THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Green Tea Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

Green Tea Group Limited

綠茶集團有限公司

(Incorporated in Cayman Islands with limited liability)
(Stock code: 6831)

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

The notice convening the Annual General Meeting of Green Tea Group Limited to be held at Conference Room 1, 3/F, Building 2, Yunqi Center, No. 369, Qingchuan Street, Xihu District, Hangzhou, Zhejiang, PRC on Thursday, 26 June 2025 at 1:00 p.m. is set out on pages 21 to 26 of this circular.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, 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 later than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. 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 adjournment thereof should you so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.china-greentea.com.cn).

4 June 2025

CONTENTS

Page

Definitions 1

Letter from the Board 4

Appendix I - Details of the Directors Proposed to be Re-elected at the Annual General Meeting 9

Appendix II - Explanatory Statement on the Share Buy-back Mandate 18

Notice of Annual General Meeting 21

DEFINITIONS

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

"Annual General Meeting"
the annual general meeting of the Company to be held at Conference Room 1, 3/F, Building 2, Yunqi Center, No. 369, Qingchuan Street, Xihu District, Hangzhou, Zhejiang, PRC on Thursday, 26 June 2025 at 1:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 21 to 26 of this circular, or any adjournment thereof

"Articles of Association"
the second amended and restated memorandum and articles of association of the Company currently in force

"Board"
the board of Directors

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC

"China" or the "PRC"
the People's Republic of China, except where the context requires otherwise and only for the purposes of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Companies Act"
the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands as amended from time to time

"Company"
Green Tea Group Limited, an exempted company incorporated in Cayman Islands with limited liability on 4 June 2015, the Shares of which are listed on the Main Board of the Stock Exchange

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

"Group"
the Company and all of its subsidiaries

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

"HKSCC"
Hong Kong Securities Clearing Company Limited

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

– 1 –

DEFINITIONS

"Issuance Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares (including any sale or transfer of Treasury Shares) of not exceeding 20% of the total number of issued shares of the Company (excluding Treasury Shares, if any) as at the date the relevant resolution passed by the Shareholders of the Company

"Latest Practicable Date"
2 June 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Date"
16 May 2025, being the date on which the Shares of the Company were listed on the Main Board of the Stock Exchange

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

"Partners Group"
Partners Group Holding AG, a global private markets investment manager listed on the SIX Swiss Exchange (symbol: PGHN)

"RSU Scheme"
the restricted share unit scheme of the Company approved and adopted by the Board on 28 February 2020, which was further amended and approved on 20 May 2022 and 30 April 2025 respectively

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

"Share(s)"
ordinary share(s) of nominal value of US$0.00002 each in the share capital of the Company

"Share Buy-back Mandate"
a general mandate proposed to be granted to the Directors to buy-back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date the relevant resolution passed by the Shareholders of the Company

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

DEFINITIONS
“Takeovers Code”	the Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time
“Treasury Share(s)”	has the meaning ascribed to it under the Listing Rules
“%”	per cent

LETTER FROM THE BOARD

Green Tea Group Limited

綠茶集團有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock code: 6831)

Executive Directors:
Mr. Wang Qinsong (Chairman)
Ms. Yu Liying
Mr. Wang Jiawei

Non-executive Directors:
Ms. Lu Changmei
Mr. Liu Sheng
Ms. Xu Ruijie

Independent Non-executive Directors:
Mr. Shao Xiaodong
Mr. Bruno Robert Mercier
Mr. Fan Yongkui

Registered Office:
71 Fort Street
PO Box 500
George Town
Grand Cayman
KY1-1106
Cayman Islands

Head Office in PRC:
No. 1 Lingyin Road
Xihu District
Hangzhou
Zhejiang Province
PRC

Principal Place of Business in
Hong Kong:
Room 1918, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong

4 June 2025

To the Shareholders

Dear Sir/Madam,

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

1. INTRODUCTION

The purpose of this circular is to give you the notice of the Annual General Meeting and the following proposals to be proposed at the Annual General Meeting, among other matters, (i) the re-election of the Directors, (ii) the re-appointment of the auditor of the Company; and (iii) granting of the general mandates to buy-back Shares and to issue Shares.

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTORS

The Board comprises nine Directors, including Mr. Wang Qinsong, Ms. Yu Liying, Mr. Wang Jiawei, Ms. Lu Changmei, Mr. Liu Sheng, Ms. Xu Ruijie, Mr. Shao Xiaodong, Mr. Bruno Robert Mercier and Mr. Fan Yongkui.

In accordance with Articles 108(a), 108(b) and 112 of the Articles of Association, Mr. Wang Qinsong, Ms. Yu Liying, Mr. Wang Jiawei, Ms. Lu Changmei, Mr. Liu Sheng, Ms. Xu Ruijie, Mr. Shao Xiaodong, Mr. Bruno Robert Mercier and Mr. Fan Yongkui shall retire by rotation at the Annual General Meeting. All the Directors are eligible and will offer themselves for re-election at the Annual General Meeting.

Each of Mr. Shao Xiaodong, Mr. Bruno Robert Mercier and Mr. Fan Yongkui has confirmed that (i) he meets the independence criteria as set out in Rule 3.13 of the Listing Rules; (ii) he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined under the Listing Rules) of the Company; and (iii) there are no other factors that may affect his independence. The nomination committee of the Company (the "Nomination Committee") has also evaluated and reviewed the written independence confirmations of each independent non-executive Director based on the independence criteria set out in Rule 3.13 of the Listing Rules, and considered that they remain independent. The Board was not aware of any matter that might adversely affect the independence of Mr. Shao Xiaodong, Mr. Bruno Robert Mercier and Mr. Fan Yongkui. Based on the above, the Board is of the view that each of Mr. Shao Xiaodong, Mr. Bruno Robert Mercier and Mr. Fan Yongkui meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent for re-election, and will continue to bring valuable financial management, auditing, legal and other expertise to the Board for its efficient and effective functioning and diversity.

After considering the nomination principles and criteria set out in the Company's Board diversity policy, Director nomination policy and the Company's corporate strategies, the Nomination Committee has assessed the retiring Directors on criteria such as integrity, experience, skills and ability to commit time and efforts to carry out duties and responsibilities. In the evaluation, the Nomination Committee is of the opinion that each of the retiring Directors has contributed positively to the Board with his/her extensive knowledge and experience in various fields that are relevant to the Company's business. In addition, the retiring Directors' diversity of experience have enabled them to provide valuable and diverse views, as well as relevant insights to the Board and to contribute to the diversity of the Board. Therefore, the Nomination Committee has made recommendations to the Board on the re-election of all the retiring Directors, including all the above independent non-executive Directors who are required to retire at the Annual General Meeting, and the Board has endorsed the recommendations of the Nomination Committee and recommended all retiring Directors to stand for re-election at the Annual General Meeting. The Board also believes that the Directors who are seeking re-election at the Annual General Meeting have the qualifications and related expertise that will continue to bring valuable contribution to the Board and enhance the diversity of the skills and perspectives of the Board.

Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

LETTER FROM THE BOARD

3. RE-APPOINTMENT OF THE AUDITOR

The Board proposed to re-appoint KPMG as the auditor of the Company for the year ending 31 December 2025 and to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix its remuneration. KPMG has indicated its willingness to be re-appointed as the auditor of the Company for the aforesaid period.

4. PROPOSED GRANTING OF GENERAL MANDATE TO BUY-BACK SHARES

An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to exercise the powers of the Company to buy-back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the proposed ordinary resolution granting the Share Buy-back Mandate.

As at the Latest Practicable Date, 673,454,800 Shares of the Company have been fully paid and issued. Subject to the passing of the ordinary resolution numbered 4(B) and on the basis that no further Shares are issued or bought back after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to buy back a maximum of 67,345,480 Shares. The Directors wish to state that they have no immediate plans to buy back any Shares pursuant to the Share Buy-back Mandate as at the Latest Practicable Date.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the proposed resolution regarding granting of the Share Buy-back Mandate is set out in Appendix II to this circular.

5. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to exercise the powers of the Company to allot, issue or deal with additional Shares (including any sale or transfer of Treasury Shares) of not exceeding 20% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the proposed ordinary resolution granting the Issue Mandate.

As at the Latest Practicable Date, 673,454,800 Shares of the Company have been fully paid and issued. Subject to the passing of the ordinary resolution numbered 4(A) and on the basis that no further Shares are issued or bought back after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 134,690,960 Shares. The Directors wish to state that they have no immediate plans to issue any new securities (including the sale or transfer of any Treasury Shares) pursuant to the Issue Mandate.

LETTER FROM THE BOARD

In addition, subject to a separate approval of the ordinary resolution numbered 4(C), the number of Shares bought back by the Company under ordinary resolution numbered 4(B) will also be added to extend the limit of the Issue Mandate as mentioned in ordinary resolution numbered 4(A) provided that such additional value shall not exceed 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing the resolutions in relation to the Issue Mandate and the Share Buy-back Mandate.

If approved by the Shareholders at the Annual General Meeting, the general mandates to buy back Shares and to issue Shares will continue to be in force until the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.

Furthermore, pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken that it will not exercise its power to issue any further Shares or securities convertible into Shares (whether or not of a class already listed), or sell or transfer Treasury Shares out of treasury (if any), or enter into any agreement to such an issue, or sale or transfer of Treasury Shares out of treasury (if any) within six months from the Listing Date (whether or not such issue of Shares or securities, or sale or transfer of Treasury Shares will be completed within six months from the Listing Date), except under any of the circumstances provided under Rule 10.08 of the Listing Rules.

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 21 to 26 of this circular.

For determining the Shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025, 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, the Shareholders must deliver all transfer documents accompanied by the relevant share certificates to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 20 June 2025. The record date for determining the entitlement to attend and vote at the AGM is Thursday, 26 June 2025.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the shareholders at the general meetings must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the Annual General Meeting will be taken by way of poll. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules. On a poll, every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation, by its duly authorized

LETTER FROM THE BOARD

representative, shall have one vote for each Share registered in his/her/its name on the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.china-greentea.com.cn). Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 1:00 p.m. on Tuesday, 24 June 2025) or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 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.

8. RECOMMENDATION

The Directors consider that the ordinary resolutions in relation to (i) the re-election of the Directors, (ii) the re-appointment of the auditor of the Company, and (iii) granting of the general mandates to buy-back Shares and to issue Shares are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

By order of the Board

Green Tea Group Limited

Mr. Wang Qinsong

Chief Executive Officer, Chairman of the Board and Executive Director

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

Except as disclosed in this circular, as of the Latest Practicable Date, none of the following Directors held any position in the Company or any other members of the Group, nor did they hold any director position in any other listed company in the past three years, nor did they have any other major appointments or professional qualifications. None of the following Directors who need to be re-elected had a service contract with the Company which was not terminable by the Company within one year without payment of compensation, other than statutory compensation.

In addition, except as disclosed in this circular, the following Directors have no relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company (as defined in the Listing Rules) as of the Latest Practicable Date.

Except as disclosed in this circular, as of the Latest Practicable Date, there are no other matters related to the following Directors that need to be disclosed to Shareholders and the Stock Exchange, nor are there any other information related to the following Directors that needs to be disclosed in accordance with Rule 13.51(2)(h) to (v) of the Listing Rules.

EXECUTIVE DIRECTORS

Mr. Wang Qinsong (王勤松), aged 53, is the co-founder, chairman of the Board, chief executive officer and executive Director. Mr. Wang has around 20 years of experience in the hospitality and food and beverage industries and is experienced in business management. With his extensive experience in restaurant operations, he is principally responsible for overseeing the overall management and business operation of the Group, including coordinating board affairs, formulating strategies and operational plans and making major business decisions. Mr. Wang has been the chairman of the board since January 2017 and the chief executive officer since January 2018 at Tibet Green Tea F&B. Mr. Wang served as a general manager at Hangzhou Green Tea Food & Beverage Management Company Limited (杭州綠茶餐飲管理有限公司) ("Hangzhou Green Tea F&B") from October 2008 to December 2016, which was the predecessor of Tibet Green Tea F&B. Prior to founding the Group, he established Green Tea Youth Hostel (綠茶青年旅舍) at November 2004 and served as the general manager from December 2004 to September 2007. Mr. Wang was admitted to Executive Education Program at the Cheung Kong Graduate School of Business (長江商學院) in April 2019, in the PRC.

Mr. Wang as an executive Director has entered into a service contract with the Company for an initial term of three years commencing from 30 April 2025, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the service contract. Mr. Wang is entitled to a basic salary of RMB2,660,160 per annum, plus a discretionary bonus, which is determined with reference to his responsibilities, experience, performance and the prevailing market conditions.

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As of the Latest Practicable Date, Mr. Wang is deemed to be interested in 365,600,000 Shares within the meaning of Part XV of the SFO.

Ms. Yu Liying (于麗影), aged 38, is an executive Director and vice president. Ms. Yu has around 15 years of experience in restaurant operations and is experienced in business management. She is primarily responsible for the management of supply chain, construction projects and public relations and the expansion of restaurant network. Ms. Yu Liying is the sister in law of Ms. Lu Changmei. Ms. Yu has been serving as a vice president at Tibet Green Tea F&B since January 2017. Ms. Yu managed stores between October 2008 to December 2011 for Hangzhou Green Tea F&B, which was the predecessor of Tibet Green Tea F&B. She was later promoted and successively served as a regional manager, then a regional general manager and then a vice president in charge of brand operation and chief operating officer at Hangzhou Green Tea F&B until December 2016. Ms. Yu is pursuing an executive master of business administration (EMBA) degree from the Cheung Kong Graduate School of Business (長江商學院) in the PRC.

Ms. Yu as an executive Director has entered into a service contract with the Company for an initial term of three years commencing from 30 April 2025, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the service contract. Ms. Yu is entitled to a basic salary of RMB720,000 per annum, plus a discretionary bonus, which is determined with reference to her responsibilities, experience, performance and the prevailing market conditions.

As of the Latest Practicable Date, Ms. Yu is interested in 2,083,500 underlying Shares relating to the restricted share units granted to her pursuant to the RSU Scheme within the meaning of Part XV of the SFO.

Mr. Wang Jiawei (王佳偉), aged 41, is an executive Director, financial director and board secretary. He has around 14 years of experience in finance and accounting and is primarily overseeing the development, day-to-day management and financial and capital management of the Group. Mr. Wang Jiawei is the nephew of Mr. Wang Qinsong. Mr. Wang Jiawei has served as a board secretary at Tibet Green Tea F&B since January 2017 and has served as a financial director since November 2019. Mr. Wang Jiawei worked as a financial director at Hangzhou Green Tea F&B between May 2013 to December 2016, which was the predecessor of Tibet Green Tea F&B. Prior to joining the Group, Mr. Wang Jiawei was a project manager of BDO China Shu Lun Pan Certified Public Accountants LLP, Zhejiang Branch (立信會計師事務所(特殊普通合夥)浙江分所) from May 2010 to April 2013.

Mr. Wang Jiawei obtained his master's degree in finance from Zhejiang Institute of Finance & Economics (浙江財經學院) (now known as Zhejiang University of Finance & Economics (浙江財經大學)) in the PRC in March 2010. He has been a PRC certified public accountant (中國註冊會計師) certified by Zhejiang Province Certified Public Accountant Association (浙江省註冊會計師協會) since June 2012.

10 -

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Wang Jiawei as an executive Director has entered into a service contract with the Company for an initial term of three years commencing from 30 April 2025, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the service contract. Mr. Wang Jiawei is entitled to a basic salary of RMB630,000 per annum, plus a discretionary bonus, which is determined with reference to his responsibilities, experience, performance and the prevailing market conditions.

As of the Latest Practicable Date, Mr. Wang Jiawei is interested in 894,516 underlying Shares relating to the restricted share units granted to him pursuant to the RSU Scheme within the meaning of Part XV of the SFO.

NON-EXECUTIVE DIRECTORS

Ms. Lu Changmei (路長梅), aged 44, is the co-founder and a non-executive Director. Ms. Lu has around 20 years of experience in the hospitality and food and beverage industries and is experienced in business management. She is responsible for providing strategic advice and recommendations on the operations and management of the Group. Ms. Lu Changmei is the spouse of Mr. Wang Qinsong. Ms. Lu has been serving as a deputy general manager at Tibet Green Tea F&B since January 2017. She worked as the deputy general manager in Hangzhou Green Tea F&B between October 2008 to December 2016, which was the predecessor of Tibet Green Tea F&B. Prior to joining the Group, she established Green Tea Youth Hostel with Mr. Wang and served as the deputy general manager from December 2004 to September 2007.

Ms. Lu as a non-executive Director has entered into a letter of appointment with the Company for an initial term of three years commencing from 30 April 2025, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the letter of appointment. Ms. Lu is not entitled to receive any remuneration according to her letter of appointment.

As of the Latest Practicable Date, Ms. Lu is deemed to be interested in the 365,600,000 Shares within the meaning of Part XV of the SFO.

Mr. Liu Sheng (劉盛), aged 42, is a non-executive Director. With his extensive experience in finance and investment, Mr. Liu is primarily responsible for providing strategic advice and recommendations on the operations and management of the Group. Since 2013, he has been with Partners Group and has around 20 years of experience in finance and investment industry. He is managing director, head of Partner Group's Shanghai office and a member of the Private Equity Direct Co-Investment in Health and Life Investment Committee in Partners Group and also a director in Partners Gourmet. Prior to joining Partners Group, Mr. Liu worked as an investment director at Cathay Capital Investment Consulting (Shanghai) Co., Ltd. from January 2007 to March 2013. He started his career at KPMG Hua Zhen LLP, Shanghai Branch, where he worked as an auditor from August 2004 to August 2006.

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Liu has extensive experience in managing public and private companies. He has served as a director at Shanghai Aiyingshi Co., Ltd. (上海愛嬰室商務服務股份有限公司), a leading maternal and infant products retailer and relevant services provider listed on the Shanghai Stock Exchange (Stock Code: 603214) since its listing in March 2018. He has also served as a director in Moda Solution Limited, a leading store fixture solution service provider and in Apex Logistics Solutions International Pte. Ltd., a cross-border logistics service provider since September 2019 and February 2021, respectively.

Mr. Liu obtained his bachelor's degree in finance (securities and investment) from Shanghai University of Finance and Economics (上海財經大學) in the PRC in July 2004.

Mr. Liu as a non-executive Director has entered into a letter of appointment with the Company for an initial term of three years commencing from 30 April 2025, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the letter of appointment. Mr. Liu is not entitled to receive any remuneration according to his letter of appointment.

As of the Latest Practicable Date, Mr. Liu is not interested in any Shares, underlying Shares, or debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

Ms. Xu Ruijie (徐睿婕), aged 35, is a non-executive Director. She is primarily responsible for providing strategic advice and recommendations on the operations and management of the Group. She has over 10 years of experience in consulting and private equity investment. She joined Partners Group in August 2016 and is currently a member of management for private equity Asia in Partners Group (Shanghai) Co. Ltd. Prior to joining Partners Group, Ms. Xu served as a senior consultant in consulting department at Booz & Company from July 2011 to July 2014.

Ms. Xu obtained her bachelor's degree in economics and international finance from University of Macau in Macau in August 2011 and a Master of Business Administration degree from Columbia University in the City of New York in May 2016.

Ms. Xu as a non-executive Director has entered into a letter of appointment with the Company for an initial term of three years commencing from 30 April 2025, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the letter of appointment. Ms. Xu is not entitled to receive any remuneration according to her letter of appointment.

As of the Latest Practicable Date, Ms. Xu is not interested in any Shares, underlying Shares, or debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

12 -

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Shao Xiaodong (邵曉東), aged 53, was appointed as an independent non-executive Director of the Company on April 30, 2025. He is primarily responsible for providing independent judgment and advice to the Board.

Mr. Shao is a vice president of security and risk management group at Ant Group Co., Ltd. (螞蟻科技集團股份有限公司) (the "Ant Group"). He joined the Ant Group in July 2014 and has successively undertaken different roles including the deputy general manager of Alipay.com Co., Ltd, a leading third party payment platform provider and the general manager of safety management department and Xianghubao (相互寶). Prior to joining the Ant Group, he worked as a policeman for more than 23 years in Hangzhou Public Security Bureau (杭州市公安局) and was the head of the criminal investigation division when he left the Hangzhou Public Security Bureau in March 2014.

Mr. Shao graduated from East China University of Science and Technology (華東理工大學) in business administration via correspondence course in July 2006. He was honored as the outstanding chief security officer of the Yangtze River Delta region (長三角優秀首席安全官) in 2019 by Committee of the Outstanding Chief Security Officer of the Yangtze River Delta Region.

Mr. Shao as an independent non-executive Director has entered into a letter of appointment with the Company for an initial term of three years commencing from 30 April 2025, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the letter of appointment. According to the letter of appointment signed with the Company, Mr. Shao is entitled to a Director's fee in the sum of RMB300,000 per annum, which is determined with reference to his skills, knowledge and experience as well as his duties and responsibilities to the Company.

As of the Latest Practicable Date, Mr. Shao is not interested in any Shares, underlying Shares, or debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

13 -

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Bruno Robert Mercier, aged 65, was appointed as an independent non-executive Director of the Company on April 30, 2025. He is primarily responsible for providing independent judgment and advice to the Board.

He is currently an independent non-executive director of Blue Moon Group Holdings Limited, a leader in the Chinese detergent market listed on the Main Board of the Stock Exchange (stock code: 6993), a director of Gramona SA, a family-owned Spanish premium winery and a non-executive member of the Supervisory Board of City Holdings Limited, a leading consumer products retailer and distributor in Myanmar, since February 2022.

From February 2018 to April 2024, he was a director of Home Chain Foods Ltd., the holder of the Burger King Franchise in Taiwan. He is also serving as an adviser to several other companies, including Driscoll's, a leading berries producer as well as a number of private equity and venture capital funds and an investor in tech start-ups focusing on retail and consumer goods. He was a member of Bain Advisors Network from June 2019 to December 2024. He also has provided one-off industry advice to Partners Group on three potential investment opportunities in 2015, 2018 and 2019.

From 2011 to 2017, Mr. Mercier was chief executive officer and executive director of Sun Art Retail Group Limited, one of China's largest and most profitable food retailers listed on the Main Board of the Stock Exchange (stock code: 6808) and was the chairman of the board of RT Mart International in Taiwan. From 1999 to 2011, Mr. Mercier worked in the Auchan Group with various positions as development director, store manager and chief executive officer of Auchan (China) Investment Co., Ltd.. He also has many years of experience working in the consumer goods and consulting industries from 1983 to 1998, notably with Groupe Pernod Ricard, a global wines and spirits producer, in their China and Thailand operations as well as with McKinsey & Company.

Mr. Mercier holds a master's degree in business administration from European Institute of Business Administration (Institut Européen d'Administration des Affaires, "INSEAD"), and an engineering degree from the Ecole Nationale Supérieure Agronomique de Toulouse in France. He is an honorary citizen of the city of Suzhou and was awarded the Golden Magnolia medal by Shanghai City government in 2011.

14 -

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Mercier was a director of the following company incorporated in the PRC when its business license was revoked. The relevant details are as follows:

Name of Company	Principal Business	Place of Incorporation	Reasons for the Revocation of Business License
Tianjin Auchan Supermarket Company Limited (天津歐尚超市有限公司) (“Tianjin Auchan”)	Retail	PRC	Mr. Mercier was a director of Tianjin Auchan at the time of the revocation.
To the best of Mr. Mercier’s knowledge, the business licence of Tianjin Auchan was revoked in 2010 because of its failure to complete annual inspection as required under relevant PRC regulations and its failure to apply for deregistration following the cessation of its supermarket business. As confirmed by Mr. Mercier, the shareholders of Tianjin Auchan decided to cease the operation of Tianjin Auchan before 2010, therefore no annual inspection was conducted thereafter. Mr. Mercier further confirmed that Tianjin Auchan was solvent at the time of such revocation and cessation of business. Mr. Mercier confirmed that, as at the Latest Practicable Date, he has not incurred any liabilities as a result of such revocation and is not aware of any actual or potential claim that has been or will be made against him or Tianjin Auchan due to such revocation. In addition, the Company’s PRC legal advisers advised that, Mr. Mercier, as a director of Tianjin Auchan, is not in the position to apply or resolve to dissolve or deregister Tianjin Auchan, (which is a right reserved for shareholders) nor is at fault for the revocation of the business license of Tianjin Auchan.

15 -

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Mercier as an independent non-executive Director has entered into a letter of appointment with the Company for an initial term of three years commencing from 30 April 2025, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the letter of appointment.. According to the letter of appointment signed with the Company, Mr. Mercier is entitled to a Director's fee in the sum of RMB300,000 per annum, which is determined with reference to his skills, knowledge and experience as well as his duties and responsibilities to the Company.

As of the Latest Practicable Date, Mr. Mercier is not interested in any Shares, underlying Shares, or debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

Mr. Fan Yongkui (范永奎), aged 40, was appointed as an independent non-executive Director of the Company on April 30, 2025. He is primarily responsible for providing independent judgment and advice to the Board.

Mr. Fan has extensive experience in finance and accounting. He has been the vice president and chief financial officer of JNBY Design Limited (江南布衣有限公司) ("JNBY"), a leading designer brand fashion house listed on the Main Board of the Stock Exchange (stock code: 3306), since August 2021 and December 2022, respectively. Mr. Fan served as the finance director of JNBY from September 2015 to December 2022. Prior to joining JNBY, he worked as a financial analysis manager in (浙江大華技術股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002236) from July 2010 to September 2015. Between May 2008 to June 2010, he was a project manager of BDO China Shu Lun Pan Certified Public Accountants LLP, Zhejiang Branch. He started his career in Zhejiang Zhongcheng Certified Public Accountants LLP (浙江中誠會計師事務所) in September 2006 and worked there until April 2008.

Mr. Fan obtained his bachelor's degree in landscape architecture from Zhejiang University (浙江大學) in June 2006. He has been a PRC certified public accountant (中國註冊會計師) certified by Zhejiang Province Certified Public Accountant Association (浙江省註冊會計師協會) since April 2009. He obtained the qualification for registered tax agent in the PRC in November 2013 and the qualification for certified public valuer in December 2011. He obtained a lawyer's practice certificate issued by the Ministry of Justice of the People's Republic of China in April 2021.

Mr. Fan as an independent non-executive Director has entered into a letter of appointment with the Company for an initial term of three years commencing from 30 April 2025, subject to retirement by rotation and re-election in accordance with the Articles of Association and the Listing Rules, until terminated in accordance with the terms and conditions of the letter of

16 -

APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

appointment. According to the letter of appointment signed with the Company, Mr. Fan is entitled to a Director's fee in the sum of RMB300,000 per annum, which is determined with reference to his skills, knowledge and experience as well as his duties and responsibilities to the Company.

As of the Latest Practicable Date, Mr. Fan is not interested in any Shares, underlying Shares, or debentures of the Company or its associated corporations within the meaning of Part XV of the SFO.

17 -

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the number of issued Shares was 673,454,800 Shares of nominal value of US$0.00002 each which have been fully paid. Subject to the passing of the resolution granting the buy-back Mandate and on the basis that no further Shares are issued or bought back before the Annual General Meeting, the Company will be allowed to buy-back a maximum of 67,345,480 Shares, representing 10% of the issued Shares as at the Latest Practicable Date, during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.

REASONS FOR SHARE BUY-BACK

The Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders.

Shares buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.

Pursuant to the Share Buy-back Mandate, the Company intends to (i) cancel the buy-back Shares and/or (ii) hold such Shares as Treasury Shares following settlement of such buy-back, subject to market conditions and the capital management needs of the Company at the relevant time such buy-backs of Shares are made.

For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.

18 -

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

3. FUNDING OF SHARE BUY-BACK

The company may only apply funds legally available for share buy-back in accordance with its Articles of Association, the Listing Rules, the laws of Cayman Islands and/or any other applicable laws, as the case may be. Subject to the foregoing, the Directors may buy back Shares with profits of the Company or out of a new issuance of Shares made for the purpose of the share buy-back or, if authorized by the Articles of Association and subject to the Companies Act, out of capital and, in the case of any premium payable on the share buy-back, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the Companies Act, out of capital.

4. IMPACT OF SHARE BUY-BACK

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 contained in the prospectus of the Company for the year ended 31 December 2024) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back 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 levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have been traded on the Stock Exchange during the period from the Listing Date up to and including the Latest Practicable Date were as follows:

Month	Highest HK$	Lowest HK$
2025
May (since 16 May 2025*)	7.20	5.78
June (up to the Latest Practicable Date)	6.05	5.81

The Company was listed on 16 May 2025.

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

APPENDIX II

EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to buy-back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of Cayman Islands.

The Company has confirmed that neither the explanatory statement nor the proposed share buy-back has any unusual features.

7. TAKEOVERS CODE

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

To the best knowledge and belief of the Directors, as at the Latest Practicable Date, Mr. Wang Qinsong and Ms. Lu Changmei, through their trust vehicles and various intermediary subsidiaries, were collectively interested in 365,600,000 Shares, representing approximately 54.29% of the total number of issued Shares. In the event that the Directors exercise the proposed Buy-back Mandate in full, the shareholding of the foregoing Shareholders would be increased to approximately 60.32% of the total number of issued Shares. To the best knowledge and belief of the Directors, such increase in shareholding would not give rise to an obligation to make a mandatory offer under the Takeovers Code.

According to the Listing Rules, a company is prohibited from making buy-back of its shares on the Stock Exchange if the buy-back of Shares of the Company would result in less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total issued shares of the company would be in public hands. The Directors therefore will not exercise the Share Buy-back Mandate to such an extent that would result in less than the prescribed minimum percentage of Shares in public hands.

8. SHARE BUY-BACK MADE BY THE COMPANY

No buy-back of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the period from the Listing Date up to the Latest Practicable Date.

20 -

NOTICE OF ANNUAL GENERAL MEETING

Green Tea Group Limited

綠茶集團有限公司

(Incorporated in Cayman Islands with limited liability)

(Stock code: 6831)

Notice is hereby given that the Annual General Meeting of Green Tea Group Limited (the "Company") will be held at Conference Room 1, 3/F, Building 2, Yunqi Center, No. 369, Qingchuan Street, Xihu District, Hangzhou, Zhejiang, PRC on Thursday, 26 June 2025 at 1:00 p.m. for the following purposes:

To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2024 as disclosed in the prospectus of the Company dated 8 May 2025.
(a) To re-elect the following persons who are due to retire at the Annual General Meeting as the directors of the Company (the "Directors"):

(i) Mr. Wang Qinsong as an executive Director;
(ii) Ms. Yu Liying as an executive Director;
(iii) Mr. Wang Jiawei as an executive Director;
(iv) Ms. Lu Changmei as a non-executive Director;
(v) Mr. Liu Sheng as a non-executive Director;
(vi) Ms. Xu Ruijie as a non-executive Director;
(vii) Mr. Shao Xiaodong as an independent non-executive Director;
(viii) Mr. Bruno Robert Mercier as an independent non-executive Director; and
(ix) Mr. Fan Yongkui as an independent non-executive Director.

(b) To authorize the board of Directors of the Company (the "Board") to fix the Directors' remuneration.

To re-appoint KPMG as auditor of the Company and to authorize the Board to fix its remuneration.
21 -

NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass the following resolution as an ordinary resolutions:

(A) “THAT:

(i) subject to paragraph (iii) of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company (the “Shares”) (including any sale or transfer of treasury shares (as defined under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”) out of treasury) or securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities of the Company, and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares) and other rights which may require the exercise of such powers, be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) of this resolution 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 other rights which may require the exercise of such power after the end of the Relevant Period;

(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise, and including any sale or transfer of Treasury Shares) by the Directors during the Relevant Period pursuant to paragraph (i) of this resolution, otherwise than pursuant to:

(1) any Rights Issue (as defined hereinafter);

(2) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;

(3) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or

22 -

NOTICE OF ANNUAL GENERAL MEETING

(4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed the aggregate of:

(a) 20% of the total number of issued Shares of the Company as at the date of passing this resolution; and

(b) (if the Board is so authorised by resolution numbered 4(C)) the aggregate number of Shares bought back by the Company subsequent to the passing of resolution numbered 4(B) (up to a maximum equivalent to 10% of the number of issued Shares (excluding treasury Shares, if any) as at the date of passing resolution numbered 4(B)),

and the approval shall be limited accordingly; and

(iv) for the purpose of this resolution:

(1) "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

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

(b) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association of the Company to be held; and

(c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority granted by this resolution; and

(2) "Rights Issue" means an offer of Shares or an issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares on the register of members 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, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws

23 -

NOTICE OF ANNUAL GENERAL MEETING

of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."

(B) "THAT:

(i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to buy-back Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and which is recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Listing Rules, be and is hereby generally and unconditionally approved;

(ii) the aggregate number of the shares to be bought back pursuant to the approval in paragraph (i) above shall not exceed 10% of the number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of this resolution, and the said approval shall be limited accordingly;

(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

(iv) for the purpose of this resolution:

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

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

(b) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and

(c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority granted by this resolution."

24 -

NOTICE OF ANNUAL GENERAL MEETING

(C) “That conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with additional Shares (including any sale or transfer of Treasury Shares) and to make or grant offers, agreements, options and other rights which might require the exercise of such powers pursuant to the resolution numbered 4(A) set out in this notice be and is hereby extended by the addition of an amount representing the number of the issued Shares bought back under the authority granted pursuant to resolution numbered 4(B) set out in this notice, provided that such extended amount shall represent up to 10% of the number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the said resolutions.”

Yours faithfully,

By order of the Board

Green Tea Group Limited

Mr. Wang Qinsong

Chief Executive Officer, Chairman of the Board and Executive Director

Hong Kong, 4 June 2025

NOTICE OF ANNUAL GENERAL MEETING

Notes:

(i) Resolution numbered 4(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.

(ii) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company.

(iii) Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

(iv) In order to be valid, the completed form of proxy must be lodged at the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, 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 (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 48 hours before the time appointed for holding the above meeting (i.e. before 1:00 p.m. on Tuesday, 24 June 2025) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

(v) The register of members of the Company will be closed from Monday, 23 June 2025 to Thursday, 26 June 2025, both days inclusive, in order to determine the identity of the shareholders who are entitled to attend and vote at the above meeting, during which period no share transfers will be registered. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Friday, 20 June 2025.

(vi) In respect of the ordinary resolution numbered 2(a) above, Mr. Wang Qinsong, Ms. Yu Liying, Mr. Wang Jiawei, Ms. Lu Changmei, Mr. Liu Sheng, Ms. Xu Ruijie, Mr. Shao Xiaodong, Mr. Bruno Robert Mercier and Mr. Fan Yongkui shall retire by rotation and being eligible, offered themselves for re-election at the above meeting. Details of the above retiring Directors are set out in Appendix I to the circular dated 4 June 2025.

(vii) In respect of the ordinary resolution numbered 4(A) above, the Directors hereby state that they have no immediate plans to issue any new shares of the Company referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

(viii) In respect of the ordinary resolution numbered 4(B) above, the Directors hereby state that they will exercise the powers conferred by the general mandate to buy-back shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable the shareholders to make an informed decision on whether to vote for or against the resolution to approve the purchase by the Company of its own shares is set out in Appendix II to the circular dated 4 June 2025.

(ix) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.

26 -

AI assistant

Green Tea Group Limited Proxy Solicitation & Information Statement 2025

51055_rns_2025-06-03_653cd933-7ae1-45ee-ac34-5625f126bc1a.pdf

Green Tea Group Limited

綠茶集團有限公司

Green Tea Group Limited

綠茶集團有限公司

1. INTRODUCTION

2. PROPOSED RE-ELECTION OF DIRECTORS

3. RE-APPOINTMENT OF THE AUDITOR

4. PROPOSED GRANTING OF GENERAL MANDATE TO BUY-BACK SHARES

5. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

7. RESPONSIBILITY STATEMENT

8. RECOMMENDATION

EXECUTIVE DIRECTORS

NON-EXECUTIVE DIRECTORS

INDEPENDENT NON-EXECUTIVE DIRECTORS

3. FUNDING OF SHARE BUY-BACK

4. IMPACT OF SHARE BUY-BACK

5. MARKET PRICES OF SHARES

6. GENERAL

7. TAKEOVERS CODE

8. SHARE BUY-BACK MADE BY THE COMPANY

Green Tea Group Limited

綠茶集團有限公司

AI assistant

Green Tea Group Limited — Proxy Solicitation & Information Statement 2025

51055_rns_2025-06-03_653cd933-7ae1-45ee-ac34-5625f126bc1a.pdf

Green Tea Group Limited

綠茶集團有限公司

Green Tea Group Limited

綠茶集團有限公司

1. INTRODUCTION

2. PROPOSED RE-ELECTION OF DIRECTORS

3. RE-APPOINTMENT OF THE AUDITOR

4. PROPOSED GRANTING OF GENERAL MANDATE TO BUY-BACK SHARES

5. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

7. RESPONSIBILITY STATEMENT

8. RECOMMENDATION

EXECUTIVE DIRECTORS

NON-EXECUTIVE DIRECTORS

INDEPENDENT NON-EXECUTIVE DIRECTORS

3. FUNDING OF SHARE BUY-BACK

4. IMPACT OF SHARE BUY-BACK

5. MARKET PRICES OF SHARES

6. GENERAL

7. TAKEOVERS CODE

8. SHARE BUY-BACK MADE BY THE COMPANY

Green Tea Group Limited

綠茶集團有限公司

More from Green Tea Group Limited

Green Tea Group Limited Proxy Solicitation & Information Statement 2025