Da Sen Holdings Group Limited — Proxy Solicitation & Information Statement 2026

Jun 3, 2026

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.

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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "Meeting") of Da Sen Holdings Group Limited (the "Company") will be held at 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., Hong Kong for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company (unless otherwise specified or the context requires otherwise, terms and expressions as defined in the circular of the Company dated 3 June 2026 (the "Circular") shall carry the same meanings when used herein:

ORDINARY RESOLUTION

"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 (the "Purchaser"), Mr. Huang Jianting and Ms. Li Ziyun (collectively, the "Vendors") and the Guarantors, 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");

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(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.”

By order of the Board

Da Sen Holdings Group Limited

SUN Yongtao

Chairman

Hong Kong, 3 June 2026

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

Principal Place of Business and
Headquarters in Hong Kong:
Room 2703, 27th Floor
K. Wah Centre,
No. 191 Java Road,
Hong Kong

Notes:

(1) A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her/its behalf. For the avoidance of doubt and for the purposes of the Listing Rules, holders of treasury shares of the Company (if any) are not entitled to vote at the Company’s general meetings.

(2) A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

(3) A form of proxy for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he/she/it so wish.

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(4) In order to be valid, the form of proxy, together with a 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, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, No. 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.

(5) In the case of joint holders of shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

(6) The register of members of the Company will be closed from Thursday, 18 June 2026 to Monday, 22 June 2026 (both days inclusive), during which period no transfer of shares will be effected. In order to qualify for the entitlement to attend and vote at the above meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, No. 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Wednesday, 17 June 2026 for registration.

(7) If typhoon signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.msdscn.com and on the Stock Exchange website at www.hkexnews.com notify shareholders of the Company of the date, time and place of the rescheduled meeting.

As at the date of this notice, the executive Director is Mr. WONG Ben; the non-executive Director is Dr. LEUNG Clara Ka-wah; and the independent non-executive Directors are Mr. SUN Yongtao and Dr. KWOK Yiu Tong.

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