Crocodile Garments Limited — Proxy Solicitation & Information Statement 2026

Apr 23, 2026

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

CROCODILE

Crocodile Garments Limited

(Incorporated in Hong Kong with limited liability)

(Stock Code: 122)

NOTICE OF 2026 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2026 annual general meeting of the members (“Members”) of Crocodile Garments Limited (“Company”) will be held at The Garden Rooms, 2/F., The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 27 May 2026 at 11:30 a.m. (“2026 AGM”) for the following purposes:

Ordinary Business

1. To receive and adopt the audited financial statements of the Company for the year ended 31 December 2025 and the reports of the directors and the independent auditor thereon.

2. (A) To re-elect, each as a separate Ordinary Resolution, the retiring directors of the Company (“Directors”), namely Mr. Lam Howard as a non-executive Director and Mr. Leung Shu Yin, William as an independent non-executive Director.

(B) To elect Mr. Tsang Wing Pong as an executive Director; and to elect Ms. Lam Wai Kei, Vicky as a non-executive Director.

(C) To authorise the board of Directors (“Board”) to fix the Directors’ remuneration.

1. To re-appoint Ernst & Young (“EY”), Certified Public Accountants, as the independent auditor of the Company for the ensuing year and to authorise the Board to fix their remuneration.

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Special Business

To consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions of the Company:

4. (A) “THAT:

(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back the ordinary shares of the Company (“Shares”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the Shares may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws in Hong Kong and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”) or of any other stock exchange (as applicable) as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate number of Shares to be bought back by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the total issued Shares as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

(c) for the purposes of this Resolution, “Relevant Period” means the period from the date of passing this Resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company (“AGM”); or

(ii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Members in a general meeting; or

(iii) the expiration of the period within which the next AGM is required by law or the Articles of Association of the Company (“Articles of Association”) to be held.

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(B) “THAT:

(a) subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional Shares, and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are exchangeable or convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are exchangeable or convertible into Shares) which would or 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 an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to:

(i) a Rights Issue (as hereinafter defined); or

(ii) an issue of Shares upon the exercise of rights of subscription, exchange or conversion under the terms of any of the options (including warrants, bonds, debentures, notes and any securities which carry rights to subscribe for or are exchangeable or convertible into Shares); or

(iii) an issue of Shares as scrip dividends pursuant to the Articles of Association from time to time; or

(iv) an issue of Shares under any award or option scheme or similar arrangement for the grant or issue to eligible participants under such scheme or arrangement of Shares or rights to acquire Shares,

shall not exceed 20% of the total issued Shares as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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(d) for the purposes of this Resolution,

“Relevant Period” means the period from the date of passing this Resolution until whichever is the earliest of:

(i) the conclusion of the next AGM; or
(ii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Members in a general meeting; or
(iii) the expiration of the period within which the next AGM is required by law or the Articles of Association to be held; and

“Rights Issue” means an offer of Shares open for a period fixed by the Directors to the holders of Shares whose names appear on the Register of Members on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).

(C) “THAT subject to the passing of the Ordinary Resolutions Nos. (A) and (B) set out in agenda item 4 contained in the notice convening this meeting, the general mandate granted to the Directors and for the time being in force to exercise all the powers of the Company 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 be and is hereby extended by the addition thereto of such number of Shares which has been bought back by the Company since the granting of such general mandate pursuant to the exercise by the Directors of the powers of the Company to buy back such Shares, provided that such number of Shares shall not exceed 10% of the total issued Shares as at the date of passing this Resolution.”

By order of the Board

Crocodile Garments Limited

Lam Wai Shan, Vanessa

Chairman, Executive Director and

Chief Executive Officer

Hong Kong, 24 April 2026

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Notes:

(1) A Member entitled to attend and vote at 2026 AGM convened by the above notice ("Notice") or its adjourned meeting (as the case may be) is entitled to appoint one proxy (or, if he/she/it holds two or more Shares, up to two) to attend 2026 AGM and, on a poll, vote on his/her/its behalf in accordance with the Articles of Association ( Save that a Member being a recognised clearing house (or its nominee), shall subject to Article 91 (2) of the Article of Association of the Company). A proxy need not be a Member. A form of proxy for use at 2026 AGM or its adjournment (as the case may be) is enclosed with the Company's circular dated 24 April 2026 ("Circular") and is also available on the respective websites of the Stock Exchange and the Company.

(2) To be valid, a form of proxy, duly signed and completed, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), must be lodged with the Company's share registrar, Tricor Investor Services Limited ("Registrar"), at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding 2026 AGM or its adjourned meeting (as the case may be) and in default, the proxy will not be treated as valid. Completion and return of the form of proxy shall not preclude Members from attending and voting in person at 2026 AGM or its adjourned meeting (as the case may be) should they so wish. In that event, the said form(s) of proxy shall be deemed to be revoked.

The contact phone number of the Registrar is (852) 2980 1333.

(3) The Register of Members of the Company will be closed from Wednesday, 20 May 2026 to Wednesday, 27 May 2026 (both days inclusive) for ascertaining the entitlements to attend and vote at 2026 AGM during which period no transfer of Shares will be registered. The record date for determining the eligibility of the Shareholders to attend and vote at the AGM will be Wednesday, 27 May 2026. Members must lodge the relevant transfer document(s) and share certificate(s) at the Registrar's office not later than 4:30 p.m. on Tuesday, 19 May 2026 for registration.

(4) Where there are joint registered holders of any Shares, any one of such joint holders may attend and vote at 2026 AGM or its adjourned meeting (as the case may be), either in person or by proxy, in respect of such Shares as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at 2026 AGM or its adjourned meeting (as the case may be) personally or by proxy, then one of such holders so present whose name stands first in the Register of Members in respect of such Shares shall alone be entitled to vote in respect thereof.

(5) Concerning agenda item 2 of the Notice,

(i) in accordance with Article 100 of the Articles of Association, Mr. Lam Kin Hong, Matthew (Executive Director), Mr. Lam Howard (Non-executive Director) and Mr. Leung Shu Yin, William (Independent Non-executive Director) are due to retire from office as Directors at 2026 AGM.

(ii) Mr. Lam Kin Hong, Matthew shall retire as an Executive Director at the close of 2026 AGM. Mr. Matthew Lam has confirmed in writing that there are no matters in connection with his retirement from the Board which should be drawn to the attention of the Shareholders.

(iii) Mr. Lam Howard and Mr. Leung Shu Yin, William who shall retire at 2026 AGM (together "Retiring Directors") and, being eligible, offer themselves for re-election thereat.

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(iv) in accordance with Rules 13.51(2) and 13.74 of the Listing Rules, the requisite details of the Retiring Directors are set out in Appendix II to the Circular.

(v) Mr. Tsang Wing Pong and Ms. Lam Wai Kei, Vicky are proposed for election as an Executive Director and a Non-executive Director, respectively at 2026 AGM. In accordance with Rules 13.51(2) and 13.74 of the Listing Rules, the requisite details of Mr. Tsang Wing Pong and Ms. Lam Wai Kei, Vicky are set out in Appendix III to the Circular.

(6) Concerning agenda item 3 of the Notice, the Board (which concurs with the Audit Committee of the Company) has recommended that, subject to the approval of the Members at 2026 AGM, EY will be re-appointed as independent auditor of the Company for the ensuing year and to authorise the Board to fix their remuneration.

(7) Details concerning the Ordinary Resolution Nos. (A), (B) and (C) under agenda item 4 of the Notice are set out in the Circular.

(8) In compliance with Rule 13.39(4) of the Listing Rules, voting on all resolutions proposed in the Notice shall be decided by way of a poll at 2026 AGM.

(9) If a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a "black" rainstorm warning signal or "extreme conditions" announced by the Government of the Hong Kong Special Administrative Region of the People's Republic of China is/are expected to be in force at any time after 9:00 a.m. on the date of 2026 AGM, the meeting will be postponed. The Company will post an announcement on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.crocodile.com.hk) to notify Members of the date, time and venue of the rescheduled 2026 AGM.

If a tropical cyclone warning signal No. 8 or above or a "black" rainstorm warning signal or "extreme conditions" is cancelled at or before 9:00 a.m. on the date of 2026 AGM and where conditions permit, 2026 AGM will be held as scheduled. 2026 AGM will be held as scheduled when an amber or red rainstorm warning signal is in force.

Having considered their own situations, Members should decide on their own whether they would attend 2026 AGM under a bad weather condition and if they do so, they are advised to exercise care and caution.

As at the date of this announcement, the Board comprises two Executive Directors, namely Ms. Lam Wai Shan, Vanessa (Chairman and Chief Executive Officer) (Mr. Lee Po On as her Alternate Director) and Mr. Lam Kin Hong, Matthew; three Non-executive Directors, namely Mr. Chow Bing Chiu, Ms. Lam Suk Ying, Diana and Mr. Lam Howard; and three Independent Non-executive Directors, namely Mr. Leung Shu Yin, William (Deputy Chairman), Mr. Fung Cheuk Nang, Clement and Mr. Woo King Hang.

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