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

Apr 22, 2026

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

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

1. 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.
2. To receive, consider and approve the report of the Board of Directors of the Company for 2025.
3. To receive, consider and approve the report of the Supervisory Committee of the Company for 2025.
4. To receive, consider and approve the annual report of the Company for 2025.
5. To consider and approve the profit distribution plan for 2025.

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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

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

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1. 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.

2. 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

1. 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;

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(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.

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(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."

1. 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.

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(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.”

1. 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:

1. 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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• 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.

1. 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

1. 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.

1. 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.