Grace Wine Holdings Limited — Proxy Solicitation & Information Statement 2026

May 18, 2026

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

GRACE
VINEYARD
伦国酒渝获
Grace Wine Holdings Limited
怡圆酒業控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8146)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice of annual general meeting (the "AGM Notice") of Grace Wine Holdings Limited (the "Company") dated 17 April 2026 by which the Company convenes an annual general meeting (the "AGM") to be held at 23/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Friday, 5 June 2026 at 10:00 a.m. and this supplemental notice shall be read together with the AGM Notice.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT:

Due to the matters as set out in the supplemental circular of the Company dated 17 April 2026 (the "Supplemental Circular"), the resolutions under item numbered 2 stated in the AGM Notice shall be deleted in its entirety and replaced by the following new resolutions under item numbered 2:

1. (a) To re-elect the following directors of the Company (the "Directors"):

(i) To re-elect Mr. LIU Yunqiang as an executive Director;
(ii) To re-elect Mr. ZHAO Mingjun as an executive Director;
(iii) To re-elect Ms. XIONG Xia as an executive Director;
(iv) To re-elect Ms. Judy CHAN as an executive Director;
(v) To re-elect Mr. ZHAO Guodong as a non-executive Director;
(vi) To re-elect Mr. LEUNG Ming Shu as an independent non-executive Director;

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(vii) To re-elect Dr. WANG Renrong as an independent non-executive Director; and
(viii) To re-elect Dr. XU Yan as an independent non-executive Director.

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

Apart from the amendments set out above, all the information contained in the AGM Notice shall remain to be valid and effective.

By order of the Board
Grace Wine Holdings Limited
Liu Yunqiang
Chairman, Chief Executive Officer and Executive Director

Hong Kong, 18 May 2026

Notes:

1. Details in respect of the above are set out in the Supplemental Circular.
2. A revised proxy form (the "Revised Proxy Form") in connection with the above resolutions is enclosed with the Supplemental Circular. Whether or not you intend to attend the meeting in person, you are requested to complete, sign and return the Revised Proxy Form in accordance with the instructions printed thereon.
3. Please refer to the AGM Notice for details of other resolutions to be proposed at the AGM and other relevant matters.
4. For determining the entitlements to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfers of shares accompanied by the relevant share certificates and properly completed transfer forms must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Monday, 1 June 2026.
5. To be valid, the Revised Proxy Form must be completed and signed in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding of any adjourned meeting (the "Closing Time"). Completion and return of the Revised Proxy Form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof.

A Shareholder who has not yet lodged the Original Proxy Form with the Company's branch share registrar and transfer office in Hong Kong is requested to lodge the Revised Proxy Form if he/she wishes to appoint proxy(ies) to attend and vote at the Annual General Meeting on his/her behalf. In this case, the Original Proxy Form should not be lodged with the branch share registrar and transfer office of the Company.

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A Shareholder who has already lodged the Original Proxy Form with the Company's branch share registrar and transfer office should take note of the following:

(i) if no Revised Proxy Form is lodged with the Company's branch share registrar, the Original Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by the Shareholder. The proxy so appointed by the Shareholder under the Original Proxy Form will be entitled vote at his/her discretion or abstain on any resolution properly put to the AGM other than those referred to in the AGM Notice, as supplemented by the Supplemental Notice, and the Original Proxy Form, as revised by the Revised Proxy Form;

(ii) if the Revised Proxy Form is lodged with the branch registrar and transfer office of the Company at a time in any event not later than the Closing Time, the Revised Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by the Shareholder and will revoke and supersede the Original Proxy Form previously lodged by the Shareholder; or

(iii) if the Revised Proxy Form is lodged with the Company's branch registrar in Hong Kong after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the Revised Proxy Form will be invalid and in the latter case, the validity of the Revised Proxy Form will be subject to the discretion of the Board. Whether or not the Revised Proxy Form is valid, it will revoke the Original Proxy Form previously lodged by the Shareholder, and any vote that may be cast by the purported proxy appointed under the Original Proxy Form will not be counted in any poll which may be taken on a proposed resolution. Accordingly, Shareholders are advised to complete the Revised Proxy Form carefully and lodge the Revised Proxy Form before the Closing Time. If such Shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.

Shareholders are reminded that completion and delivery of the Original Proxy Form and/or the Revised Proxy Form will not preclude Shareholders from attending and voting at the AGM or any adjourned meeting should they so wish.

As at the date of this notice, the Board comprises Mr. LIU Yunqiang, Ms. Judy CHAN, Ms. XIONG Xia and Mr. ZHAO Mingjun as the executive Directors; Dr. CHEUNG Chai Hong and Mr. ZHAO Guodong as the non-executive Directors; and Mr. LEUNG Ming Shu, Dr. WANG Renrong and Dr. XU Yan as the independent non-executive Directors.

This notice, 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 reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice 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 notice misleading.

This notice will remain on the "Latest Listed Company Information" page of the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk for at least 7 days from the day of publication. This notice will also be published on the Company's website at www.gracewine.com.hk.

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