THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in Global Uin Intelligence Holdings Limited (the "Company"), you should at once hand this circular to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Global Uin Intelligence Holdings Limited

環球友飲智能控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8496)

(1) GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES;
(2) RE-ELECTION OF DIRECTORS;
AND
(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "AGM") to be held at Unit 802, 8/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Friday, 13 February 2026 at 11:00 a.m. is set out in this circular. A form of proxy for use at the AGM is also enclosed with this circular.

Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy and return it in accordance with the instructions printed thereon as soon as possible to the Company's Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong and in any event no less than 48 hours before the time appointed for holding the AGM excluding any part of a day that is a public holiday or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment if you so wish.

This circular will remain on the "Latest Company Announcements" page of the Stock Exchange website at www.hkexnews.hk for seven days from the date of its posting and on the Company's website at https://youyinzhinengkeji.com/tzzgx.

16 January 2026

CHARACTERISTICS OF GEM

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

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

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD 3

INTRODUCTION. 3

GENERAL MANDATES 4

RE-ELECTION OF DIRECTORS. 5

PROCESS FOR NOMINATION OF DIRECTORS 6

RECOMMENDATION OF THE NOMINATION COMMITTEE. 6

AGM 7

CLOSURE OF REGISTER OF MEMBERS 7

VOTING BY POLL 7

RESPONSIBILITY STATEMENT 7

RECOMMENDATION 8

APPENDIX I — EXPLANATORY STATEMENT ON PROPOSED BUY-BACK MANDATE 9

APPENDIX II — BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION 13

NOTICE OF AGM 17

DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be held at Unit 802, 8/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Friday, 13 February 2026 at 11:00 a.m.

"AGM Notice"
the notice convening the AGM as set out on pages 17 to 21 of this circular

"Articles of Association"
the amended and restated articles of association of the Company adopted on 11 November 2022, as amended, supplemented or otherwise modified from time to time

"Board"
the board of Directors

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

"Company"
Global Uin Intelligence Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM (stock code: 8496)

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

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

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

"GEM"
GEM of the Stock Exchange

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM (as amended from time to time)

"Group"
the Company and its subsidiaries

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

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

DEFINITIONS

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

"Nomination Committee"
the nomination committee of the Company

"PRC"
the People's Republic of China

"Proposed Buy-Back Mandate"
a general mandate to be granted to the Directors to buy-back Shares not exceeding 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the proposed ordinary resolution at the AGM

"Proposed Extension Mandate"
to extend the Proposed Issue Mandate to the Directors to issue and allot additional Shares by adding the number of Shares bought back by the Company under the Proposed Buy-Back Mandate

"Proposed Issue Mandate"
a general mandate to be granted to the Directors to allot, issue and deal with Shares (including sale and transfer of treasury shares) not exceeding 20% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the proposed ordinary resolution at the AGM

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

"Share(s)"
ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company

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

"Singapore"
the Republic of Singapore

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"substantial shareholder"
has the meaning ascribed to it under the GEM Listing Rules

"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers (as amended from time to time)

"treasury shares"
has the meaning ascribed to it under the GEM Listing Rules

LETTER FROM THE BOARD

Global Uin Intelligence Holdings Limited

環球友飲智能控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8496)

Executive Directors

Mr. Zhang Yang (Chairman)
Mr. Li Yuanbing
Mr. Sing Hob Ming
Ms. Zhang Lu

Independent non-executive Directors

Mr. Zhao Shiwei
Mr. Wong Wah
Mr. Kuan Hong Kin Daniel
Mr. Wang Zhisheng

Registered Office

Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands

Principal place of business in Hong Kong registered under Part 16 of the Companies Ordinance

Unit A, 12/F
China Overseas Building
139 Hennessy Road
Wanchai, Hong Kong

Headquarters and principal place of business in Singapore

120 Lower Delta Road

12-06 Cendex Centre

Singapore 169208

16 January 2026

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES, RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the following matters to be put forward at the AGM for Shareholders' consideration and, if thought fit, approval of, among other things:

(i) the grant of the Proposed Issue Mandate to the Directors;

LETTER FROM THE BOARD

(ii) the grant of the Proposed Buy-Back Mandate to the Directors;
(iii) the grant of the Proposed Extension Mandate to the Directors; and
(iv) the re-election of Directors.

GENERAL MANDATES

(a) Proposed Issue Mandate

The Shareholders on 22 November 2024 granted a general mandate for the Directors to allot and issue Shares, and such mandate expired on 31 December 2025.

An ordinary resolution will be proposed at the AGM to approve the grant of the Proposed Issue Mandate, which if granted, will allow the Directors to allot, issue and deal with the Shares (including sale and transfer of treasury shares) of an aggregate amount of up to 20% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the relevant resolution.

As at the Latest Practicable Date, a total of 266,175,000 Shares were in issue. Subject to the passing of the ordinary resolution approving the Proposed Issue Mandate and on the basis that no Shares are issued or bought back prior to the AGM, the exercise of the Proposed Issue Mandate in full would enable the Company to issue a maximum of 53,235,000 Shares. The grant of the Proposed Issue Mandate will provide the Directors with flexibility to issue Shares when it is in the interest of the Company to do so. As at the Latest Practicable Date, there was no intention to issue any Shares pursuant to the Proposed Issue Mandate if it is granted by the Shareholders at the AGM.

(b) Proposed Buy-Back Mandate

An ordinary resolution will be proposed at the AGM to approve the grant of the Proposed Buy-Back Mandate, which if granted, will allow the Directors to exercise all the powers of the Company to buy-back its own Shares on the Stock Exchange of an aggregate amount of not exceeding 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the relevant resolution.

Subject to the passing of the ordinary resolution approving the Proposed Buy-Back Mandate and on the basis that no Shares are issued or bought back prior to the AGM, the exercise of the Proposed Buy-Back Mandate in full would enable the Company to buy back a maximum of 26,617,500 Shares. As at the Latest Practicable Date, there was no present intention for any buy back of Shares pursuant to the Proposed Buy-Back Mandate if it is granted by the Shareholders at the AGM.

LETTER FROM THE BOARD

An explanatory statement in connection with the Proposed Buy-Back Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Proposed Buy-Back Mandate.

An ordinary resolution will be proposed at the AGM to approve the extension of the Proposed Issue Mandate to include the total number of such Shares (if any) bought back under the Proposed Buy-Back Mandate provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing the resolution.

Subject to the passing of the relevant ordinary resolutions at the AGM, the Proposed Issue Mandate, the Proposed Buy-Back Mandate and the Proposed Extension Mandate will continue to be in force until the earliest of:

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

(ii) the expiration of the period within which the next annual general meeting of the Company immediately after the AGM is required by the Articles of Association or any applicable laws to be held; and

(iii) the date upon which the authority given under the corresponding resolution as set out in the AGM Notice is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprises eight Directors, namely Mr. Zhang Yang, Mr. Li Yuanbing, Mr. Sing Hob Ming, Ms. Zhang Lu, Mr. Zhao Shiwei, Mr. Wong Wah, Mr. Kuan Hong Kin Daniel and Mr. Wang Zhisheng.

Article 84(1) of the Articles of Association provides that at each annual general meeting one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment, and so that as between persons who became or were last re-elected Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. The retiring Directors shall be eligible for re-election. Accordingly, each of Mr. Zhang Yang, Mr. Sing Hob Ming and Mr. Zhao Shiwei shall retire as executive Director

LETTER FROM THE BOARD

or independent non-executive Director (as the case may be) at the AGM and being eligible, would offer himself/herself for re-election.

Article 83(3) of the Articles of Association provides that all Directors appointed either to fill a casual vacancy or as an addition to the Board shall be subject to re-election by the Shareholders at the first general meeting after their appointment.

Mr. Li Yuanbing and Mr. Wang Zhisheng, who were appointed as executive Director and independent non-executive Director respectively with effect from 13 March 2025, shall hold office only until the AGM in accordance with article 83(3) of the Articles of Association. Being eligible, each of Mr. Li Yuanbing and Mr. Wang Zhisheng will offer himself for re-election as executive Director and independent non-executive Director respectively.

At the AGM, ordinary resolutions will be proposed to re-elect Mr. Zhang Yang, Mr. Sing Hob Ming and Mr. Li Yuanbing as executive Directors and Mr. Zhao Shiwei and Mr. Wang Zhisheng as independent non-executive Directors.

The biographical details of each of the above Directors to be re-elected at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements under the GEM Listing Rules.

PROCESS FOR NOMINATION OF DIRECTORS

The process for the nomination of Directors, including independent non-executive Directors, are to invite nominations from Board members or Nomination Committee members. In the context of re-appointment of any existing member(s) of the Board, the Nomination Committee makes recommendations to the Board for its consideration and recommendation, for the proposed candidates to stand for re-election at a general meeting.

RECOMMENDATION OF THE NOMINATION COMMITTEE

Each of the above retiring executive Directors and independent non-executive Directors standing for re-election brings to the Board a diversity of perspectives, including but not be limited to age, cultural and educational background, experience (professional or otherwise), skills and knowledge.

The Board has assessed and reviewed the written confirmation of independence from each of the independent non-executive Directors who have offered themselves for re-election at the AGM based on the independence criteria as set out in the GEM Listing Rules. The Board is of the view that there is nothing that would affect the exercise of independent judgement by any such retiring independent non-executive Director standing for re-election.

Accordingly, with the recommendation of the Nomination Committee, the Board believes the re-election of Mr. Zhang Yang, Mr. Sing Hob Ming and Mr. Li Yuanbing as executive Directors and Mr. Zhao Shiwei and Mr. Wang Zhisheng as independent non-executive Directors

LETTER FROM THE BOARD

would be in the best interests of the Company and Shareholders as a whole and has proposed that all the above retiring Directors stand for re-election as executive Directors or independent non-executive Directors at the AGM.

AGM

The AGM will be held at Unit 802, 8/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on 13, February 2026 at 11:00 a.m.. The AGM Notice is set out on pages 17 to 21 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited, 2103B, 21/F, 148 Electric Road, North Point, Hong Kong and in any event no less than 48 hours before the time appointed for holding the AGM excluding any part of a day that is a public holiday or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting thereof should you so wish.

CLOSURE OF REGISTER OF MEMBERS

The record date for determining the entitlement of the Shareholders to attend and vote at the AGM will be on 13 February 2026. 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 Tuesday, 10 February 2026 to Friday, 13 February 2026 (both days inclusive), during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited, 2103B, 21/F, 148 Electric Road, North Point, Hong Kong no later than 4:30 p.m. on Monday, 9 February 2026. Shareholders whose names appear on the Company's register of members on Friday, 13 February 2026 will be eligible to attend and vote at the AGM.

VOTING BY POLL

Pursuant to rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at the AGM must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter (as defined in the Note to rule 17.47(4) of the GEM Listing Rules) to be voted on by a show of hands.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all

LETTER FROM THE BOARD

reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors believe that the resolutions proposed at the AGM are in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favor of these resolutions to be proposed at the AGM.

On behalf of the Board of
Global Uin Intelligence Holdings Limited
Zhang Yang
Chairman and executive Director

APPENDIX I EXPLANATORY STATEMENT ON PROPOSED BUY-BACK MANDATE

This appendix contains information required under rule 13.08 of the GEM Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in connection with the Proposed Buy-Back Mandate.

1. SHAREHOLDERS' APPROVAL

All proposed buy-back of shares by the Company with its primary listing on GEM must be approved in advance by way of an ordinary resolution, either of a specific approval of a particular transaction or of a general mandate to the Directors to make such buy-back.

2. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 266,175,000 Shares. Subject to the passing of the ordinary resolution approving the Proposed Buy-Back Mandate and on the basis that no Shares are issued or bought back after the Latest Practicable Date and up to the date of passing of such resolution, the exercise of the Proposed Buy-Back Mandate in full would enable the Company to buy-back a maximum of 26,617,500 Shares, representing 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the resolution, during the period from the date of the passing of the resolution to the earliest of the conclusion of the next annual general meeting of the Company, the date by which the next annual general meeting of the Company immediately after the AGM is required to be held by the Articles of Association or any applicable laws or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting ("Proposed Buy-Back Period").

3. REASONS FOR THE BUY-BACK

The Directors believe that the Proposed Buy-back Mandate is in the best interests of the Company and its Shareholders as a whole. When exercising the Proposed Buy-back Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the buy-back, resolve to cancel the Shares repurchased following settlement of any such buy-back or hold them as treasury shares. Shares bought-back for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share. On the other hand, Shares bought-back and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the GEM Listing Rules, the Articles of Association, and the laws of the Cayman Islands. Share bought-back will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.

APPENDIX I EXPLANATORY STATEMENT ON PROPOSED BUY-BACK MANDATE

4. SOURCE OF FUNDS

Buy-back of Shares made pursuant to the Proposed Buy-Back Mandate must be made out of funds legally available for such purpose in accordance with the Articles of Association, the applicable laws of the Cayman Islands and the GEM Listing Rules, including profits of the Company or out of the proceeds of a fresh issue of the Shares made for the purpose of the buy-back.

5. MATERIAL ADVERSE IMPACT

There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements for the year ended 30 June 2024) in the event that the Proposed Buy-Back Mandate was to be exercised in full at any time during the Proposed Buy-Back Period. However, the Directors do not propose to exercise the Proposed Buy-Back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position of the Company. The Directors would only exercise the power to buy-back in circumstances where they consider that the buy-back would be in the best interests of the Company and the Shareholders as a whole.

6. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during each the twelve month preceding the Latest Practicable Date:

	Price per Share
	Highest (HK$)	Lowest (HK$)
2025
February	0.209	0.160
March	0.186	0.160
April	0.172	0.148
May	0.165	0.160
June	0.159	0.140
July	0.168	0.112
August	0.127	0.098
September	0.105	0.040
October (Note)	-	-
November (Note)	-	-
December	0.075	0.038
2026
January (up to the Latest Practicable Date)	0.055	0.038

Note: Trading in the Shares on the Stock Exchange were suspended during the period commencing from 2 October 2025 to 7 December 2025.

APPENDIX I EXPLANATORY STATEMENT ON PROPOSED BUY-BACK MANDATE

7. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that they will only exercise the powers of the Company to make buy-back pursuant to the Proposed Buy-Back Mandate in the proposed resolution in accordance with the GEM Listing Rules and all applicable laws, rules and regulations of the Cayman Islands from time to time in force, and the Articles of Association.

8. DIRECTORS AND THEIR CLOSE ASSOCIATES

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company in the event that the Proposed Buy-Back Mandate is approved by the Shareholders.

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 Buy-back Mandate in accordance with the GEM Listing Rules and applicable laws of the Cayman Islands.

The Company may cancel such bought-back Shares or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the buy-back.

9. BUY-BACK OF SECURITIES FROM CORE CONNECTED PERSONS

No core connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company or has undertaken not to do so in the event that the Proposed Buy-Back Mandate is approved by the Shareholders.

10. TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If as a result of a buy-back of Shares pursuant to the Proposed Buy-Back Mandate a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Uin Holdings Limited were interested in 131,850,000 Shares, representing approximately 49.54% of all issued Shares. In the event that the Proposed Buy-Back Mandate is exercised in full, assuming that the present shareholdings and capital structure of the Company remains the same, the interest in the Company held by Uin Holdings Limited would be increased to approximately 55.04% of the issued share capital of the Company and such increase would give rise to an obligation to make a mandatory offer under rule 26 of the Takeovers Code.

11 -

APPENDIX I EXPLANATORY STATEMENT ON PROPOSED BUY-BACK MANDATE

Currently, the Directors have no intention to exercise the powers of the Company to make buy-back of Shares. In any event, the Directors do not intend to exercise the Proposed Buy-Back Mandate to an extent which will trigger the mandatory offer requirement pursuant to the rules of the Takeovers Code or which will reduce the aggregate amount of the share capital of the Company in public hands to below 25%.

11. SHARE BOUGHT BACK MADE BY THE COMPANY

The Company did not buy-back any Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

The Company confirms that the explanatory statement set out in this Appendix contains the information required under Rule 13.08 of the GEM Listing Rules and that neither the explanatory statement nor the Repurchase Mandate has any unusual features.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION

The brief biographical details of the Directors proposed to be re-elected at the AGM are set out below.

Mr. Zhang Yang (張陽) ("Mr. Zhang"), aged 43, joined our Group and appointed as an executive Director on 16 December 2022. He is a chairman of Nomination committee and a member of Remuneration committee.

Mr. Zhang holds a master's degree in management science and engineering and a bachelor's degree in computer science and technology from Beijing University of Posts and Telecommunications. Mr. Zhang has more than 15 years of experience in managerial roles in new consumption (an integrated retail section with blending of online and offline commerce through digitization of the entire retail value chain), smart retail and communication technology in the PRC. Since 2015, Mr. Zhang has been engaged in smart beverage vending machine retail business. Mr. Zhang is the founder, chairman and general manager of Beijing Shuoyibuer Technology Company Limited, which is a smart retail beverage machines operator in the PRC. From 2007 to 2014, he worked as the head of terminal sales in China Mobile Communication Group Company Limited, and managed with more than 10,000 terminal stores and more than 30 million users. Since November 2021, Mr. Zhang has been serving as an executive Director of Kirin Group Holdings Limited, a company listed on GEM (stock code: 8109) and subsequently delisted in April 2023.

Mr. Zhang indirectly holds China Uwin, the controlling shareholders of the Company, as to 100.0%.

Pursuant to the terms of the appointment letter entered into between the Company and Mr. Zhang, Mr. Zhang's term of appointment as an executive Director is three years commencing from 16 December 2025, subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles of Association. Mr. Zhang is entitled to a basic annual salary of HK$180,000 per annum, which has been determined by the Board with reference to his duties, responsibilities, performance and results of the Group. Either the Company or Mr. Zhang may terminate said appointment letter by giving no less than three months' notice in writing to the other.

Save as disclosed above, Mr. Zhang did not (i) hold any other positions in the Group, (ii) have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, (iii) have any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date, or (iv) hold any directorship in any other listed company (whether in Hong Kong or overseas) in the last three years.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. Zhang as an executive Director nor is there any other information required to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION

Mr. Li Yuanbing (李源冰) (“Mr. Li”), aged 39, joined our Group and appointed as an executive Director on 13 March 2025. He is a member of Remuneration committee.

Mr. Li has over 15 years of experience in the precision grinding tool manufacturing and management. Mr. Li graduated from Henan Polytechnic University in July 2010 with a bachelor’s degree in materials science and technology. From July 2010 to February 2025, Mr. Li worked at Zhengzhou Chengrui Precision Machinery Co., Ltd. (鄭州騁銳精密機械有限公司) with last position as the deputy general manager.

Pursuant to the terms of the appointment letter entered into between the Company and Mr. LI, Mr. Li’s term of appointment as an executive Director is three years commencing from 13 March 2025, subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles of Association. Mr. Li is entitled to a basic annual salary of HK$180,000 per annum, which has been determined by the Board with reference to his duties, responsibilities, performance and results of the Group. Either the Company or Mr. Li may terminate said appointment letter by giving no less than three months’ notice in writing to the other.

Save as disclosed above, Mr. Li did not (i) hold any other positions in the Group, (ii) have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, (iii) have any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date, or (iv) hold any directorship in any other listed company (whether in Hong Kong or overseas) in the last three years.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. Li as an executive Director nor is there any other information required to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules.

Mr. Sing Hob Ming (成學銘) (“Mr. Sing”), aged 46, is an executive Director. He joined our Group in December 2022.

Mr. Sing holds a master’s degree in economics from the Erasmus University Rotterdam. He is currently admitted to Tsinghua-INSEAD Executive MBA Programme. Mr. Sing has abundant experience in managing and operating a variety of businesses in the PRC, including catering, media, trading, technology, and etc. From April 2003 to July 2006, Mr. Sing was engaged as a sales director of Ritek Corporation (stock code: 2349.TPE), a listed company on the Taiwan Stock Exchange. From August to November 2006, Mr. Sing was engaged as a senior sales manager of Neo-Neon Holdings Limited (stock code: 1868), a listed company on the Stock Exchange. Since 2007, Mr. Sing devoted himself into starting his own businesses in Hong Kong and the PRC. He established Sings Trading And Company Limited in Hong Kong in February 2007, which mainly engaged in cross-border trading business, and expanded his business into the PRC in August 2017 by establishing Sings (Shenzhen) Venture Co., Ltd.* (成氏(深圳)實業有限公司). Since July 2011, Mr. Sing has been serving as the general manager of Stephen Gould Corporation to oversee its business in the PRC and South East Asia.

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APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION

Pursuant to the terms of the appointment letter entered into between the Company and Mr. Sing, Mr. Sing’s term of appointment as an executive Director is three years commencing from 16 December 2025, subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles of Association. Mr. Sing is entitled to a basic annual salary of HK$180,000 per annum, which has been determined by the Board with reference to his duties, responsibilities, performance and results of the Group. Either the Company or Mr. Sing may terminate said appointment letter by giving no less than three months’ notice in writing to the other.

Save as disclosed above, Mr. Sing did not (i) hold any other positions in the Group, (ii) have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, (iii) have any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date, or (iv) hold any directorship in any other listed company (whether in Hong Kong or overseas) in the last three years.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. Sing as an executive Director nor is there any other information required to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules.

Mr. Zhao Shiwei (趙士偉) (“Mr. Zhao”), aged 41, joined our Group and appointed as an independent non-executive Director on 16 December 2022. He is a chairman of Remuneration committee and a member of Nomination committee and Audit committee.

Mr. Zhao holds a bachelor’s degree in business administration from Taiyuan University of Technology (太原理工大學). Mr. Zhao has more than 13 years of experience in sales and marketing and management. From October 2011 to April 2016, Mr. Zhao was engaged as the manager of procurement department in Zhongshan Shenzhong Property Development Co., Ltd. (中山市深中房地產開發有限公司). From February 2017 to October 2020, Mr. Zhao was engaged as the marketing director in Shenzhen Hongji Real Estate Co., Ltd. (深圳鴻基地產有限公司) (formerly known as Shenzhen Dongxu Hongji Real Estate Co., Ltd. (深圳市東旭鴻基地產有限公司)). Since 2020, Mr. Zhao has been serving as a marketing manager of Wukuang Tegang (Dongguan) Co., Ltd. (五礦特鋼(東莞)有限責任公司).

Pursuant to the terms of the appointment letter entered into between the Company and Mr. Zhao, Mr. Zhao’s term of appointment as an independent non-executive Director is three years commencing from 16 December 2025, subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles of Association. Mr. Zhao is entitled to a basic annual salary of HK$180,000 per annum, which has been determined by the Board with reference to his duties, responsibilities, performance and results of the Group. Either the Company or Mr. Zhao may terminate said appointment letter by giving no less than three months’ notice in writing to the other.

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APPENDIX II

BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION

Save as disclosed above, Mr. Zhao did not (i) hold any other positions in the Group, (ii) have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, (iii) have any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date, or (iv) hold any directorship in any other listed company (whether in Hong Kong or overseas) in the last three years.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. Zhao as an independent non-executive Director nor is there any other information required to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules.

Mr. Wang Zhisheng (汪志生) (“Mr. Wang”), aged 59, joined our Group and appointed as an independent non-executive Director on 13 March 2025. He is a member of Audit Committee.

Mr. Wang has over 36 years of experience in managing and operating a variety of businesses in the PRC, including architectural engineering, real estate development agency, health industry, science and technology park, and etc. From November 2001 to October 2010, Mr. Wang was engaged as the general manager of Tianjin Hangling Construction Co., Ltd. (天津航領建築工程有限公司). Since November 2010, Mr. Wang has been engaged as the general manager of Tianjin Yuebao Construction Co., Ltd. (天津躍寶建築工程有限公司).

Pursuant to the terms of the appointment letter entered into between the Company and Mr. Wang, Mr. Wang’s term of appointment as an independent non-executive Director is three years commencing from 13 March 2025 subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles of Association. Mr. Wang is entitled to a basic annual salary of HK$180,000 per annum, which has been determined by the Board with reference to his duties, responsibilities, performance and results of the Group. Either the Company or Mr. Wang may terminate said appointment letter by giving no less than three months’ notice in writing to the other.

Save as disclosed above, Mr. Wang did not (i) hold any other positions in the Group, (ii) have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, (iii) have any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date, or (iv) hold any directorship in any other listed company (whether in Hong Kong or overseas) in the last three years.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. Wang as an independent non-executive Director nor is there any other information required to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules.

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NOTICE OF AGM

Global Uin Intelligence Holdings Limited

環球友飲智能控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8496)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of shareholders of Global Uin Intelligence Holdings Limited (the “Company”) will be held at Unit 802, 8/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Friday, 13 February 2026 at 11:00 a.m., to consider and, if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and the independent auditor of the Company for the year ended 30 June 2025;
To re-appoint HLB Hodgson Impey Cheng Limited as the independent auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the board of Directors (the “Board”) to fix its remuneration;
(a) To re-elect Mr. Zhang Yang as an executive Director;
(b) To re-elect Mr. Li Yuanbing as an executive Director;
(c) To re-elect Mr. Sing Hob Ming as an executive Director;
(d) To re-elect Mr. Zhao Shiwei as an independent non-executive Director;
(e) To re-elect Mr. Wang Zhisheng as an independent non-executive Director; and
(f) To authorise the Board to fix the Directors’ remuneration;
“THAT:
(a) Subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on GEM (the “GEM Listing Rules”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of
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NOTICE OF AGM

the Company to allot, issue and deal with additional shares (the "Shares") in the Company or securities convertible into such Shares or options, warrants, or similar right to subscribe for any Shares or convertible securities of the Company or to resell treasury shares of the Company (if permitted under the GEM Listing Rules) and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional Shares) during or after the end of the Relevant Period;

(c) the total number of Shares to be allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible persons thereunder of shares or rights to subscribe for Shares; (iii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part a dividend pursuant to the amended and restated articles of association of the Company (the "Articles of Association") from time to time; or (iv) an issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed 20% of the total number of the issued Shares (excluding treasury shares) as at the time of passing this resolution, and the said approval shall be limited accordingly, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be issued as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and

(d) 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;

NOTICE OF AGM

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or

(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares open for a period fixed by the Company or the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (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).

5. "THAT:

(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy-back Shares on GEM of the Stock Exchange or on any other stock exchange on which the 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, and that the exercise by the Directors of all powers to buy-back such Shares are subject to and in accordance with all applicable laws and requirements of the GEM Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to buy-back Shares at a price determined by the Directors;

(c) the total number of Shares to be bought back or agreed conditionally or unconditionally to be bought back by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of the issued Shares (excluding treasury shares) as at the time of the passing of this resolution, and the said approval shall be limited accordingly, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be bought back as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and

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NOTICE OF AGM

(d) 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; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or
(iii) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

“THAT conditional upon the passing of resolutions 4 and 5 as set out in the notice convening the Meeting (the “Notice”), the general mandate granted to the Directors pursuant to resolution 4 as set out in the Notice be and is hereby extended by the addition thereto of the total number of Shares which may be bought back by the Company under the authority granted pursuant to resolution 5 as set out in the Notice, provided that such amount shall not exceed 10% of the total number of the issued Shares (excluding treasury shares) as at the date of passing this resolution.”

On behalf of the Board of
Global Uin Intelligence Holdings Limited
Zhang Yang
Chairman and executive Director

Beijing PRC, 16 January 2026

Notes:

Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A shareholder 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 Meeting. A proxy need not be a shareholder of the Company.
The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised on its behalf.
Where there are joint registered holders of any shares, any one of such persons may vote at the Meeting (or any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

NOTICE OF AGM

Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
In relation to resolution No. 3, all applicable Directors will retire from office at the Meeting in accordance with the Articles of Association and, being eligible, will offer themselves for re-election.
The record date for determining the entitlement of the Shareholders to attend and vote at the AGM will be on Friday, 13 February 2026. The transfer books and register of members of the Company will be closed from Tuesday, 10 February 2026 to Friday, 13 February 2026, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited, Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for registration no later than 4:30 p.m. on Monday, 9 February 2026.
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AI assistant

Global Uin Intelligence Holdings Limited — Proxy Solicitation & Information Statement 2026

51474_rns_2026-01-18_ac428a6b-524c-4696-ab8c-05e6520969c0.pdf

Global Uin Intelligence Holdings Limited

環球友飲智能控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8496)

Global Uin Intelligence Holdings Limited

環球友飲智能控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8496)

Executive Directors

Independent non-executive Directors

Registered Office

Principal place of business in Hong Kong registered under Part 16 of the Companies Ordinance

Headquarters and principal place of business in Singapore

12-06 Cendex Centre

GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES, RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

GENERAL MANDATES

(a) Proposed Issue Mandate

(b) Proposed Buy-Back Mandate

PROCESS FOR NOMINATION OF DIRECTORS

RECOMMENDATION OF THE NOMINATION COMMITTEE

AGM

CLOSURE OF REGISTER OF MEMBERS

VOTING BY POLL

RESPONSIBILITY STATEMENT

RECOMMENDATION

1. SHAREHOLDERS' APPROVAL

2. SHARE CAPITAL

3. REASONS FOR THE BUY-BACK

4. SOURCE OF FUNDS

5. MATERIAL ADVERSE IMPACT

6. SHARE PRICES

7. UNDERTAKING OF THE DIRECTORS

8. DIRECTORS AND THEIR CLOSE ASSOCIATES

9. BUY-BACK OF SECURITIES FROM CORE CONNECTED PERSONS

10. TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

11. SHARE BOUGHT BACK MADE BY THE COMPANY

BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION

Global Uin Intelligence Holdings Limited

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

5. "THAT:

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Global Uin Intelligence Holdings Limited Proxy Solicitation & Information Statement 2026