Frontier Services Group Limited — Proxy Solicitation & Information Statement 2026

Apr 29, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your securities in Frontier Services Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

FRONTIER SERVICES GROUP

FRONTIER SERVICES GROUP LIMITED

先豐服務集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 00500)

(1) GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES

AND TO REPURCHASE SHARES

(2) RE-ELECTION OF DIRECTORS

(3) RE-APPOINTMENT OF AUDITOR

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice of the Annual General Meeting to be held at Suite 3902, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Thursday, 11 June 2026 at 10:00 a.m. is set out on pages 12 to 16 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed. If you intend to attend the Annual General Meeting in person, please complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

30 April 2026

• For identification purpose only

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CONTENTS

Page

Definitions ... 1
Letter from the Board ... 3
Appendix I — Explanatory Statement on the Repurchase Mandate ... 9
Notice of Annual General Meeting ... 12

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DEFINITIONS

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

"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at Suite 3902, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Thursday, 11 June 2026 at 10:00 a.m., or any adjournment thereof (or as the case may be)

"associate"
has the meaning ascribed to it under Rule 1.01 of the Listing Rules

"Board"
the board of Directors or, for the purposes of the Share Scheme, a duly authorised committee thereof, for the time being

"Business Day"
a day on which the Stock Exchange is open for dealing in securities

"Bye-Laws"
the bye-laws of the Company

"chief executive"
has the meaning ascribed to it under the Listing Rules

"close associate(s)"
has the meaning ascribed to it under the Listing Rules

"Companies Act"
the Companies Act 1981 of Bermuda

"Company"
Frontier Services Group Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange

"connected person"
has the meaning ascribed to it under the Listing Rules

"controlling shareholder"
has the meaning ascribed to it under the Listing Rules

"core connected person(s)"
has the meaning ascribed to it under the Listing Rules

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

"General Mandate"
a general mandate proposed to be granted to the Directors to allot, issue and deal with new Shares not exceeding 20% of the total number of the issued Shares as at the date of passing of the ordinary resolution in relation thereof

"Group"
the Company and its subsidiaries

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

"holding company"
has the meaning ascribed to it under the Listing Rules

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• 2 -

DEFINITIONS

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

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

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"PRC"
the People's Republic of China (for the purpose of this circular excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)

"Repurchase Mandate"
a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase the Shares

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time

"Share(s)"
the ordinary share(s) of HK$0.10 each in the share capital of the Company

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"subsidiary"
has the meaning ascribed to it under the Listing Rules

"substantial shareholder(s)"
has the meaning ascribed to it under the Listing Rules

"Takeovers Code"
Hong Kong Code on Takeovers and Mergers

"%"
per cent.

In this circular, words importing a gender shall include every other genders and references to persons include bodies corporate or unincorporate.

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LETTER FROM THE BOARD

FRONTIER SERVICES GROUP

FRONTIER SERVICES GROUP LIMITED

先豐服務集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 00500)

Non-executive Directors:
Mr. Chang Zhenming (Chairman)
Mr. Chan Kai Kong
Mr. Yang Feng
Ms. Ye Ying

Registered office:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda

Executive Directors:
Mr. Ko Chun Shun, Johnson (Deputy Chairman)
Mr. Zhang Yi (Chief Executive Officer)

Principal place of business
in Hong Kong:
Suite 3902, 39/F,
Far East Finance Centre
16 Harcourt Road
Admiralty
Hong Kong

Independent Non-executive Directors:
Mr. Yap Fat Suan, Henry
Mr. Hooi Hing Lee
Mr. Cui Liguo

30 April 2026

To the Shareholders

Dear Sir/Madam,

(1) GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES
AND TO REPURCHASE SHARES
(2) RE-ELECTION OF DIRECTORS
(3) RE-APPOINTMENT OF AUDITOR
AND
(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the Annual General Meeting to enable you to make decisions on whether to vote for or against those resolutions.

• For identification purpose only

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LETTER FROM THE BOARD

At the Annual General Meeting, resolutions, amongst others, will be proposed for the Shareholders to approve (1) the grant of the General Mandate; (2) the grant of the Repurchase Mandate; (3) the re-appointment of auditor and (4) the re-election of the Directors.

GENERAL MANDATE TO ISSUE NEW SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to approve the General Mandate for the Directors to allot, issue and otherwise deal with new Shares not exceeding 20% of the total number of the issued Shares as at the date of passing such resolution. As at the Latest Practicable Date, the number of Shares in issue was 2,403,385,881. Assuming no further Shares will be issued or repurchased before the date of the Annual General Meeting, the Directors would be granted a General Mandate to issue up to 480,677,176 Shares.

The General Mandate, if granted, will continue in force until the earlier of (a) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; (b) the expiration of the period within which the next annual general meeting of the Company is required by law or the Bye-Laws to be held; or (c) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

REPURCHASE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to grant to the Directors to exercise all powers of the Company to repurchase Shares up to a maximum of 10% of the issued Shares as at the date of passing such resolution. Assuming no further shares will be issued or repurchased before the date of the Annual General Meeting, the Directors would be granted a Repurchase Mandate to repurchase up to 240,338,588 Shares.

If the resolution for the Repurchase Mandate is passed at the Annual General Meeting, the Repurchase Mandate would continue in force until the earlier of (a) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; (b) the expiration of the period within which the next annual general meeting of the Company is required by law or the Bye-Laws to be held; or (c) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company.

An explanatory statement to provide the Shareholders with all the information reasonably necessary for them to make an informed decision in relation to the proposed resolution as required by the Listing Rules is set out in the Appendix I to this circular.

RE-ELECTION OF DIRECTORS

Pursuant to bye-law 84 of the Bye-laws, Mr. Ko Chun Shun, Johnson ("Mr. Ko"), Mr. Chan Kai Kong ("Mr. Chan") and Mr. Hooi Hing Lee ("Mr. Hooi") shall retire by rotation and, being eligible, offer themselves for re-election at the Annual General Meeting.

In addition, Mr. Zhang Yi ("Mr. Zhang"), who was appointed as an executive Director on 2 October 2025 pursuant to bye-law 83(2) of the Bye-laws, shall hold office until the forthcoming Annual General Meeting and, being eligible, offer himself for election at the Annual General Meeting.

Brief biographical details of the retiring directors who are proposed to be re-elected at the Annual General Meeting are set out below.

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LETTER FROM THE BOARD

Mr. Ko Chun Shun, Johnson, aged 74, has been an executive director of the Company since 1998 and a Deputy Chairman of the Company since January 2014. He is also a director of various subsidiaries of the Company member of the Nomination Committee and the Remuneration Committee of the Company. Mr. Ko is the chairman of Reorient Group, his privately owned investment group of companies. On 30 August 2024, Mr. Ko resigned as an executive director of OSL Group Limited (stock code: 863), the shares of which is listed on the Main Board of the Stock Exchange. Mr. Ko has extensive experience in direct investment, merger and acquisition, TMT (Technology, Media and Telecom) and financial service.

Save as disclosed above, as at the Latest Practicable Date, Mr. Ko did not have any directorship in other listed public companies in the past three years. As at the Latest Practicable Date, Mr. Ko is deemed to be interested in 6,345,000 Shares, 45,000,000 Shares, 48,276,719 Shares and 175,500,000 Shares through his wholly owned companies, Peninsula Resources Limited, Greater Harmony Limited, First Gain International Limited and Rich Hill Capital Limited respectively. Ms. Cheung Yat Kwan, the spouse of Mr. Ko, holds 2,040,816 Shares within the meaning of the Part XV of the SFO.

As at the Latest Practicable Date, save as disclosed herein, Mr. Ko did not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. Mr. Ko has not entered into any service contract with the Company and is not appointed for a specific term but is subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-laws. Mr. Ko's remuneration is determined by reference to his duties and responsibilities with the Company and the prevailing market condition and is subject to review by the remuneration committee of the Company and the Board from time to time. Mr. Ko currently receives a monthly emolument of HK$10,000.

Save as disclosed above, there is no other matter relating to the re-election of Mr. Ko that needs to be brought to the attention of the Shareholders, nor there is any other information that needs to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Zhang Yi, aged 50, was appointed as an executive director and the chief executive officer of the Company on 2 October 2025. Prior to joining the Company, Mr. Zhang was the vice general manager of CITIC Eternity Asset Management Co., Ltd. (中信百年資產管理有限公司), the Vice Chairman of CITIC Qingdao Asset Management Co., Ltd. (中信青島資產管理有限公司) and the Chairman of CITIC HOWAH Asset Management Co., Ltd. (中信浩華資產管理有限公司), CITIC Factoring Corporation Ltd. (中信商業保理有限公司) and Xinyuanfutong Financial Leasing Co., Ltd. (信源富通融資租賃有限公司). Mr. Zhang graduated from Fushun Petroleum College 撫順石油學院 (now renamed to 遼寧石油化工大學 Liaoning Petrochemical University) with a Bachelor Degree in Economics.

Mr. Zhang entered into an employment agreement with the Company. He is subject to retirement by rotation and re-election in accordance with the bye-laws of the Company and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

Mr. Zhang is entitled to a fixed remuneration of RMB108,700 per month and any discretionary bonus to be determined by the Board and the remuneration committee from time to time.

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LETTER FROM THE BOARD

Save as disclosed above, Mr. Zhang has confirmed that he (i) does not have any positions held with the Company and other members of the Group; (ii) does not have other directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas, or other major appointments and professional qualifications; (iii) does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company; (iv) has no interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance; and (v) as at the date of this circular, was not aware of any other matters that need to be brought to the attention of the shareholders of the Company nor was there any information to be disclosed to the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Chan Kai Kong, aged 57, was appointed as a non-executive director of the Company on 28 February 2021. He is the Chief Financial Officer, Chief Investment Officer and a Senior Managing Director of CITIC Capital Holdings Limited, a global alternative investment management and advisory company and heads up various businesses in Principal Investments. Prior to joining the firm, he was an investment professional at the Government of Singapore Investment Corporation and the International Finance Corporation responsible for both direct investments and fund investments in Asia. Mr. Chan previously worked for Deloitte and had corporate finance experience with both listed companies and merchant bank. On 25 July 2025, Mr. Chan resigned as a non-executive director of Genertec Universal Medical Group Company Limited (stock code: 2666), the shares of which are listed on the Main Board of the Stock Exchange. Mr. Chan received a M.Sc. in Finance from the London Business School and a BBA from The Chinese University of Hong Kong.

Mr. Chan entered into a letter of appointment with the Company for a term of three years. He is subject to retirement by rotation and re-election at the next annual general meeting of the Company in accordance with the bye-laws of the Company. Mr. Chan receives no salary for serving as a non-executive Director.

As at the Latest Practicable Date, Mr. Chan does not have, and is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associate corporations (within the meaning of Part XV of the Securities and Futures Ordinance).

Save as disclosed above, Mr. Chan has confirmed that he (i) does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications; (ii) does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and has no interests in the shares of the Company which are required to be disclosed pursuant to Part XV of the Securities and Futures Ordinance; and (iii) as at the latest Practicable Date, was not aware of any other matters that need to be brought to the attention of the shareholders of the Company nor was there any information to be disclosed to the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE BOARD

Mr. Hooi Hing Lee, aged 59, was appointed as an independent non-executive director of the Company on 28 October 2020. Mr. Hooi is also a member of the Audit Committee, Nomination Committee, Remuneration Committee and Risk Committee of the Company.

Mr. Hooi has over 30 years of experience in the finance industry. He was employed by National Australia Bank Limited in a variety of roles in Australia and Hong Kong from January 1988 to June 2006 with his last position as the head of corporate banking, North Asia. He has also served as a Managing Director, Investment Banking, Asia for Cushman & Wakefield Capital Asia (HK) Limited from July 2006 to October 2008. For the period between 5 March 2008 to 6 October 2008, Mr. Hooi was a responsible officer for regulated activities Type 1 (dealing in securities) and Type 6 (advising on corporate finance) of Cushman & Wakefield Capital Asia (HK) Limited.

Subsequently, Mr. Hooi served as a Country Chief Risk Officer of Standard Chartered Bank (Taiwan) Limited from August 2010 to June 2013. In 2013, he founded pH Capital Limited, a private investment company, and currently acts as its director, and a board member of numerous private companies invested by pH Capital.

Mr. Hooi was an independent non-executive director of Miji International Holdings Limited (stock code: 1725, subsequently renamed to Volcano Springs International Holdings Limited) from July 2018 to May 2024, as a Lead Independent Director of Cityneon Holdings Limited (stock code: 5HJ.SI, listed on the Singapore Exchange) from August 2017 to April 2019, and as a non-executive director and acting chairman of Digital Domain Holdings Limited (stock code: 547) from November 2024 to September 2025.

Mr. Hooi entered into a letter of appointment with the Company for a term of three years and will be subject to retirement by rotation and re-election at the next annual general meeting of the Company in accordance with the bye-laws of the Company. His remuneration is US$70,000 per annum which is determined by reference to his experience, duties, responsibilities within the Company and the prevailing market conditions. His remuneration has been approved by the Remuneration Committee of the Company and the Board.

Save as disclosed above, Mr. Hooi has confirmed that he (i) does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications; (ii) does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and has no interests in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO; and (iii) as at the date of the Latest Practicable Date, was not aware of any other matters that need to be brought to the attention of the shareholders of the Company nor was there any information to be disclosed to the Company pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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LETTER FROM THE BOARD

RE-APPOINTMENT OF AUDITOR AND REMUNERATION

The Board, following the recommendation of the Audit Committee, proposes to re-appoint PricewaterhouseCoopers as the auditor of the Company for the financial year ending 31 December 2026.

In assessing the re-appointment, the Audit Committee has considered PricewaterhouseCoopers’s performance, independence and resources. The Audit Committee and the Board have also agreed with PricewaterhouseCoopers that the estimated audit fee for the 2026 audit will be approximately HK$3.8 million to HK$4.2 million.

The estimated audit fee has been determined with reference to the expected audit scope, the complexity of the Group’s business operations, the audit timetable and the resources required. Shareholders will be asked to authorise the Board to fix the final remuneration at the Annual General Meeting.

ANNUAL GENERAL MEETING

At the Annual General Meeting, resolutions, amongst others, will be proposed for the Shareholders to approve (1) the grant of the General Mandate; (2) the grant of the Repurchase Mandate; (3) the re-appointment of auditor and (4) the re-election of the Directors.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

Pursuant to the Listing Rules, the voting on all proposed resolutions at the Annual General Meeting will be taken by way of a poll.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has a material interest in the proposed resolutions and therefore no Shareholder is required to abstain from voting on any resolution to be proposed at the Annual General Meeting.

RECOMMENDATIONS

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

Yours faithfully,

For and on behalf of the Board

Frontier Services Group Limited

Chan Kam Kwan, Jason

Company Secretary

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide information to the Shareholders regarding the Repurchase Mandate as referred to in the paragraph headed “Repurchase Mandate” in the “Letter from the Board” in this circular.

SHARE CAPITAL

The shares proposed to be repurchased by a company must be fully paid-up. A maximum of 10% of the existing issued share capital as at the date of passing the relevant resolution may be repurchased on the Stock Exchange.

It is proposed that up to 10% of the shares of the Company in issue at the date of passing the resolution to approve the Repurchase Mandate may be repurchased. As at the Latest Practicable Date, the number of Shares in issue was 2,403,385,881. On the basis of such figure (assuming no further shares are issued or repurchased after the Latest Practicable Date and up to the date of passing such resolution), the Directors would be authorised to repurchase Shares up to a maximum of 240,338,588 Shares.

REASONS FOR REPURCHASES

The Directors believe that giving the Company the ability to repurchase Shares is in the best interests of the Company and the Shareholders. Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share.

The Directors are seeking the grant of the Repurchase Mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate. The number(s) of Shares to be repurchased, the price and other terms upon which the same are repurchased, and whether Shares are to be repurchased on any occasion will be decided by the Directors at the relevant time having regard to the factors and circumstances then pertaining.

FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws, the Listing Rules and the applicable laws of Bermuda.

The laws of Bermuda provide that such repurchases may only be effected out of the capital paid up on the repurchased shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purposes.

Any premium payable on a repurchase over the par value of the Shares to be repurchased is to be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company’s share premium account before the Shares are repurchased.

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts of the Company for the year ended 31 December 2025 contained in the Company's 2025 annual report) if the Repurchase Mandate were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing positions, which in the opinion of the Directors, are from time to time appropriate for the Company.

PRICES OF THE SHARES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the twelve months preceding the Latest Practicable Date were as follows:

| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 0.158 | 0.105 |
| May | 0.150 | 0.109 |
| June | 0.125 | 0.097 |
| July | 0.121 | 0.085 |
| August | 0.104 | 0.084 |
| September | 0.102 | 0.054 |
| October | 0.103 | 0.081 |
| November | 0.088 | 0.065 |
| December | 0.088 | 0.068 |
| 2026 | | |
| January | 0.084 | 0.065 |
| February | 0.086 | 0.060 |
| March | 0.086 | 0.068 |
| April (up to the Latest Practicable Date) | 0.082 | 0.066 |

UNDERTAKING

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their close associates, presently intend to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders and exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules, the applicable laws of Bermuda and the Bye-laws.

No core connected persons have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders and exercised.

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

TAKEOVERS CODE

If during the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company will increase, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

The Directors are not aware of any consequences which will arise under the Takeovers Code if the Repurchase Mandate is utilized in full. As at the Latest Practicable Date, if the Repurchase Mandate were to be utilized in full and if there is no other change in the issued share capital of the Company, the Shares (with voting rights) held by Easy Flow Investments Limited would increase from approximately 25.28% to approximately 28.09%. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in the number of Shares held by the public falling below 25% of the total number of Shares in issue.

Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate.

REPURCHASE OF SHARES

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

FRONTIER SERVICES GROUP

FRONTIER SERVICES GROUP LIMITED

先豐服務集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 00500)

NOTICE IS HEREBY GIVEN that the annual general meeting of Frontier Services Group Limited (the "Company") will be held at Suite 3902, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Thursday, 11 June 2026 at 10:00 a.m. (the "Annual General Meeting") for the following purposes:

AS ORDINARY BUSINESS

1. To receive and adopt the audited financial statements and the reports of the directors and the independent auditor of the Company for the year ended 31 December 2025.

2. (a) To re-elect Mr. Ko Chun Shun, Johnson as a director of the Company (the "Director");

(b) To elect Mr. Zhang Yi as a Director;

(c) To re-elect Mr. Chan Kai Kong as a Director;

(d) To re-elect Mr. Hooi Hing Lee as a Director; and

(e) To authorise the board of Directors (the "Board") to fix the Directors' remuneration.

1. To re-appoint PricewaterhouseCoopers as independent auditor and to authorise the Board to fix its remuneration.

2. For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

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

1. “THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the 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;

(c) the total nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as defined below), (ii) the exercise of rights of subscription, exchange or conversion under the terms of any warrants or convertible securities issued by the Company or any securities which are exchangeable into shares in the Company; or (iii) the share option scheme of the Company approved by the Stock Exchange, or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company (the “Bye-Laws”), shall not exceed 20 per cent. of the total nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; 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 the period within which the next annual general meeting of the Company is required by law or the Bye-Laws to be held; or

(iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in a general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

"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 of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).

5. "THAT:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, be and the same is hereby generally and unconditionally approved;

(b) the total nominal amount of the share capital to be purchased or agreed conditionally or unconditionally to be purchased by the Directors pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the total nominal amount of the issued share capital of the Company at the date of passing this resolution, and the said approval shall be limited accordingly; and

(c) for the purpose 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 the period within which the next annual general meeting of the Company is required by law or the Bye-Laws to be held; or

(iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

1. "THAT the total nominal amount of shares in the capital of the Company which shall have been repurchased by the Company subsequent and pursuant to the passing of Ordinary Resolution 5 (up to a maximum of 10 per cent. of the total nominal amount of the issued share capital of the Company at the date of passing Ordinary Resolution 5) shall be added to the total nominal amount of shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Company pursuant to Ordinary Resolution 4 above."

By order of the Board

Chan Kam Kwan, Jason

Company Secretary

Hong Kong, 30 April 2026

Notes:

1. All resolutions (except for procedural and administrative matters) at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

2. The register of members of the Company will be closed from Monday, 8 June 2026 to Thursday 11 June 2026, both days inclusive, during which period no transfer of shares will be registered. The record date for determining the eligibility of the Shareholders to attend and vote at the AGM will be Thursday, 11 June 2026. In order to determine the entitlement to attend and vote at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Investor Services Limited at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Friday, 5 June 2026.

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

4. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Accordingly, the form of proxy must be delivered to the Company's branch share registrar in Hong Kong not later than 10:00 a.m. (Hong Kong time) on Tuesday, 9 June 2026. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. The above meeting will be held as scheduled when an amber or red rainstorm warning signal is in force.

6. Shareholders should make their own decision as to whether they would attend the above meeting under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

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NOTICE OF ANNUAL GENERAL MEETING

1. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning or “extreme conditions after super typhoons” announced by the Government of Hong Kong is/are in effect any time after 8:00 a.m. on the date of the Meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at http://www.fsgroup.com/index.aspx and on the website of the Stock Exchange at http://www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the non-executive Directors are Mr. Chang Zhenming (Chairman), Mr. Chan Kai Kong, Mr. Yang Feng and Ms. Ye Ying; the executive Directors are Mr. Ko Chun Shun, Johnson (Deputy Chairman) and Mr. Zhang Yi (Chief Executive Officer); and the independent non-executive Directors are Mr. Yap Fat Suan, Henry, Mr. Hooi Hing Lee and Mr. Cui Liguo.

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