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Da Sen Holdings Group Limited Proxy Solicitation & Information Statement 2026

Jun 3, 2026

50017_rns_2026-06-03_4526caa6-32d2-4330-b64d-7c52787d5f35.pdf

Proxy Solicitation & Information Statement

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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)

Number of shares to which this proxy form relates (Note 1)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 22 JUNE 2026

I/We (Note 2), _____ of ____
___ being the registered holder(s) of the shares in the capital of Da Sen Holdings Group Limited
(the “Company”), HEREBY APPOINT (Note 3)
___ (name) of
______ (address) or failing him/her, THE CHAIRMAN
OF THE MEETING as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the
“EGM”) to be held Room 2703, 27th Floor, K. Wah Centre, No. 191 Java Road, North Point, Hong Kong on Monday, 22 June 2026 at 11:00 a.m. or
any adjournment of such meeting. I/We direct that my/our vote(s) be casted on the resolution as indicated by a “√” in the appropriate boxes. In the
absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

ORDINARY RESOLUTION FOR (Note 4) AGAINST (Note 4)
THAT
(a) the sale and purchase agreement (the “Agreement”) dated 18 January 2026 and the supplemental agreement dated 15 May 2026 entered into by Heroic Group Limited, Mr. Huang Jianting and Ms. Li Ziyun (collectively, the “Vendors”) Mr. Wong Tseng Hon and Mr. Chai Kaw Sing, in relation to the acquisition of Chance Rich International Trading Limited involving issue of consideration shares under specific mandate (a copy of which is produced to the Meeting and signed by the Chairman for the purpose of identification), the transaction contemplated thereunder and any other ancillary documents, be and are hereby confirmed, approved and ratified, subject to such addition or amendment as any director(s) of the Company (the “Director(s)”) may consider necessary, desirable or appropriate;
(b) the issue and allotment of up to 55,800,000 Shares (the “Consideration Shares”) at the issue price of HK$0.17 per Consideration Share to the Vendors or their designated third party pursuant to the terms of the Agreement be and are hereby approved (“Specific Mandate”);
(c) subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited having granted the listing of, and permission to deal in, the Consideration Shares, the Directors be and are hereby granted the Specific Mandate and any one or more of the Directors be and is/are hereby specifically authorised to exercise all the powers of the Company to allot, issue and credit as fully paid the Consideration Shares, on and subject to the terms and conditions of the Agreement (as amended by the Supplemental Agreement), provided that such authority granted to the Directors shall be in addition to, and shall not prejudice or revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior or subsequent to the passing of this resolution; and
(d) any one or more of the Directors be and is/are hereby authorized to do all such acts and things and execute all such documents which he/she/they consider necessary, appropriate, desirable and/or expedient for the purpose of, or in connection with the implementation of and giving effect to the Agreement (as amended by the Supplemental Agreement) and/or any transactions contemplated thereunder, and be and is/are further authorised to agree to all such variations and amendments to any document and to give all such waivers of the obligations under any document as are, in his/her opinion, in the interests of the Company and its shareholders.

Dated this _____ day of ____ 2026
Signature (Note 5):
______


Notes:

  1. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder appearing in this proxy form.
  2. Please insert full name(s) and address(es) in BLOCK CAPITALS. The name(s) of all joint registered holders should be stated.
  3. Please insert the name and address of the proxy. If no name is inserted, the chairman of the meeting will act as the proxy. A shareholder of the Company (the “Shareholder(s)”) may appoint one or more proxies to attend the EGM and vote for him/her provided that each proxy is appointed to exercise the rights attached to different share or shares held by the Shareholder. To appoint more than one proxy, a photocopy of this proxy form may be used. The proxy needs not be a Shareholder, but must attend the EGM (or any adjournment thereof) in person to represent you.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. IF YOU WISH TO USE LESS THAN ALL YOUR VOTES, OR TO CAST SOME OF YOUR VOTES “FOR” AND SOME OF YOUR VOTES “AGAINST” A PARTICULAR RESOLUTION, YOU MUST WRITE THE NUMBER OF VOTES IN THE RELEVANT BOX(ES). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
  5. This proxy form must be signed by you or your agent duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or be signed by an officer or agent duly authorised in writing. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  6. In order to be valid, this completed proxy form, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be lodged with the Company's branch share registrar and transfer office in Hong Kong (the “Share Registrar”), 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 for holding the EGM or its adjournment (as the case may be).
  7. Submission of this proxy form shall not preclude you from attending the EGM or its adjournment and voting in person should you so wish, but the appointment of the proxy will be revoked if you attend in person at the EGM.
  8. If you have returned a proxy form, you may revoke it by completing and signing a proxy form bearing a later date, and lodging it with the Share Registrar. In order to be valid for voting purposes, this latter proxy form should be received by Share Registrar not later than 48 hours before the time appointed for holding the EGM or its adjournment (as the case may be) (the “Closing Time”). If this latter proxy form is lodged with Share Registrar after the Closing Time, it will be invalid for voting purpose. However, it will revoke any previous proxy form and any vote that may be cast by the purported proxy will not be counted in any poll taken on a proposed resolution.
  9. In the case of joint registered holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but if more than one of such joint holders are present at the EGM personally or by proxy, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Company's register of members in respect of the relevant joint holding.
  10. The Company reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.