Creative China Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 27, 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 a 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 Creative China Holdings Limited (the "Company"), you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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中间部意

Creative China

Creative China Holdings Limited

中國創意控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8368)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, RE-APPOINTMENT OF AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING

This circular together with a form of proxy will remain on the website of the Stock Exchange at http://www.hkewnews.hk on the "Latest Company Announcements" page for at least 7 days from the date of its posting and on the website of the Company at http://www.creativechinahk.com.

A notice convening the AGM to be held at 9/F, 33 Des Voeux Road Central, Central, Hong Kong on 12 June 2026 (Friday), at 2:00 p.m. is set out on pages 12 to 15 of this circular. Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding 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 if you so wish.

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 aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

No refreshments or drinks will be served at the AGM and no souvenir will be distributed at the AGM.

27 April 2026

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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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD

Introduction 3
Issue Mandate. 4
Repurchase Mandate. 4
Re-election of the retiring Directors. 4
Re-appointment of the Auditor. 4
Annual General Meeting. 5
Recommendation 5

APPENDIX I — EXPLANATORY STATEMENT 6

APPENDIX II — DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM 10

NOTICE OF ANNUAL GENERAL MEETING 12

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DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be held at 9/F, 33 Des Voeux Road Central, Central, Hong Kong on 12 June 2026 (Friday) at 2:00 p.m.

"AGM Notice"
the notice convening the AGM set out on pages 12 to 15 of this circular

"Annual Report"
the annual report of the Company for the year ended 31 December 2025

"Articles"
the articles of association of the Company, as amended from time to time

"associate(s)"
has the same meaning as defined in the GEM Listing Rules

"Board"
the board of Directors

"Companies Act"
the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time

"Company"
Creative China Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM

"connected person(s)"
has the same meaning as defined in the GEM Listing Rules

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

"GEM"
the GEM of the Stock Exchange

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM

"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 PRC

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DEFINITIONS

"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue and deal with Shares as set out in resolutions nos. 4 and 6 of the AGM Notice

"Latest Practicable Date"
17 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

"Memorandum"
the memorandum of association of the Company, as amended from time to time

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

"PRC"
the People's Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)

"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares as set out in resolution no. 5 of the AGM Notice

"RMB"
Renminbi, the lawful currency of the PRC

"SFO"
the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time

"Share(s)"
ordinary share(s) of HK$0.05 each in the share capital of the Company

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs issued by Securities and Futures Commission of Hong Kong, as amended from time to time

"Treasury Share(s)"
has the meaning as defined in the GEM Listing Rules

"%"
per cent

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LETTER FROM THE BOARD

中國創意

Creative China

Creative China Holdings Limited

中國創意控股有限公司

(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8368)

Executive Directors:
Mr. Philip Jian Yang (Chairman)
Mr. Wang Yong

Non-executive Directors:
Mr. Yang Shiyuan
Mr. Ge Xuyu

Independent Non-executive Directors:
Ms. Fu Yuehong
Mr. Yau Yan Yuen
Mr. Wang Xinghua

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

Principal place of business
in Hong Kong:
23/F, Yue Thai Commercial Building
128 Connaught Road Central
Sheung Wan
Hong Kong

27 April 2026

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS,
RE-APPOINTMENT OF AUDITOR AND
NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Shareholders passed the resolutions to grant the general mandates to the Directors to issue and allot Shares and to exercise the powers of the Company to repurchase its own Shares (the "Previous Mandates") at the annual general meeting held on 13 June 2025 in accordance with the GEM Listing Rules. The Previous Mandates will lapse at the conclusion of the AGM. It is therefore proposed that the general mandates to issue and allot Shares and to repurchase Shares be renewed at the AGM.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding (i) the proposed renewal of the general mandates to issue and allot Shares and to repurchase Shares; (ii) the proposed re-election of retiring Directors; and (iii) the proposed re-appointment of auditor of the Company and to seek your approval of the resolutions relating to these matters at the AGM.

ISSUE MANDATE

Ordinary resolutions will be proposed at the AGM to grant to the Directors the Issue Mandate, and authorise the extension of the Issue Mandate to allot, issue and deal with new Shares (including any sale or transfer of Treasury Shares), details of which are set out in ordinary resolutions nos. 4 and 6 of the AGM Notice. The Shares which may be issued and allotted pursuant to the Issue Mandate is limited to a maximum of 20% of the issued share capital of the Company (excluding Treasury Shares) at the date of passing of the resolution approving the Issue Mandate. On the basis that 577,797,719 Shares are in issue as at the Latest Practicable Date, the Company does not have any Treasury Shares, and no further Shares are issued or repurchased prior to the AGM, exercise in full of the Issue Mandate (without being extended by the number of Shares (if any) repurchased by the Company under the Repurchase Mandate) could result in up to 115,559,543 Shares being issued and allotted by the Company.

REPURCHASE MANDATE

An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in ordinary resolution no. 5 of the AGM Notice. The Shares which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10% of the issued share capital of the Company (excluding Treasury Shares) at the date of passing of the resolution approving the Repurchase Mandate.

An explanatory statement as required under the GEM Listing Rules, in particular Rule 13.08, giving certain information regarding the Repurchase Mandate, is set out in the Appendix I hereto.

RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to the Articles, Mr. Wang Yong, Mr. Ge Xuyu and Mr. Wang Xinghua will retire at the AGM and, being eligible, offer themselves for re-election. Particulars of the retiring Directors proposed for re-election at the AGM are set out in Appendix II to this circular.

RE-APPOINTMENT OF THE AUDITOR

Global Link CPA Limited will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment.

The Board proposed to re-appoint Global Link CPA Limited as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

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LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

The notice convening the AGM at which (i) ordinary resolutions will be proposed to approve the Issue Mandate and the Repurchase Mandate, to re-elect retiring Directors and to re-appoint auditor of the Company are set out on page 12 to page 15 of this circular. According to Rule 17.47(4) of the GEM Listing Rules, the voting at the AGM will be taken by poll, save that chairman of the AGM may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands under clause 66.(1) of the Articles.

A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM. The completion of a form of proxy will not preclude you from attending and voting at the AGM in person if you so wish.

RECOMMENDATION

The Directors believe that the grant of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate are in the best interests of the Company as well as its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of all resolutions approving such matters.

The Board is pleased to recommend the retiring Directors to be re-elected as the Directors at the AGM. In addition, the Board also recommends all Shareholders to vote in favour of re-appointing Global Link CPA Limited as the auditor of the Company.

Yours faithfully,

On behalf of the Board

Creative China Holdings Limited

Philip Jian Yang

Chairman and Executive Director

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APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules, to provide you with the requisite information for your consideration of the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

On the basis that 577,797,719 Shares are in issue as at the Latest Practicable Date, the Company did not have any Treasury Shares, and no further Shares are issued or repurchased prior to the AGM, exercise in full of the Repurchase Mandate could result in up to 57,779,771 Shares being repurchased by the Company during the period from the passing of resolution no. 5 set out in the AGM Notice 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 passing of an ordinary resolution by Shareholders in general meeting revoking, varying and renewing the Repurchase Mandate, whichever occurs first.

If the Company repurchases any Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares as Treasury Shares, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made.

For any Treasury Shares deposited with Central Clearing and Settlement System ("CCASS") pending resale on the Stock Exchange, 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, which may include approval by the Board that (i) the Company would not (or would 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 Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per share.

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APPENDIX I

EXPLANATORY STATEMENT

3. FUNDING AND EFFECT OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles, the Companies Act and other applicable laws of the Cayman Islands. A listed company may not repurchase its own securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Act, repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles and subject to the provisions of the Companies Act, out of capital.

Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Articles and subject to the provisions of the Companies Act, out of capital.

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2025, being the date of its latest published audited financial statements. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

4. UNDERTAKING

The Directors will exercise the Repurchase Mandate in accordance with the GEM Listing Rules, the Articles and the applicable laws of the Cayman Islands and that neither the explanatory statement nor the Repurchase Mandate has unusual features.

5. INTENTION TO SELL SHARES

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates, have any present intention, in the event that the proposal on the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company or its subsidiaries.

6. TAKEOVERS CODE CONSEQUENCE

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 increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code.

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APPENDIX I

EXPLANATORY STATEMENT

As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, according to the register of members kept by the Company pursuant to section 336 of the SFO and so far as was known to, or could be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 10% or more of the nominal value of the issued ordinary shares that carry a right to vote in all circumstances at general meetings of the Company:

Name	Number of issued Shares held/interested	Approximate percentage of shareholding
Guang Rui Investments Limited	342,181,358	59.22%
Ms. Mou Sufang	342,181,358	59.22%
Mr. Yang Shaoqian	342,181,358	59.22%
Youth Success Holdings Limited	339,586,958	58.77%
Goldbless International Limited	76,500,000	13.24%
Mr. Wang Yong	76,500,000	13.24%

In the event that the Directors exercised in full the power to repurchase Shares in accordance with the terms of the ordinary resolution no. 5 to be proposed at the AGM, the aforesaid interests of (1) Guang Rui Investments Limited; (2) Ms. Mou Sufang; (3) Mr. Yang Shaoqian; (4) Youth Success Holdings Limited; (5) Goldbless International Limited; and (6) Mr. Wang Yong in the issued share capital of the Company as at the Latest Practicable Date would be proportionally increased to approximately (1) 65.8%; (2) 65.8%; (3) 65.8%; (4) 65.3%; (5) 14.71%; and (6) 14.71% respectively.

In the view of this, an exercise of the Repurchase Mandate in full would not result in them becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code. Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases made pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that would result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

1. SHARE PURCHASED BY THE COMPANY

The Company has not purchased any of its Shares (whether on GEM or otherwise) in the previous six months.

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APPENDIX I

EXPLANATORY STATEMENT

8. CONNECTED PERSON

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

9. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on GEM during each of the twelve months were as follows:

	Shares
	Highest
HK$	Lowest
HK$
2025
April	0.435	0.325
May	0.550	0.295
June	0.960	0.590
July	1.000	0.750
August	0.860	0.690
September	0.820	0.620
October	0.820	0.530
November	0.600	0.540
December	0.630	0.193
2026
January	0.355	0.220
February	0.330	0.250
March	0.950	0.230
April (up to the Latest Practicable Date)	0.500	0.285

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APPENDIX II

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

Stated below are the details of the Directors who will retire and be eligible for re-election at the AGM in accordance with the Articles.

Mr. Wang Yong (汪勇) (“Mr. Wang”), aged 58, was appointed as a non-executive director of the Group since 21 April 2015 and has been redesignated as an executive Director with effect from 18 September 2023. Mr. Wang has been primarily responsible for supervising our Group’s overall management and strategic planning. Mr. Wang was the deputy managing director at Beijing Tianyi Jinxiu Co., Ltd. during 2003 to 2022. Mr. Wang entered into a letter of appointment with the Company regarding his appointment as an executive Director for a term of three years commencing from the date of this announcement, which will be automatically renewed for successive one-year periods unless terminated by either party giving at least three month’s written notice. Mr. Wang’s directorship is subject to retirement by rotation and re-election at annual general meetings in accordance with the articles of association of the Company (the “Articles”). Mr. Wang is entitled to a fee of HK$240,000. The remuneration of Mr. Wang was determined by the Board upon the recommendation of the Remuneration Committee with reference to his duties and responsibilities and the prevailing market conditions. As at the Latest Practicable Date, Mr. Wang beneficially owns 76,500,000 shares of the Company through Goldbless International Limited, a company wholly owned by Mr. Wang, within the meaning of Part XV of the SFO. Mr. Wang has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Wang does not have other relationships with any directors, senior management or substantial or controlling shareholder of the Company for the purpose of the Listing Rules and save as disclosed above, he does not have any interests in shares of the Company within the meaning of Part XV of the SFO.

Mr. Ge Xuyu (葛旭宇), aged 59, was appointed as a non-executive director of our Group on 21 April 2015. Mr. Ge has been primarily responsible for seeking investment and acquisition opportunities and managing the investment project of the Group. Mr. Ge was the general manager of Mongolian Desert Resources LLC from December 2010 to December 2013. Mr. Ge is currently certified as a senior accountant in the PRC. During May 1983 to February 2002, he worked at China Construction 4th Engineering Bureau 6th Corp. Limited holding financial positions and was promoted to senior accountant in August 2001. From February 2003 to December 2010, he served as a deputy general manager of Shenzhen Dongruanda Investments Development Co., Ltd. Mr. Ge graduated from Anhui Open University majoring in financial accounting in 1990. He obtained the qualification as an accountant in October 1994. Mr. Ge is appointed for an initial term commencing on his appointment date in a letter of appointment and will continue thereafter unless terminated by either party giving at least one month’s notice in writing. His remuneration is fixed at HK$360,000 per annum, which commensurate with his duties and responsibilities as non-executive director.

Mr. Ge has not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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APPENDIX II

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

As at the Latest Practicable Date, Mr. Ge does not have any interests in shares of the Company within the meaning of Part XV of the SFO. Mr. Ge does not have any relationships with any directors, senior management or substantial or controlling shareholder of the Company for the purpose of the GEM Listing Rules.

Mr. Wang Xinghua (王興華) (“Mr. Wang XH”), aged 43, has been appointed as an independent non-executive Director, and a member of each of the Audit Committee, Remuneration Committee and Nomination Committee with effect from 18 September 2023. Mr. Wang XH obtained a degree of Bachelor of Engineering in materials science and engineering from Shanghai Jiao Tong University in July 2005. Mr. Wang XH has over 15 years of experience in audit and accounting. Mr. Wang XH has obtained the certificate for passing all the required subjects of the National Uniform CPA Examination of the PRC in January 2008, and he is a non-practising member of the Chinese Institute of Certified Public Accountants. Mr. Wang XH is the China Finance FP&A Director of EF English First Language Training (Shanghai) Co., Ltd. since May 2017. Prior to his current role, Mr. Wang XH had served as a senior manager at Deloitte Touche Tohmatsu China and as assistant controller at Otis Elevator Management (Shanghai) Company Limited* (奧的斯電梯管理(上海)有限公司). Mr. Wang XH has entered into a letter of appointment with the Company. The letter of appointment is for an initial term commencing on 18 September 2023 and shall continue thereafter subject to a maximum of three years unless terminated by either party giving at least one month’s notice in writing. Mr. Wang XH’s directorship is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles. According to the letter of appointment, Mr. Wang XH is entitled to a fee of HK$180,000. The remuneration of Mr. Wang XH was determined by the Board upon the recommendation of the Remuneration Committee with reference to the duties and responsibilities of Mr. Wang XH with the Company, the Company’s performance and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Wang XH does not have any interest in any shares or underlying shares of the Company pursuant to Part XV of the SFO nor have any relationship with any directors or senior management or substantial shareholders or controlling shareholders of the Company. Mr. Wang XH has not held any directorships in any other companies listed in Hong Kong or overseas in the past three years.

The Board would consider to enhance its diversity with different expertise when appointing or re-electing an independent non-executive Director. He has confirmed his independence pursuant to Rule 5.09 of the GEM Listing Rules and possess extensive experience in audit and accounting. The Board considers Mr. Wang XH is independent and can bring further contributions to the Board and its diversity.

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NOTICE OF ANNUAL GENERAL MEETING

Creative China

Creative China Holdings Limited

中國創意控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8368)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of Creative China Holdings Limited (the "Company") will be held at 9/F, 33 Des Voeux Road Central, Central, Hong Kong on 12 June 2026 (Friday), at 2:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and approve the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 December 2025;
2. To re-elect the following retiring directors and to authorise the board of directors of the Company to fix the respective directors' remuneration;

(a) Mr. Wang Yong as an executive director of the Company
(b) Mr. Ge Xuyu as a non-executive director of the Company
(c) Mr. Wang Xinghua as an independent non-executive director of the Company

1. To re-appoint Global Link CPA Limited as the auditor of the Company and to authorise the board of directors of the Company to fix its remuneration;

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

AS SPECIAL BUSINESSES

1. "THAT:

(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of the Hong Kong Limited (the "GEM Listing Rules"), the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company (including any sale and transfer of treasury shares out of treasury) (the "Shares")

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NOTICE OF ANNUAL GENERAL MEETING

and to make or grant offers, agreements and options, including bonds to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Right Issue (as defined in paragraph (d) below; or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the GEM Listing Rules; 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 and other relevant regulations 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:

(aa) 20% of the total issued share capital of the Company (excluding Treasury Shares) as at the date of the passing of this resolution; and

(bb) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of Shares purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the total issued share capital 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

(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 or the applicable law of the Cayman Islands to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolutions;

"Right 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 of the Company to holder of Shares on the Company's register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the directors of the Company 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).

1. "THAT:

(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to purchase shares of the Company (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

(b) the aggregate number of the Shares which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the total issued share capital (excluding Treasury Shares) of the Company as at the date of the passing of this resolution (on the basis that no shares are issued or repurchased by the Company before and up to the date of passing this resolution, the Company will be allowed to repurchase fully paid shares up to a maximum of 57,779,771 shares) and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

(c) for the purposes of this resolution, "Relevant Period" shall have the same meaning as the resolution numbered 4(d) above.

1. "THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 4 above be and it is hereby extended by the addition to the

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NOTICE OF ANNUAL GENERAL MEETING

aggregate number of the shares of the Company (the "Shares") which may be allotted or agreed conditionally or unconditionally to be allotted (including any sale and transfer of treasury shares out of treasury) by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate number of Shares purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above."

By order of the Board

Creative China Holdings Limited

Philip Jian Yang

Chairman and Executive Director

Hong Kong, 27 April 2026

Notes:

(1) Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies (if such member is the holder of two or more shares) to attend and to vote instead of them. A proxy need not be a member of the Company.

(2) Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

(3) A form of proxy for use at the meeting is enclosed.

(4) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or adjourned meeting.

(5) According to Rule 17.47(4) of the GEM Listing Rules, the voting at the AGM will be taken by poll.

(6) The register of members of the Company will be closed from 9 June 2026 (Tuesday) to 12 June 2026 (Friday), both days inclusive, for the purpose of ascertaining shareholders' entitlement to attend and vote at the AGM. Shareholders whose names appear on the register of members of the Company on Friday, 12 June 2026, the record date, are entitled to attend the AGM. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's share registrars in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong for registration no later than 4:30 p.m. on 8 June 2026 (Monday).

(7) No souvenir or refreshments will be provided at the Annual General Meeting.

(8) In the event that a tropical cyclone warning signal no. 8 or above is issued or black rainstorm warning is in effect at any time between 7:00 a.m. and 10:00 a.m. on the day of the Annual General Meeting, the Annual General Meeting may be postponed to a later date and/or time as determined by the Company. Shareholders may visit the website of the Company at (http://www.creativechinahk.com) and the Stock Exchange (https://www.hkexnews.hk) for details of the postponement and alternative meeting arrangement.