THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 C&N Holdings Limited (the “Company”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

C&N Holdings Limited

春能控股有限公司*

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8430)

(1) PROPOSED GENERAL MANDATES
TO ISSUE SHARES AND TO REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF DIRECTORS;
(3) PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT;
(4) AMENDMENTS TO THE SHARE OPTION SCHEME
AND
(5) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at No 3 Soon Lee Street, #06–03 Pioneer Junction, Singapore 627606 on Monday, 30 June 2025 at 10:30 a.m. is set out on pages 30 to 35 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the Company at http://www.cnlimited.com.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

This circular will remain on the HKEX website at www.hkexnews.hk on the “Latest Listed Company Information” page for at least 7 days from the date of its posting and on the website of the Company at http://www.cnlimited.com.

For identification purposes only
5 June 2025

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

CONTENTS

Page

Definitions 1

Letter from the Board 4
Introduction 4
Issue Mandate and Repurchase Mandate 4
Explanatory Statement 6
Re-election of Directors 6
Refreshment of Scheme Mandate Limit 7
Amendments to the Share Option Scheme 8
AGM 10
Responsibility Statement 11
Recommendation 11
Closure of Register of Members 11
General 11
Miscellaneous 12

Appendix I — Explanatory Statement on Repurchase Mandate 13

Appendix II — Details of the Directors to be Re-elected 17

Appendix III — Principal Terms of the Amended Share Option Scheme 19

Notice of AGM 30

ii -

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 No 3 Soon Lee Street, #06-03 Pioneer Junction, Singapore 627606 on Monday, 30 June 2025 at 10:30 a.m., notice of which is set out on pages 30 to 35 of this circular

"Amended Share Option Scheme"
the Share Option Scheme as amended by incorporating the amendments to be approved at the AGM

"Articles"
the articles of association of the Company, as amended, supplemented or otherwise modified from time to time and the "Article" shall mean an article of the Articles

"Board"
the board of Directors

"close associate(s)"
has the meaning ascribed to this term under the GEM Listing Rules

"Company"
C&N Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM

"Companies Act"
the Companies Act (as Revised) of the Cayman Islands as amended from time to time

"Director(s)"
the director(s) of the Company from time to time

"Eligible Persons"
(1) Under the existing Share Option Scheme means:

(a) any employee (who are in full-time employment, including any executive Director) of our Company, any of its subsidiaries ("Subsidiaries") or any entity ("Invested Entity") in which our Group holds an equity interest ("SOS Eligible Employee");

(b) any non-executive directors (including independent non-executive Directors) of our Company, any Subsidiaries or any Invested Entity;

(d) any customer of any member of our Group or any Invested Entity;

DEFINITIONS

(e) any person or entity that provides research, development or other technological support to any member of our Group or any Invested Entity;

(f) any shareholder of any member of our Group or any Invested Entity or any holder of any securities issued by any member of our Group or any Invested Entity;

(g) any adviser (professional or otherwise) or consultant to any area of business or business development of any member of our Group or any Invested Entity;

(h) any other group or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangement and growth of our Group; and

(i) an associate of any of the persons referred to in paragraphs (a) to (h) above.

(2) Under the Amended Share Option Scheme means:

(a) Directors (including independent non-executive Directors) and employees of any member of the Group (including persons who are granted Options under this Scheme as an inducement to enter into employment contracts with any member of the Group) (“Employee Participants”)

“GEM” GEM operated by the Stock Exchange

“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM

“Group” the Company and its subsidiaries from time to time

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution granting such mandate

“Latest Practicable Date” 2 June 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

DEFINITIONS

"Memorandum and Articles of Association"
the existing memorandum and articles of association of the Company, as amended from time to time

"Options"
the options granted under the Share Option Scheme to subscribe for Shares in accordance with the terms thereof

"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution granting such mandate

"Scheme Mandate Limit"
the maximum number of Shares which may be issued in respect of all Options or awards to be granted under the Share Option Scheme or any other schemes which initially shall not in aggregate exceed 10% of the Shares in issue (excluding Treasury Shares, if any) as at the date of approval of the Share Option Scheme by the Shareholders and thereafter, if refreshed shall not exceed 10% of the Shares in issue (excluding Treasury Shares, if any) as at the date of approval of the refreshed limit by the Shareholders

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)"
ordinary share(s) of HK$0.20 each in the share capital of the Company

"Share Option Scheme"
the share option scheme adopted by the Company on 25 September 2017

"Shareholder(s)"
holder(s) of the issued Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Substantial shareholder(s)"
has the same meaning ascribed to it under the GEM Listing Rules

"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers

"Treasury Share(s)"
has the same meaning ascribed to it under the GEM Listing Rules

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"%"
per cent.

LETTER FROM THE BOARD

C&N Holdings Limited

春能控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8430)

Executive Director:
Ms. Fung Mee Kuen

Independent non-executive Directors:
Mr. Cheung Wai Kin
Ms. Wong Shuk Yee Camilla
Ms. Li HongJing

Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands

Head office and principal place of business in Hong Kong:
21st Floor, CMA Building
64 Connaught Road Central,
Hong Kong

5 June 2025

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the Issue Mandate and the Repurchase Mandate, (ii) the re-election of retiring Directors, (iii) refreshment of Scheme Mandate Limit, (iv) amendments to the Share Option Scheme, and (v) the notice of the AGM.

ISSUE MANDATE AND REPURCHASE MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the Issue Mandate and the Repurchase Mandate.

For identification purposes only

LETTER FROM THE BOARD

Issue Mandate

At the AGM, an ordinary resolution will be proposed such that the Directors be given a general and unconditional mandate (i.e. the Issue Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution granting such mandate.

In addition, a separate ordinary resolution will further be proposed for extending the Issue Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 166,835,200 Shares in issue. Subject to the passing of the resolutions for the approval of the Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Issue Mandate to allot, issue and deal with a maximum of 33,367,040 Shares.

Repurchase Mandate

The Board notes that with effect from 11 June 2024, the GEM Listing Rules have been amended to remove the requirement to cancel repurchased shares and enable listed issuers to hold repurchased shares in treasury in accordance with the laws of their places of incorporation and their constitutional documents, and adopting a framework of the GEM Listing Rules to govern the resale of Treasury Shares (the "New Treasury Shares Regime").

The Directors believe that the New Treasury Shares Regime will provide the Company with greater flexibility to repurchase and resell Shares so that the Company has additional channels to manage the capital structure of the Company. As such, at the AGM, an ordinary resolution will also be proposed such that the Directors be given a general and unconditional mandate to repurchase issued and fully paid Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution granting such Mandate.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 16,683,520 Shares.

LETTER FROM THE BOARD

The Issue Mandate (including the extension of the Issue Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issue Mandate (including the extension of the Issue Mandate) and the Repurchase Mandate until 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, the Companies Act or any applicable laws of the Cayman Islands to be held; or (iii) the passing of an ordinary resolution by the Shareholders in a general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors.

The Company does not have any plan to issue new shares under the Issue Mandate or repurchase shares under the Repurchase Mandate as at the Latest Practicable Date.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement is to provide the Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to grant the Directors the Repurchase Mandate at the AGM.

RE-ELECTION OF DIRECTORS

The Board currently consists of four Directors, namely Ms. Fung Mee Kuen as executive Director; and Mr. Cheung Wai Kin, Ms. Wong Shuk Yee Camilla and Ms. Li HongJing as independent non-executive Directors.

According to Article 84(1), at each annual general meeting one-third of the Directors for the time being (or, if their 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 an annual general meeting at least once every three years.

According to Article 83(3), any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Company after his/her appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Ms. Fung Mee Kuen and Ms. Li HongJing, shall retire by rotation at the AGM in accordance with Article 84(1). All the above retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

LETTER FROM THE BOARD

REFRESHMENT OF SCHEME MANDATE LIMIT

The Share Option Scheme was adopted by the Shareholders on 25 September 2017. Apart from the Share Option Scheme, the Company has no other share option scheme or share award scheme currently in force. During the term of the Share Option Scheme up to the Latest Practicable Date, a total of 7,040,000 Options have been granted, which 3,200,000 Options (320,000 Options were granted to Mr. Chua Kang Lim, 320,000 Options were granted to Ms. Chau Sui Feng, who were the executive directors at the date of grant and 2,560,000 were granted to eligible employees), 3,123,200 Options (all were granted to eligible employees) of the Company, 716,800 (all were granted to eligible employees) were granted on 21 May 2021, 20 January 2022 and 12 April 2022 respectively. The total of 3,308,800 Options were exercised, which 640,000 share options were exercised by the eligible Directors on 16 August 2021 and 2,668,800 share options were exercised by the eligible employees during the year ended 31 December 2022. All the remaining share options was lapsed at the end of the respective exercisable period. As at the Latest Practicable Date, there were no outstanding options granted but not yet exercised under the Share Option Scheme.

The purpose of the Share Option Scheme is to give the Eligible Persons an opportunity to have a personal stake in our Company and help motivate them to optimise their future contributions to the Group and/or to reward them for their past contributions, to attract and retain or otherwise maintain on-going relationships with such Eligible Persons who are significant to and/or whose contributions are or will be beneficial to the performance, growth or success of the Group, and to enable the Group to attract and retain individuals with experience and ability and/or to reward them for their past contributions.

The Board considers that the refreshment of the Scheme Mandate Limit is in the interests of the Company and the Shareholders as a whole as it provides more flexibility for the Company to motivate Eligible Persons for their future contributions to the Group and/or to reward them for their past contributions, and to maintain on-going relationships with them.

As at the Latest Practicable Date, there were 166,835,200 Shares in issue. If the Scheme Mandate Limit is refreshed and assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the Annual General Meeting, the maximum number of Shares which may be issued upon exercise of all Options to be granted under the Share Option Scheme and other share option schemes of the Company will be 16,683,520 Shares, being 10% of the Shares in issue (excluding Treasury Shares, if any) as at the Latest Practicable Date. Currently the Company has no intention to grant any Options under the refreshed Scheme Mandate Limit, and the Company has no intention to grant any Options with performance-related elements under the Share Option Scheme to the independent non-executive Directors of the Company.

LETTER FROM THE BOARD

The refreshment of the Scheme Mandate Limit is conditional upon:

(i) the passing of an ordinary resolution by the Shareholders to approve the refreshment of the Scheme Mandate Limit at the Annual General Meeting; and
(ii) the GEM Listing Committee granting the approval of the listing of, and permission to deal in, such number of Shares, representing 10% of the issued Shares (excluding Treasury Shares, if any) as at the date of the Annual General Meeting, which may fall to be allotted and issued pursuant to the exercise of the Options that may be granted under the Scheme Mandate Limit so refreshed.

Application will be made to the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares that may be issued pursuant to the exercise of the Options that may be granted under the refreshed Scheme Mandate Limit. The Company does not have any plan to grant share options or awards under the Amended Share Option Scheme as at the Latest Practicable Date.

AMENDMENTS TO THE SHARE OPTION SCHEME

The Board proposed to amend the Share Option Scheme to align with the amendments to Chapter 23 of the GEM Listing Rule relating to share option schemes which will come into effect on 1 January 2023.

The major amendments to the Share Option Scheme are summarized below:

Options under the Amended Share Option Scheme may be granted to the Employee Participants only.
The Company may seek approval by the Shareholders in general meeting for refreshing the Scheme Mandate Limit under the Amended Share Option Scheme after three years from the date of Shareholders' approval for the last refreshment. Any refreshment within any three year period must be approved by Shareholders subject to the requirements under Rule 23.03C(1) of the GEM Listing Rules.
The vesting period for Options shall not be less than 12 months, except under certain specific circumstances set out below.
Subject to the Stock Exchange granting the necessary waiver, a grantee may transfer to a vehicle for the benefit of the grantee and any family members of such grantee that would continue to meet the purpose of the Amended Share Option Scheme and comply with other requirements of Chapter 23 of the GEM Listing Rules.
The total number of Shares which may be issued in respect of all Options or awards to be granted under all of the schemes of the Company under the Scheme Mandate Limit as refreshed must not exceed 10% of the Shares in issue (excluding Treasury Shares, if any) as at the date of approval of the refreshed Scheme Mandate Limit.
8 -

LETTER FROM THE BOARD

The restricted definition of “Employee Participants” refers to Directors (including independent non-executive Directors) and employees of any member of the Group. This would give the Company the flexibility of rewarding independent non-executive Directors in situations where the Board considers to be appropriate having regard their contribution and prevailing remuneration practices of peer companies and the market generally so that the Company can maintain competitiveness with peer companies. Whilst not involved in the day to day operations of the Group, an independent non-executive Director may contribute towards the Group’s development and business by providing independent insight and advice to the Company with their industry knowledge and professional background. The Company considers that it may be appropriate in those circumstances to grant Options to align the interests of the independent non-executive Director with Shareholders as a whole and to allow the independent non-executive Director to be rewarded in part through equity in the Company.

When considering any future grants of Options to any independent non-executive Director, the Remuneration Committee and the Board will take into account (i) the prevailing market benchmarks for remuneration of independent directors; (ii) the time and effort devoted by the independent non-executive Director in his/her capacity as such; and (iii) whether such grant would affect his/her independence under Rule 5.09 (in particular Rule 5.09(1)) of the GEM Listing Rules. Share Options, if and when granted to any independent non-executive Director, will not include any performance based elements nor will they form the independent non-executive Director’s entire remuneration package.

As at the Latest Practicable Date, the Board has no intention to grant any Share Options to any independent non-executive Directors.

In accordance with Rule 23.03F of the GEM Listing Rules, the vesting period for Options shall not be less than 12 months. Options granted to Employee Participants may be subject to a shorter vesting period under the following circumstances:

(a) grants of Options with performance-based vesting conditions as determined by the Board, in lieu of time-based vesting criteria;

(b) grants of Options with a mixed or accelerated vesting schedule such as where the awards may vest evenly over a period of 12 months; and

In respect of (a) above, a performance based vesting condition may be satisfied within 12 months; in respect of (b) above, Options with mixed or accelerated vesting schedule spread evenly over 12 months starting from the date of grant may result in some of the Options being vested within 12 months; in respect of (c) above, although the total vesting period is over 12 months, some of the Options may vest within 12 months. This discretion gives the Company more flexibility to (i) provide higher incentives when attracting talent; (ii) reward exceptional performers with accelerated vesting; and (iii) grant Options in exceptional circumstances where justified, which is in line with the purpose of the Amended Share Option Scheme. To ensure the practicability in fully achieving the purpose of the Share Option Scheme, the Board and the Remuneration Committee consider that (i) there are certain instances where a strict 12-month vesting requirement may not work or would be unfair to holder(s) of the Options; (ii) there is a

LETTER FROM THE BOARD

need for the Company to retain flexibility to reward exceptional performers with accelerated vesting or in exceptional circumstances where justified; (iii) the Company should be allowed discretions to formulate its own talent recruitment and retention strategies in response to changing market conditions and industry competition; and (iv) the Company should have flexibility to impose vesting conditions such as performance-based vesting conditions in lieu of time-based vesting criteria depending on individual circumstances. As such, the Board and the Remuneration Committee are of the view that the shorter vesting period as described above is appropriate and aligns with the purpose of the Amended Share Option Scheme. The Board and the remuneration committee consider that it is reasonable and appropriate that a shorter vesting period may be imposed under the above circumstances which would still enable such grant of Options (including grants to directors and/or senior manager) to align with the purpose of the Amended Share Option Scheme.

The principal terms of the Amended Share Option Scheme are set out in Appendix III to this Circular.

As at the Latest Practicable Date, none of the Directors, controlling Shareholders or substantial Shareholders or any of their respective close associates has any interest in business which competes with or may compete with the business of the Group or has any other conflict of interests which any person has or may have with the Group.

As at the Latest Practicable Date, no trustee has been appointed to administer and implement the Amended Share Option Scheme. If a trustee is appointed by the Company in the future, such trustee will be independent of the Company and its connected person in accordance with the GEM Listing Rules and shall comply with the requirement regarding voting arrangement as set out under Rule 23.05A of the GEM Listing Rules.

AGM

A notice convening the AGM to be held at No 3 Soon Lee Street, #06-03 Pioneer Junction, Singapore 627606 on Monday, 30 June 2025 at 10:30 a.m. is set out on pages 30 to 35 of this circular. Resolutions will be proposed at the AGM to approve, among other things, the ordinary resolutions in relation to the Issue Mandate (including the extension of the Issue Mandate), the Repurchase Mandate, the re-election of Directors, refreshment of Scheme Mandate Limit and the amendments to the Share Option Scheme.

A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the Company at http://www.cnlimited.com. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

LETTER FROM THE BOARD

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of 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. As such, all the resolutions set out in the notice of the AGM will be voted by poll.

No Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 consider the proposed grant of the Issue Mandate (including the extension of the Issue Mandate), the Repurchase Mandate, the proposed re-election of Directors, refreshment of Scheme Mandate Limit and the amendments to the Share Option Scheme are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining shareholders' entitlements to attend and vote at the AGM, the transfer books and the register of members of the Company will be closed from Tuesday, 24 June 2025 to Monday, 30 June 2025 (both days inclusive), during which period no transfer of shares will be effected. In order to establish the rights to attend and vote at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong no later than 4:00 p.m. on Monday, 23 June 2025.

GENERAL

Your attention is also drawn to the appendices to this circular.

LETTER FROM THE BOARD

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

The full terms of the Amended Share Option Scheme will be published on the website of the Stock Exchange and the website of the Company for a period of 14 days before the date of the Annual General Meeting (including the date of the Annual General Meeting) and can be inspected at the Annual General Meeting.

Yours faithfully,

By Order of the Board

C&N Holdings Limited

Ms. Fung Mee Kuen

Executive Director

12 -

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required pursuant to Rule 13.08 of the GEM Listing Rules, to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution at the AGM to approve the Repurchase Mandate.

1. NUMBER OF SHARES WHICH MAY BE REPURCHASED

As at the Latest Practicable Date, there was a total of 166,835,200 Shares in issue. Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 16,683,520 Shares (representing 10% of the total number of issued share (excluding Treasury Shares, if any) as at the date of passing of the resolution) during the period ending on 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, the Companies Act or any applicable laws of the Cayman Islands to be held; and (iii) the passing of an ordinary resolution by the Shareholders in a general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors.

2. REASONS FOR PROPOSED REPURCHASE OF SHARES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on GEM. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share of the Company and will be only made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

The Company may, subject to the market conditions and the capital management needs of the Group at the relevant time of the repurchase(s), cancel the repurchased shares or hold the repurchased Shares as Treasury Shares.

In respect of the Treasury Shares deposited in the CCASS for resale on the Stock Exchange, the Company shall:

(i) procure its brokers not to give any instructions to the HKSCC to vote at the Company's general meeting;

(ii) in the case of dividends or distributions, withdraw the Treasury Shares from the CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividend or distribution; and

(iii) take any other appropriate measures to ensure that it shall not exercise any shareholders' rights or receive any entitlements, which would otherwise be suspended under the relevant laws if those shares were registered in the issuer's own name as Treasury Shares.

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

The Repurchase Mandate will only be exercised when the Directors believe that such purchases will benefit the Company and the Shareholders as a whole. The Directors have no present intention to repurchase any Shares.

3. SOURCE OF FUNDS

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company will not repurchase the Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

4. EFFECT OF EXERCISING THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2024) in the event that the Repurchase Mandate is exercised in full at any time during the Relevant Period. 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 the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

5. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquires, any of their respective close associates (as defined in the GEM Listing Rules), has any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM.

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Articles, the GEM Listing Rules and the applicable laws of the Cayman Islands.

7. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 the Takeovers Code.

As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders' interests, could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

14 -

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 5% or more of the issued capital of the Company. Their respective interest as at the Latest Practicable Date is shown under the column “Before repurchase” while their respective interest in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the ordinary resolution in relation to the Repurchase Mandate to be proposed at the AGM (and assuming that the issued share capital of the Company remains unchanged up to the date of the AGM) is shown under the column “After repurchase”.

Name	Capacity	Number of Shares held	Before repurchase (approx.)	After repurchase (approx.)
Wang Hufei	Beneficial owner	10,471,750 (L)	6.28%	6.98%

(L) = long position of the Shares.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, 156,363,450 Shares, i.e. 93.72% interest, is held by the public. In the event that the Repurchase Mandate was exercised in full, the interest of the public would be decreased from approximately 93.72% to approximately 93.03%. The Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the Directors had no intention to exercise the Repurchase Mandate which may result in the number of the issued Shares in the hands of public falling below the minimum prescribed percentage of 25% as required by the GEM Listing Rules.

8. SHARES REPURCHASE MADE BY THE COMPANY

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

9. CORE CONNECTED PERSON

No core connected persons (as defined in the GEM Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders at the AGM.

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

10. SHARE PRICES

The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months up to the Latest Practicable Date were as follows:

| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| June | 0.190 | 0.160 |
| July | 0.165 | 0.143 |
| August | 0.143 | 0.101 |
| September | 0.107 | 0.100 |
| October | 0.198 | 0.099 |
| November | 0.110 | 0.109 |
| December | 0.109 | 0.097 |
| 2025 | | |
| January | 0.107 | 0.082 |
| February | 0.108 | 0.083 |
| March | 0.116 | 0.090 |
| April | 0.118 | 0.096 |
| May | 0.120 | 0.108 |
| June (up to the Latest Practicable Date) | 0.119 | 0.119 |

GENERAL

The Directors have confirmed that the explanatory statement set out in this circular relating to the Repurchase Mandate that neither the explanatory statement nor the proposed repurchase of Shares has unusual features.

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Detail of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

MS. FUNG MEE KUEN ("MS. FUNG")

Executive Director

Ms. Fung, aged 65, was appointed as our executive Director on 29 September 2021. Ms. Fung has over 20 years' experience in sales and marketing, management and finance industry. She is experienced in financial investment and human resources management. She was a senior management of a sizable finance company which responsible for the risk management, business development, finance and internal control.

An appointment letter has been entered into between the Company and Ms. Fung. Ms. Fung was appointed for an initial term of three years which will continue thereafter until terminated by not less than one month's notice in writing sent by either party to the other. Her appointment is subject to retirement by rotation and other related provisions as stipulated in the Articles of Association.

The annual remuneration of Ms. Fung is HK$120,000 which was determined by the Board with reference to the prevailing market conditions and her roles and responsibilities within the Company.

Save as disclosed above, Ms. Fung does not have, and is not deemed to have any interests, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Saved as disclosed above, Ms. Fung does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the last three years immediately preceding the date of this circular; (iii) have any other major appointments and professional qualifications; and (iv) have any relationship with other Directors, senior management or substantial or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Save as disclosed above, there are no other matters concerning Ms. Fung that need to be brought to the attention of the Shareholders nor is there any information relating to Ms. Fung that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

MS. LI HONGJING ("MS. LI")

Independent Non-Executive Director

Ms. Li, aged 41, was appointed as our independent non-executive Director on 1 July 2024. Ms. Li HongJing has over 15 years of management experience in education and human resources industries.

An appointment letter has been entered into between the Company and Ms. Li. Ms. Li was appointed for an initial term of one year which will continue thereafter until terminated by not less than one month's notice in writing sent by either party to the other. Her appointment is subject to retirement by rotation and other related provisions as stipulated in the Articles of Association.

The annual remuneration of Ms. Li is HK$48,000 which was determined by the Board with reference to the prevailing market conditions and her roles and responsibilities within the Company.

Save as disclosed above, Ms. Li does not have, and is not deemed to have any interests, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Saved as disclosed above, Ms. Li does not (i) hold any other position in the Group; (ii) hold any other directorship in listed public companies in Hong Kong or overseas in the last three years immediately preceding the date of this circular; (iii) have any other major appointments and professional qualifications; and (iv) have any relationship with other Directors, senior management or substantial or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

The Board has received from Ms. Li a confirmation of her independence pursuant to Rule 5.09 of the GEM Listing Rules. Ms. Li also confirmed that (i) she meets the independence criteria as set out in Rule 5.09(1) to (8) of the GEM Listing Rules; (ii) she has no past or present financial or other interests in the business of the Company or its subsidiaries or any connection with any core connected person (as defined under the GEM Listing Rules) of the Company; and (iii) there are no other factors that may affect her independence at the time of her appointment.

Save as disclosed above, there are no other matters concerning Ms. Li that need to be brought to the attention of the Shareholders nor is there any information relating to Ms. Li that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.

APPENDIX III PRINCIPAL TERMS OF THE AMENDED SHARE OPTION SCHEME

The following is a summary of the principal terms of the Amended Share Option Scheme after incorporating the amendments to be approved at the Annual General Meeting.

PURPOSE

The purpose of the Share Option Scheme is to give the Eligible Persons (as defined in the following paragraph) an opportunity to have a personal stake in the Company and help motivate them to optimise their future contributions to the Group and/or to reward them for their past contributions, to attract and retain or otherwise maintain on-going relationships with such Eligible Persons who are significant to and/or whose contributions are or will be beneficial to the performance, growth or success of the Group.

WHO MAY JOIN

The Board may, at its absolute discretion, offer Options to subscribe for such number of Shares in accordance with the terms set out in the Share Option Scheme to:

(a) Directors (including independent non-executive directors) and employees of any member of the Group (including persons who are granted Options under this Scheme as an inducement to enter into employment contracts with any member of the Group) (“Employee Participants”); (the person referred above are the “Eligible Persons”).

The eligibility of the Eligible Persons will be determined by the Board based on the their potential and/or actual contribution to the business and development of the Group.

MAXIMUM NUMBER OF SHARES

The maximum number of Shares which may be issued in respect of all options or awards to be granted under the Scheme and any other schemes of the Group that are funded by the issuance of new Shares or transfer of Treasury Shares shall not in aggregate exceed 10% of the Shares in issue (excluding Treasury Shares, if any) as at the date the Shareholders approve the Scheme Mandate Limit in general meeting (the “Scheme Mandate Limit”). Options lapsed in accordance with the terms of this Scheme will not be regarded as utilised for the purpose of calculating the Scheme Mandate Limit.

If the Company conducts a share consolidation or subdivision after the Scheme Mandate Limit has been approved in general meeting, the maximum number of Shares that may be issued in respect of all Options or awards to be granted under all of the schemes of the Company under the Scheme Mandate Limit 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, rounded to the nearest whole Share.

The Company may seek approval by the Shareholders in general meeting for refreshing the Scheme Mandate Limit under this Scheme after three years from the date of Shareholders’ approval for the last refreshment (or the adoption of this Scheme).

APPENDIX III PRINCIPAL TERMS OF THE AMENDED SHARE OPTION SCHEME

Any refreshment within any three year period must be approved by Shareholders of the Company subject to the following provisions:

(i) any controlling Shareholders and their associates (or if there is no controlling Shareholder, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates) must abstain from voting in favour of the relevant resolution at the general meeting; and

(ii) the Company must comply with the requirements as required under Rules 17.47(6) and 17.47(7) and Rules 17.47A, 17.47B and 17.47C of the GEM Listing Rules or such other provisions as required under Rule 23.03C of the GEM Listing Rules.

The total number of Shares which may be issued in respect of all Options or awards to be granted under all of the schemes of the Company under the Scheme Mandate Limit as refreshed must not exceed 10% of the Shares in issue (excluding Treasury Shares, if any) as at the date of approval of the refreshed Scheme Mandate Limit. The Company must send a circular to the Shareholders containing the number of Options that were already granted under the existing Scheme Mandate Limit, and the reason for the refreshment.

The Company may seek separate approval by the Shareholders in general meeting for granting Options beyond the Scheme Mandate Limit provided the Options in excess of the limit are granted only to Eligible Persons specifically identified by the Company before such approval is sought. The Company must send a circular to the Shareholders containing the name of each specified Eligible Persons who may be granted such Options, the number and terms of the Options to be granted to each Eligible Persons, and the purpose of granting Options to the specified Eligible Persons with an explanation as to how the terms of the Options serve such purpose. The number and terms of Options to be granted to such Eligible Persons must be fixed before Shareholders' approval. In respect of any Options to be granted, the date of the board meeting for proposing such grant should be taken as the date of grant for the purpose of calculating the exercise price under the GEM Listing Rules.

4. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

Where any grant of Options and awards to an Eligible Person would result in the Shares issued and to be issued in respect of all Options and awards granted to such person (excluding any Options and awards lapsed in accordance with the terms of this Scheme) in the 12-month period up to and including the date of such grant representing in aggregate over 1% of the Shares of the Company in issue (excluding Treasury Shares, if any), such grant must be separately approved by Shareholders of the Company in general meeting with such Eligible Person and his/her close associates (or associates if the Eligible Person is a connected person) abstaining from voting. The Company must send a circular to the Shareholders. The circular must disclose the identity of the Eligible Person, the number and terms of the Options and awards to be granted (and those previously granted to such Eligible Person in the 12-month period), the purpose of granting Options and awards to the Eligible Person and an explanation as to how the terms of the Options and awards serve such purpose. The number and terms of the Options and awards to be granted to such Eligible Person must be fixed before

APPENDIX III PRINCIPAL TERMS OF THE AMENDED SHARE OPTION SCHEME

Shareholders’ approval. In respect of any Options and awards to be granted, the date of the board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the exercise price under the GEM Listing Rules.

5. OFFER AND GRANT OF OPTIONS

Subject to the terms of the Share Option Scheme, the Board shall be entitled at any time within 10 years from the Adoption Date to offer the grant of an Option to any Eligible Person as the Board may in its absolute discretion select to subscribe at the exercise price for such number of Shares as the Board may (subject to the terms of the Share Option Scheme) determine (provided the same shall be a board lot for dealing in the Shares on the Stock Exchange or an integral multiple thereof).

6. GRANTING OPTIONS TO CONNECTED PERSONS

Subject to the terms in the Share Option Scheme, only insofar as and for so long as the GEM Listing Rules require, where any offer of Option and awards is proposed to be made to a Director, chief executive or a substantial shareholder (as defined in the GEM Listing Rules) of the Company or any of their respective associates, such offer must first be approved by the Independent Non-Executive Directors of the Company (excluding the Independent Non-Executive Director who or whose associates is the grantee of an Option).

Where any grant of Options or awards to an independent non-executive Director or a substantial shareholder (as defined in the GEM Listing Rules) of the Company, or any of their respective associates, would result in the Shares issued and to be issued in respect of all Options and awards granted (excluding any Options and awards lapsed in accordance with the terms of this Scheme to such person in the 12-month period up to and including the date of such grant) representing in aggregate over 0.1% of the relevant class of shares in issue (excluding Treasury Shares, if any), such further grant of Options and awards must be approved by Shareholders of the Company in general meeting. The Company must send a circular to the Shareholders. The grantee, his/her associates and all core connected persons of the Company must abstain from voting in favour at such general meeting. The Company must comply with the requirements under Rule 23.04 of the GEM Listing Rules.

Any change in the terms of Options and awards granted to an Eligible Person who is a Director, chief executive or substantial shareholder of the Company, or any of their respective associates, must be approved by Shareholders for the Company in the manner as set out in Rule 23.04 of the GEM Listing Rule if the initial grant of the Options and awards requires such approval (except where the changes take effect automatically under the existing terms of the Scheme).

7. RESTRICTION ON THE TIME OF GRANT OF OPTIONS

The Board shall not grant any Option under the Share Option Scheme after inside information has come to its knowledge until such inside information has been announced pursuant to the requirements of the GEM Listing Rules. In particular, no Option shall be granted during the period commencing one month immediately preceding the earlier of the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with

APPENDIX III PRINCIPAL TERMS OF THE AMENDED SHARE OPTION SCHEME

the GEM Listing Rules) for the approval of the Company's results for any year, half-year, quarterly or any other interim period (whether or not required under the GEM Listing Rules) and the deadline for the Company to publish an announcement of its results for any year, half-year, quarterly or any other interim period (whether or not required under the GEM Listing Rules), and ending on the date of the results announcements.

8. MINIMUM HOLDING PERIOD, VESTING AND PERFORMANCE TARGET

The vesting period for Options shall not be less than 12 months. Options granted to Employee Participants may be subject to a shorter vesting period under the following circumstances:

(a) grants of Options with performance-based vesting conditions as determined by the Board, in lieu of time-based vesting criteria;

(b) grants of Options with a mixed or accelerated vesting schedule such as where the awards may vest evenly over a period of 12 months; and

Subject as aforesaid and other provisions of the GEM Listing Rules, the Board may in its absolute discretion when offering the grant of an Option impose any conditions, restrictions or limitations in relation thereto in addition to those set forth in the Share Option Scheme as the Board may think fit (to be stated in the letter containing the offer of the grant of the Option) including (without prejudice to the generality of the foregoing) the achievement of any performance targets by the Company and/or the grantee before the right to exercise the Option in respect of any of the Shares shall vest provided that such terms or conditions shall not be inconsistent with any other terms or conditions of the Share Option Scheme. Proposed performance targets include business, financials, operations and creation of capital value for the Group's business segments (such as increase in revenue and net profit after tax) as well as that for the Employee Participants based on individual performance indicators relevant to their roles and responsibilities (such as revenue growth rate by existing/new markets or by existing/new products, number of new product development, production yield) and such other goals as the Board may determine from time to time depending on factors including the general market environment, development of the business of the Group and industry standards, in each case as specified by the Directors in their sole discretion with the aim of offering meaningful incentives for furthering the purpose of the Scheme. The Directors (or, as the case may be, the Remuneration Committee) will conduct assessment at the end of the performance period by comparing the performance of the business segments and the individual performance of the Employee Participants with the pre-agreed targets to determine whether the targets and the extents to which have been met. No performance targets are required to be achieved by any Option holder before an Option is capable of being exercised by the Option holder except as otherwise imposed by the Directors and stated in the relevant offer letter.

22 -

APPENDIX III PRINCIPAL TERMS OF THE AMENDED SHARE OPTION SCHEME

9. AMOUNT PAYABLE FOR OPTIONS AND OFFER PERIOD

An offer of the grant of an Option shall remain open for acceptance by the Eligible Person concerned for a period of 21 days from the offer date provided that no such grant of an Option may be accepted after the expiry of the effective period of the Share Option Scheme. An Option shall be deemed to have been granted and accepted by the Eligible Person and to have taken effect when the duplicate offer letter comprising acceptance of the offer of the Option duly signed by the grantee together with a remittance in favour of the Company of HK$1.00 by way of consideration for the grant thereof is received by the Company on or before the date upon which an offer of an Option must be accepted by the relevant Eligible Person, being a date no later than 21 days after the offer date (the “Acceptance Date”). Such remittance shall in no circumstances be refundable.

Any offer of the grant of an Option may be accepted in respect of less than the number of Shares in respect of which it is offered provided that it is accepted in respect of board lots for dealing in Shares on the Stock Exchange or an integral multiple thereof and such number is clearly stated in the duplicate offer letter comprising acceptance of the offer of the Option. To the extent that the offer of the grant of an Option is not accepted by the Acceptance Date, it will be deemed to have been irrevocably declined.

10. EXERCISE PRICE

The exercise price in respect of any particular Option shall be such price as the Board may in its absolute discretion determine at the time of grant of the relevant Option (and shall be stated in the letter containing the offer of the grant of the Option) but the exercise price shall not be less than whichever is the highest of:

(a) the nominal value of a Share;

(b) the closing price of a Share as stated in the Stock Exchange’s daily quotations sheet on the offer date, which must be a business day; and

(c) the average closing price of a Share as stated in the Stock Exchange’s daily quotations sheets for the 5 Business Days (as defined in the GEM Listing Rules) immediately preceding the offer date.

11. EXERCISE OF OPTION

(a) An Option shall be exercised within the option period in the manner as set out in this Share Option Scheme, which must not be more than 10 years from the date of grant of the Options, by the grantee (or his or her legal personal representative(s)) by giving notice in writing to the Company stating that the Option is thereby exercised and specifying the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the aggregate exercise price for the Shares in respect of which the notice is given. Within 21 days after receipt of the notice (subject to the terms of the Share Option Scheme) and, where appropriate, receipt of a certificate from the auditors or the independent financial adviser to the Company, the Company shall accordingly allot and issue the

23 -

APPENDIX III PRINCIPAL TERMS OF THE AMENDED SHARE OPTION SCHEME

relevant number of Shares to the grantee (or his or her legal personal representative(s)) credited as fully paid with effect from (but excluding) the relevant exercise date and issue to the grantee (or his or her legal personal representative(s)) share certificate(s) in respect of the Shares so allotted.

(b) The exercise of any Option may be subject to a vesting schedule to be determined by the Board in its absolute discretion, which shall be specified in the offer letter.

(c) The exercise of any Option shall be subject to the members of the Company in general meeting approving any necessary increase in the authorised share capital of the Company.

(d) Subject as hereinafter provided and subject to the terms and conditions upon which the Option was granted, an Option may be exercised by the Grantee at any time during the Option Period, provided that:

(i) in the event that the grantee dies or becomes permanently disabled before exercising an Option (or exercising it in full) and none of the events for termination of employment or engagement pursuant to the terms of the Share Option Scheme exists with respect to such grantee, he or she (or his or her legal representative(s)) may exercise the Option up to the grantee's entitlement immediately prior to the death or permanently disability (to the extent not already exercised) within a period of 12 months following his or her death or permanent disability or such longer period as the Board may determine;

(ii) in the event that the grantee ceases to be an Eligible Person for any reason (including his or her employing company ceasing to be a member of the Group) other than his or her death, permanent disability, retirement pursuant to such retirement scheme applicable to the Group at the relevant time or the transfer of his or her employment to an affiliate company or the termination of his or her employment with the relevant member of the Group by resignation or culpable termination, the Option (to the extent not already exercised) shall lapse on the date of cessation of such employment and not be exercisable unless the Board otherwise determines in which event the Option (or such remaining part thereof) shall be exercisable within such period as the Board may in its absolute discretion determine following the date of such cessation;

(iii) if a general offer is made to all holders of Shares and such offer becomes or is declared unconditional (in the case of a takeover offer) or is approved by the requisite majorities at the relevant meetings of the Shareholders (in the case of a scheme of arrangement), the grantee shall be entitled to exercise the Option (to the extent not already exercised) at any time (in the case of a takeover offer) within one month after the date on which the offer becomes or is declared unconditional or (in the case of a scheme of arrangement) prior to such time and date as shall be notified by the Company;

24 -

APPENDIX III PRINCIPAL TERMS OF THE AMENDED SHARE OPTION SCHEME

(iv) if a compromise or arrangement between the Company and its members or creditors is proposed for the purpose of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company, the Company shall give notice thereof to the grantees who have Options unexercised at the same time as it dispatches notices to all members or creditors of the Company summoning the meeting to consider such a compromise or arrangement and thereupon each grantee (or his or her legal representatives or receiver) may until the expiry of the earlier of:

(1) the Option period;
(2) the period of two months from the date of such notice; or
(3) the date on which such compromise or arrangement is sanctioned by the court, exercise in whole or in part his or her Option;

(v) in the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it dispatches such notice to each member of the Company give notice thereof to all grantees and thereupon, each grantee (or his or her legal personal representative(s)) shall be entitled to exercise all or any of his or her options at any time not later than two Business Days (as defined in the GEM Listing Rules) prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate exercise price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than the business day (as defined in the GEM Listing Rules) immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the grantee credited as fully paid.

12. LIFE OF SHARE OPTION SCHEME

Subject to the terms of this Share Option Scheme, the Scheme shall be valid and effective for a period of 10 years from the date on which it becomes unconditional, after which no further options will be granted or offered but the provisions of the Share Option Scheme shall remain in force and effect in all other respects. All Options granted prior to such expiry and not then exercised shall continue to be valid and exercisable subject to and in accordance with the Share Option Scheme.

13. LAPSE OF SHARE OPTION

An Option shall lapse automatically and not be exercisable, to the extent not already exercised, on the earliest of:

(i) the expiry of the Option period;

APPENDIX III PRINCIPAL TERMS OF THE AMENDED SHARE OPTION SCHEME

(ii) the expiry of any of the period referred to paragraphs related to exercise of the Option;

(iii) subject to the terms of the period mentioned in the paragraph 11(d)(v) above, the date of the commencement of the winding-up of the Company;

(iv) there is an unsatisfied judgment, order or award outstanding against the grantee or the Board has reason to believe that the grantee is unable to pay or to have no reasonable prospect of being able to pay his/her/its debts;

(v) there are circumstances which entitle any person to take any action, appoint any person, commence proceedings or obtain any order of the type mentioned in this Share Option Scheme with respect to the exercise of the Option; or

(vi) a bankruptcy order has been made against any director or shareholder of the grantee (being a corporation) in any jurisdiction.

No compensation shall be payable upon the lapse of any Option, provided that the Board shall be entitled in its discretion to pay such compensation to the grantee in such manner as it may consider appropriate in any particular case.

14. ADJUSTMENT

In the event of any alteration to the capital structure of the Company while any Option and awards remains exercisable, whether by way of capitalisation issue, right issue, open offer, subdivision or consolidated of Shares or reduction of the share capital of the Company, the Board may, if it considers the same to be appropriate, direct that adjustments be made to in accordance with the requirements as stipulated under Chapter 23 of the GEM Listing Rules and such applicable guidance on the interpretation of the GEM Listing Rules issued by the Stock Exchange from time to time:

(a) the maximum number of Shares subject to the Share Option Scheme; and/or

(b) the aggregate number of Shares subject to the Option so far as unexercised; and/or

Where the Board determines that such adjustments are appropriate, the auditors or the independent financial adviser appointed by the Company shall certify in writing to the Board that any such adjustments are in their opinion fair and reasonable, provided that:

(a) any such adjustments shall give the Eligible Persons the same proportion of equity capital, rounded to the nearest whole Share, as they were previously entitled to. In respect of any such adjustments, the auditors shall confirm to the Board in writing that the adjustments satisfy this requirement;

(b) any such adjustments shall be made on the basis that the aggregate exercise price payable by the grantee on the full exercise of any Option shall remain as nearly as practicable same as (but shall not be greater than) it was before such event;

26 -

APPENDIX III PRINCIPAL TERMS OF THE AMENDED SHARE OPTION SCHEME

(c) no such adjustments shall be made the effect of which would be to enable a Share to be issued at less than its nominal value;

(d) any such adjustments shall be made to in accordance with the provisions as stipulated under Chapter 23 of the GEM Listing Rules and guidance on the interpretation of the GEM Listing Rules issued by the Stock Exchange from time to time; and

(e) the issue of securities as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustments.

15. CANCELLATION OF OPTIONS

Any cancellation of Options granted but not exercised must be approved by the Option holder of the relevant Options in writing. For the avoidance of doubt, such approval is not required in the event any option is cancelled pursuant to paragraph 18 below.

Where the Company cancels Options granted to a grantee and makes a new grant to the same grantee, such new grant may only be made under this Scheme with available Scheme Mandate Limit approved by Shareholders in accordance with Chapter 23 of the GEM Listing Rules. The Options cancelled will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit.

16. RANKING OF SHARES

The Shares to be allotted upon the exercise of an Option will be subject to all the provisions of the Articles of Association and the laws of the Cayman Islands from time to time and shall rank pari passu in all respects with the then existing fully paid Shares in issue commencing from (i) the allotment date or, (ii) if that date falls on a day when the register of members of the Company is closed, the first date of the re-opening of the register of members. Accordingly, it will entitle the holders to participate in all dividends or other distributions paid or made on or after (i) the allotment date or, (ii) if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members, other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefore shall be before the allotment date. It will also entitle the holders to the same rights of the then existing fully paid Shares on voting, transfer and other rights, including those arising on a liquidation of the Company.

Share issued upon the exercise of an Option shall not carry rights until the registration of the grantee (or any other person) as the holder thereof.

17. TERMINATION

The Company may by resolution in general meeting at any time terminate the operation of the Share Option Scheme. Upon termination of the Share Option Scheme as aforesaid, no further Options shall be offered but the provisions of the Share Option Scheme shall remain in

APPENDIX III PRINCIPAL TERMS OF THE AMENDED SHARE OPTION SCHEME

force and effect in all other respects. All Options granted prior to such termination and not then exercised or in respect of which Shares are not yet issued to the grantee shall continue to be valid and exercisable subject to and in accordance with the Share Option Scheme.

18. TRANSFERABILITY

The Option shall be personal to the grantee and shall not be assignable or transferable and no grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any Option or attempt to do so (save that the grantee may nominate a nominee in whose name the Shares issued pursuant to the Share Option Scheme may be registered). Any breach of the foregoing shall entitle the Company to cancel any outstanding Option or part thereof granted to such grantee.

Subject to the Stock Exchange granting the necessary waiver, a grantee may transfer any Options to a vehicle (such as a trust or a private company) for the benefit of the grantee and any family members of such grantee including but not limited to for estate planning and/or tax planning purposes that would continue to meet the purpose of this Scheme and comply with other requirements of Chapter 23 of the GEM Listing Rules. In the event of any such transfer, the Company shall disclose the beneficiaries of the trust or the ultimate beneficial owners of the transferee vehicle.

19. ALTERATION OF SHARE OPTION SCHEME

The Share Option Scheme may be altered in any respect by a resolution of the Board subject to the followings:

(a) any alterations to the terms and conditions of this Scheme which are of a material nature or any alterations to the provisions relating to the matters set out in Rule 23.03 of the GEM Listing Rules to the advantage of grantee must be approved by the Shareholders of the Company in general meeting;

(b) any change to the terms of Options granted to a grantee must be approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders of the Company (as the case may be) if the initial grant of the Options was approved by the Board, the Remuneration Committee, the independent non-executive Directors and/or the Shareholders of the Company, (as the case may be). This requirement does not apply where the alterations take effect automatically under the existing terms of this Scheme;

(c) the amended terms of this Scheme or the Options must still comply with the relevant requirements of Chapter 23 of the GEM Listing Rules; and

(d) any change to the authority of the Directors or scheme administrators to alter the terms of this Scheme must be approved by Shareholders of the Company in general meeting.

APPENDIX III PRINCIPAL TERMS OF THE AMENDED SHARE OPTION SCHEME

20. CLAWBACK MECHANISM

Notwithstanding the terms and conditions of the Scheme, if the grantee ceases to be an Employee Participant by reason of the termination of his employment or engagement on the grounds that he has been guilty of serious misconduct, involved in acts resulting in a material misstatement in the audited financial statements, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his debts or has become bankrupt or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty, or on any other ground on which an employer would be entitled to terminate his employment summarily, the Board may by notice in writing to the grantee concerned claw back such number of Options (to the extent not already exercised) granted as the Board may consider appropriate.

The Options that are clawed back pursuant to the above shall be regarded as lapsed, and the Options so lapsed shall not be regarded as utilised for the purpose of calculating the Scheme Mandate Limit.

29 -

NOTICE OF AGM

C&N Holdings Limited

春能控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8430)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of C&N Holdings Limited (the “Company”) will be held at No 3 Soon Lee Street, #06–03 Pioneer Junction, Singapore 627606 on Monday, 30 June 2025 at 10:30 a.m., for the following purposes:

ORDINARY RESOLUTIONS

To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and auditors of the Company for the year ended 31 December 2024.
(a) To re-elect Ms. Fung Mee Kuen as executive Director;

(b) To re-elect Ms. Li HongJing as independent non-executive Director; and

To re-appoint McMillan Woods (Hong Kong) CPA Limited as the auditors of the Company and to authorise the board of Directors to fix its remuneration.
To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (c) below, pursuant to the Rules (the “GEM Listing Rules”) Governing the Listing of Securities on GEM operated by The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), 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 of the Company (including any sale or transfer of treasury shares out of treasury) (the “Shares”) and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company), which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

For identification purposes only

NOTICE OF AGM

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

(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (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 exercise of any options granted under a share option scheme of the Company; or (iii) any scrip dividend 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 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 per cent. of the total number of issued Shares (excluding treasury shares, if any) on the date of the passing of this resolution; and

(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of issued Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the total number of issued Shares (excluding treasury shares, if any) on the date of the passing of resolution no. 5), 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 in general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors by this resolution.

NOTICE OF 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 applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares 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 under the Hong Kong Code on Share Buy-backs, 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 and, if permitted under the GEM Listing Rules, to determine whether such Shares repurchased shall be held as treasury shares of the Company or otherwise be cancelled subject to and in accordance with all applicable laws and the requirements of the GEM Listing Rules or of any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

(b) the total number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the total number of issued Shares (excluding treasury shares, if any) 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

32 -

NOTICE OF AGM

“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;

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the addition thereto of a number representing the aggregate number of shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such number shall not exceed 10% of the total number of the issued Shares of the Company as at the date of passing of this resolution.”

As special business, to consider, and if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions:

(a) approval be and is hereby granted for refreshing the 10% limit under the Share Option Scheme (the “Scheme Mandate Limit”) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as refreshed hereby shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the Scheme Mandate Limit) (the “Refreshed Scheme Mandate Limit”); and

NOTICE OF AGM

(b) the Directors be and are hereby authorised to grant options under the Share Option Scheme up to the Refreshed Scheme Mandate Limit, to exercise all powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such options and to do such acts and execute such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

“THAT the proposed amendments to the existing share option scheme adopted by the Company on 25 September 2017 (the “Share Option Scheme”) as shown and marked up on the amended Share Option Scheme (the “Amended Share Option Scheme”), a copy of which has been produced to the meeting marked “A” and initialed by the chairman of the meeting for the purpose of identification, be and is hereby approved and the Directors of the Company be and are hereby authorised to take all such steps as they may deem necessary, desirable or expedient to carry into effect the proposed amendments to the Share Option Scheme subject to the Rules Governing the Listing of Securities on GEM (as amended from time to time).”

By order of the Board
C&N Holdings Limited
Fung Mee Kuen
Executive Director

Hong Kong, 5 June 2025

Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands

Head office and principal place of business in Hong Kong:
21st Floor, CMA Building
64 Connaught Road Central,
Hong Kong

As at the date of this notice, the board of Directors consists of four Directors, namely Ms. Fung Mee Kuen as executive Director; and Mr. Cheung Wai Kin, Ms. Wong Shuk Yee Camilla and Ms. Li HongJing as independent non-executive Directors.

Notes:

A member entitled to attend and vote at the AGM, is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and vote in his/her stead. A proxy need not be a member of the Company.
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the relevant joint holding.
To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time for the holding of the AGM or adjourned meeting (as the case may be), and in default thereof the form of proxy shall not be treated as valid.

NOTICE OF AGM

With respect to resolution numbered 2 of this notice, details of the retiring Directors standing for re-election are set out in the circular of the Company dated 5 June 2025.
For the purpose of determining shareholders’ entitlements to attend and vote at the AGM, the transfer books and the register of members of the Company will be closed from Tuesday, 24 June 2025 to Monday, 30 June 2025 (both days inclusive), during which period no transfer of shares will be effected. In order to establish the right to attend and vote at the AGM, all transfers accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong no later than 4:00 p.m. on Monday, 23 June 2025.
35 -

AI assistant

C&N Holdings Limited — Proxy Solicitation & Information Statement 2025

51443_rns_2025-06-04_9705a5d8-1b40-4264-a229-b9c4c0fa8169.pdf

C&N Holdings Limited

春能控股有限公司*

C&N Holdings Limited

春能控股有限公司*

INTRODUCTION

ISSUE MANDATE AND REPURCHASE MANDATE

Issue Mandate

Repurchase Mandate

EXPLANATORY STATEMENT

RE-ELECTION OF DIRECTORS

REFRESHMENT OF SCHEME MANDATE LIMIT

AMENDMENTS TO THE SHARE OPTION SCHEME

AGM

RESPONSIBILITY STATEMENT

RECOMMENDATION

CLOSURE OF REGISTER OF MEMBERS

GENERAL

MISCELLANEOUS

1. NUMBER OF SHARES WHICH MAY BE REPURCHASED

2. REASONS FOR PROPOSED REPURCHASE OF SHARES

3. SOURCE OF FUNDS

4. EFFECT OF EXERCISING THE REPURCHASE MANDATE

5. DISCLOSURE OF INTERESTS

6. UNDERTAKING

7. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

8. SHARES REPURCHASE MADE BY THE COMPANY

9. CORE CONNECTED PERSON

10. SHARE PRICES

GENERAL

MS. FUNG MEE KUEN ("MS. FUNG")

Executive Director

MS. LI HONGJING ("MS. LI")

Independent Non-Executive Director

4. MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

5. OFFER AND GRANT OF OPTIONS

6. GRANTING OPTIONS TO CONNECTED PERSONS

7. RESTRICTION ON THE TIME OF GRANT OF OPTIONS

8. MINIMUM HOLDING PERIOD, VESTING AND PERFORMANCE TARGET

9. AMOUNT PAYABLE FOR OPTIONS AND OFFER PERIOD

10. EXERCISE PRICE

11. EXERCISE OF OPTION

12. LIFE OF SHARE OPTION SCHEME

13. LAPSE OF SHARE OPTION

14. ADJUSTMENT

15. CANCELLATION OF OPTIONS

16. RANKING OF SHARES

17. TERMINATION

18. TRANSFERABILITY

19. ALTERATION OF SHARE OPTION SCHEME

20. CLAWBACK MECHANISM

C&N Holdings Limited

春能控股有限公司*

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

"THAT:

More from C&N Holdings Limited

C&N Holdings Limited Proxy Solicitation & Information Statement 2025