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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in E Lighting Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

E Lighting Group Holdings Limited

壹照明集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 8222

PROPOSALS FOR GENERAL MANDATES

TO ISSUE NEW SHARES AND TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND

ARTICLES OF ASSOCIATION,

CLOSURE OF REGISTER OF MEMBERS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of E Lighting Group Holdings Limited (the "Company") to be held at 11:00 a.m. on Friday, 12 September 2025 at 21/F, Grand Millennium Plaza, 181 Queen's Road Central, Hong Kong (the "AGM") is set out on pages 28 to 33 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you are able to attend the AGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish. In such event, the form of proxy shall be deemed to be revoked.

This circular together with the form of proxy are published on the website of the Stock Exchange at www.hkexnews.hk.

11 July 2025

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

— 1 —

CONTENTS

Pages

Definitions 3

Letter from the Board. 5

Introduction 6

Proposed Grant of Issue Mandate, Repurchase Mandate and Extended Mandate. 6

Proposed Re-election of Retiring Directors. 6

Proposed Amendments and Adoption of the Amended and Restated Memorandum and Articles of Association 8

AGM and Proxy Arrangement 8

Closure of Register of Members 9

Responsibility Statement 9

Recommendation 9

General Information 9

Appendix I — Explanatory Statement on the Repurchase Mandate 10

Appendix II — Details of the Retiring Directors Proposed to be Re-elected at the AGM. 14

Appendix III — Details of the Proposed Amendments to the Articles of Association 16

Notice of Annual General Meeting. 28

— 2 —

DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be held at 11:00 a.m. on Friday, 12 September 2025 at 21/F, Grand Millennium Plaza, 181 Queen’s Road Central, Hong Kong to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 28 to 33 of this circular, or any adjournment thereof

"Amended and Restated Memorandum and Articles of Association"
the third amended and restated memorandum and articles of association containing all the Proposed Amendments

"Articles of Association"
the articles of association of the Company currently in force

"Board"
the board of Directors

"Close Associates"
have the same meaning as ascribed in the GEM Listing Rules

"Companies Act"
the Companies Act (as revised) of the Cayman Islands, as amended or supplemented from time to time

"Company"
E Lighting Group Holdings Limited (壹照明集團控股有限公司), a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM

"Core Connected Persons"
have the same meaning as ascribed in the GEM Listing Rules

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

"Extended Mandate"
a general mandate to add the aggregate number of Shares repurchased by the Company under the Repurchase Mandate to the Issue Mandate, subject to a maximum of 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the ordinary resolution granting such mandate

"GEM"
GEM operated by the Stock Exchange

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

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

— 3 —

DEFINITIONS

"Issue Mandate"
the general mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to allot, issue and deal with new Shares not exceeding 20% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the ordinary resolution granting such mandate

"Latest Practicable Date"
4 July 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular prior to its publication

"Memorandum"
the memorandum of association of the Company currently in force

"Nomination Committee"
the nomination committee of the Board

"Proposed Amendments"
the proposed amendments to the Articles of Association as set out in Appendix III of this circular

"Repurchase Mandate"
the general mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase Shares not exceeding 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the ordinary resolution granting such mandate

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)"
the ordinary share(s) of the Company

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs

"treasury shares"
have the same meaning as ascribed in the GEM Listing Rules

"%"
per cent

— 4 —

LETTER FROM THE BOARD

Lighting Group

E Lighting Group Holdings Limited

壹照明集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 8222

Executive Directors:

Mr. Hue Kwok Chiu (Chairman)

Mr. Hui Kwok Keung Raymond (Chief Executive Officer)

Mr. Hui Kwok Wing (Chief Creative Officer)

Independent Non-executive Directors:

Mr. Chung Wai Man

Mr. Leung Wai Chuen

Ms. Wong Long Yan Milka

Registered Office:

4th Floor

Harbour Place

103 South Church Street

George Town

P.O. Box 10240

Grand Cayman KY1-1002

Cayman Islands

Head Office and Principal

Place of Business:

10th Floor

Tiffan Tower

199 Wanchai Road

Wanchai

Hong Kong

11 July 2025

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE NEW SHARES AND TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND

ARTICLES OF ASSOCIATION,

CLOSURE OF REGISTER OF MEMBERS

AND

NOTICE OF ANNUAL GENERAL MEETING

— 5 —

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to: provide you with information regarding certain resolutions to be put forward at the AGM including (i) details of the proposed grant of Issue Mandate, the Repurchase Mandate and the Extended Mandate; (ii) an explanatory statement regarding the Repurchase Mandate; (iii) details of the proposed re-election of retiring Directors; (iv) Proposed Amendments and adoption of the Amended and Restated Memorandum and Articles of Association; and give you notice of the AGM.

PROPOSED GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENDED MANDATE

(a) Issue Mandate and Extended Mandate

At the AGM, ordinary resolutions will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company (i) to allot, issue and deal with Shares not exceeding 20% of the total number of the Shares in issue (excluding treasury shares) as at the date of passing of the relevant resolution at the AGM (i.e. the Issue Mandate); and (ii) to add the total number of Shares repurchased by the Company under the Repurchase Mandate to the Issue Mandate, subject to a maximum of 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the relevant resolution at the AGM (i.e. the Extended Mandate). As at the Latest Practicable Date, a total of 451,035,713 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company from the Latest Practicable Date to the date of the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 90,207,142 Shares.

(b) Repurchase Mandate

An ordinary resolution will be proposed at the AGM to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase Shares, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, not exceeding 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the relevant resolution at the AGM.

In accordance with the requirements of the GEM Listing Rules, an explanatory statement is set out in Appendix I to this circular containing all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

By virtue of article 84 of the Articles, Mr. Hui Kwok Keung Raymond, an executive director and Ms. Wong Long Yan Milka ("Ms. Wong) an independent non-executive director, will retire and, being eligible, offer themselves for re-election at the AGM.

LETTER FROM THE BOARD

The re-appointment of above retiring Directors has been reviewed by the Nomination Committee which made recommendation to the Board that the re-election of Mr. Hui Kwok Keung Raymond as executive Director and Ms. Wong as independent non-executive Director be proposed for Shareholders’ approval at the AGM.

Recommendation of the Nomination Committee

In considering and proposing the re-election of the above retiring Directors at the AGM, the Nomination Committee has considered the Board diversity from a range of diversity perspectives with reference to the Company’s business and corporate strategy, with following factors:

(a) Reputation for integrity;
(b) Accomplishment, skills and experience in the industry;
(c) Commitment in respect of available time and relevant interest; and
(d) Diversity in all its aspects, including but not limited to, gender, age, cultural and educational background, professional qualification, skills, knowledge and length of service.

All Board appointments are based on meritocracy, and candidates shall be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board’s composition.

The Company has received from each of the independent non-executive Directors a confirmation of independence. Taking into account the factors set out in Rule 5.09 of the GEM Listing Rules, the Nomination Committee considers that all independent non-executive Directors, including Ms. Wong, continue to be independent.

In view of the diversified knowledge, skills and experience of Ms. Wong, the Nomination Committee believes that her expertise will enable Ms. Wong to fulfill her role as an independent non-executive Director effectively and can provide useful and constructive opinion and make contribution to the Board regarding to the corporate governance matters and future development of the Company. Also, based on the background of Ms. Wong including but not limited to her gender, age, cultural and educational background, professional qualification, skills, knowledge and length of service, it is believed that Ms. Wong can contribute to diversity of the Board.

The Nomination Committee had also evaluated the performance of Ms. Wong and found her performance satisfactory. Therefore, the Nomination Committee nominated Ms. Wong to the Board for it to propose to Shareholders for re-election at the AGM. Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that Ms. Wong stands for re-election as independent non-executive Director at the AGM.

— 7 —

LETTER FROM THE BOARD

Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of the GEM Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the above retiring Directors are set out in Appendix II to this circular.

PROPOSED AMENDMENTS AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board will propose at the AGM a special resolution approving the Proposed Amendments in order to bring the Articles of Association in alignment with the Core Shareholder Protection Standards set out in Appendix A1 to the GEM Listing Rules which took effect on 10 February 2025 and the applicable laws of the Cayman Islands.

Details of the Proposed Amendments are set out in Appendix III to this circular.

The legal adviser to the Company as to Hong Kong laws has confirmed that the Proposed Amendments conform with the requirements of the Listing Rules, and the legal adviser to the Company as to Cayman Islands laws has confirmed that the Articles of Association (incorporating the Proposed Amendments) are not inconsistent with the Cayman Islands laws.

The Company confirms that there is nothing unusual about the Proposed Amendments. Shareholders are advised that the Articles of Association (incorporating the Proposed Amendments) are written in English only and there is no official Chinese translation. The Chinese translation of the Articles of Association (incorporating the Proposed Amendments) is provided for reference only. In case of any discrepancy or inconsistency, the English version shall prevail.

AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 28 to 33 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate, the Repurchase Mandate and the Extended Mandate, the re-election of Directors and the Proposed Amendments and adoption of the Amended and Restated Memorandum and Articles of Association.

Pursuant to the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

— 8 —

LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (www.eligiting.asia) respectively. Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish and in such event, the proxy form shall be deemed to be revoked.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 9 September 2025 to Friday, 12 September 2025, both dates inclusive, during which period no transfer of Shares will be registered. In order to attend the AGM, all transfer of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 8 September 2025.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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: (i) the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the Extended Mandate, the re-election of Directors and the Proposed Amendments and adoption of the Amended and Restated Memorandum and Articles of Association are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Repurchase Mandate), Appendix II (Details of the retiring Directors proposed to be re-elected at the AGM) and Appendix III (Details of the Proposed Amendments to the Articles of Association) to this circular.

Yours faithfully,

By order of the Board

E Lighting Group Holdings Limited

Hue Kwok Chiu

Chairman

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the GEM 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 AGM in relation to the granting of the Repurchase Mandate.

1. ISSUED SHARES

As at the Latest Practicable Date, there were 451,035,713 Shares in issue.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that the total number of Shares remains unchanged on the date of the AGM, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 45,103,571 Shares, representing approximately 10% of the total number of Shares in issue (excluding treasury shares) as at the date of the AGM.

2. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

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.

Under the GEM Listing Rules, the Company will either (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares held in treasury will be subject to the terms of the share issuance mandate in ordinary resolution no. 5 and made in accordance with the GEM Listing Rules and applicable laws and regulations of the Cayman Islands.

To the extent that any treasury shares are deposited with Central Clearing and Settlement System ("CCASS") pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS and (ii) in the case of dividends or distributions, the Company will 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.

— 10 —

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles and the applicable laws of the Cayman Islands.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2025) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period.

However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase may 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 (within the meaning under the Takeovers Code), 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 for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date and insofar as the Directors are aware, the following Directors and substantial Shareholders have interests in the Company as follows:

Name of Shareholders	Number of issued Shares held	Approximate percentage of the total number of Shares in issue	Approximate percentage of shareholding if Repurchase Mandate is exercised in full
Mr. Hui Kwok Keung Raymond (Note 1)	210,000,000	46.56%	51.73%
Time Prestige Ventures Limited	210,000,000	46.56%	51.73%
Mr. Hue Kwok Chiu	45,000,000	9.98%	11.09%
Ms. Ng Hiu Ying (Note 2)	45,000,000	9.98%	11.09%

APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Notes:

These Shares are held by Time Prestige Ventures Limited, a company wholly-owned by Mr. Hui Kwok Keung Raymond.
Ms. Ng Hiu Ying is the spouse of Mr. Hue Kwok Chiu. Under the SFO, Ms. Ng Hiu Ying is deemed to be interested in the same number of Shares in which Mr. Hue Kwok Chiu is interested.

On the basis that the total number of Shares in issue remain unchanged from the Latest Practicable Date to the date of the AGM, in the event that the Repurchase Mandate is exercised in full, the attributable shareholding of Mr. Hui Kwok Keung Raymond and Time Prestige Ventures Limited would be increased to approximately 51.73% of the total number of Shares in issue. Such increase would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

However, the Directors have no present intention to exercise the Repurchase Mandate to the extent that will result in a requirement of any of the above Shareholder(s) or any other persons to make a mandatory offer in accordance with Rule 26 of the Takeovers Code or the number of Shares in the hands of the public would fall below the prescribed minimum percentage of 25%. The Directors will exercise the powers conferred by the Repurchase Mandate to repurchase Shares in circumstances, which they deem appropriate for the benefits of the Company and the Shareholders as a whole.

GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective Close Associates, have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have confirmed that they will exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands. The Directors have also confirmed that neither the explanatory statement set out in Appendix I to this circular nor the proposed share repurchase has any unusual features.

The Company has not been notified by any Core Connected Persons that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchases of Shares have been made by the Company in the six months preceding the date of this circular, whether on GEM or otherwise.

— 12 —

APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on GEM during each of the previous twelve months up to the Latest Practicable Date were as follows:

| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| July | 0.036 | 0.032 |
| August | 0.038 | 0.038 |
| September | 0.046 | 0.033 |
| October | 0.066 | 0.042 |
| November | 0.060 | 0.037 |
| December | 0.050 | 0.036 |
| 2025 | | |
| January | 0.043 | 0.034 |
| February | 0.046 | 0.035 |
| March | 0.043 | 0.039 |
| April | 0.046 | 0.035 |
| May | 0.050 | 0.046 |
| June | 0.046 | 0.038 |
| July (up to Latest Practicable Date) | 0.038 | 0.043 |

— 13 —

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Pursuant to the GEM Listing Rules, the details of the Directors who will retire at the AGM according to the Articles and will be proposed to be re-elected at the AGM are provided below.

EXECUTIVE DIRECTOR

Mr. Hui Kwok Keung Raymond, aged 62, was appointed as an executive Director on 26 February 2014. Mr. Hui Kwok Keung Raymond is one of the founders and chief executive officer of the Group, and is the chairman of Electricity Ordinance compliance committee of the Company. Mr. Hui Kwok Keung Raymond is also a director of several subsidiaries of the Company. Mr. Hui Kwok Keung Raymond is responsible for the business development, operations and devising market strategy and business expansion plans of the Group. Mr. Hui Kwok Keung Raymond is the younger brother of Mr. Hui Kwok Wing and the elder brother of Mr. Hue Kwok Chiu, the executive Directors. Mr. Hui Kwok Keung Raymond is the director of Time Prestige Ventures Limited, a substantial shareholder of the Company.

Mr. Hui Kwok Keung Raymond has over 33 years of experience in lighting and furniture retails business in Hong Kong and obtained a Bachelor of arts degree from the University of Hong Kong in November 1985 and a Master of design degree from the Hong Kong Polytechnic University in November 2010. Mr. Hui also obtained fellow of management and business administration from the Professional Validation Council of Hong Kong Industries in September 2023.

Mr. Hui Kwok Keung Raymond has entered into a service agreement with the Company for a term of two years commencing from 11 September 2024, which may be terminated by not less than three months' written notice served by either party on the other, and is subject to termination provisions therein and provisions on retirement by rotation of Directors as set out in the Articles of Association. Mr. Hui Kwok Keung Raymond is entitled to a remuneration of HK$1,680,000 per annum which was determined with reference to his duties and responsibilities with the Company.

As at the Latest Practicable Date, Mr. Hui Kwok Keung Raymond is deemed to be interested in 210,000,000 Shares, representing approximately 46.56% of the total number of Shares in issue, held through Time Prestige Ventures Limited (a company which is wholly, beneficially and directly owned by Mr. Hui Kwok Keung Raymond) within the meaning of Part XV of the SFO. Save as disclosed, as at the Latest Practicable Date, Mr. Hui Kwok Keung Raymond did not have any other interests in Shares and underlying Shares within the meaning of Part XV of the SFO.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ms. Wong Long Yan Milka ("Ms. Wong"), aged 38, was appointed as an independent non-executive Director on 1 June 2023. Ms. Wong is also a member of each of the audit committee, the remuneration committee and the nomination committee of the Company. Ms. Wong is responsible for providing independent judgement on the issue of strategy, performance, resources and standard of conduct of the Group.

— 14 —

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Ms. Wong has over 12 years of practice in the legal profession in Hong Kong. Ms. Wong has been the founder and managing partner in ZM Lawyers. Further, Ms. Wong has served as a board committee member and director of ZM Charity Fund since 2020, as well as a legal consultant in Carbon Mining Technology Limited since 2021.

Ms. Wong obtained her Bachelor of Laws Degree with minor in Social Work and Social Administration from The University of Hong Kong in November 2010. Ms. Wong has officially admitted as a qualified solicitor in Hong Kong since December 2013 and is a member of the Law Society of Hong Kong.

Ms. Wong has entered into a service agreement with the Company for a term of two years commencing from 11 September 2024, which may be terminated by not less than three months' written notice served by either party on the other, and is subject to termination provisions therein and provisions on retirement by rotation of Directors as set out in the Articles of Association. Ms. Wong is entitled to a remuneration of HK$120,000 per annum which was determined with reference to her duties and responsibilities with the Company.

As at the Latest Practicable Date, Ms. Wong did not have any interests in Shares and underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, each of Mr. Hui Kwok Keung Raymond and Ms. Wong (i) did not hold any other directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) does not hold any other position in the Company or any of its subsidiaries; (iii) does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company; and (iv) does not have any other major appointments or professional qualifications.

Save as disclosed above, there are no other matters concerning the re-elections of Mr. Hui Kwok Keung Raymond and Ms. Wong that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to the requirements of Rule 17.50(2) (h) to (v) of the GEM Listing Rules.

— 15 —

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO

THE ARTICLES OF ASSOCIATION

Details of the Proposed Amendments are set out as follows:

Articles No. (original No./new No.)	Amendments
2.	Addition of the following new definition to be inserted alphabetically in (1):
	“electronic means”	includes sending or otherwise making available to the intended recipients of the communication in electronic format.
	Amendment of the following definitions as indicated in (1):
	“ordinary resolution”	a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person (whether physically or by virtual attendance with the use of technology), or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 59.
	“special resolution”	a resolution shall be a special resolution when it has been passed by a majority of not less than two-thirds (save that for a resolution passed pursuant to Articles 162 and 165, a special resolution shall be passed by a majority of not less than three-fourths) of the voting rights held by such Members as, being entitled so to do, vote in person (whether physically or by virtual attendance with the use of technology), or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 59;
10.	Making the following amendments as indicated:
	Subject to the Act and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the consent in writing of the holders of at least three-fourths of the issued shares of that class, or with the approval of a resolution passed by at least three-fourths of the votes cast by the holders of the shares of that class present and voting in person (whether physically or by virtual attendance with the use of technology) or by proxy at a separate meeting of such holders. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall apply, mutatis mutandis, but so that:

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

12.	Making the following amendments as indicated: (1) Subject to the Act, these Articles, any direction that may be given by the Company in general meeting and, where applicable, the Listing Rules and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount. Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of Mmembers for any purpose whatsoever. ...
22.	Making the following amendments as indicated: The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such Mmembers, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member or not. The Company’s lien on a share shall extend to all dividends or other monies payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

12.

Making the following amendments as indicated: (1) Subject to the Act, these Articles, any direction that may be given by the Company in general meeting and, where applicable, the Listing Rules and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount. Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of Mmembers for any purpose whatsoever. ...

22.

Making the following amendments as indicated: The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such Mmembers, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member or not. The Company’s lien on a share shall extend to all dividends or other monies payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

— 17 —

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

| 54. | Making the following amendments as indicated:
A person becoming entitled to a share by reason of the death or bankruptcy or winding up of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 72(2) being met, such a person may vote at meetings (whether physically or by virtual attendance with the use of technology). |
| --- | --- |
| 57. | Making the following amendments as indicated:
Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General meetings may be held in any part of the world by telephone, tele-conferencing or other electronic means as may be determined by the Board, provided that all participants can attend the meeting virtually with the use of technology and are able to communicate contemporaneously with one another, and participation in a meeting in such manner shall constitute presence at such meetings. |
| 58. | Making the following amendments as indicated:
The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Members holding at the date of deposit of the requisition in aggregate not less than one-tenth of the paid-up share capital of the Company carrying the voting rights (voting rights attached to the shares repurchased and held by the Company in treasury are excluded), on a one vote per share basis, in the share capital of the Company may also make a requisition to convene an extraordinary general meeting and/or add resolutions to the agenda of a meeting. For the avoidance of doubt, any treasury shares held by the Company shall not be counted in determining the total number of issued shares with voting rights at any given time. Such requisition shall be made in writing to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company. |

— 18 —

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

59.	Making the following amendments as indicated:
(1)	An annual general meeting shall be called by Notice of not less than twenty-one (21) days and any extraordinary general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) days. All other extraordinary general meetings may be called by Notice of not less than fourteen (14) days but if permitted by the Listing Rules, a general meeting may be called by shorter notice, subject to the Act, if it is so agreed:

59.

Making the following amendments as indicated:

(1)

An annual general meeting shall be called by Notice of not less than twenty-one (21) days and any extraordinary general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) days. All other extraordinary general meetings may be called by Notice of not less than fourteen (14) days but if permitted by the Listing Rules, a general meeting may be called by shorter notice, subject to the Act, if it is so agreed:

(a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat (whether physically or by virtual attendance with the use of technology); and

(b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting (whether physically or by virtual attendance with the use of technology), being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right. |
| (2) | The notice shall specify the date, time, and place of the meeting, and particulars of resolutions to be considered at the meeting and details for Members to attend the meeting virtually with the use of technology (if applicable) and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding up of a Member and to each of the Directors and the Auditors. |
| 61. | Making the following amendments as indicated: |
| (2) | No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person (whether physically or by virtual attendance with the use of technology), or by proxy, or, in the case of a Member being a corporation, by its duly authorised representative shall form a quorum for all purposes. |

— 19 —

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

63.	Making the following amendments as indicated:
	The chairman of the Company shall preside as chairman at every general meeting. If at any meeting the chairman, is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person (whether physically or by virtual attendance with the use of technology), or, (in the case of a Member being a corporation,) by its duly authorised representative, or by proxy and entitled to vote shall elect one of their number to be chairman.
64.	Making the following amendments as indicated:
	The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place as the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the date, time, and place and details for Members to attend virtually with the use of technology (if applicable) of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

— 20 —

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

66.	Making the following amendments as indicated:
(1)	Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person (whether physically or by virtual attendance with the use of technology), or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (whether physically or by virtual attendance with the use of technology), (or in the case of a Member being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.

66.

Making the following amendments as indicated:

(1)

Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person (whether physically or by virtual attendance with the use of technology), or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (whether physically or by virtual attendance with the use of technology), (or in the case of a Member being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.

— 21 —

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

	(2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded: (a) by at least three Members present in person (whether physically or by virtual attendance with the use of technology), or, in the case of a Member being a corporation, by its duly authorised representative, or by proxy for the time being entitled to vote at the meeting; or (b) by a Member or Members present in person (whether physically or by virtual attendance with the use of technology), or, in the case of a Member being a corporation, by its duly authorised representative, or by proxy and representing not less than one tenth of the total voting rights of all Members having the right to vote at the meeting; or (c) by a Member or Members present in person (whether physically or by virtual attendance with the use of technology), or, in the case of a Member being a corporation, by its duly authorised representative, or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right. ...
67.	Making the following amendments as indicated:
	Where a resolution is voted on by a show of hands (whether physically or by virtual attendance with the use of technology) as permitted under the Listing Rules, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the Listing Rules.
68.	Making the following amendments as indicated:
	On a poll votes may be given either personally (whether physically or by virtual attendance with the use of technology) or by proxy. A poll shall be taken in such manner (including the use of ballot or voting papers or tickets or electronic means). For the avoidance of doubt, votes may be cast by Members by electronic means, if such means are provided.

— 22 —

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

71.	Making the following amendments as indicated:
	Where there are joint holders of any share any one of such joint holders may vote, either in person (whether physically or by virtual attendance with the use of technology) or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person (whether physically or by virtual attendance with the use of technology) or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.
	(1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been sent to the Board by electronic means (if such means are provided), or deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting, as the case may be.
73.	Making the following amendments as indicated:
	(2) All Members (including a Member which is a clearing house (or its nominee(s))) shall have the right to (a) speak at a general meeting and (b) vote at a general meeting (whether physically or by virtual attendance with the use of technology), except where a Member is required by the Listing Rules to abstain from voting to approve the matter under consideration. Where any Member is, under the Listing Rules, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

— 23 —

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

75.	Making the following amendments as indicated:
Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A corporation which is a Member may execute a form of proxy under the hand of a duly authorised officer. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise as if he/it were an individual Member present in person (whether physically or by virtual attendance with the use of technology) at any general meeting.
76.	Making the following amendments as indicated:
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. The appointor should be allowed to send the instrument appointing a proxy by electronic means (if such means are provided). In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
77.	Making the following amendments as indicated:
The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be sent to the Board by electronic means (if such means are provided), or delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person (whether physically or by virtual attendance with the use of technology) at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

— 24 —

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

81.	Making the following amendments as indicated:
(1)	Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise as if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person (whether physically or by virtual attendance with the use of technology) at any such meeting if a person so authorised is present thereat.
(2)	If a clearing house (or its nominee(s)), being a corporation, is a Member, it may appoint proxies or authorise such persons as it thinks fit to act as its representatives, who enjoy rights equivalent to the rights of other Members, at any meeting of the Company (including general meetings and creditors meetings) or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including, where a show of hands is allowed, the right to speak and vote individually (whether physically or by virtual attendance with the use of technology) on a show of hands or on a poll.
...

— 25 —

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

158.	Making the following amendments as indicated:
Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or electronic address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the Mmember a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above other than by posting it on a website. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.
160.	Making the following amendments as indicated:
(1) Any Notice or other document delivered or sent by electronic means or by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.
...

— 26 —

APPENDIX III

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

163.	Making the following amendments as indicated:
	(1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) (if the Company shall be wound up and the assets available for distribution among the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu among such Mmember in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.
166.	Making the following amendments as indicated:
	No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the Mmember of the Company to communicate to the public.

— 27 —

NOTICE OF ANNUAL GENERAL MEETING

E Lighting Group Holdings Limited

壹照明集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 8222

NOTICE IS HEREBY GIVEN that the annual general meeting of E Lighting Group Holdings Limited (the "Company") will be held at 11:00 a.m. on Friday, 12 September 2025, at 21/F, Grand Millennium Plaza, 181 Queen's Road Central, Hong Kong (the "AGM") for the following purposes:

ORDINARY RESOLUTIONS

To receive and consider the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 March 2025;
(a) To re-elect Mr. Hui Kwok Keung Raymond as an executive director of the Company;
(b) To re-elect Ms. Wong Long Yan Milka as an independent non-executive director of the Company;
To authorise the board of directors of the Company to fix the remuneration of the directors of the Company;
To re-appoint BDO Limited as auditor of the Company and to authorise the board of directors of the Company to fix its remuneration;

— 28 —

NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

5. “THAT

(a) subject to paragraph (c) below, 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 otherwise deal with additional shares or securities convertible into shares, options, warrants or similar rights to subscribe for any shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

(c) the total number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of options under any share option scheme or similar arrangement 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 of the Company or right to acquire shares of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the total number of shares of the Company in issue (excluding treasury shares) on the date of the passing of this resolution and the said approval shall be limited accordingly;

(d) for the purpose of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; and

— 29 —

NOTICE OF ANNUAL GENERAL MEETING

(iii) the passing of an ordinary resolution by the shareholders of the Company at general meeting revoking or varying the authority given to the directors of the Company by this resolution;

"Rights Issue" means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong);

(e) any reference to an allotment, issue, grant, offer or disposal of shares of the Company shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, warrants, options or similar rights to subscribe for shares in the Company) to the extent permitted by, and subject to the provisions of, the Rules Governing the Listing of Securities on GEM of the Stock Exchange and applicable laws and regulations."

"THAT

(a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on GEM of the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

(b) the total number of shares of the Company which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of shares of the Company in issue (excluding treasury shares) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) shall be limited accordingly;

— 30 —

NOTICE OF ANNUAL GENERAL MEETING

(c) for the purposes of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

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

(iii) the passing of an ordinary resolution by the shareholders of the Company at general meeting revoking or varying the authority given to the directors of the Company by this resolution.”

“THAT conditional upon resolutions nos. 5 and 6 above being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to resolution no. 5 above be and hereby extended by the addition to the total number of shares of the Company which may be allotted by the directors of the Company pursuant to such general mandate of the total number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution no. 6 above, provided that such number of shares shall not exceed 10% of the total number of shares of the Company in issue (excluding treasury shares) at the date of passing of this resolution.”

SPECIAL RESOLUTION

As special business, to consider and, if thought fit, pass with or without modifications, the following resolution as a special resolution:

8. “THAT

(a) the proposed amendments to the existing articles of association of the Company (the “Proposed Amendments”), the details of which are set out in Appendix III to the circular of the Company dated 11 July 2025, be and are hereby approved;

(b) the third amended and restated memorandum and articles of association which incorporate the Proposed Amendments (a copy of which is tabled at the meeting and marked “A” and signed by the chairman of the meeting for the purpose of identification) be and is hereby approved and adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company; and

NOTICE OF ANNUAL GENERAL MEETING

(c) any Director, secretary and/or registered office provider of the Company be and is hereby authorised to do all such acts as may be necessary or expedient in connection to the Company’s adoption of the amended and restated articles of association and to make relevant registrations and filings in accordance with the requirements of the applicable laws in the Cayman Islands and Hong Kong.”

Yours faithfully,

By order of the Board

E Lighting Group Holdings Limited

Hue Kwok Chiu

Chairman

Hong Kong, 11 July 2025

Registered Office:
4th Floor
Harbour Place
103 South Church Street
George Town
P.O. Box 10240
Grand Cayman KY1-1002
Cayman Islands

Head Office and Principal Place of
business:
10th Floor
Tiffan Tower
199 Wanchai Road
Wanchai
Hong Kong

Notes:

(a) The register of members of the Company will be closed from Tuesday, 9 September 2025 to Friday, 12 September 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to attend the AGM, all transfer of shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 8 September 2025.

(b) Any member of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

(c) 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 thereof, must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting (as the case may be).

(d) Completion and return of the form of proxy shall not preclude members from attending and voting in person at the AGM or at any adjourned meeting (as the case may be) should they so wish, and in such case, the form of proxy previously submitted by such member(s) shall be deemed to be revoked.

— 32 —

NOTICE OF ANNUAL GENERAL MEETING

(e) Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall be accepted to the exclusion of the votes of the other joint holders.

(f) An explanatory statement containing further details regarding resolution no. 6 above set out in Appendix I to the circular of the Company dated 11 July 2025 (the "Circular") of which this notice of AGM forms part.

(g) Details of the retiring directors of the Company are set out in Appendix II to the Circular.

(h) A form of proxy for use at the AGM is published on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (www.eligiting.asia).

(i) If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the AGM, the Company will post an announcement on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (www.eligiting.asia) to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

As at the date of this notice, the executive directors of the Company are Mr. Hue Kwok Chiu, Mr. Hui Kwok Keung Raymond and Mr. Hui Kwok Wing; the independent non-executive directors of the Company are Mr. Chung Wai Man, Mr. Leung Wai Chuen and Ms. Wong Long Yan Milka.

This notice will be published on the Stock Exchange’s website at www.hkexnews.hk and on the Company’s website at www.eligiting.asia.

— 33 —

AI assistant

E Lighting Group Holdings Limited Proxy Solicitation & Information Statement 2025

51338_rns_2025-07-10_c0c05c98-a769-4f40-a541-0e2b8bdff0e0.pdf

E Lighting Group Holdings Limited

E Lighting Group Holdings Limited

壹照明集團控股有限公司

INTRODUCTION

PROPOSED GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENDED MANDATE

(a) Issue Mandate and Extended Mandate

(b) Repurchase Mandate

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Recommendation of the Nomination Committee

PROPOSED AMENDMENTS AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

AGM AND PROXY ARRANGEMENT

CLOSURE OF REGISTER OF MEMBERS

RESPONSIBILITY STATEMENT

RECOMMENDATION

GENERAL INFORMATION

1. ISSUED SHARES

2. REASONS FOR REPURCHASE OF SHARES

3. FUNDING OF REPURCHASES

4. IMPACT OF REPURCHASES

5. TAKEOVERS CODE

8. MARKET PRICES OF SHARES

EXECUTIVE DIRECTOR

INDEPENDENT NON-EXECUTIVE DIRECTOR

E Lighting Group Holdings Limited

壹照明集團控股有限公司

ORDINARY RESOLUTIONS

5. “THAT

SPECIAL RESOLUTION

8. “THAT

AI assistant

E Lighting Group Holdings Limited — Proxy Solicitation & Information Statement 2025

51338_rns_2025-07-10_c0c05c98-a769-4f40-a541-0e2b8bdff0e0.pdf

E Lighting Group Holdings Limited

E Lighting Group Holdings Limited

壹照明集團控股有限公司

INTRODUCTION

PROPOSED GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENDED MANDATE

(a) Issue Mandate and Extended Mandate

(b) Repurchase Mandate

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Recommendation of the Nomination Committee

PROPOSED AMENDMENTS AND ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

AGM AND PROXY ARRANGEMENT

CLOSURE OF REGISTER OF MEMBERS

RESPONSIBILITY STATEMENT

RECOMMENDATION

GENERAL INFORMATION

1. ISSUED SHARES

2. REASONS FOR REPURCHASE OF SHARES

3. FUNDING OF REPURCHASES

4. IMPACT OF REPURCHASES

5. TAKEOVERS CODE

8. MARKET PRICES OF SHARES

EXECUTIVE DIRECTOR

INDEPENDENT NON-EXECUTIVE DIRECTOR

E Lighting Group Holdings Limited

壹照明集團控股有限公司

ORDINARY RESOLUTIONS

5. “THAT

SPECIAL RESOLUTION

8. “THAT

More from E Lighting Group Holdings Limited

E Lighting Group Holdings Limited Proxy Solicitation & Information Statement 2025