Deep Source Holdings Limited — Proxy Solicitation & Information Statement 2026

Jun 4, 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.

DEEP SOURCE HOLDINGS LIMITED

至源控股有限公司*

(Formerly known as Theme International Holdings Limited)

(incorporated in the Bermuda with limited liability)

(Stock Code: 990)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Deep Source Holdings Limited (formerly known as Theme International Holdings Limited (the "Company")) will be held at Unit 1501, 1502, 1510, 1511, 1512A and 1512B on 15/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on Tuesday, 30 June 2026 at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited financial statements and the reports of the directors and of the auditors of the Company for the year ended 31 December 2025;
2. To re-elect the retiring directors of the Company and authorise the board of directors to fix their remuneration;
3. To re-appoint Rongcheng (Hong Kong) CPA Limited as the auditor of the Company and authorise the board to fix auditors' remuneration;
4. To consider as special business and, if thought fit, pass with or without amendments, the following resolutions as an ordinary resolution:

"THAT:

4.1 subject to paragraph 4.3 of this resolution and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for any shares or such securities in the capital of the Company, and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;
4.2 the approval in paragraph 4.1 of this resolution shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period;

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4.3 the aggregate number of the shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option, warrant or otherwise) and issued by the directors of the Company pursuant to the approval granted in paragraph 4.1 of this resolution, otherwise than pursuant to:

(i) a Rights Issue (as hereinafter defined);

(ii) the rights of subscription or conversion under the terms of any warrants issued by the Company or any securities when are convertible into shares;

(iii) the share option scheme of the Company approved by The Stock Exchange of Hong Kong Limited; or

(iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the bye-laws of the Company;

shall not exceed 20% of the number of the shares of the Company in issue (excluding treasury shares) as at the date of passing of this resolution, and the approval granted in paragraph 4.1 of this resolution shall be limited accordingly; and

4.4 for the purpose of this resolution,

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company; or

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law to be held; or

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

“Rights Issue” means an offer of shares, or offer of warrants or options or similar giving rights to subscribe for shares, open for a period fixed by the directors of the Company to the holders of shares of the Company on the register on a fixed record date in proportion to their holdings of such shares of the Company (subject to such exclusions or other arrangements as the directors of the Company 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 applicable to the Company).

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5 To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT:

5.1 subject to paragraph 5.3 of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) subject to and in accordance with all applicable laws and the requirements of the Listing Rules as amended from time to time be and is hereby generally and unconditionally approved;

5.2 the approval in paragraph 5.1 of this resolution shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares of the Company at a price determined by the directors of the Company;

5.3 the aggregate number of the shares of the Company which are authorised to be repurchased by the Company pursuant to the approval granted in paragraph 5.1 of this resolution shall not exceed 10% of the number of shares of the Company in issue (excluding treasury shares) as at the date of the passing of this resolution, and the approval granted under paragraph 5.1 of this resolution shall be limited accordingly;

5.4 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; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law to be held; or
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company.”

6 To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT conditional upon the passing of resolutions nos. 4 and 5 as set out in the notice convening this meeting of which these resolutions form part, the general mandate granted to the directors of the Company pursuant to the resolution no. 4 as set out in the notice convening the meeting of which this resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares of the Company

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repurchased by the Company under the authority granted pursuant to the resolution no. 5 as set out in notice convening the meeting of which this resolution forms part, provided that such amount shall not exceed 10% of the number of the shares of the Company in issue (excluding treasury shares) as at the date of passing of this resolution.”

SPECIAL RESOLUTION

7 To consider and, if thought fit, pass, with or without amendments, the following resolution as a special resolution:

“THAT:

(a) the proposed amendments to the existing bye-laws of the Company (the “Proposed Amendments”), the details of which are set out in Appendix III to the circular of the Company dated 5 June 2026, be and are hereby approved; and

(b) the amended and restated bye-laws of the Company (the “New Bye-laws”) which contains all the Proposed Amendments and a copy of which is marked “A” and produced to this meeting and signed by the chairman of this meeting for the purpose of identification be and is hereby approved and adopted as the bye-laws of the Company in substitution for and to the exclusion of the existing bye-laws of the Company with immediate effect and that any one director or officer of the Company be and is hereby authorised to do all things necessary to implement the adoption of the New Bye-laws, including but not limited to attending to any and all filings as may be necessary in Bermuda or Hong Kong.”

By Order of the Board
Deep Source Holdings Limited
Wu Lei
Executive Director

Hong Kong, 5 June 2026

Notes:

1. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on behalf of him. A proxy need not be a shareholder of the Company.

2. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting (i.e. Sunday, 28 June 2026 at 11:00 a.m.) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude any shareholder from attending and voting in person at the annual general meeting or any adjourned meeting thereof should he so wishes.

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3 The register of members of the Company will be closed from Thursday, 25 June 2026 to Tuesday, 30 June 2026 (both dates inclusive) during which period no transfer of Shares will be registered. In order to attend and vote at the annual general meeting, all transfer 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 for registration no later than 4:30 p.m on Wednesday, 24 June 2026.

4 In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint shareholding.

5 The votes to be taken at the meeting will be taken by poll.

6 The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the executive Directors are Mr. Jiang Jiang, Mr. Wu Lei and Mr. Xu Hang; the non-executive Directors are Mr. Kang Jian, Mr. Lin Pusheng, Mr. Zhu Haifei and Mr. Ding Lin; and the independent non-executive Directors are Prof. Wu Wei, Mr. Wong Hok Bun Mario, Ms. Chan Lai Ping and Mr. Liu Song.

• For identification purpose only

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