THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in FOLANGSI CO., LTD, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

FOLANGSI CO., LTD

廣州佛朗斯股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2499)

(1) ANNUAL FINANCIAL REPORT FOR 2025;
(2) REPORT OF THE BOARD OF DIRECTORS FOR 2025;
(3) REPORT OF THE SUPERVISORY COMMITTEE FOR 2025;
(4) ANNUAL REPORT FOR 2025;
(5) PROFIT DISTRIBUTION PLAN FOR 2025;
(6) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS;
(7) PROPOSED RE-ELECTION OF MEMBERS OF THE SUPERVISORY COMMITTEE;
(8) REMUNERATION PLAN FOR DIRECTORS AND SUPERVISORS;
(9) PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2026;
(10) COMPOSITE CREDIT FACILITIES, LOANS AND FINANCE LEASING ARRANGEMENTS IN 2026;
(11) PROPOSED GRANT OF ISSUE GENERAL MANDATE;
(12) PROPOSED GRANT OF REPURCHASE GENERAL MANDATE; AND
(13) NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of FOLANGSI CO., LTD will be held at No. 999, Yayun Avenue, Shiqi Town, Panyu District, Guangzhou City, Guangdong Province, PRC on Thursday, June 25, 2026 at 10:00 a.m. A notice convening the Annual General Meeting is set out on pages 32 to 38 of this circular.

The relevant form of proxy for use at the Annual General Meeting, is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fls123.com). Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for the holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, June 24, 2026) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person if you so wish.

April 22, 2026

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD OF DIRECTORS 4

I. Introduction 5
II. Annual Financial Report for 2025 5
III. Report of the Board of Directors for 2025 5
IV. Report of the Supervisory Committee for 2025 5
V. Annual Report for 2025 6
VI. Profit Distribution Plan for 2025 6
VII. Proposed Re-Election and Appointment of Directors 6
VIII. Proposed Re-Election of Members of The Supervisory Committee 15
IX. Remuneration Plan for Directors and Supervisors 17
X. Proposed Re-appointment of Auditors for 2026 17
XI. Composite Credit Facilities, Loans and Finance Leasing Arrangements in 2026 18
XII. Proposed Grant of Issue General Mandate 19
XIII. Proposed Grant of Repurchase General Mandate 20
XIV. Annual General Meeting 22
XV. Closures of Register of Members 22
XVI. Voting by Poll 23
XVII. Recommendation 23

APPENDIX I — EXPLANATORY STATEMENT 24

NOTICE OF ANNUAL GENERAL MEETING 32

DEFINITIONS

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

“2025 Annual Report”
the annual report of the Company for the year ended December 31, 2025, which was published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.fls123.com) on April 22, 2026

“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held at No. 999, Yayun Avenue, Shiqi Town, Panyu District, Guangzhou City, Guangdong Province, PRC on Thursday, June 25, 2026 at 10:00 a.m. or any adjournment thereof (as the case may be), to consider and, if thought fit, to approve the resolutions contained in the notice of the Annual General Meeting which is set out on pages 32 to 38 of this circular

“Articles of Association”
the articles of association of the Company, as amended, modified or otherwise supplemented from time to time

“Audit Committee”
the audit committee of the Board

“Board of Directors” or “Board”
the board of directors of the Company

“China” or “the PRC”
the People’s Republic of China excluding, for the purposes of this circular, Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

“Company” or “our Company” or “the Company”
FOLANGSI CO., LTD (廣州佛朗斯股份有限公司) (formerly known as Guangzhou Folangsi Machinery Co., Ltd. (廣州佛朗斯機械有限公司)), a limited liability company incorporated in the PRC on December 5, 2007 which was converted into a joint stock company with limited liability on November 25, 2016 and listed on the Stock Exchange on November 10, 2023 (Stock code: 2499)

DEFINITIONS

"Company Law"
the Company Law of the PRC (中華人民共和國公司法), as amended, supplemented or otherwise modified from time to time

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

"Group", "our Group" or "the Group"
the Company and all of its subsidiaries, or any one of them as the context may require

"Guangzhou Daze"
Guangzhou Daze Investment Partnership (Limited Partnership)* (廣州達澤投資合夥企業(有限合夥)), a limited partnership established under the laws of the PRC on August 16, 2011 and one of the controlling shareholders of our Company

"H Share(s)"
the overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB0.25 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Hong Kong dollars" or "HK dollars" or "HK$" or "HK cents"
Hong Kong dollars and cents respectively, the lawful currency of Hong Kong

"Issue General Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares and/or sell treasury shares not exceeding 20% of the total number of issued Shares of the Company (excluding treasury shares) as at the date on which the Issue General Mandate is approved by the Shareholders

"Latest Practicable Date"
April 16, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange (as amended, supplemented or otherwise modified from time to time)

For identification purpose only

DEFINITIONS

“Nomination Committee”	the nomination committee of the Board
“Remuneration Committee”	the remuneration committee of the Board
“Repurchase General Mandate”	a general mandate proposed to be granted to the Directors to repurchase issued Shares not exceeding 10% of the total number of issued Shares of the Company (excluding treasury shares) as at the date on which the Repurchase General Mandate is approved by the Shareholders
“RMB”	Renminbi, the lawful currency of the PRC
“SAFE”	State Administration of Foreign Exchange of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)”	ordinary share(s) in the capital of the Company with a nominal value of RMB0.25 each, including both Unlisted Shares and H Shares
“Shareholder(s)”	the holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Strategy Committee”	the strategy committee of the Board
“Supervisor(s)”	member(s) of the supervisory committee of the Company
“Supervisory Committee”	the supervisory committee of the Company
“Takeovers Code”	The Code on Takeovers and Mergers and Share Buybacks approved by the Securities and Futures Commission as amended from time to time
“treasury shares”	have the meaning ascribed to it under the Listing Rules
“Unlisted Shares”	the ordinary shares in the share capital of the Company with a nominal value of RMB0.25 each, which are not listed on any stock exchange

LETTER FROM THE BOARD OF DIRECTORS

FOLANGSI CO., LTD

廣州佛朗斯股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2499)

Executive Directors:
Mr. HOU Zekuan
Mr. HOU Zebing
Mr. QIAN Xiaoxuan
Ms. MA Li
Mr. ZHOU Limin

Non-executive Director:
Mr. YU Chuanfen

Independent non-executive Directors:
Mr. CHIANG Edward
Dr. FAN Xia
Mr. DU Lizhu

Registered Office:
No. 999, Yayun Avenue
Shiqi Town, Panyu District
Guangzhou City, Guangdong Province
PRC

Headquarters and Principal Place of Business in China:
No. 999, Yayun Avenue
Shiqi Town, Panyu District
Guangzhou City, Guangdong Province
PRC

Principal Place of Business in Hong Kong:
Room 1920, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay, Hong Kong

April 22, 2026

To the Shareholders

Dear Sir/Madam,

LETTER FROM THE BOARD OF DIRECTORS

I. INTRODUCTION

The Annual General Meeting of the Company will be held at No. 999, Yayun Avenue, Shiqi Town, Panyu District, Guangzhou City, Guangdong Province, PRC on Thursday, June 25, 2026 at 10:00 a.m. A notice convening the Annual General Meeting is set out on pages 32 to 38 of this circular.

The purpose of this circular is to provide you notice of the Annual General Meeting and to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the Annual General Meeting as described below.

II. ANNUAL FINANCIAL REPORT FOR 2025

The Company has prepared the audited consolidated financial statements of itself and its subsidiaries for the year ended December 31, 2025 in accordance with the Hong Kong Financial Reporting Standards, and Ernst & Young has prepared the report of the auditor of the Company for the year ended December 31, 2025. Please refer to the 2025 Annual Report for further details.

The above audited consolidated financial statements and report of the auditor were considered and approved by the Board of Directors on March 26, 2026, and are hereby proposed at the Annual General Meeting as an ordinary resolution for receipt, consideration and approval.

III. REPORT OF THE BOARD OF DIRECTORS FOR 2025

The report of the Board of Directors of the Company for 2025 was considered and approved by the Board on March 26, 2026, and is hereby proposed at the Annual General Meeting as an ordinary resolution for receipt, consideration and approval. Please refer to the 2025 Annual Report for the full text of the report of the Board of Directors.

IV. REPORT OF THE SUPERVISORY COMMITTEE FOR 2025

The report of the Supervisory Committee of the Company for 2025 was considered and approved by the Supervisory Committee on March 26, 2026, and is hereby proposed at the Annual General Meeting as an ordinary resolution for receipt, consideration and approval. Please refer to the 2025 Annual Report for the full text of the report of the Supervisory Committee.

LETTER FROM THE BOARD OF DIRECTORS

V. ANNUAL REPORT FOR 2025

The annual report of the Company for 2025 was considered and approved by the Board of Directors on March 26, 2026, and is hereby proposed at the Annual General Meeting as an ordinary resolution for receipt, consideration and approval. Please refer to the 2025 Annual Report for the full text.

VI. PROFIT DISTRIBUTION PLAN FOR 2025

In order to retain more cash to meet the working capital requirements and future business development needs of the Company, the Board does not recommend the payment of a final dividend for 2025. The Board will consider future dividend distributions at the appropriate time in accordance with the dividend policy of the Company. The 2025 profit distribution plan was considered and approved by the Board on March 26, 2026, and is hereby proposed at the Annual General Meeting as an ordinary resolution for consideration and approval.

VII. PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS

According to Article 102 of the Articles of Association, the term of office of each of the Directors is three years and upon expiry of such term, each of the Directors shall be eligible for re-election at a general meeting of our Company.

The term of office of the third session of the Board is due to expire on April 2, 2026. Upon recommendation of the Nomination Committee, the Board has proposed to re-elect and appoint nine Directors as follows:

(i) Mr. Hou Zekuan, Mr. Hou Zebing, Mr. Qian Xiaoxuan, Ms. Ma Li and Mr. Zhou Limin have been nominated for re-election as executive Directors;

(ii) Mr. Li Hanchi has been nominated for appointment as a non-executive Director;

(iii) Mr. Chiang Edward and Mr. Du Lizhu have been nominated for re-election as independent non-executive Directors; and

(iv) Ms. Hou Yu has been nominated for appointment as an independent non-executive Director.

Consequently, the fourth session of the Board is proposed to comprise nine Directors, including five executive Directors, one non-executive Director and three independent non-executive Directors. According to the Articles of Association, the proposed re-election and

LETTER FROM THE BOARD OF DIRECTORS

appointment of Directors are subject to the approval by the Shareholders at the Annual General Meeting of our Company. The relevant resolutions will be put forward to the AGM by way of ordinary resolutions for the Shareholders' consideration and approval adopting a cumulative voting system. All Directors of the third session of the Board shall continue to perform their duties as Directors in accordance with applicable laws and regulations and the Articles of Association until the re-election and appointment of the members of the fourth session of the Board is completed.

Mr. Yu Chuanfen, a non-executive of the third session of the Board, will not stand for re-election for the fourth session of the Board due to the election of the new session of the Board, and will retire from the position of a non-executive Director and a member of the Strategy Committee. Dr. Fan Xia, an independent-non-executive Director of the third session of the Board, will not stand for re-election for the fourth session of the Board due to the election of the new session of the Board, and will retire from the position of an independent non-executive Director, a member of each of the Audit Committee and the Nomination Committee, and the chairman of the Remuneration Committee. Each of Mr. Yu Chuanfen and Dr. Fan Xia has confirmed that he/she has no disagreement with the Board and there are no matters relating to his/her decision not to stand for re-election that need to be brought to the attention of the Shareholders or the Stock Exchange. The Board would like to express its sincere gratitude to Mr. Yu Chuanfen and Dr. Fan Xia for their contributions to our Company during their tenure of office.

Particulars of the Directors candidates proposed to be re-elected or newly appointed

Executive Directors

Mr. Hou Zekuan (侯澤寬), aged 57, is the founder of our Company, an executive Director and the chairman of the Board of our Company. He established our Company on December 5, 2007 and has been a Director of our Company since its establishment. He was re-designated as an executive Director on April 3, 2023. He is primarily responsible for the overall management and Board-related work.

He has over 31 years of experience in the intralogistics equipment industry. He founded our Company together with Mr. Hou Zebing in December 2007, and acted as our executive director and general manager from December 2007 to November 2010 and then served as our executive director from November 2010 to October 2012. Since October 2012, he has been our chairman of the Board. He served as a supervisor of Foshan Shunde Ronggui Lixin Forklift Co., Ltd. (佛山市順德區容桂力欣又車有限公司) ("Ronggui Lixin"), one of our wholly-owned subsidiaries, from December 2007 to December 2021, and he was responsible for managing supervisors and providing independent advice. Since July 2018, he has also served as a director of Ferretto Intelligent Equipment (Shanghai) Co., Ltd. (弗蘭度智能設備(上海)有限公司) ("Ferretto Intelligent"). Since August 2019, he has been a director of Hefei Xunyun Intelligent Equipment

LETTER FROM THE BOARD OF DIRECTORS

Co., Ltd. (合肥訊雲智能裝備有限公司) (“Hefei Xunyun”), where he has been responsible for providing strategic advice regarding development. Since May 2024, he has been a director of Folangsi (Hong Kong) Co., Limited, where he has been responsible for overall management and daily operations. Prior to founding our Company, he served as the section head of Anhui Tixiem Forklift Co., Ltd. (安徽梯西埃姆叉車有限公司), a company primarily engaged in the manufacture and operation of a wide range of forklift trucks and forklift accessories, and he was responsible for production and procurement from April 1994 to April 2006.

He obtained his bachelor’s degree in mechanical engineering from Xi’an Jiaotong University (西安交通大學) in the PRC in July 1990. He obtained an engineer certificate from the department of Industrial Machinery of Anhui Province (安徽省工業機械廳) since November 1995.

Mr. Hou Zekuan is the elder brother of Mr. Hou Zebing, an executive Director and general manager (chief executive) of our Company and the elder cousin of Mr. Qian Xiaoxuan, an executive Director and deputy general manager of our Company.

Mr. Hou Zebing (侯澤兵), aged 51, is the co-founder of our Company, an executive Director and general manager (chief executive) of our Company. He joined our Group on December 5, 2007. He was appointed as a Director on October 6, 2012 and was re-designated as an executive Director on April 3, 2023. He is primarily responsible for the overall management and daily operation.

He has over 25 years of experience in the intralogistics equipment industry. He founded our Company together with Mr. Hou Zekuan in December 2007, and acted as our supervisor from December 2007 to November 2010, then served as the general manager from November 2010 to October 2012. He has been serving as the director and general manager since October 2012. Since 2001, he has accumulated extensive experience in management by serving as the executive director and senior management at our subsidiaries, including as: (i) an executive director and general manager of Guangzhou Xinze Forklift Leasing Co., Ltd. (廣州新澤叉車租賃有限公司) (“Guangzhou Xinze”) since May 2010, and he is responsible for overall management and daily operations; (ii) an executive director and general manager of Guangzhou Pengze Machinery Equipment Co., Ltd. (廣州鵬澤機械設備有限公司) since March 2010, and he is responsible for overall management and daily operations; (iii) an executive director and general manager of Zhuhai TCM Forklift Co., Ltd. (珠海梯西埃姆叉車有限公司) since September 2004, and he is responsible for overall management and daily operations; (iv) an executive director and general manager of Zhongshan TCM Forklift Sales Co., Ltd. (中山梯西埃姆叉車銷售有限公司) (“Zhongshan TCM”) since March 2003, and he is responsible for overall management and daily operations; (v) an executive director and general manager of Ronggui Lixin from February 2001 to December 2022, and he was responsible for overall management and daily operations; (vi) an executive director and the general manager of Tianjin Folangsi Technology Co., Ltd.* (天津佛朗斯

LETTER FROM THE BOARD OF DIRECTORS

科技有限公司) since February 2024, and he was responsible for the overall management and daily operation; and (vii) a director and general manager of Nichiyu Forklift (Shanghai) Co., Ltd. from August 2024 to December 2025, and he is responsible for overall management and daily operations.

Prior to founding our Company, he served as the secretary of the Youth League Committee of Hubei Communication Technical College (湖北交通職業技術學院), a full-time public general institution of higher learning, and he was responsible for the work of the Communist Youth League from September 1996 to December 2000.

He received his bachelor's degree in automotive engineering from Changsha Transportation College (長沙交通學院) (currently known as Changsha University of Science & Technology (長沙理工大學)) in the PRC in June 1996.

Mr. Hou Zebing is the younger brother of Mr. Hou Zekuan, an executive Director and the chairman of the Board of our Company and the younger cousin of Mr. Qian Xiaoxuan, an executive Director and deputy general manager of our Company.

As of the Latest Practicable Date, Mr. Hou Zekuan directly held 52,920,684 Shares, Mr. Hou Zebing is interested in a total of 81,911,496 Shares (comprising 50,811,280 Shares directly held by him and 31,100,216 Shares held by Guangzhou Daze of which he is a general partner). Mr. Hou Zekuan and Mr. Hou Zebing entered into an acting-in-concert agreement on May 18, 2020 with a supplemental agreement dated March 24, 2023 to acknowledge and confirm their acting-in-concert relationship in our Company, pursuant to which Mr. Hou Zekuan and Mr. Hou Zebing have agreed to continue to act in concert and reach consensus on any matter considered at Board meetings and general meetings of our Company. Therefore, each of Mr. Hou Zekuan and Mr. Hou Zebing are deemed to be interested in the Shares held by each other under the SFO, namely, a total of 134,832,180 Shares, representing 38.74% of the total issued Shares.

Mr. Qian Xiaoxuan (錢曉軒), aged 52, is an executive Director and deputy general manager of our Company. He joined our Group on December 5, 2007. He was appointed as a Director on October 6, 2012 and was re-designated as an executive Director on April 3, 2023. He is primarily responsible for the management of supply chain, base, and other related operations.

He has extensive experience in the intralogistics equipment industry. He has been engaged in various roles in our Company since February 2012, including (i) the assistant to chairman from February 2012 to December 2015, and he was responsible for supervising business affairs and the construction of the supply chain of the procurement center; (ii) the director from October 2012 to June 2013, and he was responsible for the management of supply chain and relevant operation; (iii) the deputy general manager from January 2016 to November 2016, and he was responsible for

LETTER FROM THE BOARD OF DIRECTORS

supply chain management and other related operations; (iv) the director and deputy general manager from August 2016 to December 2018, and he was responsible for supply chain management and other related operations; and (v) director and deputy general manager since January 2019, and he is responsible for supply chain and supply base management and other related operations. He has been a director of Hefei Langyun IOT Technology Co., Ltd. (合肥朗雲物聯科技有限公司) (“Hefei Langyun”) since February 2019, and he is responsible for the overall management. He also served as a director of Guangzhou Langyi Intelligent Equipment Co., Ltd. (廣州朗逸智能裝備有限公司) from June 10, 2025 to February 27, 2026; has served as the general manager and a director of Hefei Langwen Environmental Technology Co., Ltd. (合肥朗玟環保科技有限公司) since September 23, 2025; and has served as the manager and a director of Hubei Folangsi Equipment Co., Ltd.* (湖北佛朗斯設備有限公司) since January 27, 2026. In addition, he served as a sales manager of Ronggui Lixin from March 2001 to January 2012, and he was responsible for the sales management.

He received his bachelor’s degree in mechanical engineering and automation from Beijing Economic and Technological Research Institute (北京經濟技術研修學院) in the PRC in July 1998.

Mr. Qian Xiaoxuan is the younger cousin of Mr. Hou Zekuan, an executive Director and the chairman of the Board of our Company and the elder cousin of Mr. Hou Zebing, an executive Director and general manager (chief executive) of our Company.

Ms. Ma Li (馬麗), aged 37, is an executive Director and secretary to the Board. She joined our Group on March 18, 2008. She was appointed as a Director on February 10, 2018 and was re-designated as an executive Director on April 3, 2023. She is primarily responsible for investor relations management and equity affairs management, corporate governance.

She has extensive experience in financial management. She served as the financial officer of our Company from March 2008 to January 2012, then was promoted as the financial controller from February 2012 to September 2017, and she was responsible for the overall management of the financial center. Ms. Ma has been serving as the secretary of the Board and Director of our Company since September 2017 and February 2018, respectively.

She has been the supervisor of the subsidiaries of the Company, including (i) Ferretto Intelligent since July 2018; (ii) Anhui Folangsi Machinery Co., Ltd. (安徽佛朗斯機械有限公司) since August 2018; (iii) Hefei Langyun since February 2019; (iv) Hefei Xunyun since August 2019; (v) Shenyang Folangsi Forklift Sales Co., Ltd. (瀋陽弗朗斯叉車銷售有限公司) since November 2011; and (vi) Tianjin Folangsi Technology Co., Ltd.* (天津佛朗斯科技有限公司) since February 2024, and she is primarily responsible for supervising and providing independent advice.

10 -

LETTER FROM THE BOARD OF DIRECTORS

She received her college degree in accounting from Hubei Communications Technical College (湖北交通職業技術學院) in the PRC in June 2008.

Mr. Zhou Limin (周利民), aged 58, currently served as an executive Director and a deputy general manager of our Company. He joined our Company on December 5, 2007, and was appointed as executive Director on June 14, 2024. He is primarily responsible for the product technology research and development management.

He served as a sales manager of Zhongshan TCM Forklift Sales Co., Ltd. (中山梯西埃姆又車銷售有限公司), and he was responsible for sales management from March 2006 to December 2007. He also served as a director of our Company from October 2012 to November 2016, where he was responsible for product technology and research and development management. He has extensive experience in the manufacturing industry. Prior to joining the Group, he served as a sales manager of Xi'an Tiexi Em Forklift Sales Co., Ltd. (西安梯西埃姆又車銷售有限公司), a company engaged in forklift sales and service, and he was responsible for corporate service from February 2002 to March 2006. He also worked at Xi'an Aviation Engine (Group) Co., Ltd.* (西安航空發動機(集團)有限公司), a company engaged in aircraft engine manufacturing, from December 1985 to December 2000.

He received his college's degree in mechanical design and manufacturing through online education from Wuhan University of Technology (武漢理工大學) in the PRC in July 2016.

Non-executive Director

Mr. Li Hanchi (黎漢馳), aged 43, is currently the general manager of Liuzhou Liugong Forklifts Co., Ltd.* (柳州柳工又車有限公司). He has over 20 years of extensive experience in the field of equipment manufacturing, covering technical, production, marketing and overall management roles.

From July 2004 to March 2007, he served as an assistant engineer in the manufacturing department of Liuzhou Liugong Excavator Co., Ltd.* (柳州柳工挖掘機有限公司) ("Liugong Excavator"), and was subsequently the head of the manufacturing department from March 2007 to November 2009. From November 2009 to March 2011, he served as deputy head of the production planning department and deputy factory director of the structural parts factory. From March 2011 to July 2012, he served as factory director of the structural parts factory of Liugong Excavator. From July 2012 to February 2017, he served as deputy general manager of the marketing department of Liugong Excavator. From February 2017 to July 2019, he served as deputy general manager of Liugong Excavator and general manager of the marketing department.

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LETTER FROM THE BOARD OF DIRECTORS

From March 2018 to July 2025, he served as a director of Guangxi Liurui Asset Management Co., Ltd. (廣西柳瑞資產管理有限公司) and concurrently served as its general manager from July 2019 to September 2022. Since September 2022, he has been the general manager of Liuzhou Liugong Forklifts Co., Ltd. (柳州柳工叉車有限公司). Since April 2023, he has also served as a director of Shandong Liugong Forklifts Co., Ltd.* (山東柳工叉車有限公司).

He received his bachelor's degree in mechanical design, manufacturing and automation from Zhongyuan University of Technology (中原工學院) in the PRC in July 2004.

Independent non-executive Directors

Mr. Chiang Edward (蔣福誠), aged 45, was appointed as an independent non-executive Director on April 3, 2023. He is primarily responsible for providing independent advice and judgement to the Board.

He has over 16 years of experience in corporate financing. He has been a non-executive director of Top Education Group Ltd. (澳洲成峰高教集團有限公司) since September 2020, one of Australia's primary and best-in-class private tertiary education providers whose shares are listed on the Stock Exchange (stock code: 01752.HK). He has also been a director of investor relations department of Minsheng Education Group Company Limited (民生教育集團有限公司) since May 2017, a company committed to constructing a vocational education service system and whose shares are listed on the Stock Exchange (stock code: 01569. HK), and he is responsible for planning and executing investor relations strategies. From January 2015 to June 2017, Mr. Chiang served as a senior manager of Town Health International Medical Group Limited (康健國際醫療集團有限公司), a comprehensive medical center with diversified medical services and whose shares are listed on the Stock Exchange (Stock code: 03886.HK), and he was responsible for PRC projects and Mainland China operations. He has accumulated extensive experience in corporate financial management by serving as the senior management at various enterprises, including as: (i) a corporate finance manager of Sunwah Kingsway Capital Holdings Limited (新華匯富金融控股有限公司), a financial service provider based in Hong Kong, where he was responsible for corporate financing transactions in Hong Kong from January 2013 to January 2014; (ii) a manager and licensed representative of South West Capital Limited (西南融資有限公司), a company engaged in dealing in securities and advising on corporate finance, where he was responsible for advising on corporate finance from April 2012 to January 2013; (iii) a corporate finance manager of Huntington Asia Limited (漢騰亞洲有限公司) (currently known as Octal Capital Limited (八方金融有限公司)), a company engaged in financing services, where he was responsible for advising on corporate finance from June 2011 to April 2012; and (iv) an associate and was promoted to assistant manager of VC Capital Limited* (匯盈融資有限公司), a company engaged in dealing in securities and advising on corporate finance, where he was responsible for advising on corporate finance from May 2008 to December 2010.

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LETTER FROM THE BOARD OF DIRECTORS

He received his bachelor's degree in Arts from Macquarie University in Sydney, Australia in November 2005.

Ms. Hou Yu (侯昱), aged 41, is currently a vice president at Guangdong Merchant Venture Capital Limited.* (廣東粵商創業投資有限公司). She has extensive experience in finance and auditing, and has accumulated corporate governance experience through serving as a director, supervisor and/or partner of various companies.

From September 2006 to April 2011, she served as an audit assistant at KPMG Huazhen LLP (畢馬威華振會計師事務所). From April 2011 to January 2014, she worked as a finance manager at 4399 Network Co., Ltd. (四三九九網路股份有限公司). Since 2014, she has been a vice president at Guangdong Merchant Venture Capital Limited. (廣東粵商創業投資有限公司). She has also served as a director of Heilongjiang Yuerong Technology Investment Co., Ltd. (黑龍江粵融科技投資有限責任公司) since August 2015, a director of Pengkai Environmental Technology Co., Ltd. (鵬凱環境科技股份有限公司) since December 2016, a director of Haihuang Food (Tianjin) Co., Ltd. (海皇食品(天津)有限公司) since August 2017, a partner of Guangzhou Yuezhike Investment Partnership (Limited Partnership) (廣州悅知客投資合夥企業(有限合夥)) since April 2017, a director of Guangzhou Yimei Furniture Science and Technology Co., Ltd. (廣州市儀美醫用傢俱科技股份有限公司) since February 2018, a supervisor of Winhong Information Technology Corp. (雲宏信息科技股份有限公司) since September 2018, a partner of Guangzhou Chuang'aoke Venture Capital Partnership (Limited Partnership) (廣州創奧客創業投資合夥企業(有限合夥)) since September 2021, and a supervisor of Guangzhou Tongyue Industrial Holding Co., Ltd. (廣州桐越實業控股有限公司) since April 2024. She has also served as a director of Tianjin Shengsheng Crispy Food Co., Ltd. (天津升升脆食品有限公司) since July 2025.

She received her bachelor's degree in accounting from the School of Management of Sun Yat-sen University (中山大學) in the PRC in June 2006.

Mr. Du Lizhu (杜立柱), aged 51, was appointed as an independent non-executive Director on June 14, 2024. He is primarily responsible for providing independent advice and judgement to the Board.

He has extensive experience in the accounting field. From February 1997 to October 1997, he was a statistician at Binzhou Head Crankshaft Co., Ltd. (濱州海得曲軸有限責任公司) (formerly known as Binzhou Crankshaft Factory (濱州曲軸廠)). From November 1997 to June 1998, he was an accountant at Zhaoqing Cailian Building (肇慶財聯大廈). He subsequently served as an assistant auditor at the Bureau of Foreign Trade of Guangzhou Dongshan District (Guangzhou Xinlian Accounting Firm) (廣州東山區外經貿局(廣州信聯會計師事務所) from July 1998 to May 2002. He later served as an assistant auditor at Guangzhou Huihua Accounting Firm Co., Ltd.* (廣州會華會計師事務所有限公司) (“Guangzhou Huihua”) from June 2002 to July 2003. From

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LETTER FROM THE BOARD OF DIRECTORS

August 2003 to August 2005, he worked as an inspector at the Department of Finance of Guangdong Province. He was subsequently the vice president of Guangzhou Huihua and Guangzhou Mingxin Accounting Firm Co., Ltd. (廣州明信會計師事務所有限公司), from September 2005 to September 2008, and from October 2008 to May 2015, respectively. From June 2015 to June 2018, he served as the vice general manager of Jonten Certified Public Accountants (Limited Liability Partnership). Since July 2018, he has been the responsible person of the Guangzhou Branch of Guangdong Jingxin Real Estate & Land & Assets Appraisal Co., Ltd. (廣東京信房地產土地資產評估有限公司廣州分公司).

He received a college degree in accounting from China Central Radio and TV University (中央廣播電視大學) in the PRC in January 2007 and later obtained a bachelor's degree in accounting from Hunan Institute of Science and Technology (湖南理工學院) in the PRC in June 2013. Mr. Du obtained the Qualification Certificate of Specialty and Technology for accountants (專業技術資格證書) issued by the Ministry of Finance of the People's Republic of China (中華人民共和國財政部) in May 1999, and passed the Advanced Diploma in Accounting awarded by the International Association of Accounting Professionals (IAAP) and obtained the Certificate of International Certified Public Accountants awarded by the Enterprise Financial Management Association of China in May 2023.

Each of the above proposed independent non-executive Directors has confirmed that, as of the Latest Practicable Date, (i) he/she meets the independence requirement in relation to each of the factors set out in Rules 3.13(1) to (8) of the Listing Rules; (ii) he/she has no past or present financial or other interests in the business of our Company or its subsidiaries or any connection with any core connected person (as defined under the Listing Rules) of our Company; and (iii) there are no other factors that may affect his/her independence at the time of his/her appointment. The Nomination Committee and the Board have assessed and consider that each of the proposed independent non-executive Directors meets the independence requirements set out in Rule 3.13 of the Listing Rules.

Each of the proposed Directors has confirmed that, as of the Latest Practicable Date, save as disclosed herein, (i) he/she has not held any other position within the Group and has not held any directorship in other listed companies in Hong Kong or overseas in the last three years; (ii) he/she does not have any relationship with any other Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of our Company; (iii) he/she does not hold any interest or short positions in any shares, underlying shares or debentures of our Company or any of its associated corporations required to be disclosed under Part XV of the SFO; (iv) there is no any other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules; and (v) there is no other matter in relation to his/her re-election or appointment that shall be brought to the attention of the Shareholders or the Stock Exchange.

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LETTER FROM THE BOARD OF DIRECTORS

Upon the approval of the respective re-election and appointment of Directors, our Company will enter into service contracts and/or appointment letters (as appropriate) with each of the proposed Directors with a term commencing from the date of approval at the AGM and ending on the expiration of the term of the fourth session of the Board. The remuneration of the proposed executive Directors shall be determined in accordance with their remuneration standard for serving as senior management of our Company and no additional Director's remuneration will be paid to them for serving as executive Directors. The proposed non-executive Director will not receive any Director's remuneration from our Company during his term as non-executive Director. Each of Mr. Chiang Edward, Ms. Hou Yu and Mr. Du Lizhu shall receive an annual Director's fee of RMB84,000. The remunerations of the proposed Directors were determined based on, among other things, the Directors' responsibilities, authorities and benefits and the prevailing market level of companies of comparable size and similar operations.

VIII. PROPOSED RE-ELECTION OF MEMBERS OF THE SUPERVISORY COMMITTEE

According to Article 145 of the Articles of Association, the term of office of each of the Supervisors shall be three years and upon expiry of such term, each of the Supervisors shall be eligible for re-election.

The term of office of the Supervisory Committee is due to expire on April 2, 2026. Our Company has proposed the re-election of Mr. He Xiaocheng (賀小成) and Ms. Liu Xiaoli (劉小麗) as shareholder representative Supervisors at the AGM. In accordance with the requirements of relevant PRC laws and regulations and the Articles of Association, the re-election of the shareholder representative Supervisors are subject to the consideration and approval by the Shareholders at the general meeting of our Company. The relevant resolutions will be put forward to the AGM by way of ordinary resolutions for the Shareholders' consideration and approval adopting a cumulative voting system. All Supervisors of the third session of the Supervisory Committee shall continue to perform their duties as Supervisors in accordance with applicable laws and regulations and the Articles of Association until the re-election of the members of the fourth session of the Supervisory Committee is completed.

The employee representative Supervisor is democratically elected by the employee representative meeting in accordance with the Articles of Association and is not subject to election at the AGM. Accordingly, Ms. Li Xiaolan was re-elected at the employee representatives' meeting of our Company on March 25, 2026 as the employee representative Supervisor of the fourth session of the Supervisory Committee.

The term of office of the Supervisors of the fourth session of the Supervisory Committee will be three years commencing from the date of approval at the AGM and ending on the expiration of the term of the fourth session of the Supervisory Committee. Upon the approval of the

LETTER FROM THE BOARD OF DIRECTORS

appointment of Mr. He Xiaocheng and Ms. Liu Xiaoli as Supervisors at the AGM, our Company will enter into an engagement letter with them with a term commencing from the date of approval at the AGM and ending on the expiration of the term of the fourth session of the Supervisory Committee. Each of Mr. He Xiaocheng and Ms. Liu Xiaoli receives remuneration according to his/her position at our Company will not receive additional remuneration as Supervisors.

Particulars of the candidates proposed to be re-elected as Supervisors

Mr. He Xiaocheng (賀小成), aged 46, has been a Supervisor of our Company since December 2017. He is primarily responsible for supervising and providing independent advice to our Board.

He joined our Group on December 5, 2007. He served as a manager of maintenance service department of Zhongshan TCM, and was responsible for maintenance management service from March 2003 to December 2009. Since August 2007, he has been a supervisor of Zhongshan TCM, and is responsible for supervising the overall management. He then served as a leader of maintenance parts business management center of our Company from December 2007 to November 2016 and was promoted as a director of maintenance parts business management center of our Company from December 2016 to September 2018, and he was responsible for the overall management of the center. He has been a director of asset center of our Company since October 2018, and he is responsible for asset management.

Ms. Liu Xiaoli (劉小麗), aged 40, was appointed as a Supervisor on June 14, 2024. She is primarily responsible for supervising the Board and providing independent advice to the Board.

She has extensive experience in the logistics equipment industry. She joined our Company in May 2008 and has served as the director of the logistics management centre since then.

She received a college degree in logistics management from Sun Yat-sen University (中山大學) in the PRC in June 2017 and later obtained a bachelor's degree in international economics and trade from Jinan University (暨南大學) in the PRC in December 2020.

Each of the proposed Supervisors has confirmed that, as of the Latest Practicable Date, save as disclosed herein, (i) he/she has not held any other position within the Group and has not held any directorship in other listed companies in Hong Kong or overseas in the last three years; (ii) he/she does not have any relationship with any other Directors, Supervisors, senior management, substantial shareholders or controlling shareholders of our Company; (iii) he/she does not hold any interest or short positions in any shares, underlying shares or debentures of our Company or any of its associated corporations required to be disclosed under Part XV of the SFO; (iv) there is no any

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other information that is required to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules; and (v) there is no other matter in relation to his/her re-election that shall be brought to the attention of the Shareholders or the Stock Exchange.

IX. REMUNERATION PLAN FOR DIRECTORS AND SUPERVISORS

The remuneration plan for the Directors and the Supervisors is as follows:

(1) for the executive Directors, each of the executive Directors would not be entitled to receive any Director’s remuneration;

(2) for the non-executive Directors, each of the non-executive Directors would not be entitled to receive any Director’s remuneration;

(3) for the independent non-executive Directors, each of the independent non-executive Directors would be entitled to receive Director’s remuneration of RMB84,000 per year (tax inclusive); and

(4) for the Supervisors, each of the Supervisors would not be entitled to receive any Supervisor’s remuneration.

The Company hereby proposes, as an ordinary resolution at the Annual General Meeting, the consideration and approval of such remuneration plan for Directors and Supervisors.

X. PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2026

In accordance with the relevant provisions of the Articles of Association and the audit requirements of the Company, the Company intends to re-appoint Ernst & Young as the auditors of the Company for 2026, for a term from the forthcoming AGM till the conclusion of the next annual general meeting of the Company.

The Company hereby proposes, as an ordinary resolution at the Annual General Meeting, the consideration and approval of such re-appointment and the authorization to the Board of Directors to fix the remuneration of Ernst & Young for 2026.

LETTER FROM THE BOARD OF DIRECTORS

XI. COMPOSITE CREDIT FACILITIES, LOANS AND FINANCE LEASING ARRANGEMENTS IN 2026

In order to meet the needs of the Group’s business and operations, the Group intends to apply for composite credit facilities, loans and finance leasing arrangements (collectively, the “Financing Arrangement(s)”) in 2026 from financing arrangement providers, including but not limited to, licensed banks, financial institutions and financial leasing companies, etc. The Financing Arrangements may cover but are not limited to finance leases, working capital loans, non-current capital loans, acceptance bills, factoring, letters of guarantee, letters of credit, bill discounting and other credit services, etc.

Pursuant to Article 117 (VI) of the Articles of Association, Shareholders’ approval is required for debt financing (excluding the issuance of bonds) with a single amount of more than RMB300 million or if the Company’s gearing ratio will be more than 75% after debt financing.

Taking account of the actual operational needs of the Group, it is proposed that, for Financing Arrangements meeting the following conditions, namely, (i) the amount available under each single Financing Arrangement shall not exceed RMB400 million, and (ii) the aggregate amounts of all Financing Arrangements drawn down or utilized by the Group within the authorization period shall not exceed 50% of the total assets of the Group as at December 31, 2025, the Board (including the management of the Company as designated by the Board) shall be authorized by the Annual General Meeting to have full authority to implement specific business procedures on behalf of the Company, including but not limited to signing various legal documents such as contracts and agreements relating to the entering into of the Financing Arrangements (including but not limited to credit, loans, financing and finance leases), and security documents, guarantees and agreements relating to the Financing Arrangements, with an authorization period starting from the date of the Annual General Meeting till the conclusion of the next annual general meeting of the Group (the “Authorization Period”). During the Authorization Period, no single Financing Arrangement will be further considered separately under a general meeting.

The Financing Arrangements shall include new Financing Arrangements and the extension of the Group’s existing Financing Arrangements. Whilst the finance leasing arrangements are one-off, the composite credit facilities and loans can be used in a revolving manner during the Authorization Period. The amounts available under composite credit facilities and loans are lines of credit which do not represent the actual amounts to be drawn down or utilized by the Group. Such actual amounts shall be considered and determined by the Board of Directors according to the actual capital needs for the Company’s business and operations, and separate agreements and/or utilization requests will be entered into and/or provided by the Group (as the case may be) with and/or to the relevant financing arrangement providers in relation to every actual drawdown.

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LETTER FROM THE BOARD OF DIRECTORS

This resolution was considered and approved by the Board of Directors on March 26, 2026, and is hereby proposed for consideration at the Annual General Meeting. In the event any of the above Financing Arrangements as authorized by the Shareholders under this resolution is drawn down or utilized by the Group, and therefore subject to Chapter 14 of the Listing Rules or other applicable Listing Rules, or any security documents, guarantees, contracts and agreements relating to the Financing Arrangements is subject to Chapter 14 of the Listing Rules or other applicable Listing Rules, the Group will comply with all applicable requirements under the Listing Rules, including the announcement requirement, issuing a circular and seeking Shareholders' approval where necessary.

XII. PROPOSED GRANT OF ISSUE GENERAL MANDATE

In order to meet the capital requirements for the continuous development of the Company's business and to ensure and give the Board of Directors the flexibility to issue any new Shares if and when appropriate to the Company, and in accordance with the relevant laws and regulations such as the Listing Rules and capital market practice, the Company will put forward a special resolution at the Annual General Meeting to grant the Issue General Mandate to the Board of Directors to allot, issue and deal with additional Shares and/or sell treasury shares of the Company not exceeding 20% of the total issued Shares (excluding treasury shares) as at the date on which the Issue General Mandate is approved by the Shareholders, subject to the conditions as set out in the notice of the Annual General Meeting.

As at the Latest Practicable Date, the registered capital of the Company comprised 348,022,816 Shares (including 98,371,112 Unlisted Shares and 249,651,704 H Shares) with a nominal value of RMB0.25 each. Therefore, subject to the passing of the resolution at the Annual General Meeting and assumed that no new Shares will be issued and no Shares will be repurchased or cancelled on or before the Annual General Meeting, the Board of Directors may allot, issue or deal with additional Shares and/or sell treasury shares of the Company, either separately or concurrently, up to a maximum of 69,604,563 Shares (representing 20% of the number of the total issued Shares as at the Latest Practicable Date) pursuant to the Issue General Mandate.

Any exercise of the power by the Board of Directors under the Issue General Mandate will have to comply with the Articles of Association, the Company Law, the Listing Rules and all other applicable laws, rules, regulations and requirements of relevant governmental and/or regulatory authorities.

In order to ensure flexibility and discretion for the Board of Directors to issue new Shares and/or sell treasury shares, the Board of Director believes that it is in the best interests of the Company and the Shareholders as a whole for the Issue General Mandate to be granted.

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LETTER FROM THE BOARD OF DIRECTORS

The Issue General Mandate will end on the earliest of (i) the conclusion of the next annual general meeting following the passing of the relevant resolution; (ii) the expiration of a period of 12 months from the date of passing the relevant resolution at the Annual General Meeting; or (iii) the date upon which such authority is revoked or varied by a special resolution of the Shareholders of the Company at a general meeting.

XIII. PROPOSED GRANT OF REPURCHASE GENERAL MANDATE

The Company Law and the Articles of Association provide for certain restrictions on share repurchase which are applicable to all classes of Shares of the Company.

The Company Law (to which the Company is subject to) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares unless such repurchase is effected for the purpose of (a) reducing its registered capital; (b) in connection with a merger between itself and another entity that holds its shares; (c) granting shares as reward to the staff of the company; (d) the repurchase is made at the request of its shareholders who disagrees with shareholders' resolutions in connection with a merger or division; (e) utilizing the shares for conversion of corporate bonds which are convertible into shares; or (f) where it is necessary for the company to safeguard the value of the company and the interests of its shareholders.

Articles 25 and 26 of the Articles of Association provide that the Company may, subject to relevant laws, regulations, normative documents and the relevant provisions of the securities regulatory authority of the place where the Company's Shares are listed, repurchase its shares through public centralized trading or other methods recognized by laws, administrative regulations and the China Securities Regulatory Commission (中國證券監督管理委員會) under the following circumstances: (I) reducing the registered capital of the Company; (II) merging with another company that holds shares in the Company; (III) using shares for employee stock ownership plan or equity incentives; (IV) shareholders who object to resolutions of the general meeting on merger or division of the Company requesting the Company to buy back their shares; (V) to use the shares for conversion of corporate bonds issued by the Company which are convertible into shares; and (VI) where it is necessary for the Company to preserve its value and shareholders' interest. Except for the aforesaid circumstances, the Company shall not buy back its own shares.

The Listing Rules permit the shareholders of a PRC joint stock limited company to grant a general mandate to its directors to repurchase shares of such company that are listed on the Stock Exchange. Such general mandate is required to be given by way of a special resolution passed by its shareholders in general meetings.

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LETTER FROM THE BOARD OF DIRECTORS

H Shares are traded on the Stock Exchange in Hong Kong dollars. Therefore, the repurchase of H Shares by the Company is subject to the approval of the SAFE (or its successor authority), and the price payable by the Company upon any repurchase of H Shares will be paid in Hong Kong dollars.

Conditions to Repurchase of Shares

In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any Shares (including where such repurchase may lead to an enhancement of the net asset value per Share and/or the earnings per Share), approval is proposed to be sought from the Shareholders for the grant of the Repurchase General Mandate to the Directors. In accordance with the legal and regulatory requirements described above, the Directors give notices to convene the Annual General Meeting. At the Annual General Meeting, a special resolution will be proposed to grant to the Directors the Repurchase General Mandate, i.e. a conditional general mandate to repurchase Shares in issue on the Stock Exchange not exceeding 10% of the total number of Shares in issue of the Company (excluding treasury shares) as at the date on which the Repurchase General Mandate is approved by the Shareholders.

The Repurchase General Mandate will be conditional upon (a) the special resolution for approving the grant of the Repurchase General Mandate being passed at the Annual General Meeting; and (b) the approvals of SAFE (or its successor authority) and/or any other regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate. If the above conditions are not fulfilled, the Repurchase General Mandate will not be exercisable by the Directors.

The Repurchase General Mandate would expire on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of a period of 12 months from the date of passing of the relevant resolution at the Annual General Meeting; or (iii) the date on which the authority conferred by the special resolution is revoked or varied by a special resolution of the Shareholders of the Company in a general meeting.

The Shares which may be repurchased by the Company pursuant to the Repurchase General Mandate shall not exceed 10% of the total number of Shares in issue of the Company as at the date of passing of the resolution approving the Repurchase General Mandate at the Annual General Meeting.

An explanatory statement giving certain information regarding the Repurchase General Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD OF DIRECTORS

Subject to the approval of the special resolution for the Issue General Mandate and the Repurchase General Mandate, a special resolution will be proposed at the AGM to expand the Issue General Mandate by taking into account the number of Shares repurchased under the Repurchase General Mandate.

XIV. ANNUAL GENERAL MEETING

The Annual General Meeting will be held at No. 999, Yayun Avenue, Shiqi Town, Panyu District, Guangzhou City, Guangdong Province, PRC on Thursday, June 25, 2026 at 10:00 a.m.

The notice of the Annual General Meeting is set out on pages 32 to 38 of this circular.

Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for the holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, June 24, 2026) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person if you so wish.

XV. CLOSURES OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Monday, June 22, 2026, to Thursday, June 25, 2026, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's headquarters and principal place of business in China at No. 999, Yayun Avenue, Shiqi Town, Panyu District, Guangzhou City, Guangdong Province, PRC (for holders of Unlisted Shares) or the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares) not later than 4:30 p.m. on Thursday, June 18, 2026, for registration. Shareholders whose names appear on the register of members of the Company on Thursday, June 25, 2026 (being the record date) will be entitled to attend and vote at the Annual General Meeting.

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XVI. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, at any general meeting, a resolution put to the vote of Shareholders shall be taken by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

XVII. RECOMMENDATION

The Directors are of the view that all resolutions set out in the notice of the Annual General Meeting to be considered and approved by the Shareholders are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favor of all resolutions to be proposed at the Annual General Meeting.

By order of the Board of Directors

FOLANGSI CO., LTD

Hou Zekuan

Chairman of the Board of Directors and Executive Director

For identification purpose only

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to vote for or against the special resolution to approve the grant of the Repurchase General Mandate to the Board of Directors. Neither the explanatory statement nor the proposed grant of the Repurchase General Mandate has any unusual features.

LISTING RULES RELATING TO SHARE REPURCHASE

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarized below. The purpose and arrangement of the Company's share repurchase are not in violation of the requirements of the Company Law and the Articles of Association.

REGISTERED CAPITAL

As at the Latest Practicable Date, the registered capital of the Company comprised 348,022,816 Shares (including 98,371,112 Unlisted Shares and 249,651,704 H Shares) with a nominal value of RMB0.25 each. Subject to the passing of the proposed resolution for the grant of the Repurchase General Mandate and on the basis that no Shares will be allotted and issued or repurchased by the Company on or prior to the date of the Annual General Meeting, the Company will be allowed under the Repurchase General Mandate to repurchase a maximum of 34,802,281 Shares, being the maximum of 10% of the total issued Shares as at the date of passing the relevant resolution.

REASONS FOR SHARE REPURCHASE

The Directors believe that the Repurchase General Mandate is in the interests of the Company and the Shareholders. An exercise of the Repurchase General Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.

FUNDING OF SHARE REPURCHASE

In repurchasing its Shares, the Company may only apply funds from the Company's internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws, rules and regulations of the PRC.

APPENDIX I

EXPLANATORY STATEMENT

IMPACT OF SHARE REPURCHASE

There might be an adverse impact on the working capital and/or the gearing levels of the Company (as compared with the position disclosed in the audited accounts contained in the 2025 Annual Report) in the event the proposed Repurchase General Mandate was to be exercised in full. However, the Directors do not intend to exercise the Repurchase General Mandate in circumstances where, in the opinion of the Directors, the exercise of the Repurchase General Mandate would, from time to time, have a material adverse effect on the working capital and/or gearing levels of the Company. 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 prevailing, in the best interests of the Company.

STATUS OF REPURCHASED SHARES

When exercising the Repurchase General Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchases, resolve to cancel the Shares repurchased following settlement of any such repurchase or hold them as treasury shares. All Shares held as treasury shares retain their listing status.

H SHARE PRICES

The highest and lowest prices at which the H Shares have traded on the Stock Exchange during the 12 months prior to and including the Latest Practicable Date were as follows:

Month	Highest (HK$)	Lowest (HK$)
2025
April 2025	6.10	5.50
May 2025	6.12	5.50
June 2025	5.90	5.45
July 2025	5.56	4.64
August 2025	5.50	4.76
September 2025	6.15	5.25
October 2025	5.97	5.61
November 2025	6.15	5.58
December 2025	6.15	5.90
2026
January 2026	6.16	5.92
February 2026	6.16	5.69
March 2026	5.85	5.49
April 2026 (up to the Latest Practicable Date)	6.23	5.00

APPENDIX I

EXPLANATORY STATEMENT

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases pursuant to the Repurchase General Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company in the event the Repurchase General Mandate is approved by the Shareholders at the Annual General Meeting.

As at the Latest Practicable Date, the Company has not been notified by any core connected person (as defined in the Listing Rules) of the Company that he/she/it has a present intention to sell any Shares to the Company, or that he/she/it has undertaken not to sell any of Shares held by him/her/it to the Company in the event that the Repurchase General Mandate is approved by the Shareholders at the Annual General Meeting.

IMPLICATION UNDER THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase General Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

26 -

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following substantial shareholders held interests in the Shares as follows:

Name of Shareholder	Capacity/nature of interest	Class of Shares held	Number of Shares held	Approximate percentage of shareholding as at the Latest Practicable Date	Approximate percentage of shareholding if the Repurchase General Mandate is exercised in full^{(1)}
Mr. Hou Zekuan (侯澤寬)^{(2)}	Beneficial owner	H Shares	15,876,204
	Interest held jointly with another person	H Shares	30,793,492
	Sub-total of H Shares	H Shares	46,669,696	13.41%	14.90%
	Beneficial owner	Unlisted Shares	37,044,480
	Interest held jointly with another person	Unlisted Shares	51,118,004
	Sub-total of Unlisted Shares	Unlisted Shares	88,162,484	25.33%	28.15%
		Sub-total	134,832,180	38.74%	43.05%
Mr. Hou Zebing (侯澤兵)^{(2)}	Beneficial owner	H Shares	15,243,384
	Interest in controlled corporations	H Shares	15,550,108
	Interest held jointly with another person	H Shares	15,876,204
	Sub-total of H Shares	H Shares	46,669,696	13.41%	14.90%
	Beneficial owner	Unlisted Shares	35,567,896
	Interest in controlled corporations	Unlisted Shares	15,550,108
	Interest held jointly with another person	Unlisted Shares	37,044,480
	Sub-total of Unlisted Shares	Unlisted Shares	88,162,484	25.33%	28.15%
		Sub-total	134,832,180	38.74%	43.05%
Guangzhou Daze Investment Partnership (廣州達澤投資合夥企業 (有限合夥)) (“Guangzhou Daze”)	Beneficial owner	H Shares	15,550,108	4.47%	4.96%
		Unlisted Shares	15,550,108	4.47%	4.96%
		Sub-total	31,100,216	8.94%	9.93%

APPENDIX I

EXPLANATORY STATEMENT

Name of Shareholder	Capacity/nature of interest	Class of Shares held	Number of Shares held	Approximate percentage of shareholding as at the Latest Practicable Date	Approximate percentage of shareholding if the Repurchase General Mandate is exercised in full(1)
Suzhou Eastern Bell II Investment Center (Limited Partnership) (蘇州鐘鼎創業二號投資中心(有限合夥)) (“Eastern Bell II”)	Beneficial owner	H Shares	50,021,052	14.37%	15.97%
Shanghai Dingxiao Enterprise Management Consulting Center (Limited Partnership) (上海鼎灝企業管理諮詢中心(有限合夥)) (“Shanghai Dingxiao”)(3)	Interest in controlled corporations	H Shares	58,021,052	16.67%	18.52%
Ningbo Dingji Venture Capital Partnership Enterprise (Limited Partnership) (寧波鼎集創業投資合夥企業(有限合夥)) (“Ningbo Dingji”)(3)	Interest in controlled corporations	H Shares	58,021,052	16.67%	18.52%
Mr. Yin Junping (尹軍平)(3)	Interest in controlled corporations	H Shares	58,021,052	16.67%	18.52%
Shanghai Dingman Enterprise Management Co., Ltd. (上海鼎菱企業管理有限公司) (“Shanghai Dingman”)(3)	Interest in controlled corporations	H Shares	58,944,152	16.94%	18.82%
Mr. Yan Li (嚴力)(3)	Interest in controlled corporations	H Shares	58,944,152	16.94%	18.82%
Shenzhen Xinyu Investment Enterprise (Limited Partnership) (深圳鑫城投資企業(有限合夥)) (“Shenzhen Xinyu”)	Beneficial owner	H Shares	14,523,976	4.17%	4.64%
		Unlisted Shares	4,000,000	1.15%	1.28%
		Sub-total	18,523,976	5.32%	5.91%

28 -

APPENDIX I

EXPLANATORY STATEMENT

Name of Shareholder	Capacity/nature of interest	Class of Shares held	Number of Shares held	Approximate percentage of shareholding as at the Latest Practicable Date	Approximate percentage of shareholding if the Repurchase General Mandate is exercised in full(1)
Mr. Zhang Gaozhao (張高照)(4)	Interest in controlled corporations	H Shares	14,523,976	4.17%	4.64%
		Unlisted Shares	4,000,000	1.15%	1.28%
		Sub-total	18,523,976	5.32%	5.91%
Shenzhen Dachen Chuanglian Private Equity Investment Fund Partnership (Limited Partnership) (深圳市達晨創聯私募股權投資基金合夥企業(有限合夥)) (“Dachen Chuanglian”)	Beneficial owner	H Shares	21,440,924	6.16%	6.85%
Shenzhen Dachen Chuangtong Private Equity Investment Enterprise (Limited Partnership) (深圳市達晨創通私募股權投資企業(有限合夥)) (“Dachen Chuangtong”)	Beneficial owner	H Shares	19,471,952	5.60%	6.22%
Shenzhen Dachen Caizhi Venture Capital Management Co., Ltd (深圳市達晨財智創業投資管理有限公司) (“Dachen Caizhi”) (5)	Interest in controlled corporations	H Shares	40,912,876	11.76%	13.06%
Hunan TV & Broadcast Intermediary Co., Ltd. (湖南電廣傳媒股份有限公司) (“TVBI”) (5)	Interest in controlled corporations	H Shares	40,912,876	11.76%	13.06%

Notes:
(1) The calculation is based on the total number of 313,220,535 Shares in issue assuming the Repurchase General Mandate is exercised in full.
(2) Mr. Hou Zebing is the general partner of Guangzhou Daze. As such, Mr. Hou Zebing is deemed to be interested in the 31,100,216 Shares (including 15,550,108 Unlisted Shares and 15,550,108 H Shares) held by Guangzhou Daze under SFO. Mr. Hou Zekuan and Mr. Hou Zebing entered into an acting-in-concert agreement on May 18, 2020

29 -

APPENDIX I

EXPLANATORY STATEMENT

with a supplemental agreement dated March 24, 2023 to acknowledge and confirm their acting-in-concert relationship in our Company, pursuant to which Mr. Hou Zekuan and Mr. Hou Zebing have agreed to continue to act in concert and reach consensus on any matter considered at board meetings and general meetings of our Company. Therefore, Mr. Hou Zekuan and Mr. Hou Zebing are deemed to be interested in the Shares held by each other.

(3) Eastern Bell II is a limited partnership established in the PRC. As of December 31, 2025, the general partner of Eastern Bell II was Shanghai Dingxiao, whose general partner was Shanghai Dingman, which in turn, the equity interest of Shanghai Dingman was owned by Mr. Yan Li as to 52.88%. Ningbo Dingji was a limited partner of Shanghai Dingxiao and owned 60.83% partnership interest of Shanghai Dingxiao. Shanghai Dingman was the general partner of Ningbo Dingji. Mr. Yin Junping was a limited partner of Ningbo Dingji and held 66.25% partnership interest of Ningbo Dingji.

Suzhou Eastern Bell III Investment Center (Limited Partnership) (蘇州鐘鼎三號創業投資中心(有限合夥)) ("Eastern Bell III") is a limited partnership established in the PRC. As of December 31, 2025, the general partner of Eastern Bell III was Shanghai Dingxiao, whose general partner was Shanghai Dingman.

As such, each of Shanghai Dingxiao, Ningbo Dingji, and Mr. Yin Junping is deemed to be interested in (i) 50,021,052 H Shares held by Eastern Bell II; and (ii) 8,000,000 H Shares held by Eastern Bell III.

Shanghai Dingmin Investment Management Center (Limited Partnership) (上海鼎民投資管理中心(有限合夥)) ("Shanghai Dingmin") is a limited partnership established in the PRC. As of December 31, 2025, Ningbo Zhongding Lilong Venture Investment Partnership (Limited Partnership) (寧波鐘鼎力龍創業投資合夥企業(有限合夥)) ("Zhongding Lilong") was a limited partner of Shanghai Dingmin and held 99% partnership interest of Shanghai Dingmin. The general partner of Zhongding Lilong was Ningbo Dingpu Venture Capital Partnership (Limited Partnership) (寧波鼎浦創業投資合夥企業(有限合夥)), whose general partner was Shanghai Dingman.

As such, each of Mr. Yan Li and Shanghai Dingman is deemed to be interested in (i) 50,021,052 H Shares held by Eastern Bell II, (ii) 8,000,000 H Shares held by Eastern Bell III and (iii) 923,100 H Shares held by Shanghai Dingmin.

(4) Shenzhen Xinyu is a limited partnership established in the PRC. As of December 31, 2025, the general partner of Shenzhen Xinyu was Mr. Zhang Gaozhao (張高照). As such, Mr. Zhang Gaozhao is deemed to be interested in 18,523,976 Shares held by Shenzhen Xinyu.

(5) Each of Dachen Chuanglian and Dachen Chuangtong is a limited partnership established in the PRC. As of December 31, 2025, Dachen Caizhi was the general partner of each of Dachen Chuanglian and Dachen Chuangtong. Dachen Caizhi was owned as to 55% equity interest by TVBI, a company listed on the Shenzhen Stock Exchange (stock code: 000917.SZ). As such, each of Dachen Caizhi and TVBI is deemed to be interested in (i) 21,440,924 H Shares held by Dachen Chuanglian and (ii) 19,471,952 H Shares held by Dachen Chuangtong.

As shown above, on the basis that no Shares will be issued or repurchased by the Company on or prior to the date of the Annual General Meeting and in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase General Mandate, if so approved, in accordance with the terms of resolution no. 12 as set out in the notice of the Annual General Meeting, the shareholding of each of Mr. Hou Zekuan and Mr. Hou Zebing would increase from approximately 38.74% to approximately 43.05%. The Directors consider that such increase may give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

30 -

APPENDIX I

EXPLANATORY STATEMENT

However, the Directors have no present intention to make any repurchases to such an extent as would, in the circumstances, trigger the obligations under the Takeovers Code to make mandatory offers. Save as aforesaid, the Directors are not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law as a result of any repurchases to be made under the Repurchase General Mandate.

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

SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six-month period prior to the Latest Practicable Date.

31 -

NOTICE OF ANNUAL GENERAL MEETING

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

FOLANGSI CO., LTD 廣州佛朗斯股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2499)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Annual General Meeting") of FOLANGSI CO., LTD (the "Company") will be held at No. 999, Yayun Avenue, Shiqi Town, Panyu District, Guangzhou City, Guangdong Province, PRC on Thursday, June 25, 2026 at 10:00 a.m., for the purposes of considering and, if thought fit, passing the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular dated April 22, 2026 issued by the Company (the "Circular"):

ORDINARY RESOLUTIONS

To receive, consider and approve the audited consolidated financial statements of the Company and its subsidiaries, and the report of the auditor of the Company, for the year ended December 31, 2025.
To receive, consider and approve the report of the Board of Directors of the Company for 2025.
To receive, consider and approve the report of the Supervisory Committee of the Company for 2025.
To receive, consider and approve the annual report of the Company for 2025.
To consider and approve the profit distribution plan for 2025.
32 -

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS (CUMULATIVE VOTING)

6(a). To consider and approve the appointment of Mr. Hou Zekuan as an executive Director of the Company.

6(b). To consider and approve the appointment of Mr. Hou Zebing as an executive Director of the Company.

6(c). To consider and approve the appointment of Mr. Qian Xiaoxuan as an executive Director of the Company.

6(d). To consider and approve the appointment of Ms. Ma Li as an executive Director of the Company.

6(e). To consider and approve the appointment of Mr. Zhou Limin as an executive Director of the Company.

6(f). To consider and approve the appointment of Mr. Li Hanchi as a non-executive Director of the Company.

6(g). To consider and approve the appointment of Mr. Chiang Edward as an independent non-executive Director of the Company.

6(h). To consider and approve the appointment of Ms. Hou Yu as an independent non-executive Director of the Company.

6(i). To consider and approve the appointment of Mr. Du Lizhu as an independent non-executive Director of the Company.

7(a). To consider and approve the appointment of Mr. He Xiaocheng as a Supervisor of the Company.

7(b). To consider and approve the appointment of Ms. Liu Xiaoli as a Supervisor of the Company.

ORDINARY RESOLUTIONS

To consider and approve the remuneration plan for the Directors and the Supervisors.

NOTICE OF ANNUAL GENERAL MEETING

To consider and approve the proposed re-appointment of Ernst & Young as the auditors of the Company for 2026, and to authorize the Board of Directors to fix the remuneration of Ernst & Young for 2026.
To consider and approve the authorization to the Board of Directors (and any management as designated by the Board of Directors) to enter into composite credit facilities, loans and finance leasing arrangements in 2026 subject to conditions.

SPECIAL RESOLUTIONS

To consider and approve the granting of a general mandate to the Board of Directors to, during the Relevant Period, allot, issue and deal with additional Shares and/or sell treasury shares of the Company not exceeding 20% of the total issued Shares (excluding treasury shares) of the Company as at the date of passing this resolution, and to authorize the Board of Directors to (1) make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the allotment or issuance of Shares; and (2) formulate and implement any detailed Share issuance proposal pursuant to any exercise of the general mandate:

"THAT:

(A) (a) subject to paragraph (c) below and in accordance with the relevant requirements of the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC, the exercise by the Board of Directors during the Relevant Period of all the powers of the Company, either separately or concurrently, to allot, issue and deal with additional Shares and/or sell treasury shares, and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorize the Board of Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

34 -

NOTICE OF ANNUAL GENERAL MEETING

(c) the aggregate number of Shares allotted, issued and dealt with, or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) and the number of treasury shares to be sold by the Board of Directors pursuant to the approval granted in paragraph (a) shall not exceed 20% of the aggregate number of the issued Shares (excluding treasury shares) as at the date of passing this resolution, other than pursuant to (i) a Rights Issue or (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association; and

(d) for the purposes of this resolution:

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

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

(ii) the expiration of a period of 12 months from the date of passing the relevant resolution at the Annual General Meeting; or

(iii) the revocation or variation of the authority given under this resolution by a special resolution of the Shareholders of the Company at a general meeting,

unless the Board of Directors decides to issue Shares during the Relevant Period, such share issue may be proceeded or conducted after the end of the Relevant Period.

“Rights Issue” means an offer of Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of such Shares (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, or the requirements, of any recognized regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of Shares by way of rights shall be construed accordingly.

35 -

NOTICE OF ANNUAL GENERAL MEETING

(B) the Board of Directors is authorized to (1) make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon; and (2) formulate and implement any detailed Share issuance proposal pursuant to, the allotment or issuance of Shares as provided in sub-paragraph (a) of paragraph (A) of this resolution."

To consider and approve the granting of a general mandate to the Board of Directors to repurchase issued Shares not exceeding 10% of the total issued Shares (excluding treasury shares) of the Company as at the date of passing this resolution, during the Relevant Period.

"THAT:

(a) By reference to market conditions and in accordance with needs of the Company, repurchase issued Shares not exceeding 10% of the total number of Shares (excluding treasury shares) in issue as at the date when this resolution is passed;

(b) the Board of Directors be authorized to (including but not limited to the following):

(i) determine detailed repurchase plan(s), including but not limited to repurchase price, number of Shares to repurchase, timing of repurchase and period of repurchase, etc.;

(ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas; and

(iii) carry out cancellation procedures for repurchased Shares not held by the Company as treasury shares, reduce registered capital of the Company in order to reflect the amount of Shares repurchased in accordance with the authorization received by the Board of Directors under paragraph (a) of this special resolution and make corresponding amendments to the Articles of Association as it thought fit and necessary in order to reflect the reduction of the registered capital of the Company and carry out any other necessary actions and deal with any necessary matters in order to repurchase such Shares in accordance with paragraph (a) of this special resolution.

36 -

NOTICE OF ANNUAL GENERAL MEETING

(c) For the purposes of this special resolution, “Relevant Period” means the period from the passing of this special resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

(ii) the expiration of a period of 12 months from the date of passing the relevant resolution at the Annual General Meeting; or

(iii) the date on which the authority conferred to the Board of Directors set out in this resolution is revoked or varied by a special resolution of the Shareholders of the Company at a general meeting.”

To extend the general mandate granted to the Board of Directors under resolution no. 11 by the number of Shares repurchased under resolution no. 12.

By order of the Board

FOLANGSI CO., LTD

Hou Zekuan

Chairman of the Board and Executive Director

Guangzhou City, the People’s Republic of China

April 22, 2026

Notes:

CLOSURES OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Monday, June 22, 2026, to Thursday, June 25, 2026, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s headquarters and principal place of business in China at No. 999, Yayun Avenue, Shiqi Town, Panyu District, Guangzhou City, Guangdong Province, PRC (for holders of Unlisted Shares) or the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares) not later than 4:30 p.m. on Thursday, June 18, 2026, for registration. Shareholders whose names appear on the register of members of the Company on Thursday, June 25, 2026 (being the record date) will be entitled to attend and vote at the Annual General Meeting.

NOTICE OF ANNUAL GENERAL MEETING

2. PROXY

Shareholders entitled to attend and vote at the Annual General Meeting may appoint one or more proxies to attend and vote in their stand. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorized in writing. If the shareholder is a corporate body, the form of proxy must be either executed under its common seal or under the hand of its legal representative(s) or director(s) or duly authorized attorney(s).

The form or proxy together with the power of attorney or other authorization documents (if any), under which it is signed or a certified copy of that power or authorization document, must be lodged at the Company's headquarters and principal place of business in China at No. 999, Yayun Avenue, Shiqi Town, Panyu District, Guangzhou City, Guangdong Province, PRC (for holders of Unlisted Shares) or the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares) not less than 24 hours before the time fixed for holding the Annual General Meeting (i.e. before 10:00 a.m. on Wednesday, June 24, 2026) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude a shareholder of the Company from attending the meeting and voting in person if he/she/it so wishes.

3. CONTACT DETAILS OF THE COMPANY

Contact Address: No. 999, Yayun Avenue, Shiqi Town, Panyu District, Guangzhou City, Guangdong Province, PRC
Contact Person: Ms. Ma Li, Secretary of the Board
Contact Telephone: (86) 020 66855746
Contact Fax: (86) 020 66855740

4. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, at any general meeting, a resolution put to the vote of Shareholders shall be taken by poll except where the chairman of the AGM, 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 results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

5. OTHER BUSINESS

Holders of Shares shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the Annual General Meeting. If corporate Shareholders appoint authorized representatives to attend the Annual General Meeting, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorneys when attending the Annual General Meeting.

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

For details of the resolutions proposed at the Annual General Meeting, please refer to the Circular.

As at the date of this notice, the Board comprises Mr. Hou Zekuan as the chairman of the Board and executive Director, Mr. Hou Zebing, Mr. Qian Xiaoxuan, Ms. Ma Li and Mr. Zhou Limin as executive Directors, Mr. Yu Chuanfen as non-executive Director, and Mr. Chiang Edward, Dr. Fan Xia and Mr. Du Lizhu as independent non-executive Directors.

38 -

AI assistant

Folangsi Co., Ltd — Proxy Solicitation & Information Statement 2026

50629_rns_2026-04-22_91aef7b3-116d-45ed-a445-53582c9e4e32.pdf

FOLANGSI CO., LTD

DEFINITIONS

DEFINITIONS

FOLANGSI CO., LTD

I. INTRODUCTION

II. ANNUAL FINANCIAL REPORT FOR 2025

III. REPORT OF THE BOARD OF DIRECTORS FOR 2025

IV. REPORT OF THE SUPERVISORY COMMITTEE FOR 2025

V. ANNUAL REPORT FOR 2025

VI. PROFIT DISTRIBUTION PLAN FOR 2025

VII. PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS

Particulars of the Directors candidates proposed to be re-elected or newly appointed

Executive Directors

Non-executive Director

Independent non-executive Directors

VIII. PROPOSED RE-ELECTION OF MEMBERS OF THE SUPERVISORY COMMITTEE

Particulars of the candidates proposed to be re-elected as Supervisors

IX. REMUNERATION PLAN FOR DIRECTORS AND SUPERVISORS

X. PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2026

XII. PROPOSED GRANT OF ISSUE GENERAL MANDATE

XIII. PROPOSED GRANT OF REPURCHASE GENERAL MANDATE

Conditions to Repurchase of Shares

XIV. ANNUAL GENERAL MEETING

XV. CLOSURES OF REGISTER OF MEMBERS

XVI. VOTING BY POLL

XVII. RECOMMENDATION

LISTING RULES RELATING TO SHARE REPURCHASE

REGISTERED CAPITAL

REASONS FOR SHARE REPURCHASE

FUNDING OF SHARE REPURCHASE

IMPACT OF SHARE REPURCHASE

STATUS OF REPURCHASED SHARES

H SHARE PRICES

DIRECTORS' UNDERTAKING

DISCLOSURE OF INTERESTS

IMPLICATION UNDER THE TAKEOVERS CODE

SHARE REPURCHASE MADE BY THE COMPANY

FOLANGSI CO., LTD 廣州佛朗斯股份有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

ORDINARY RESOLUTIONS (CUMULATIVE VOTING)

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

"THAT:

2. PROXY

3. CONTACT DETAILS OF THE COMPANY

4. VOTING BY POLL

5. OTHER BUSINESS

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Folangsi Co., Ltd Proxy Solicitation & Information Statement 2026