Daisho Microline Holdings Limited — Proxy Solicitation & Information Statement 2026

May 6, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Daisho Microline Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

DAISHO MICROLINE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00567)

PROPOSED CHANGE OF COMPANY NAME;

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting (the "SGM") of Daisho Microline Holdings Limited to be held at Suite 22C, 22/F, 228 Electric Road, North Point, Hong Kong on Friday, 22 May 2026 at 11:00 a.m. is set out on pages N-1 to N-2 of this circular. Whether or not you are able to attend the SGM, you are requested to complete, sign and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof, should you so wish.

This circular together with the form of proxy are also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.irasia.com/listco/hk/daisho).

6 May 2026

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 2
NOTICE OF SGM ... N-1

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DEFINITIONS

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

"Board"
the board of Directors

"Bye-Law(s)"
Bye-Law(s) of the Company currently in force (as amended from time to time)

"Change of Company Name"
proposed to change the English name of the Company from "Daisho Microline Holdings Limited" to "Jsmart Technologies Group Limited" and to adopt and register in Bermuda the Chinese name "金安具身智能科技集團有限公司" as the Company's secondary name to replace its existing Chinese name "大昌微錢集團有限公司", which was for identification purpose

"Companies Act"
the Companies Act 1981 of Bermuda

"Company"
Daisho Microline Holdings Limited, an exempted limited liability company incorporated in Bermuda, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 0567)

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

"Group"
the Company and its subsidiaries

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

"SGM"
the special general meeting of the Company to be held at Suite 22C, 22/F, 228 Electric Road, North Point, Hong Kong on Friday, 22 May 2026 at 11:00 a.m., notice of which is set out on pages N-1 to N-2 of this circular, or any adjournment thereof

"Share(s)"
ordinary share(s) of HK$0.10 each in the issued capital of the Company

"Shareholder(s)"
holder(s) of the Shares

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

DAISHO MICROLINE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00567)

Executive Directors:
- LEE Man Kwong (Chairman)
- SUN Jingan

Non-executive Director:
- YAU Pak Yue

Independent non-executive Directors:
- CHAN Yau Ching, Bob
- LEUNG Hoi Ming
- LIN Ying

Registered Office:
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM10
Bermuda

Head Office and Principal
Place of Business:
Unit A, 10/F.
Fook Hing Industrial Building
33 Lee Chung Street
Chai Wan, Hong Kong

6 May 2026

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME; AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 24 April 2026 in relation to the proposed Change of Company Name.

The purpose of this circular is to provide the Shareholders with information regarding the resolution to be proposed at the SGM relating to the proposed Change of Company Name.

The notice of the SGM is enclosed herein as part of this circular.

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LETTER FROM THE BOARD

CHANGE OF COMPANY NAME

The Board has proposed to change the English name of the Company from “Daisho Microline Holdings Limited” to “Jsmart Technologies Group Limited” and to adopt and register in Bermuda the Chinese name “金安具身智能科技集團有限公司” as the Company’s secondary name to replace its existing Chinese name “大昌微緩集團有限公司”, which was for identification purpose.

Conditions of the Change of Company Name

The Change of Company Name is subject to satisfaction of the following conditions:

1. the passing of a special resolution by the Shareholders approving the proposed Change of Company Name at the SGM; and
2. the Registrar of Companies in Bermuda approving the proposed Change of Company Name by issuing a certificate of change of name and a certificate of secondary name.

Subject to the satisfaction of the conditions set out above, the proposed Change of Company Name will take effect from the date on which the Registrar of Companies in Bermuda registers the new English name in place of the existing English name of the Company and (where applicable) registers the new secondary name in Chinese of the Company. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Reasons for the Change of Company Name

The Group is actively undergoing strategic expansion into artificial intelligence (AI) and robotics industries. The Board considers that the Change of Company Name will better reflect the Group’s current business focus and new strategic development.

In addition, the Board believes that the new name will provide the Group with a more appropriate and refreshed corporate image, which will help enhance the Group’s brand recognition among investors, business partners and customers. Accordingly, the Board considers that the proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effect of the Change of Company Name

Subject to the proposed Change of Company Name taking effect upon the issuance of the certificate of change of name and the certificate of secondary name by the Registrar of Companies in Bermuda, the Company will adopt the new English and Chinese names. The change of name will not affect any rights of the Shareholders or the Group’s existing operations. All existing share certificates bearing the current name of the Company will continue to be valid for trading, settlement, registration and delivery purposes and will not require replacement.

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LETTER FROM THE BOARD

Upon the name change becoming effective, the Company will apply for the adoption of new English and Chinese stock short names for trading of its shares on the Stock Exchange. The stock code of the Company will remain unchanged. New share certificates to be issued thereafter will bear the new company name. Subject to the proposed Change of Company Name becoming effective, the Company will also adopt a new logo.

CLOSURE OF THE REGISTER OF MEMBERS

The SGM will be held at Suite 22C, 22/F, 228 Electric Road, North Point, Hong Kong on Friday, 22 May 2026 at 11:00 a.m. For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Tuesday, 19 May 2026 to Friday, 22 May 2026, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the SGM, unregistered holders of the Shares should ensure that all share transfer forms accompanied by the relevant share certificates must be lodged with Tricor Investor Services Limited, the Company's branch share registrar in Hong Kong, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Monday, 18 May 2026. The record date for attending and voting at the SGM is on Friday, 22 May 2026.

SGM AND PROXY ARRANGEMENT

The notice convening the SGM to be held at Suite 22C, 22/F, 228 Electric Road, North Point, Hong Kong on Friday, 22 May 2026 at 11:00 a.m. is set out on pages N-1 to N-2 of this circular.

Pursuant to the 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 meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolution proposed at the SGM shall be voted by way of a poll.

An announcement on the poll results will be published by the Company after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the SGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.irasia.com/listco/hk/daisho). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the SGM if you so wish, and in such event, the form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

TYPHOON OR BLACK RAINSTORM WARNING ARRANGEMENTS

If typhoon signal No. 8 or above, or a black rainstorm warning is in effect at 8:00 a.m. on the date of the SGM, the meeting will be postponed to a later date. The Company will as soon as practicable post an announcement on its website (www.irasia.com/listco/hk/daisho) and the website of the Stock Exchange (www.hkexnews.hk) to notify the Shareholders of the date, time and place of the rescheduled meeting.

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 respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the resolution proposed in the notice of SGM are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all resolutions to be proposed at the SGM.

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 any resolution to be proposed at the SGM.

In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

Yours faithfully,

By Order of the Board

Daisho Microline Holdings Limited

LEE Man Kwong

Chairman

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NOTICE OF SGM

DAISHO MICROLINE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00567)

NOTICE IS HEREBY GIVEN that the special general meeting ("SGM") of Daisho Microline Holdings Limited (the "Company") will be held at Suite 22C, 22/F, 228 Electric Road, North Point, Hong Kong on Friday, 22 May 2026 at 11:00 a.m. for the following purpose:

SPECIAL RESOLUTION

1. "THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda by way of issuing a certificate of change of name and a certificate of secondary name, the name of the Company be changed from "Daisho Microline Holdings Limited" to "Jsmart Technologies Group Limited" and the Chinese name of the Company be adopted and registered as "金安具身智能科技集團有限公司" with effect from the date of the certificate of change of name and the certificate of secondary name issued by the Registrar of Companies in Bermuda, and that any director of the Company be and is hereby authorised to do all such acts and things and sign and execute all such documents and make all such arrangements as he/she may, in his/her absolute discretion, consider necessary or expedient for the purpose of, or in connection with, the implementation of and giving effect to the said change of name of the Company."

For and on behalf of the Board

Daisho Microline Holdings Limited

LEE Man Kwong

Chairman

Hong Kong, 6 May 2026

N-1

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NOTICE OF SGM

Notes:

1. All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the SGM is entitled to appoint one proxy or, if the shareholder holds two or more shares, more than one proxy to attend and, subject to the provisions of the Bye-Laws of the Company, to vote instead of him. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him. Only a shareholder of the Company may be appointed to act as a proxy.

3. In the case of joint registered holders of any Share, any one of such joint holders may vote at the SGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto. But if more than one of such joint holders be present at the SGM personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect of thereof. Several executors or administrators of a deceased member in whose name any share stands shall be deemed joint holders thereof.

4. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the SGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. The register of members of the Company will be closed from Tuesday, 19 May 2026 to Friday, 22 May 2026, both days inclusive, during which period no transfer of shares will be effected, while the record date for determining the entitlement to attend and vote at the SGM will be on Friday, 22 May 2026. In order to be eligible to attend and vote at the meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 18 May 2026.

N-2