EPI (Holdings) Limited — Proxy Solicitation & Information Statement 2026

Jun 4, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 art of the contents of this notice.

EPI (Holdings) Limited
長盈集團(控股)有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 689)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of EPI (Holdings) Limited (the "Company") will be held at Plaza 3, Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong at 10:00 a.m. on Tuesday, 30 June 2026 for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the report of the directors and of the auditor for the year ended 31 December 2025.
2. To re-elect the retiring directors and to authorise the Board of Directors to fix the remuneration of the directors of the Company.
3. To re-appoint Moore CPA Limited as auditor of the Company and to authorise the Board of Directors to fix its remuneration.

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

5. For identification purpose only

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“THAT:

(a) subject to paragraph (c) of this resolution and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with authorised and unissued shares in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities carrying the rights to subscribe for or convert or exercise into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorise the Directors to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities carrying the rights to subscribe for or convert or exercise into shares of the Company) during the Relevant Period (as hereinafter defined) which would or might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);

(c) the total number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:

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

(ii) the exercise of options under a share option scheme of the Company;

(iii) the exercise of rights of subscription or conversion under the terms of any securities issued by the Company which are convertible or exercisable into shares of the Company; or

(iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on the shares of the Company in accordance with the Bye-laws of the Company from time to time,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

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(d) for the purpose of this resolution:

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

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

(ii) the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution passed by the Company’s shareholders in general meeting; or

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

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange).

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

“THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its shares, subject to and in accordance with the applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;

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

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(c) for the purpose of this resolution:

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

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

(ii) the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution passed by the Company’s shareholders in general meeting; or

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held.”

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

“THAT conditional upon the passing of the resolutions numbered 4 and 5 set out in the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution numbered 4 of the Notice be and is hereby extended by the addition to the total number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the total number of shares repurchased by the Company pursuant to the general mandate referred to in the resolution numbered 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution.”

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

“THAT:

(a) the Existing Share Option Scheme be and is hereby terminated with immediate effect after the close of the Meeting; and

(b) the Directors be and are hereby authorised to do all such acts and execute all such documents as they may consider necessary, desirable or expedient to give effect to such termination.”

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

THAT:

(a) subject to and conditional upon: (i) the passing of resolution numbered 7 as set out in this notice regarding termination of the existing share option scheme adopted by the Company on 22 June 2016 (the “Existing Share Option Scheme”); and (ii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the shares of HK$0.01 each in the share capital of the Company (the “Share”) which may fall to be allotted and issued or treasury shares to be transferred pursuant to the exercise of options which may be granted under the new share option scheme of the Company (the “New Share Option Scheme”), a copy of which having been produced before the Meeting marked “A” and initialled by the chairman of the Meeting for the purpose of identification and a summary of the principal terms of which are set out in Appendix IV to the circular of the Company dated 5 June 2026 to the shareholders of the Company of which this notice forms part), the New Share Option Scheme and the Scheme Mandate Limit (as defined in the New Share Option Scheme) (i.e., 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing this resolutions) be and is hereby approved and adopted as the share option scheme of the Company with immediate effect after the close of the Meeting;

(b) the Directors be and are hereby authorised to:

(i) administer the New Share Option Scheme;

(ii) grant options to subscribe for Shares in accordance with the rules of the New Share Option Scheme;

(iii) allot, issue and deal with such number of Shares as may be required to be issued from time to time or transfer treasury shares as may be required pursuant to the exercise of options under the New Share Option Scheme in each case, subject to the Scheme Mandate Limit and, as appropriate and applicable, the Service Provider Sublimit (as defined in the New Share Option Scheme) (i.e., 3% of the total number of Shares in issue (excluding treasury shares) as at the date of passing this resolution as set out in this notice);

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(iv) modify and/or amend the New Share Option Scheme from time to time in accordance with the rules of the New Share Option Scheme and subject to the Listing Rules;

(v) make application at appropriate time or times to the Stock Exchange for the listing of, and permission to deal in, the Shares which may fall to be allotted and issued or treasury shares which may be transferred pursuant to the exercise of options which may be granted under the New Share Option Scheme; and

(vi) do all such acts and execute and deliver all such documents and make such arrangements that he or she shall, in his or her sole opinion and absolute discretion, consider necessary, desirable or expedient to implement or give effect to the New Share Option Scheme."

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

"THAT conditional upon the passing of resolution 8 as set out in this Notice, the Service Provider Sublimit (as defined in the New Share Option Scheme) (including any treasury shares which may be transferred, as applicable) be and is hereby approved and the Directors be and are hereby authorised to do all such acts and execute and deliver all such documents and make such arrangements that he/she shall, in his/her sole opinion and absolute discretion, consider necessary, desirable or expedient to implement or give effect to the Service Provider Sublimit."

SPECIAL RESOLUTION

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

"THAT

(a) the proposed amendments (the "Proposed Amendments") to the existing bye-laws of the Company (the "Existing Bye-Laws") as set forth in Appendix III to the circular of the Company dated 5 June 2026 be and are hereby approved;

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(b) the new bye-laws of the Company (the “New Bye-Laws”), which contains all the Proposed Amendments, and a copy of which has been produced before the Meeting marked “B” and initialled by the chairman of the Meeting, be and is hereby approved and adopted in substitution for and to the exclusion of the Existing Bye-Laws of the Company with effect from the close of the Meeting; and

(c) any director or company secretary or registered office provider of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the adoption of the New Bye-Laws, including without limitation, attending to the necessary filings with the Registrar of Companies in Bermuda and Hong Kong.”

By Order of the Board
EPI (Holdings) Limited
Chan Shui Yuen
Executive Director

Hong Kong, 5 June 2026

Principal Place of Business in Hong Kong:
Rooms 1502-03, 15th Floor
Great Eagle Centre
23 Harbour Road
Wanchai
Hong Kong

Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of the member himself/herself/itself. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf at the Meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is(are) entitled to exercise the same powers on behalf of the member of the Company which he/she/it or they represent(s) as such member of the Company could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her/ its attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised to sign the same. 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 fact.

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1. In order to be valid, you are requested to deliver the signed proxy form and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, together with such evidence as the Board of Directors of the Company may require under the Bye-laws of the Company, to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding of the Meeting or any adjournment thereof (as the case may be).

2. Delivery of a proxy form shall not preclude a member of the Company from subsequently attending and voting in person at the Meeting or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote, either personally or by proxy, in respect of such share(s) of the Company as if he/she/it were solely entitled thereto, but if more than one of such joint holders be attending the Meeting or by proxy, that one of the said persons so attend whose name stands first on the register of members of the Company in respect of such share(s) of the Company shall alone be entitled to vote in respect thereof.

4. In order to be eligible to attend and vote at the Meeting, all unregistered holders of the shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 24 June 2026. The record date for the purpose of ascertaining Shareholders' right to attend and vote at the Meeting will be on Wednesday, 24 June 2026.

5. In case of Typhoon Signal no. 8 or above is hoisted, or a Black Rainstorm Warning Signal or "extreme conditions" caused by a super typhoon announced by the Hong Kong Government is/are in force in Hong Kong at or at any time after 7:00 a.m. on the date of the Meeting, the Meeting will be adjourned. The Company will post an announcement on the websites of the Company and The Stock Exchange of Hong Kong Limited to notify shareholders of the date, time and place of the adjourned meeting.

6. The Chinese version of this notice is for reference only. If there is any inconsistency between the English and the Chinese versions, the English version shall prevail.

As at the date of this announcement, the Board of Directors of the Company comprises three Executive Directors, namely Mr. Chan Shui Yuen, Mr. Bai Zhifeng and Mr. Wang Jinglu; and three Independent Non-executive Directors, namely Mr. Pun Chi Ping, Mr. Khoo Wun Fat, William and Ms. Jiao Jie.

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