Da Sen Holdings Group Limited — Proxy Solicitation & Information Statement 2025

Sep 7, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, 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 Da Sen Holdings Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

Da Sen Holdings Group Limited

大森控股集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1580)

PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARESS,

PROPOSED RE-ELECTION OF DIRECTORS,
PROPOSED RE-APPOINTMENT OF AUDITOR
AND
NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Da Sen Holdings Group Limited to be held at Room 2703, 27th Floor, K. Wah Centre, No. 191 Java Road, North Point, Hong Kong on Tuesday, 30 September 2025 at 2:00 p.m. or any adjournment thereof is set forth on pages 13 to 16 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time fixed for holding the annual general meeting (or any adjournment thereof) to the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. 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 adjourned meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

7 September 2025

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RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement contained herein or this circular misleading.

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CONTENTS

Pages

DEFINITIONS 1

LETTER FROM THE BOARD 3

APPENDIX I - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS WHO ARE PROPOSED TO BE RE-ELECTED AT THE AGM 7

APPENDIX II - EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE 10

NOTICE OF ANNUAL GENERAL MEETING 13

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DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be convened on Tuesday, 30 September 2025 at 2:00 p.m. at Room 2703, 27th Floor, K. Wah Centre, No. 191 Java Road, North Point, Hong Kong

"Articles"
the amended and restated articles of association adopted by the Company, and as amended from time to time by resolution of the Shareholders

"Board"
the board of Directors

"Chairman"
chairman of the Board

"close associate(s)"
has the meaning ascribed to it under the Listing Rules

"Company"
Da Sen Holdings Group Limited, a company incorporated in the Cayman Islands with limited liability with its securities listed on the Stock Exchange

"Dasen (Heze)"
Dasen (Heze) Biomass Energy Limited (大森（菏澤）生物質能源有限公司）, a company established in the PRC on 1 November 2012, and a wholly-owned subsidiary of the Company

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

"Group"
the Company and its subsidiaries

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Issue Mandate"
a general mandate to be granted to the Directors at the AGM to allot, issue and otherwise deal with Shares not exceeding 20% of the number of issued Shares as of the date of passing the resolution plus the amount representing the aggregate number of Shares repurchased by the Company under the Repurchase Mandate

"Latest Practicable Date"
29 August 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

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DEFINITIONS
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Model Code”	the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules
“PRC”	the People’s Republic of China and for the purpose of this circular only, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
“Repurchase Mandate”	a general mandate proposed to be granted to the Directors at the AGM to repurchase up to 10% of the number of issued Shares as of the date of passing of such resolution
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)”	the ordinary share(s) of HK$0.02 each in the share capital of the Company
“Shareholder(s)”	the registered holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or otherwise modified from time to time
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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LETTER FROM THE BOARD

Da Sen Holdings Group Limited

大森控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1580)

Executive Directors:
Mr. Wong Ben
Mr. Zhang Ayang (Duties suspended)

Non-executive Director:
Dr. Leung Clara Ka-wah

Independent non-executive Directors:
Mr. Sun Yongtao
Mr. Kwok Yiu Tong

Registered office:
Cricket Square
Hutchins Drive
PO Box 2681 Grand Cayman
KY1-1111
Cayman Islands

Principal place of business
in Hong Kong:
Room 2703, 27th Floor
K. Wah Centre
No. 191 Java Road
North Point
Hong Kong

7 September 2025

To the Shareholders

Dear Sirs/Madam,

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

I. INTRODUCTION

The purpose of this circular is to give you information in respect of the resolutions to be proposed at the AGM relating to (i) the grant of a general mandate to the Directors to allot, issue and deal with Shares not exceeding 20% of the number of issued Shares as at the date of resolution; (ii) the grant of a general mandate to the Directors to repurchase Shares not exceeding 10% of the number of issued Shares as at the date of resolution; (iii) the re-election of retiring Directors; and (iv) the re-appointment of the auditor of the Company.

A notice convening the AGM is set forth on pages 13 to 16 of this circular.

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LETTER FROM THE BOARD

II. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the AGM, separate ordinary resolutions will be proposed to renew the general mandates given to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate number of issued Shares at the date of passing of the resolution; (ii) to exercise all powers of the Company to repurchase issued and fully paid Shares on the Stock Exchange up to a maximum of 10% of the aggregate number of issued Shares at the date of passing of the resolution; and (iii) to extend the general mandate granted to the Directors to allot, issue and deal with additional Shares as mentioned in (i) above by the amount representing the aggregate number of Shares repurchased by the Company under the Repurchase Mandate.

The Issue Mandate and the Repurchase Mandate shall continue in force during the period ending on the earliest of (a) the date of the next annual general meeting; (b) the date by which the next annual general meeting of the Company is required to be held by law or by the Articles; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

The existing Issue Mandate and the existing Repurchase Mandate granted to the Company by resolutions passed by the Shareholders in the annual general meeting of the Company on 30 September 2024 will expire at the AGM. As at the Latest Practicable Date, the issued share capital of the Company comprised 1,095,679,546 Shares. Assuming there is no change in the issued share capital of the Company between the period from the Latest Practicable Date to the date of AGM and subject to the passing of the ordinary resolutions approving the Issue Mandate and the Repurchase Mandate, exercise in full of the Repurchase Mandate will result in up to 109,567,954 Shares being repurchased by the Company, and the Directors will be authorised to allot and issue under the Issue Mandate up to 219,135,909 Shares, and to the extent the Repurchase Mandate is exercised, plus the amount of Shares representing the aggregate number of Shares repurchased by the Company under the Repurchase Mandate.

Explanatory statement

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

III. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors were Mr. Wong Ben and Mr. Zhang Ayang; the non-executive Director was Dr. Leung Clara Ka-wah and the independent non-executive Directors were Mr. Sun Yongtao and Mr. Kwok Yiu Tong.

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LETTER FROM THE BOARD

Pursuant to Article 84 of the Articles, at each annual general meeting of the Company, 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 (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself/herself for re-election. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those of who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Pursuant to Article 83 of the Articles, any Director appointed by the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election.

Accordingly, Mr. Zhang Ayang, Dr. Leung Clara Ka-wah and Mr. Sun Yongtao, who being eligible, will retire from office and offer themselves for re-election at the AGM.

The biographical details, interests in the shares and other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules of the Directors proposed for re-election at the AGM are set out in Appendix I to this circular.

IV. RE-APPOINTMENT OF AUDITOR

The Board proposes to re-appoint Confucius International CPA Limited as auditor of the Company at the AGM.

V. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 25 September 2025 to Tuesday, 30 September 2025 (both days inclusive), during which period no transfer of Shares will be registered. In order to determine the identity of the Shareholders who are entitled to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 24 September 2025.

VI. AGM

A notice convening the AGM to be held at Room 2703, 27th Floor, K. Wah Centre, No. 191 Java Road, North Point, Hong Kong, on Tuesday, 30 September 2025 at 2:00 p.m. is set forth on pages 13 to 16 of this circular.

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LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time fixed for holding the AGM (or any adjournment thereof) to the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. 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 and in such event, the instrument appointing a proxy shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions as put to vote at the AGM will be taken by way of poll.

VII. RECOMMENDATION

The Directors consider that all the proposed resolutions at the AGM are in the interests of the Company and the Shareholders as a whole and, accordingly, the Directors (including the independent non-executive Directors) recommend all Shareholders to vote in favour of all the resolutions to be proposed at the AGM in respect thereof.

VIII. GENERAL

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

Your attention is drawn to the information as set out in the appendices to this circular.

Yours faithfully,

For and on behalf of the Board

Da Sen Holdings Group Limited

Sun Yongtao

Chairman

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APPENDIX I

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS WHO ARE PROPOSED TO BE RE-ELECTED AT THE AGM

The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the Annual General Meeting pursuant to the Articles.

Mr. Zhang Ayang

Mr. ZHANG Ayang（張啊阳），aged 49, is an executive Director responsible for sales and marketing strategy and overseeing the sales of the Group. Mr. Zhang joined the Group in December 2010 as the head of sales department. Mr. Zhang was promoted as the general manager of Dasen (Heze) in November 2014. Since November 2008, Mr. Zhang has been working at Jinjiang Qing Yang Xin Yi Material Trading Company（晉江市青陽信億建材商行），engaging in the wholesaling and retailing of wooden board, light steel keel and fireproof material.

Mr. Zhang is responsible for sales and marketing strategy and overseeing the operations of the Group's subsidiaries in PRC. His duties and powers as an executive Director has been suspended by the Board from 15 December 2021 until further notice.

Mr. Zhang has entered into a service contract with the Company for a term of three years which commenced from 19 December 2016 and will continue thereafter for such period unless previously terminated by either the Company or Mr. Zhang by giving at least three months' notice in writing. He will be subject to retirement by rotation and re-election at the general meetings of the Company. Mr. Zhang's remuneration has been fixed at HK$120,000 per annum.

Dr. Leung Clara Ka-wah

Dr. LEUNG Clara Ka-wah（梁家華），aged 40, is the non-executive Director. Dr. Leung has diversified experience in different industries. Dr. Leung joined as a director of Pantheon Lab Limited in 2022, which focuses on application of artificial intelligence technologies for digital human synthesis.

Dr. Leung has been a director of Amazon Spring Water Group, which presents the global bottled water brand from Brazil, since June 2020, where Dr. Leung is primarily focused on identifying market investment opportunities and tailoring strategic solutions for investors and institutions. Dr. Leung also served as a director and co-founder of Juice Technologies, a Malaysia-based information technology company providing intelligent solutions to the logistics industry, from 2019 to 2022. From 2006 to 2013, Dr. Leung took up a number of roles in different companies, such as customer relationship management, public relations and marketing functions in Richemont North America Inc and Chanel Inc, which are well-known retail groups, and also business development and marketing functions in Toppy Group, a Hong Kong based apparel group with strong international presence.

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APPENDIX I

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS WHO ARE PROPOSED TO BE RE-ELECTED AT THE AGM

Dr. Leung graduated from The University of British Columbia with a bachelor’s degree in economics in 2006. Dr. Leung obtained her doctoral degree in psychology from The Chicago School in 2017.

Dr. Leung has not entered into any service contract in relation to her directorship with the Company, nor been appointed for specific terms, provided that either Dr. Leung Sun or the Company can at any time terminate such appointment by giving to the other not less than one month’s prior notice in writing. Dr. Leung is subject to retirement by rotation and re-election under the provisions of the Articles and Listing Rules. Dr. Leung is entitled to receive a director’s fee of HK$120,000 per annum.

Mr. Sun Yongtao

Mr. SUN Yongtao（孫湧濤），aged 67，is the Chairman and an independent non-executive Director. Mr. Sun joined the Group on 27 May 2020 as an independent non-executive Director, redesignated as the executive Director on 26 November 2020, redesignated as the non-executive Chairman and non-executive Director on 16 March 2022, and redesigned as an independent non-executive director again with effect from 11 November 2024.

Mr. SUN has over 30 years of experience in finance and accounting. Mr. Sun is a senior accountant accredited by Guangdong Senior Title Evaluation Committee（廣東省高級職稱評審委員會）under Department of Finance of Guangdong Province, the PRC. Mr. SUN obtained his master degree in economics from Nankai University in 1986. From July 1993 to January 1996, he was a director and general manager of finance department of Shum Yip Investment Limited (now known as Shenzhen Investment Limited), a company listed on the Main Board of the Stock Exchange (stock code: 00604). From January 1996 to February 2002, he served as the financial controller, the deputy general manager (general affairs) and a director of Hengli Weaving (Holdings) Limited（香港恒力紡織（集團）有限公司）. Mr. SUN was the deputy general manager and the financial controller of Daya Bay Nuclear Power Finance Corporation, Ltd.（大亞灣核電財務有限責任公司）from February 2002 to November 2004. Mr. SUN was the chief accountant of Travelsky Technology Limited (“Travelsky”), a company listed on the Main Board of the Stock Exchange (stock code: 0696) from November 2004 to August 2017, and was a non-executive director of Travelsky from January 2007 to March 2009.

Mr. Sun has not entered into any service contract in relation to his directorship with the Company, nor been appointed for specific terms, provided that either Mr. Sun or the Company can at any time terminate such appointment by giving to the other not less than one month’s prior notice in writing. Mr. Sun is subject to retirement by rotation and re-election under the provisions of the Articles and Listing Rules. Mr. Sun is entitled to receive a director’s fee of HK$120,000 per annum.

The remuneration of Directors for re-election has been reviewed by the remuneration committee of the Company and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of the Directors.

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APPENDIX I

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

WHO ARE PROPOSED TO BE RE-ELECTED AT THE AGM

Retiring Directors’ interests in the Company under the SFO

As at Latest Practicable Date, Mr. Zhang Ayang, who will retire and, being eligible, offer himself for re-election at the AGM pursuant to the Articles had the following interests in the shares, underlying shares and debentures of the Company, its Group members and/or associated corporations (within the meaning of Part XV of the SFO), as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code contained in the Listing Rules:

Long position in ordinary Shares:

| Name of Director | Number of Shares held, capacity and nature of interest
Through spouse | Percentage of the Company’s share capital |
| --- | --- | --- |
| Mr. Zhang Ayang | 53,922,400
(Note (i)) | 4.92% |

Note:
(i) Mr. ZHANG Ayang is the spouse of Ms. WU Haiyan and he is deemed to be interested in these Shares under the SFO.

Save as disclosed hereof, as at the Latest Practicable Date, and to the best knowledge and belief of the Board, the Directors confirmed that:

(a) each of Mr. Zhang Ayang, Dr. Leung Clara Ka-wah and Mr. Sun Yongtao is not connected with any Director, senior management of the Company, substantial Shareholder or controlling Shareholder;

(b) each of Mr. Zhang Ayang, Dr. Leung Clara Ka-wah and Mr. Sun Yongtao has no other interests in the Shares which are required to be disclosed under Part XV of the SFO;

(c) each of Mr. Zhang Ayang, Dr. Leung Clara Ka-wah and Mr. Sun Yongtao did not hold any other directorships in listed public companies in the last three years;

(d) there is no information that needs to be disclosed pursuant to any of the requirements as set out in Rule 13.51(2) of the Listing Rules; and

(e) the Company is not aware of any other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange in relation to the re-election of Directors.

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APPENDIX II

EXPLANATORY STATEMENT

FOR THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Repurchase Mandate for your consideration.

LISTING RULES RELATING TO THE REPURCHASES OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the more important of which are summarised below:

(a) Shareholders' approval

All proposed purchase of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by the shareholders by an ordinary resolution, either by way of a general mandate or by a specific approval in relation to a specific transaction.

(b) Share capital

Under the Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the aggregate number of issued Shares at the date of the passing of the proposed resolution granting the Repurchase Mandate.

As at the Latest Practicable Date, the Company had 1,095,679,546 Shares in issue. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Shares are issued or repurchased by the Company prior to the AGM, exercise of the Repurchase Mandate in full would result in up to 109,567,954 Shares being repurchased by the Company during the period prior to (i) the next annual general meeting of the Company following the passing of the resolution referred to herein; or (ii) the date by which the next annual general meeting of the Company is required to be held by law or by the Articles; or (iii) the date upon which the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.

(c) Reason for repurchase

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

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APPENDIX II

EXPLANATORY STATEMENT

FOR THE REPURCHASE MANDATE

(d) Funding of repurchase

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its constitutional documents and the laws of the jurisdiction in which the Company was incorporated.

The Company is empowered by its memorandum and Articles to repurchase its Shares. The Cayman Islands law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the profit that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on redemption may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or out of the share premium of the Company. Under the Cayman Islands laws, the repurchased Shares will remain part of the authorised but unissued share capital.

As compared with the financial position of the Company as at 31 March 2025 (being date of its latest audited financial statements), the Directors consider that there would not be a material adverse impact on the working capital or gearing position of the Company if the Repurchase Mandate was to be exercised in full during the proposed repurchase period. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level (as compared with the position disclosed in its most recent published audited financial statements) of the Company.

(e) Connected parties

None of the Directors nor, to the best of the knowledge of the Directors having made all reasonable enquiries, any of their close associates has any present intention to sell Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell Shares to the Company, nor has he/she undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

(f) Undertaking by the Directors

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 Listing Rules and the applicable laws of the Cayman Islands.

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APPENDIX II

EXPLANATORY STATEMENT

FOR THE REPURCHASE MANDATE

(g) Takeovers Code

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 of voting rights for the purpose of the Takeovers Code.

Save as aforesaid, the Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

The Directors confirm that the Repurchase Mandate will not be exercised to an extent where the amount of Shares held by the public will be reduced to below 25%.

SHARE PURCHASE MADE BY THE COMPANY

During the six months immediately preceding the Latest Practicable Date, no Shares have been repurchased by the Company.

SHARE PRICES

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

Month	Share Price
	Highest HK$	Lowest HK$
2024
August	0.132	0.119
September	0.136	0.105
October	0.132	0.100
November	0.143	0.075
December	0.093	0.079
2025
January	0.086	0.080
February	0.093	0.076
March	0.141	0.094
April	0.150	0.130
May	0.141	0.111
June	0.152	0.141
July	0.178	0.140
August (up to the Latest Practicable Date)	0.168	0.128

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NOTICE OF ANNUAL GENERAL MEETING

Da Sen Holdings Group Limited

大森控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1580)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Da Sen Holdings Group Limited (the "Company") will be held at 2:00 p.m. on Tuesday, 30 September 2025 at Room 2703, 27th Floor, K. Wah Centre, No. 191 Java Road, North Point, Hong Kong for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 March 2025 and the reports of the directors (the "Directors") and independent auditor of the Company for the year ended 31 March 2025.

2. (A) To re-elect Mr. Zhang Ayang as an executive Director.

(B) To re-elect Dr. Leung Clara Ka-wah as a non-executive Director.

(C) To re-elect Mr. Sun Yongtao as an independent non-executive Director.

1. To authorise the board of Directors to determine the remuneration of the Directors.

2. To re-appoint Confucius International CPA Limited as the auditor of the Company and to authorise the board of Directors to determine the remuneration of the auditor of the Company.

3. To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:

(A) "THAT:

(a) subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

(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 which might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of Shares to be allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) 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; (iii) the exercise of any options granted under the share option scheme of the Company; or (iv) 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 memorandum and articles of association of the Company (the "Articles of Association") in force from time to time, shall not exceed 20% of the aggregate number of the Shares in issue as at the date of the passing of this resolution and such approval shall be limited accordingly; and

(d) for the purposes of this resolution:

"Relevant Period" means the period from 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 any applicable law to be held; and

(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares or other securities of the Company open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any recognised regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People's Republic of China).

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NOTICE OF ANNUAL GENERAL MEETING

(B) “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 repurchase shares of the Company, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;

(b) the aggregate number of shares of the Company which may be purchased pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of passing of 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 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 any applicable law to be held; and

(iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

(C) “THAT conditional upon Resolutions (A) and (B) set out above being passed, the aggregate number of shares of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in Resolution (B) above shall be added to the aggregate number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Resolution (A) above.”

By Order of the Board

Da Sen Holdings Group Limited

Sun Yongtao

Chairman

Hong Kong, 7 September 2025

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NOTICE OF ANNUAL GENERAL MEETING

Registered office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman KY1-1111
Cayman Islands

Principal place of business in Hong Kong:
Room 2703, 27th Floor
K. Wah Centre
No. 191 Java Road
North Point
Hong Kong

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or, if he is holder of more than one share, more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

2. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof).

3. The register of members of the Company will be closed from Thursday, 25 September 2025 to Tuesday, 30 September 2025 (both days inclusive), during which period no transfer of shares in the Company will be registered, for the purpose of determining the identity of the shareholders entitled to attend and vote at the AGM. In order to qualify for attending and voting at the AGM to be held on Tuesday, 30 September 2025, all transfers of shares accompanied by the relevant share certificates and transfer forms, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 24 September 2025.

4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorised.

5. Delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.

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