DPC Dash Ltd - AGM Information 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 registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in DPC Dash Ltd, 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 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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DPC Dash Ltd 達勢股份有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 1405)

(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES,

(2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS,

(3) PROPOSED RE-APPOINTMENT OF AUDITOR, (4) PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION, AND

(5) NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening an annual general meeting of DPC Dash Ltd to be held by way of virtual meeting at 9:00 a.m. on Thursday, May 28, 2026 (“Annual General Meeting”) is set out on pages 28 to 33 of this circular. Whether or not you are able to attend the Annual General Meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and, in any event, not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting if you so desire. For the avoidance of doubt, holders of treasury Shares (if any) shall abstain from voting at the Company’s general meeting. The Company will be conducting the Annual General Meeting by way of a virtual meeting. The Shareholders and/or their proxies will NOT be able to attend the Annual General Meeting in person, and can only attend the Annual General Meeting via visiting the website at http://meetings.computershare.com/DPCAGM2026 which enables audio live streaming of the Annual General Meeting.

References to time and dates in this circular are to Hong Kong time and dates.

April 29, 2026

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Guidance Notes for the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I – Explanatory Statement on the Repurchase Mandate . . . . .	12
Appendix II – Details of the Retiring Directors Proposed to be
Re-elected at the Annual General Meeting . . . . . . . . . . .	16
Appendix III – Proposed Amendments to the Memorandum and
Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28

– i –

DEFINITIONS

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

“Annual General Meeting” or “AGM”
the virtual annual general meeting of the Company to be held at 9:00 a.m. on Thursday, May 28, 2026 by way of electronic means or any adjournment thereof, the notice of which is set out on pages 28 to 33 of this circular
“Board”
the board of Directors
“CCASS”
the Central Clearing and Settlement System established and operated by HKSCC
“Chairperson” shall mean the Chairperson presiding at any meeting of members
“Company”
DPC Dash Ltd (達勢股份有限公司), a business company with limited liability incorporated under the laws of the British Virgin Islands on April 30, 2008, the Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)”
the director(s) of the Company, from time to time
“Extension of Share Issue Mandate”
a general and unconditional mandate proposed to be granted to the Directors to extend the Issue Mandate by adding those shares that may be repurchased under Repurchase Mandate in the manner as set out in the notice of Annual General Meeting
“Group”
the Company together with its subsidiaries from time to time; “member of the Company” means any or a specific one of them, and “Group Company” shall be construed accordingly
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC”
Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

“Issue Mandate”
“Latest Practicable Date”
“Listing Date”
“Listing Rules”
“Main Board”
“Memorandum and Articles of Association” or “Articles of Association”
“New Memorandum and Articles of Association”
“Nomination Committee”
“PRC” or “China”
“Repurchase Mandate”
a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with new Shares (including any sale and transfer of Shares out of treasury that are held as treasury Shares) not exceeding 20% of the number of the issued Shares of the Company (excluding any treasury Shares) as at the date of passing the relevant resolution
April 21, 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
March 28, 2023, the date on which the Shares are listed and dealings in the Shares are first permitted to take place on the Stock Exchange
the Rules Governing the Listing of Securities on the Main Board of the Stock Exchange
the stock market (excluding the options market) operated by the Stock Exchange which is independent from and operates in parallel with the GEM of the Stock Exchange
the ninth amended and restated memorandum and articles of association of the Company adopted by resolution of members passed on November 29, 2022 and filed on March 27, 2023 and currently in force
the tenth amended and restated memorandum and articles of association of the Company proposed to be adopted at the Annual General Meeting
the nomination committee of the Company
the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan region
a general and unconditional mandate proposed to be granted to the Directors to repurchase Shares not exceeding 10% of the number of the issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution

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DEFINITIONS

“RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time “Share(s)” ordinary share(s) in the share capital of our Company, currently with a par value of US$1.00 each (save for any treasury Shares, the holders of which shall abstain from voting at the Company’s general meeting) “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Code on Takeovers and Mergers issued by the Securities and Futures Commission, as amended, supplemented or otherwise modified from time to time “treasury Shares” has the meaning ascribed to it under the Listing Rules “U.S.” or “United States” the United States of America, its territories and possessions and all areas subject to its jurisdiction “US$” U.S. dollars, the lawful currency of the United States of America “%” per cent

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LETTER FROM THE BOARD

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DPC Dash Ltd 達勢股份有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 1405)

Executive Director:

Ms. Yi Wang (王怡) (Chief Executive Officer)

Non-executive Directors:

Mr. Frank Paul Krasovec (Chairman) Mr. James Leslie Marshall Mr. Zohar Ziv Mr. Matthew James Ridgwell Mr. Weiking Ng

Independent Non-executive Directors: Mr. David Brian Barr Ms. Lihong Wang (王勵弘) Ms. Bin Yu (余濱)

Registered office: Kingston Chambers PO Box 173 Road Town Tortola British Virgin Islands

Head Office and Principal Place of business in China: Level 8, Block A 33 Caobao Road Shanghai China, 200235

Principal place of business in Hong Kong: 46/F, Hopewell Centre 183 Queen’s Road East Wan Chai Hong Kong

April 29, 2026

To the Shareholders

Dear Sir/Madam,

(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES,
(2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS, (3) PROPOSED RE-APPOINTMENT OF AUDITOR,

(4) PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION, AND (5) NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of Annual General Meeting and information in relation to, among others, the following resolutions to be proposed at the Annual General Meeting: (i) the granting to the Directors of the Issue Mandate, the Repurchase Mandate and the Extension of Share Issue Mandate, (ii) the re-election of the retiring Directors, (iii) the re-appointment of auditor, and (iv) the adoption of the New Memorandum and Articles of Association.

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LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE NEW SHARES AND EXTENSION OF SHARE ISSUE MANDATE

At the annual general meeting of the Company held on May 29, 2025, an ordinary resolution was passed granting a general mandate to the Directors to issue new Shares up to a maximum of 20% of the total number of the issued Shares as at the date of passing such resolution. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to ensure greater flexibility for the Company to issue new Shares (including any sale or transfer of treasury Shares), an ordinary resolution numbered 4(A) will be proposed at the Annual General Meeting to grant to the Directors the Issue Mandate to exercise the powers of the Company to allot, issue or otherwise deal with new Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the number of the issued Shares (excluding any treasury Shares) as at the date of the passing of the relevant resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 131,562,155 Shares with a par value of US$1.00 each. Subject to the passing of the ordinary resolution numbered 4(A) granting the Issue Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue (or transfer out of the treasury) a maximum of 26,312,431 Shares.

In addition, subject to a separate approval of the ordinary resolution numbered 4(C), the number of Shares purchased by the Company under the Repurchase Mandate proposed to be granted pursuant to the ordinary resolution numbered 4(B) will also be added to extend the 20% limit of the Issue Mandate as mentioned in the ordinary resolution numbered 4(A).

3. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on May 29, 2025, an ordinary resolution was passed granting a general mandate to the Directors to repurchase Shares up to a maximum of 10% of the total number of the issued Shares as at the date of passing such resolution. Such mandate will lapse at the conclusion of the Annual General Meeting. In addition, an ordinary resolution numbered 4(B) will be proposed at the Annual General Meeting to approve the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of the issued Shares (excluding any treasury Shares) as at the date of the passing of the relevant resolution in relation to the Repurchase Mandate.

An explanatory statement required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

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LETTER FROM THE BOARD

4. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Article 14.17 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 three or a multiple of three, then 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. A retiring Director shall be eligible for re-election. Accordingly, Ms. Yi Wang, Mr. Weiking Ng and Ms. Bin Yu, will retire by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the Directors with reference to the nomination principles and criteria set out in the Company’s board diversity policy and the Company’s corporate strategy. The Nomination Committee has recommended to the Board on re-election of all the above-mentioned Directors.

On the re-election of, Ms. Yi Wang, Mr. Weiking Ng and Ms. Bin Yu, the Nomination Committee considered, and the Board shared the same views, that at all times during their period of directorship with the Company, they have properly discharged their duties and responsibilities, and their professional knowledge and general business acumen will continue to generate significant contribution to the Board for its effective functioning and diversity, the Company and the Shareholders as a whole. Ms. Bin Yu, as an independent non-executive director candidate, further contributes to the diversity of the Board through her work experience and directorships in a variety of industries and other listed companies, her extensive experience overseeing legal compliance and risk control of businesses, and her accounting and financial management expertise.

In this regard, the Board is satisfied that Ms. Yi Wang, Mr. Weiking Ng and Ms. Bin Yu are persons of integrity and believes that their re-election and continued appointment will allow the Board as well as the Company to continuously benefit from the sharing of their invaluable experience, contribution and participation.

In addition, Ms. Bin Yu has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board is of the view that Ms. Yu meets the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules and is independent. Ms. Yu possesses extensive experience in financial and operational leadership. She has demonstrated her ability to provide an independent view to the Company’s affairs during her tenure in office. The Board considers enhancing its diversity with different expertise when re-election of an independent non-executive Director. The Board is of the view that Ms. Yu will continue to bring further contribution and independent opinion to the Group and therefore propose to the Shareholders for her re-election at the Annual General Meeting.

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LETTER FROM THE BOARD

Details of the above retiring Directors who are standing for re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

5. PROPOSED RE-APPOINTMENT OF AUDITOR

The consolidated financial statements of the Group for the year ended December 31, 2025 were audited by PricewaterhouseCoopers whose term of office will expire upon the Annual General Meeting.

The Board proposes to re-appoint PricewaterhouseCoopers as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix the remuneration of the auditor.

6. PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

As disclosed in the announcement of the Company dated March 30, 2026, the Board proposed to amend the Memorandum and Articles of Association in order to (i) allow the Company’s general meeting to be held in the form of an electronic meeting or a hybrid meeting and provide for voting by electronic means; (ii) bring the Memorandum and Articles of Association in line with the latest legal and regulatory requirements in relation to electronic dissemination of corporate communications; and (iii) incorporate other consequential and house keeping amendments. The New Memorandum and Articles of Association is proposed to be adopted in substitution for, and to the exclusion of, the Memorandum and Articles of Association.

Save for the proposed amendments, the contents of the other provisions of the Memorandum and Articles of Association shall remain unchanged.

The proposed adoption of the New Memorandum and Articles of Association is subject to the approval of the Shareholders at the AGM. The full particulars of the proposed amendments to the Memorandum and Articles of Association brought about by the adoption of the New Memorandum and Articles of Association are set out in Appendix III to this circular. The Chinese translation of the New Memorandum and Articles of Association is for reference only. In case of any discrepancy or inconsistency between the English and Chinese versions, the English version shall prevail. Prior to the passing of the Shareholders’ resolution at the AGM, the Memorandum and Articles of Association shall remain valid.

The Company has been advised by its respective legal advisers that the proposed adoption of the New Memorandum and Articles of Association conforms to the requirements under the Listing Rules and is not inconsistent with the laws of the British Virgin Islands. The Company also confirms that there is nothing unusual about the proposed amendments to the Memorandum and Articles of Association for a company listed on the Stock Exchange.

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LETTER FROM THE BOARD

7. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting, the record date will be Thursday, May 28, 2026 and the transfer books and register of members of the Company will be closed from Friday, May 22, 2026 to Thursday, May 28, 2026, both days inclusive. During the above period, no transfer of Shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfers 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, Wan Chai, Hong Kong before 4:30 p.m. on Thursday, May 21, 2026.

8. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 28 to 33 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to the Shareholders to consider and approve (i) the granting to the Directors of the Issue Mandate, the Repurchase Mandate and the Extension of Share Issue Mandate, (ii) the re-election of the retiring Directors, (iii) the re-appointment of auditor and (iv) the adoption of the New Memorandum and Articles of Association.

9. FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.dpcdash.com), respectively. Whether or not you intend to attend the Annual General Meeting, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return it to 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, Wan Chai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof if you so wish and in such event the form of proxy shall be deemed to be revoked.

10. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 11.6 of the ninth amended and restated articles of association of the Company, any vote of shareholders at a general meeting must be taken by poll save that the Chairperson may, in good faith, allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Listing Rules to be voted on by a show of hands. The Chairperson of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting by way of poll. On a poll, every Shareholder attends general meetings or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each Share registered

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LETTER FROM THE BOARD

in his name in the register of members of the Company. A Shareholder entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same way. For the avoidance of doubt and for the purposes of the Listing Rules, holders of treasury Shares (if any) shall abstain from voting on matters that require shareholders’ approval at the Company’s general meetings.

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

11. 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.

12. RECOMMENDATION

The Directors consider that the proposed resolutions are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully, By Order of the Board DPC Dash Ltd Mr. Frank Paul KRASOVEC Chairman

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GUIDANCE NOTES FOR THE ANNUAL GENERAL MEETING

To maximize participation by Shareholders, the Company will be conducting the Annual General Meeting by way of a virtual meeting. The Shareholders will be invited to attend the Annual General Meeting by way of electronic means pursuant to Article 10.4 of the Articles.

No Shareholder, proxy or corporate representative should attend the AGM in person. The Company strongly encourages Shareholders to attend, participate and vote at the AGM through online access by visiting the website – http://meetings.computershare.com/DPCAGM2026 (the “Online Platform”). Shareholders participating in the AGM using the Online Platform will also be counted towards the quorum and they will be able to cast their vote and submit questions through the Online Platform.

The Online Platform permits a “split vote” on a resolution, in other words, a Shareholder casting his/her/its votes through the Online Platform does not have to vote all of his/her/its shares in the same way (“For” or “Against”). In the case of a proxy, he/she can vote such number of shares in respect of which he/she has been appointed as a proxy. Votes cast through the Online Platform are irrevocable once the voting session at the AGM ends.

The Online Platform will be open for registered Shareholders and non-registered Shareholders (see below for login details and arrangements) to log in approximately 30 minutes prior to the commencement of the AGM and can be accessed from any location with an internet connection by a smartphone, tablet device, or computer. Shareholders should allow ample time to check into the Online Platform to complete the related procedures. Please refer to the Online User Guide for the AGM sent together with this circular for assistance. Any missed contents as a result of connection issues arising from the Shareholders will not be repeated.

LOGIN DETAILS FOR REGISTERED SHAREHOLDERS

Details regarding the AGM arrangements including login details to access the Online Platform are included in the Company’s notification letter to registered Shareholders sent together with this circular.

LOGIN DETAILS FOR NON-REGISTERED SHAREHOLDERS

Non-registered Shareholders who wish to attend and vote at the Annual General Meeting should (1) contact and instruct their banks, brokers, custodians, nominees or HKSCC Nominee Limited through which their shares are held (together, the “Intermediary”) to appoint themselves as proxy or corporate representative to attend the Annual General Meeting, and (2) provide their email address to their Intermediary before the time limit required by the relevant Intermediary. Details regarding the AGM arrangements including login details to access the Online Platform will be sent by the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, to the email address of the nonregistered Shareholders provided by the Intermediary. Any non-registered Shareholder who has provided an email address through the relevant Intermediary for this purpose but has not received the login details by email by 12:00 noon on Wednesday, May 27, 2026 should reach out to the Hong Kong branch share registrar of the Company for assistance. Without the login

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GUIDANCE NOTES FOR THE ANNUAL GENERAL MEETING

details, non-registered Shareholders will not be able to participate and vote using the Online Platform. Non-registered Shareholders should therefore give clear and specific instructions to their Intermediary in respect of both (1) and (2) above.

Registered and Non-registered Shareholders should note that only one device is allowed per login. Please also keep the login details in safe custody for use at the Annual General Meeting and do not disclose them to anyone else. Neither the Company nor its agents assume any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for voting or otherwise.

For enquiries regarding the login details to access the Annual General Meeting, please call Computershare at (852) 2862 8555 for assistance.

If any Shareholder has any question relating to the AGM, please contact the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre 183 Queen’s Road East, Wan Chai, Hong Kong Website: www.computershare.com/hk/contact Tel: (852) 2862 8555 Fax: (852) 2865 0990

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders.

Repurchases of Shares may, depending on market conditions and funding arrangements at the time, result in an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 131,562,155 Shares, with no treasury Shares.

Subject to the passing of the resolution granting of the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 13,156,215 Shares representing 10% of the number of issued shares of the Company as at the Latest Practicable Date (excluding any treasury Shares), during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period with which the next annual general meeting of the Company is required to be held by any applicable laws or the Articles; or (iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company’s internal resources, which shall be funds legally available for such purposes in accordance with the Company’s Memorandum and Articles of Association, in the laws of the British Virgin Islands and/or any other applicable laws, as the case may be.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

4. IMPACT OF REPURCHASES

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the general mandate to repurchase Shares were to be exercised in full at the current prevailing market value, it may not have a material adverse impact on the working capital and the gearing position of the Group, as compared with the positions disclosed in the audited consolidated financial statements of the Group as at December 31, 2025, being the date to which the latest published audited consolidated financial statements of the Group were made up. The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Group.

5. GENERAL

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, the Articles and the applicable laws of the British Virgin Islands.

The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group’s capital management needs at the relevant time of the repurchases.

For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates, as defined in the Listing Rules, currently intends to sell any 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, has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

The Directors confirm that to the best of their knowledge and belief, neither the explanatory statement nor the proposed repurchase of Shares pursuant to the Repurchase Mandate has any unusual features.

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

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 for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, to the best knowledge and belief of the Directors, Good Taste Limited was interested in 43,473,147 Shares (including the 7,721 share awards vested but shares not yet issued to Good Taste Limited), representing approximately 33.04% of the total number of Shares in issue. Good Taste Limited is wholly-owned by Ocean Investments Limited, the entire interest of which is in turn wholly owned and managed by a corporate trustee (the “Trustee”) for the benefit of a discretionary (irrevocable) family trust in which, Mr. James Leslie Marshall (“Mr. Marshall”) is the protector, a named person in its discretionary class of beneficiaries and one of the directors of the Trustee. Mr. Marshall as the protector of the trust has various powers and rights pursuant to the terms of the relevant trust deed including, without limitation, the power to appoint or remove the trustee as well as the right to direct the trustee to exercise the voting or other rights attached to any securities of Ocean Investments Limited, the 100% parent of Good Taste Limited. Mr. Marshall is however not the settlor of the irrevocable trust, and the settlor of the trust does not have control over, or interests, in the assets of the trust. In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, then the attributable interest of Good Taste Limited would be increased from approximately 33.04% to approximately 36.72% of the total number of Shares in issue.

To the best knowledge and belief of the Directors, such increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in such mandatory offer obligation arising.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the number of the issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

– 14 –

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange in each of the previous twelve months were as follows:

Month	Highest prices	Lowest prices
	HK$	HK$
2025
April	108.00	89.30
May	103.20	92.35
June	107.30	86.25
July	103.40	84.00
August	90.05	81.15
September	90.65	81.20
October	92.00	83.20
November	90.20	72.60
December	82.90	70.20
2026
January	74.50	65.10
February	69.95	61.75
March	69.95	47.46
April (up to the Latest Practicable Date)	52.90	50.95

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company or by its subsidiaries during the previous 6 months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

– 15 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the Annual General Meeting according to the Articles, are provided below.

(1) Ms. Yi Wang, aged 48

Position & experience

Ms. Yi Wang (“Ms. Wang”) , also known as Aileen Wang, aged 48, is an executive Director and the chief executive officer of our Group. Ms. Wang is primarily responsible for our Company’s overall strategic planning and business direction. Ms. Wang has extensive experience in management in the food and beverage industry. Ms. Wang joined our Group as our chief executive officer in May 2017 and became an executive Director of our Group in June 2021. Prior to joining our Group, she served in several management roles at McDonald’s China for approximately eight years. Her last position at McDonald’s China was Vice President of Franchising responsible for developing the franchising system and overseeing franchisee performance from January 2015 to May 2017. She also served as the Vice President and the General Manager for the Central China Region from November 2012 to December 2014, in which role she managed over 500 stores and was responsible for the full P&L responsibilities, store opening and operations. Between June 2011 and October 2012, she served as the General Manager for the Shanghai market, managing over 100 stores and in charge of the full P&L responsibilities, store opening and operations. Between September 2009 and May 2011, she spent 21 months going through the operations training program in the stores as an externally hired, fast-track leadership program candidate in the Asia Pacific, Middle East and Africa Region of McDonald’s. Before working at McDonald’s China, Ms. Wang served as an associate and engagement manager at McKinsey & Company in Atlanta, Georgia and Stamford, Connecticut in the United States from August 2004 to August 2009, focusing on the retail industry and the functions of strategy and operations. In addition, Ms. Wang is a member of Young President Organization’s Shanghai Chapter.

Ms. Wang received her master’s degree in economics from Vanderbilt University in June 2004 and her bachelor’s degree in world economics from Fudan University (復旦大學) in June 2000.

Length of service

The Company has entered into an appointment letter with Ms. Yi Wang on June 2, 2021 (which was amended on March 12, 2023). The term of appointment shall be for an initial period of three years from the Listing Date or until the third annual general meeting of our Company, whichever is sooner (subject to retirement as and when required under the Articles). Either party may terminate the agreement by giving not less than three months’ written notice. She is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Articles.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Interests in shares

As at the Latest Practicable Date, Ms. Yi Wang is interested in 1,586,232 Shares as a beneficial owner of the Company and 1,249,710 Shares were held by Molybdenite Holding Limited, majority-controlled by the family trust of Ms. Wang, of which Ms. Wang is the controller, through wholly owned companies of the trust.

(2) Mr. Weiking Ng, aged 49

Position & experience

Mr. Weiking Ng (“Mr. Ng”) , aged 49, is a non-executive Director of our Group. Mr. Ng is the Executive Vice President – Domino’s Pizza International for Domino’s Pizza, Inc. (Nasdaq: DPZ) (“ DPZ ”). He is responsible for overseeing DPZ’s business in more than 90 countries, partnering with DPZ’s franchisees in these countries. He most recently served as Vice President – International of DPZ for Asia, Middle East and Africa, and previously served as Vice President – International Analytics and Insights of DPZ since November 2021.

Mr. Ng has over 17 years of experience in the food and beverage industry and eight years of experience in management consulting. Prior to joining DPZ, Mr. Ng was the Vice President – APAC Strategy of Hilton Group, and has previously held leadership roles at McDonald’s from April 2008 to December 2018. He has also spent time as a management consultant for Boston Consulting Group from June 2005 to March 2008 and Accenture from January 1999 to July 2003. Over the years, Mr. Ng has built deep expertise in developing growth and innovation strategies, driving digital transformation and optimizing revenue and profit management.

Mr. Ng received his engineering degree from the University of New South Wales in 1998 and his Master of Business Administration degree from Duke University in 2005.

Length of service

The Company has entered into an appointment letter with Mr. Ng with our Company on April 29, 2025. The term of appointment shall be for an initial period of three years from the date of his appointment or until the third annual general meeting of our Company after the date of his appointment, whichever is sooner (subject to retirement as and when required under the Articles). Either party may terminate the agreement by giving not less than three months’ written notice. He is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Articles. Under the appointment letter, Mr. Ng is not entitled to any remuneration in his capacity as a non-executive Director, but the Company shall reimburse Mr. Ng of all reasonable expenses properly and reasonably incurred in the performance of his duties as Director or otherwise in connection with the business of the Company. He is not entitled to receive any other fee,

– 17 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

salary, remuneration, reimbursement, welfare, benefits or any other forms of monetary or non-monetary payment (whether as a director of or in any other capacity of the Company) unless otherwise provided in the appointment letter or required by the applicable laws and regulations.

Interests in shares

As at the Latest Practicable Date, Mr. Ng does not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the SFO.

(3) Ms. Bin Yu, aged 56

Position & experience

Ms. Bin Yu (“ Ms. Yu ”), aged 56, is an independent non-executive Director and joined our Group in December 2024. Ms. Yu previously served as the chief financial officer of LAIX Inc. from September 2017 to January 2020. Prior to that, Ms. Yu served as the chief financial officer of InnoLight Technology Corporation (蘇州旭創科技有限公司). She also served as the chief financial officer of Star China International Media Limited (星空華文國際傳媒有限公司) from May 2013 to January 2015. She also served as the vice president of finance and then as the chief financial officer of Tudou Holdings Limited, which subsequently merged with Youku Inc. in 2012, forming Youku Tudou Inc., a company previously listed on the New York Stock Exchange (symbol: YOKU), from July 2010 to April 2013. She also worked at KPMG during the 2000s. During her various roles as chief financial officers, her scope not only covers widely in financial aspects, but also involved in the legal areas of the business for overall risk control and compliance of the business.

Further, Ms. Yu has served as an independent non-executive director of Zero2IPO Holdings Inc. (清科創業控股有限公司), a company listed on the Stock Exchange (stock code: 1945), since December 2020; an independent non-executive director of iDreamSky Technology Holdings Limited (創夢天地科技控股有限公司), a company listed on the Stock Exchange (stock code: 1119), since May 2018; and as an independent director of GDS Holdings Limited, a company listed on NASDAQ (symbol: GDS), since November 2016. Ms. Yu has also served as an independent director of Kuke Music Holding Limited, a company listed on the New York Stock Exchange (symbol: KUKE), from January 2021 to May 2023. She has also served as an independent director of Baozun Inc., a company listed on NASDAQ (symbol: BZUN), from May 2015 to May 2023; and as an independent non-executive director of Tian Ge Interactive Holdings Limited (天鴿互動控股有限公司), a company listed on the Stock Exchange (stock code: 1980), from June 2014 to January 2021.

– 18 –

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Ms. Yu obtained a bachelor’s degree in English literature from Xi’an International Studies University (西安外國語大學) (formerly known as Xi’an Foreign Language Institute (西安外國語學院)) in the PRC in July 1992, a master of education degree and a master of science degree in accounting from the University of Toledo in the U.S. in August 1998 and May 1999, respectively, and a Tsinghua-INSEAD Executive MBA degree from Tsinghua University (清華大學) and INSEAD in January 2013. She qualified as a Certified Public Accountant (non-practicing) in May 2001, awarded by the Accountancy Board of Ohio U.S..

Length of service

The Company has entered into an appointment letter with Ms. Yu with our Company on December 31, 2024. The term of appointment shall be for an initial term of three years from the date of her appointment or until the third annual general meeting of our Company after the date of her appointment, whichever is sooner (subject to retirement as and when required under the Articles). Either party may terminate the agreement by giving not less than three months’ written notice. She is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Articles.

Interests in shares

As at the Latest Practicable Date, Ms. Yu does not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the SFO.

DIRECTORS’ REMUNERATION

The total amount of the Directors’ remuneration for the year ended December 31, 2025 received by each of the retiring Directors is set out in the financial statements of the Company’s 2025 annual report. The Directors’ remuneration is determined by the remuneration committee of the Company having regard to the Company’s and the Directors’ performance.

DIRECTORS’ INTEREST

Save as disclosed in this circular, to the best knowledge of the Company, each of the Directors who stands for re-election (i) does not hold other positions in the Company or other members of the Group, (ii) does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date, (iii) does not have any relationship with any other Director, senior management, substantial shareholder (as defined under the Listing Rules) or Controlling Shareholder (as defined under the Listing Rules) of the Company, (iv) does not have any other interest in the Shares within the meaning of Part XV of the SFO, and (v) has no information to disclose pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and there are no other matters that need to be brought to the attention of the Shareholders.

– 19 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

The following are the proposed amendments to the Memorandum and Articles of Association, with the deletions shown in strikethrough and the additions or revisions shown in underline. Unless otherwise specified, clauses and articles referred to herein are clauses and articles of the New Memorandum and Articles of Association.

All capitalised terms in the proposed amendments to the Memorandum and Articles of Association contained in this Appendix are terms defined in the Memorandum and Articles of Association which shall have the corresponding meanings ascribed to them in the Memorandum and Articles of Association.

		~~NINTH ~~TENTH AMENDED AND RESTATED	~~NINTH ~~TENTH AMENDED AND RESTATED
		ARTICLES OF ASSOCIATION
		OF
		DPC DASH LTD
		達勢股份有限公司
		Incorporated this 30th day of April 2008
		(as amended and restated by resolution of members dated ~~29~~
		~~November 2022 ~~[●] 2026and filed on~~27 March 2023 ~~[●]		2026)
		~~NINTH ~~TENTH AMENDED AND RESTATED
		MEMORANDUM OF ASSOCIATION
		OF
		DPC DASH LTD
		達勢股份有限公司
		~~NINTH ~~TENTH AMENDED AND RESTATED
		ARTICLES OF ASSOCIATION
		OF
		DPC DASH LTD
		達勢股份有限公司
Interpretation	1.2	“Communication Facilities” shall mean video,		video-
		conferencing, internet or online conferencing	applications,
		telephone or tele-conferencing and/or any other		video-
		communication, internet or online conferencing application or
		telecommunications facilities by means of which all Persons
		participating in a meeting are capable of hearing and be		heard
		by each other and all members’rights to speak and vote		at the
		meeting are maintained.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III


	“transfer register is
		~~suae ~~
Share certificates 3.10	~~E~~
	~~very person wose name s e~~ ~~register ~~shall only be entitled to ~~ti liit ibd i th At~~
Requirements as to transfer 6.6

	(a)

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Certificate to be	6.8	Upon every transfer of shares, the certificate (if any) held by the
given up on		transferor shall be given up to be cancelled and shall forthwith
transfer		be cancelled accordingly and a new certificate shall, if
		requested by the transferee and subject to the Board resolving
		to issue share certificates pursuant to Article 3.10 be issued, on
		payment by the transferee of such fee not exceeding the
		maximum amount as the Exchange may from time to time
		determine to be payable or such lesser sum as the Board may
		from time to time require, to the transferee in respect of the
		shares transferred to him and, if any of the shares included in
		the certificate so given up shall be retained by the transferor, a
		new certificate in respect thereof shall, if requested by the
		transferor and subject to the Board resolving to issue share
		certificates pursuant to Article 3.10 be issued to him, on
		payment by the transferor of such fee not exceeding the
		maximum amount as the Exchange may from time to time
		determine to be payable or such lesser sum as the Board may
		from time to time require. The Company shall also retain the
		instrument(s) of transfer.
When annual general	10.1	The Company shall hold a general meeting as its annual general
meeting to be held		meeting in each financial year within six months after the end
		of the Company’s financial year. The annual general meeting
		shall be specified as such in the notices calling it and shall be
		held at such time and place (which, in the case of a Virtual
		Meeting, includes a virtual place) as the Board shall appoint.
Notice of meetings	10.5	An annual general meeting shall be called by not less than 21
		days’ notice in writing and any extraordinary general meeting
		shall be called by not less than 14 days’ notice in writing.
		Subject to the requirement under the Listing Rules, the notice
		shall be exclusive of the day on which it is served or deemed to
		be served and of the day for which it is given, and shall specify the time, place~~, ~~(which, in the case of a Virtual Meeting,
		includes a virtual place), and agenda of the meeting, particulars
		of the resolutions and the general nature of the business to be
		considered at the meeting. The notice convening an annual
		general meeting shall specify the meeting as such, and the
		notice convening a meeting to pass a Special Resolution of
		Members shall specify the intention to propose the resolution as
		a Special Resolution of Members. The notice of any general
		meeting (including a postponed or reconvened meeting held
		pursuant to Article 10.12) at which Communication Facilities
		will be utilised (including any Virtual Meeting) must disclose
		the Communication Facilities that will be utilised, including the
		procedures to be followed by any member or other participant
		of the general meeting who wishes to utilise such
		Communication Facilities for the purpose of attending,
		participating and voting at such meeting. Notice of every
		general meeting shall be given to the Auditors and to all
		members other than such as, under the provisions hereof or the
		terms of issue of the shares they hold, are not entitled to receive
		such notice from the Company.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Omission to send	10.10	If, after the notice of a general meeting has been sent but before
instrument of		the meeting is held, or after the adjournment of a general
proxy		meeting but before the adjourned meeting is held (whether or
		not notice of the adjourned meeting is required), the Board, in
		its absolute discretion, considers that it is impractical or
		unreasonable for any reason to hold a general meeting on the
		date or at the time and place (whether physical or virtual)
		specified in the notice calling such meeting, it may change or
		postpone the meeting to another date, time and place (whether
		physical or virtual) in accordance with Article 10.12.
	10.12	Where a general meeting is postponed in accordance with
		Article 10.10 or Article 10.11:
		(b) the Board shall fix the date, time and place (whether
		physical or virtual) for the reconvened meeting and at
		least seven clear days’ notice shall be given for the
		reconvened meeting by one of the means specified in
		Article 28.1; and such notice shall specify the date, time
		and place (which, in the case of a Virtual Meeting,
		includes a virtual place) at which the postponed meeting
		will be reconvened, and the date and time by which
		proxies shall be submitted in order to be valid at such
		reconvened meeting (provided that any proxy submitted
		for the original meeting shall continue to be valid for the
		reconvened meeting unless revoked or replaced by a new
		proxy); and
When if quorum not present meeting to	11.2	If within 15 minutes from the time appointed for the meeting a quorum is not ~~Presentt~~Present, the meeting, if convened upon
be dissolved and		the requisition of members, shall be dissolved, but in any other
when to be		case it shall stand adjourned to the same day in the next week
adjourned		and at such time and place (whether physical or virtual) as shall
		be decided by the Board, and if at such adjourned meeting a
		quorum is not Present within 15 minutes from the time
		appointed for holding the meeting, the member or members
		Present shall be a quorum and may transact the business for
		which the meeting was called.
	11.4	(b) if the Communication Facilities are interrupted or fail for
		any reason to enable the Chairperson to hear and be heard
		by all other Persons attending and participating at the
		meeting, then the other Directors Present at the meeting
		shall choose another Director Present to act as
		Chairperson of the meeting for the remainder of the
		meeting; provided that (i) if no other Director is Present
		at the meeting, or (ii) if all the Directors Present decline
		to take the chair, then the meeting shall be automatically
		adjourned to the same day in the next week and at such
		time and place (whether physical or virtual) as shall be
		decided by the Board.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Power to adjourn		11.5	The Chairperson may, with the consent of any general meeting	The Chairperson may, with the consent of any general meeting
general			at which a quorum is Present, and shall, if	so directed by the
meeting/business			meeting, adjourn any meeting from time to time and from place
of adjourned			to place (whether physical or virtual) as	the meeting shall
meeting			determine. Whenever a meeting is adjourned for 14 days or
			more, at least seven clear days’ notice, specifying the place
			(which, in the case of a Virtual Meeting,	includes a virtual
			place), the day and the hour of the adjourned meeting shall be
			given in the same manner as in the case of an original meeting
			but it shall not be necessary to specify in such notice the nature
			of the business to be transacted at the adjourned meeting. Save
			as aforesaid, no member shall be entitled to any notice of an
			adjournment or of the business to be	transacted at any
			adjourned meeting. No business shall be	transacted at any
			adjourned meeting other than the business	which might have
			been transacted at the meeting from which the adjournment
			took place.
Poll		11.7	A poll shall (subject as provided in Article 11.8) be taken in
			such manner (including the use of ballot or voting papers or
			tickets or by electronic voting) and at such time and place, not
			being more than 30 days from the date of the meeting or
			adjourned meeting at which the poll was taken as the
			Chairperson directs. No notice need be given of a poll not taken
			immediately. The result of the poll shall be deemed to be the
			resolution of the meeting at which the poll	was taken.
Delivery of authority		12.10	The instrument appointing a proxy and (if required by the
for appointment	of		Board) the power of attorney or other authority, (if any) under
proxy			which it is signed, or a notarially certified copy of such power
			or authority, shall be delivered at the registered office of the
			Company (or at such other place or in such other manner
			(including by electronic means) as may be specified in the
			notice convening the meeting or in any notice of any
			adjournment or, in either case, in any document sent therewith)
			not less than 48 hours before the time appointed for holding the
			meeting or adjourned meeting at which the person named in the
			instrument proposes to vote, or, in the case of a poll taken
			subsequently to the date of a meeting or adjourned meeting, not
			less than 48 hours before the time appointed for the taking of
			the poll, and in default the instrument of proxy shall not be
			treated as valid provided always that the Chairperson of the
			meeting may at his discretion direct that an instrument of proxy
			shall be deemed to have been duly deposited upon receipt of
			telex or cable or facsimile confirmation from the appointor that
			the instrument of proxy duly signed is	in the course of
			transmission to the Company. No instrument	appointing a proxy
			shall be valid after the expiration of 12 months from the date
			named in it as the date of its execution. Delivery of any
			instrument appointing a proxy shall not preclude a member
			from attending and voting in person at the meeting or poll
			concerned and, in such event, the instrument	appointing a proxy
			shall be deemed to be revoked.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

Payment by wire	22.22	Unless otherwise directed by the Board, any dividend, interest	Unless otherwise directed by the Board, any dividend, interest
transfer or by post		or other sum payable in cash to a holder of shares may be paid
		by wire transfer to the holder on such terms and conditions as
		the Board may determine, or by cheque or warrant sent through
		the post to the registered address of the member entitled, or, in
		case of joint holders, to the registered address of the person
		whose name stands first in the register in respect of the joint
		holding or to such person and to such address as the holder or
		joint holders may in writing direct. Every cheque or warrant so
		sent shall be made payable to the order of the holder or, in the
		case of joint holders, to the order of the holder whose name
		stands first on the register in respect of such shares and shall be
		sent at his or their risk. The Company shall not be responsible
		for any loss in transmission, and the payment by any such wire
		transfer or of any such cheque or warrant by the bank on which
		it is drawn shall operate as a good discharge to the Company in
		respect of the dividend and/or bonus represented thereby,
		notwithstanding that it may subsequently appear that the same
		has been stolen or that any endorsement thereon has been
		forged.
	22.23	The Company may cease sending such cheques for dividend
		entitlements or dividend warrants by	post if such cheques or
		warrants have been left uncashed on two consecutive occasions.
		However, the Company may exercise its power to cease sending
		wire transfers or cheques for dividend	entitlements or dividend
		warrants after the first occasion on which such a wire transfer,
		cheque or warrant is returned undelivered.
Service of notices	28.1	Except as otherwise provided in these Articles, any notice or
		document, including any Corporate Communication, may be
		served by the Company and any notices may be served by the Board on any member ~~either personally or by ~~in any of the
		following manner to the extent permitted by, and in compliance
		with the requirements of, the Listing	Rules:
		(a) personally by leaving it at the registered address of such
		member as appearing in the register;
		(b) by sending it through the post in a prepaid letter addressed to such member at ~~his~~their registered address as appearing in the register ~~or ~~(which shall be sent by
		airmail where the notice or document is posted from one
		country to another);
		(c) by electronic means by transmitting it to any electronic
		number or address or website supplied by the member to the Company ~~or by placing it on the Company’s Website~~
		~~should the Directors deem it appropriate.~~;

– 25 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

		(d) by placing it on the Exchange’s website; or (e) (in the case of notice) by manner prescribed in the In the case of joint holders of a	by placing it on the
			Exchange’s website; or (in the case of notice) by
			manner prescribed in the
	28.2
		(a)
			registe

~~Members out of~~ ~~Hong Kong~~	28.3	~~284~~

– 26 –

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX III

When notice deemed to be served	28.4	28.4	28.4	28.4


	28.5	~~286~~	~~A~~ny notice or	~~th~~

	28.6	~~287~~

	28.7	~~288~~
	28.8
Directors entitled to disclose information	29.2

		limitation, information contained in the register
		and transfer books of the Company.

– 27 –

NOTICE OF THE ANNUAL GENERAL MEETING

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.

==> picture [198 x 51] intentionally omitted <==

DPC Dash Ltd 達勢股份有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 1405)

NOTICE IS HEREBY GIVEN THAT the 2025 Annual General Meeting (the “ AGM ”) of DPC Dash Ltd (the “ Company ”, together with its subsidiaries, the “ Group ”) will be held by way of electronic means at 9:00 a.m. on Thursday, May 28, 2026 for considering and, if thought fit, passing, with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

To receive, consider and adopt the audited consolidated financial statements of the Group, its subsidiaries and the reports of the directors (the “ Directors ”) and the auditor of the Company for the year ended December 31, 2025.
To re-elect the following persons as Directors:
(i) To re-elect Ms. Yi Wang as an executive Director;
(ii) To re-elect Mr. Weiking Ng as a non-executive Director;
(iii) To re-elect Ms. Bin Yu as an independent non-executive Director;
(iv) To authorize the board of Directors (the “ Board ”) to fix the remuneration of the Directors.
To re-appoint PricewaterhouseCoopers, Certified Public Accountants, as the auditor of the Company and authorize the Board to fix its remuneration.

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NOTICE OF THE ANNUAL GENERAL MEETING

To consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions:
(A) “ THAT :
- (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (iv) below) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company (“ Shares ”) (including any sale and transfer of Shares out of treasury that are held as treasury Shares) (which have the meaning ascribed to it under the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited) (“ treasury share ”) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
- (ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
- (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise, and including any sale or transfer of shares of the Company out of treasury that are held as treasury shares) by the Directors during the Relevant Period pursuant to the approval in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as defined in paragraph (iv) below); or (b) the grant or exercise of any option under the option scheme of the Company or any other option scheme or similar arrangements for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of the Company in force from time to time; or (d) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not

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NOTICE OF THE ANNUAL GENERAL MEETING

exceed 20% of the number of the issued shares of the Company (excluding any treasury Shares) as at the date of passing this resolution and the said approval shall be limited accordingly; and

(iv) for the purpose of this resolution:
(a) “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
- (1) the conclusion of the next annual general meeting of the Company; or
- (2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of the Company to be held; or
- (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
(b) “ Rights Issue ” means an offer of shares in the capital of the Company, or issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares in the capital of the Company whose name appear on the register of members on a fixed record date in proportion to their then holdings of such shares (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, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ THAT :

(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (v) below) of all the powers of the Company to purchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange and, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the

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NOTICE OF THE ANNUAL GENERAL MEETING

Listing of Securities on the Stock Exchange (the “ Listing Rules ”) as amended from time to time, be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its shares at a price determined by the Directors;
(iii) the aggregate number of shares of the Company which are authorized to be purchased by the Directors pursuant to the approval in paragraph (i) above shall not exceed 10% of the number of the issued shares of the Company (excluding any treasury Shares) as at the date of passing this resolution and the said approval shall be limited accordingly;
(iv) subject to the passing of each of the paragraphs (i) to (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) to (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(v) for the purpose of this resolution:

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

(a) the conclusion of the next annual general meeting of the Company; or
(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of the Company to be held; or
(c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
(C) “ THAT conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional shares (including any sale and transfer of Shares out of treasury that are held as treasury Shares) of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted (including

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NOTICE OF THE ANNUAL GENERAL MEETING

any sale or transfer of shares of the Company out of treasury that are held as treasury shares) by the Directors pursuant to such general mandate an amount representing the number of the issued shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the number of the issued shares of the Company (excluding any treasury Shares) as at the date of passing of the said resolutions.”

SPECIAL RESOLUTION

To consider and, if thought fit, pass the following resolution as a special resolution:

“ THAT the tenth amended and restated memorandum and articles of association of the Company (the “ New Memorandum and Articles of Association ”) (a copy of which has been produced to this meeting and marked “A” and initialled by the chairman of this meeting for the purpose of identification) be and is hereby approved and adopted as the new memorandum and articles of association of the Company in substitution for and to the exclusion of the existing ninth amended and restated memorandum and articles of association of the Company with immediate effect after the close of this meeting and that any one of the Directors be and is hereby authorised to do all things necessary to implement the adoption of the New Memorandum and Articles of Association.”

By Order of the Board DPC Dash Ltd Mr. Frank Paul KRASOVEC Chairman

Hong Kong, April 29, 2026

Notes:

The Company will conduct the Annual General Meeting by way of a virtual meeting. Both registered Shareholders and non-registered Shareholders can (i) attend the AGM and vote by way of electronic means; or (ii) exercise their right to vote at the AGM by appointing their own proxy or the Company’s designated proxy(ies), to act as their proxy. By logging in the dedicated online platform, Shareholders will be able to view a live webcast of the AGM, submit questions, and cast vote in real-time.

The online platform will be opened for registered Shareholders and non-registered Shareholders to log in 30 minutes prior to the commencement of the Annual General Meeting, and only those Shareholders who logged in 5 minutes before the start of the Online AGM will be entitled to attend and vote at the Online AGM. The online platform can be accessed from any location with internet connection by a smart phone, tablet device or computer. Shareholders should allow ample time to check into the online platform to complete the login procedure and remain logged in until the commencement of and during the Online AGM. For online voting, Shareholders can refer to the enclosed notification letter and the Online Meeting User Guide for details. Any missed contents as a result of connection issues arise from the Shareholders will not be repeated.

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NOTICE OF THE ANNUAL GENERAL MEETING

All resolutions at the AGM 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 (the “Stock Exchange”) (www.hkexnews.hk) and the Company (www.dpcdash.com) in accordance with the Listing Rules.
A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.dpcdash.com), respectively. Whether or not you intend to attend the Annual General Meeting, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return it to 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, Wan Chai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish and in such event the form of proxy shall be deemed to be revoked.
For determining the entitlement to attend and vote at the Annual General Meeting, the record date will be Thursday, May 28, 2026 and the transfer books and register of members of the Company will be closed from Friday, May 22, 2026 to Thursday, May 28, 2026, both days inclusive. During the above period, no transfer of Shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfers 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, Wan Chai, Hong Kong before 4:30 p.m. on Thursday, May 21, 2026.
Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder. 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 Annual General Meeting.
Shareholders or their proxies shall provide their identification documents when attending the AGM. In case of a corporate Shareholder, its proxy or other person authorized to attend the meeting with a resolution passed by the board of directors or other decision-making authorities of such corporate Shareholder, should provide a copy of such resolution.

As of the date of this notice, the Board comprises Ms. Yi WANG as executive Director, Mr. Frank Paul KRASOVEC, Mr. James Leslie MARSHALL, Mr. Zohar ZIV, Mr. Matthew James RIDGWELL and Mr. Weiking NG as non-executive Directors and Mr. David Brian BARR, Ms. Lihong WANG and Ms. Bin YU as independent non-executive Directors.

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AI assistant

DPC Dash Ltd — AGM Information 2026

49903_rns_2026-04-29_5ede6d45-b959-4145-a52a-5333d803b05c.pdf

DPC Dash Ltd 達勢股份有限公司

(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES,

(2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS,

(3) PROPOSED RE-APPOINTMENT OF AUDITOR, (4) PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION, AND

(5) NOTICE OF THE ANNUAL GENERAL MEETING

DEFINITIONS

DEFINITIONS

DPC Dash Ltd 達勢股份有限公司

(Stock Code: 1405)

To the Shareholders

(4) PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION, AND (5) NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

2. GENERAL MANDATE TO ISSUE NEW SHARES AND EXTENSION OF SHARE ISSUE MANDATE

3. GENERAL MANDATE TO REPURCHASE SHARES

4. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

5. PROPOSED RE-APPOINTMENT OF AUDITOR

6. PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

7. CLOSURE OF REGISTER OF MEMBERS

8. NOTICE OF ANNUAL GENERAL MEETING

9. FORM OF PROXY

10. VOTING BY POLL

11. RESPONSIBILITY STATEMENT

12. RECOMMENDATION

LOGIN DETAILS FOR REGISTERED SHAREHOLDERS

LOGIN DETAILS FOR NON-REGISTERED SHAREHOLDERS

1. REASONS FOR REPURCHASE OF SHARES

2. SHARE CAPITAL

3. FUNDING OF REPURCHASES

4. IMPACT OF REPURCHASES

5. GENERAL

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

7. MARKET PRICES OF SHARES

8. REPURCHASES OF SHARES MADE BY THE COMPANY

(1) Ms. Yi Wang, aged 48

Position & experience

Length of service

Interests in shares

(2) Mr. Weiking Ng, aged 49

Position & experience

Length of service

Interests in shares

(3) Ms. Bin Yu, aged 56

Position & experience

Length of service

Interests in shares

DIRECTORS’ REMUNERATION

DIRECTORS’ INTEREST

DPC Dash Ltd 達勢股份有限公司

ORDINARY RESOLUTIONS

(B) “ THAT :

SPECIAL RESOLUTION

By Order of the Board DPC Dash Ltd Mr. Frank Paul KRASOVEC Chairman

NOTICE OF THE ANNUAL GENERAL MEETING

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DPC Dash Ltd AGM Information 2026