CROSSTEC Group Holdings Limited — Proxy Solicitation & Information Statement 2025

Aug 8, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

CROSSTEC Group Holdings Limited

易緯集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3893)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of CROSSTEC Group Holdings Limited (the "Company") will be held at Unit 1205, 12/F, Gemdale Centre, 2007 Shennan Avenue, Futian District, Shenzhen, PRC on Monday, 1 September 2025 at 2:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company. Unless otherwise specified, capitalised terms herein shall have the same meanings as those terms defined in the circular dated 8 August 2025 (the "Circular") issued by the Company of which this notice forms part.

ORDINARY RESOLUTION

1. "THAT:

(a) the Subscription Agreement (a copy of which has been produced to this meeting marked “A” and signed by the chairman of this meeting for the purpose of identification) dated 2 June 2025 entered into between the Company as issuer and Hexing Investment Limited (“HIL”) as subscriber in relation to the subscription of the HIL CB in the principal amount of HK$57,100,000 to be issued by the Company to HIL (the “HIL Subscription Agreement”), and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

(b) conditional upon the Listing Committee approving the listing of, and granting permission to deal in, the HIL Conversion Shares to be allotted and issued upon exercise of the conversion rights pursuant to the HIL CB, the Directors be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue the HIL Conversion Shares subject to the terms of the HIL CB;

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(c) any one Director of the Company, or any two Directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be necessary, appropriate, desirable or expedient to implement or give effect to, or are incidental to, ancillary to or in connection with the HIL Subscription Agreement and the transactions contemplated thereunder, and to agree to make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.”

1. “THAT:

(a) the Subscription Agreement (a copy of which has been produced to this meeting marked “B” and signed by the chairman of this meeting for the purpose of identification) dated 2 June 2025 entered into between the Company as issuer and MK Investment Group Limited (“MKI”) as subscriber in relation to the subscription of the MKI CB in the principal amount of HK$38,400,000 to be issued by the Company to MKI (the “MKI Subscription Agreement”), and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

(b) conditional upon the Listing Committee approving the listing of, and granting permission to deal in, the MKI Conversion Shares to be allotted and issued upon exercise of the conversion rights pursuant to the MKI CB, the Directors be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue the MKI Conversion Shares subject to the terms of the MKI CB; and

(c) any one Director of the Company, or any two Directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be necessary, appropriate, desirable or expedient to implement or give effect to, or are incidental to, ancillary to or in connection with the MKI Subscription Agreement and the transactions contemplated thereunder and to agree to make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.”

By order of the Board
CROSSTEC Group Holdings Limited
WANG Rong
Executive Director

Hong Kong, 8 August 2025

As at the date of this notice, the Board comprises Mr. Wang Rong as an executive Director, and Ms. Lee Kwai Sheung, Mr. Tse Kwok Hing Henry and Mr. Ma Jian as independent non-executive Directors.

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Notes:

(1) A member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company.

(2) In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed, or a certified copy of that power or authority, at the office of 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, Hong Kong in any event or not less than 48 hours before the time fixed for the holding of the EGM or any adjournment thereof.

(3) In order to ascertain the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 27 August 2025 to Monday, 1 September 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the entitlement to attend and vote at the EGM, all transfer of Shares accompanied by the relevant share certificate(s) must be lodged with 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, Hong Kong by 4:30 p.m. on Tuesday, 26 August 2025. The record date for the purpose of ascertaining shareholders’ entitlement to attend and vote at the EGM is Monday, 1 September 2025.

(4) 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/she/it were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder 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.

(5) The resolution as set out in this notice to be put to vote at the EGM will be decided by way of poll as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

(6) All times and dates specified herein refer to Hong Kong local times and dates.

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