ”). From March 2021 to November 2022, he served as the secretary to the board and Chief Financial Officer of Xinhuicheng Semiconductor, responsible for the company’s financial management and internal control system construction. From December 2022 to July 2023, and subsequently from February 2024 to September 2024, Mr. Shi served as the Chief Financial Officer of Wuhan Innosilicon Holding Group Co., Ltd. (a company primarily engaged in semiconductor IP licensing and chip customization services, now renamed Innosilicon Technology (Beijing) Co., Ltd.). Since October 2024, he has been the Chief Financial Officer of Jade Bird Display (Shanghai) Co., Ltd.

Mr. Shi has served as an independent non-executive director of Carote Ltd (a company listed on the Stock Exchange, stock code: 2549) since September 2024, and as an independent non-executive director of Ocean Family (Zhejiang) Co., Ltd. since May 2025.

Mr. Shi obtained a Bachelor’s degree in Accounting from Henan Polytechnic University in China in July 2006. Mr. Shi obtained the Certified Public Accountant (CPA) certificate issued by the Anhui Institute of Certified Public Accountants in March 2014, and obtained the Anhui Provincial Professional and Technical Qualification Certificate (Senior Accountant) issued by the Anhui Provincial Department of Human Resources and Social Security in December 2021. In August 2022, Mr. Shi obtained the Board Secretary Qualification issued by the Shanghai Stock Exchange.

Mr. Shi has entered into an appointment letter by the Company as an independent non-executive director for an initial term of three years commencing from October 2, 2024. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Shi is entitled to Director’s fee of HK$240,000 per year.

As at the Latest Practicable Date, Mr. Shi did not hold any Shares and underlying Shares, within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Shi does not (i) hold any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past 3 years; (ii) hold any other major positions in the Company and its subsidiaries; (iii) have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) have other major appointments or professional qualifications.

Save as disclosed above, there are no other matters concerning the re-elections of Ms. Yeung and Mr. Shi that need to be brought to the attention of the Shareholders nor is there any information need to be disclosed pursuant to the requirements of Rules 13.51(2) of the Listing Rules.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

NOMINATION POLICY AND PROCESS FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS

The Nomination Committee and the Board have followed the nomination policy and the board diversity policy for the re-appointment of Ms. Yeung and Mr. Shi as independent non-executive Directors. In reviewing the structure of the Board, the Nomination Committee and the Board will consider board diversity from a number of aspects, including but not limited to gender, age, cultural and educational background, professional qualifications, skills, knowledge, length of service, and industry and regional experience. All Board appointments will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board’s composition.

With reference to the past contributions made by Ms. Yeung and Mr. Shi to the Company during their respective tenures, their qualifications and their experience in capital investment and financial management, the Board is of the view that Ms. Yeung and Mr. Shi can bring sound professional judgment and valuable contributions to the Board and enhance the Board’s diversity.

Ms. Yeung and Mr. Shi, being the independent non-executive Directors of the Company eligible for re-election at the AGM, have each made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. After considering all the factors for assessing independence as set out in Rule 3.13 of the Listing Rules and the annual confirmations of independence from Ms. Yeung and Mr. Shi, the Company is of the view that Ms. Yeung and Mr. Shi meet the independence guidelines set out in Rule 3.13 of the Listing Rules and are independent in accordance with the terms of the guidelines.

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NOTICE OF THE AGM

CAROTE LTD 卡羅特（商業）有限公司

(an exempted company incorporated in the Cayman Islands with limited liability)

(Stock Code: 2549)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of CAROTE LTD (the “ Company ”) will be held at Conference Room, 5th Floor, Unit 2, Tower 6, Sunshine City, Xiaoshan District, Hangzhou City, Zhejiang Province, China on Friday, May 29, 2026 at 10:00 a.m. to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “ Directors ”) and the auditor of the Company for the year ended December 31, 2025;

2. To declare a final dividend for the year ended December 31, 2025.

3. (a) To re-elect Ms. Yeung Shuet Fan Pamela as an independent non-executive director.

4. (b) To re-elect Mr. Shi Zhoufeng as an independent non-executive director.

5. (c) To authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors.

6. To re-appoint PricewaterhouseCoopers as the Company’s auditors and to authorise the Board to fix its remuneration.

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

1. “ THAT :

2. (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares (including any sale or transfer of treasury shares out of treasury) and to make or grant offers, agreements and options, including warrants to subscribe for shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

– AGM-1 –

NOTICE OF THE AGM

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might require the exercise of such powers after the end of the Relevant Period (as defined below);

• (c) the total number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the issue of shares under a share scheme that complies with Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) (the “ Stock Exchange ”); or (iii) any scrip dividend or similar arrangements providing for the allotment and issue 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:

• (aa) 20% of the total number of issued shares of the Company (excluding treasury shares) on the date of the passing of this resolution; and

• (bb) the aggregate number of any shares of the Company repurchased by the Company (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) subsequent to the passing of this resolution up to a maximum equivalent to 10% of the total number of issued shares of the Company (excluding treasury shares) on the date of the passing of this resolution, and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes 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 articles of association of the Company, the Companies Act, or any other applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company at general meeting revoking or varying the authority given to the Directors by this resolution;

– AGM-2 –

NOTICE OF THE AGM

“ Rights Issue ” means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares on the register on a fixed record date in proportion to their then holdings of shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong);

• (e) any reference to an allotment, issue, grant, offer or disposal of shares of the Company shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, warrants, options or similar rights to subscribe for shares in the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.”

• “ THAT :

• (a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the issued shares of the Company on the Stock Exchange or any other stock exchange on which the shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the total number of shares of the Company which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10% of the total number of the issued shares of the Company (excluding treasury shares) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purposes 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;

– AGM-3 –

NOTICE OF THE AGM

• (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, the Companies Act, or any other applicable laws of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company at general meeting revoking or varying the authority given to the Directors by this resolution.”

• “ THAT conditional upon resolutions nos. 5 and 6 above being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to resolution no. 5 above be and hereby extended by the addition to the total number of shares of the Company which may be allotted by the Directors pursuant to such general mandate of the total number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution no. 6 above, provided that such number of shares shall not exceed 10% of the total number of the issued shares of the Company (excluding treasury shares) at the date of passing of this resolution.”

By order of the Board of CAROTE LTD Mr. ZHANG Guodong Chairman of the Board

Hang Zhou, April 29, 2026

Registered office: Headquarters and principal place of Harneys Fiduciary (Cayman) Limited business in China: 4th Floor, Harbour Place 3rd–5th Floor, Unit 1, Tower 6, 103 South Church Street Sunshine City, Xiaoshan District, P.O. Box 10240 Hangzhou City, Zhejiang Province, Grand Cayman KY1-1002 China Cayman Islands

Notes:

1. Capitalised terms in this notice which are not defined have the meanings ascribed to them in the circular of the Company dated April 29, 2026 in respect of the matters stated in this notice.

2. A member entitled to attend and vote at the annual general meeting of the Company convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his or her behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. 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.

– AGM-4 –

NOTICE OF THE AGM

1. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, 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 not less than 48 hours before the time for holding the meeting or any adjourned meeting. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof, should he or she so wish.

2. The register of members of the Company will be closed from Tuesday, May 26, 2026 to Friday, May 29, 2026 both days inclusive, during which period no transfers of shares shall be effected. In order to qualify for attending the forthcoming annual general meeting of the Company, all properly completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong 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 May 22, 2026.

3. In relation to proposed resolutions nos. 5 and 7 above, approval is being sought from the shareholders of the Company for the grant to the directors of the Company a general mandate to authorise the allotment and issue of shares of the Company under the Listing Rules. The directors of the Company have no immediate plans to issue any new shares of the Company other than shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders of the Company.

4. In relation to proposed resolution no. 6 above, the directors of the Company wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of which this notice forms part.

– AGM-5 –