THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Greentown Service Group Co. Ltd., you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

Greentown Service Group Co. Ltd.

綠城服務集團有限公司

(A company incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 2869)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

DECLARATION OF A FINAL DIVIDEND AND A SPECIAL DIVIDEND

AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

AND

ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 7F, Block B, Xixi International Center, No. 767 West Wenyi Road, Hangzhou, Zhejiang Province, the PRC on 18 June 2026 at 2:00 p.m. is set out on pages 37 to 42 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.lvchengfuwu.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 2:00 p.m. on 16 June 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.

23 April 2026

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I — DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION ... 9
APPENDIX II — EXPLANATORY STATEMENT ... 13
APPENDIX III — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ... 18
NOTICE OF ANNUAL GENERAL MEETING ... 37

-i-

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 7F, Block B, Xixi International Center, No. 767 West Wenyi Road, Hangzhou, Zhejiang Province, the PRC on 18 June 2026 at 2:00 p.m., or any adjournment thereof, notice of which is set out on pages 37 to 42 of this circular

“Articles of Association” the existing second amended and restated articles of association of the Company

“Board” the board of Directors

“CCASS” the Central Clearing and Settlement System established and operated by HKSCC

“Companies Act” the Companies Act (as revised) of the Cayman Islands

“Company” Greentown Service Group Co. Ltd., an exempted company incorporated on 24 November 2014 in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

“Controlling Shareholder(s)” has the meaning ascribed to it under the Listing Rules

“Director(s)” the director(s) of the Company

“General Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the aggregate number of Shares in issue (excluding any treasury Shares) as at the date of passing of the relevant resolution granting the General Mandate

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“HKSCC” Hong Kong Securities Clearing Company Limited, including, where the context so requires, its agents, nominees, representatives, officers and employees

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

DEFINITIONS

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

"Lily International Investment"
Lily International Investment Company Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, being a Controlling Shareholder and is directly owned as to 100% by Mr. Shou Bainian, a non-executive Director

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

"New Articles of Association"
the third amended and restated articles of association of the Company incorporating the Proposed Amendments proposed to be adopted at the Annual General Meeting

"Orchid Garden Investment"
Orchid Garden Investment Company Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, being a Controlling Shareholder and is indirectly owned as to 40%, 39% and 21% by Mr. Song Weiping, Mr. Shou Bainian and Ms. Xia Yibo, respectively

"Osmanthus Garden Investment"
Osmanthus Garden Investment Company Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, being a Controlling Shareholder and is directly owned as to 100% by Mr. Song Weiping

"PRC"
the People's Republic of China, which for the purpose of this circular and for geographic reference only, excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan

"Proposed Amendments"
the proposed amendments to the Articles of Association as set out in Appendix III to this circular

"Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the aggregate number of the Shares in issue (excluding any treasury Shares) as at the date of passing of the relevant resolution granting the Repurchase Mandate (and the Company may hold the Shares so repurchased in treasury)

"RMB"
Renminbi, the lawful currency of the PRC

DEFINITIONS

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

"Share(s)" ordinary share(s) of nominal value of HK$0.00001 each in the capital of the Company

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

"ShenaLan International Investment" ShenaLan International Investment Company Limited, a company incorporated under the laws of the British Virgin Islands with limited liability, being a Controlling Shareholder and is directly owned as to 100% by Ms. Xia Yibo, a non-executive Director

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong, as amended from time to time

"treasury Shares" has the meaning ascribed to it under the Listing Rules

"%" per cent

LETTER FROM THE BOARD

Greentown Service Group Co. Ltd.

綠城服務集團有限公司

(A company incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 2869)

Executive Directors:
Mr. Yang Zhangfa
Ms. Jin Keli

Non-executive Directors:
Mr. Shou Bainian
Ms. Xia Yibo
Mr. Song Hailin

Independent Non-executive Directors:
Mr. Poon Chiu Kwok
Mr. Wong Ka Yi
Mr. Li Feng
Mr. Jia Shenghua

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

Principal place of business
in Hong Kong:
Rooms 1607-08, 16th Floor
Kai Tak Commercial Building
Nos. 317 & 319 Des Voeux Road Central
Sheung Wan, Hong Kong

23 April 2026

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
AND
RE-ELECTION OF RETIRING DIRECTORS
AND
DECLARATION OF A FINAL DIVIDEND AND A SPECIAL DIVIDEND
AND
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
ADOPTION OF THE NEW ARTICLES OF ASSOCIATION
AND
NOTICE OF ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to give you the notice of the Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (b) the re-election of the retiring Directors; (c) the declaration of a final dividend and a special dividend; and (d) the Proposed Amendments and adoption of the New Articles of Association.

GENERAL MANDATE TO ISSUE SHARES

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue Shares. At the Annual General Meeting, an ordinary resolution numbered 6(A) will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and/or deal with the additional Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the aggregate number of Shares in issue (excluding any treasury Shares) as at the date of passing of the resolution in relation to the General Mandate.

As at the Latest Practicable Date, 3,134,849,468 Shares (excluding treasury Shares) have been fully paid. Subject to the passing of the ordinary resolution numbered 6(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue (or sell or transfer (for the case of treasury Shares)) a maximum of 626,969,893 Shares under the General Mandate.

In addition, subject to a separate approval of the ordinary resolution numbered 6(C), the number of Shares purchased by the Company under ordinary resolution numbered 6(B) will also be added to extend the General Mandate as mentioned in ordinary resolution numbered 6(A) provided that such additional value shall represent up to 10% of the aggregate number of Shares in issue (excluding any treasury Shares) as at the date of passing the resolutions in relation to the General Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the General Mandate.

REPURCHASE MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the aggregate number of Shares in issue (excluding any treasury Shares) as at the date of passing of the resolution in relation to the Repurchase Mandate and the Company may hold the Shares so repurchased in treasury.

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,134,849,468 Shares (excluding treasury Shares). Assuming that there is no change in the issued share capital of the Company between the Latest Practicable Date and the passing of the resolution approving the Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate on the date of passing the resolution will be 313,484,946 Shares.

LETTER FROM THE BOARD

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 84 of the Articles of Association, one-third of the Directors for the time being (or if their number is not a multiple of three, the number nearest to but not less than one-third) will retire from office by rotation and will be eligible for re-election and re-appointment at every annual general meeting, provided that every Director shall be subject to retirement by rotation at least once every three years. Accordingly, Ms. Jin Keli, Mr. Poon Chiu Kwok and Mr. Wong Ka Yi will retire and, being eligible, have offered themselves for re-election as Directors at the Annual General Meeting.

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

DECLARATION OF A FINAL DIVIDEND AND A SPECIAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

The Board has recommended the payment of a final dividend of HK$0.16 per Share and a special dividend of HK$0.08 per Share in respect of the year ended 31 December 2025. Conditional upon the passing of ordinary resolution numbered 2 by the Shareholders at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 25 June 2026 to Friday, 26 June 2026 (both dates inclusive), during which period no transfer of Shares will be registered and the final dividend and the special dividend are expected to be paid on or before Thursday, 9 July 2026. Shareholders whose names appear on the register of members of the Company on Friday, 26 June 2026 will be entitled to the final dividend and the special dividend. The final dividend and the special dividend will be paid in Hong Kong dollars. In order to determine the identity of the Shareholders who are entitled to the final dividend and the special dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 24 June 2026.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

The Board will propose at the Annual General Meeting a special resolution approving the Proposed Amendments and adoption of the New Articles of Association in order to, among other things, (i) align the Articles of Association with the expanded paperless listing regime, the electronic dissemination of corporate communications by listed issuers, and the treasury shares regime under the Listing Rules, and to facilitate the implementation of an uncertificated securities market; and (ii) make other housekeeping amendments.

LETTER FROM THE BOARD

The Company has been advised by its Hong Kong legal advisers and Cayman Islands legal advisers that the Proposed Amendments are consistent with the requirements of the Listing Rules and do not violate the laws of the Cayman Islands respectively. The Company also confirms that there is nothing unusual regarding the Proposed Amendments for a company listed on the Stock Exchange.

Details of the Proposed Amendments are set out in Appendix III to this circular and the Proposed Amendments and adoption of the New Articles of Association are subject to the approval of the Shareholders by way of a special resolution at the Annual General Meeting and will become effective upon the approval by the Shareholders at the Annual General Meeting.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 37 to 42 of this circular is the notice of the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to the Shareholders to consider and approve the granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares, the re-election of the retiring Directors and the declaration of a final dividend and a special dividend, and a special resolution will be proposed to the Shareholders to consider and approve the Proposed Amendments and adoption of the New Articles of Association.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lvchengfuwu.com). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting (i.e. before 2:00 p.m. on 16 June 2026) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.

VOTING BY POLL

There is no Shareholder who has any material interest in the above proposed resolutions, therefore none of the Shareholders is required to abstain from voting on such resolutions. Separately, holders of treasury Shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Company's general meetings.

Pursuant to Rule 13.39(4) of the Listing Rules and article 66 of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of the Annual General Meeting as set out on pages 37 to 42 of this circular will be taken by way of poll.

LETTER FROM THE BOARD

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she is the holder. A Shareholder entitled to more than one vote needs not to use all his/her/its votes or cast all the votes he/she/it uses in the same way.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares, the re-election of the retiring Directors, the declaration of a final dividend and a special dividend, and the Proposed Amendments and adoption of the New Articles of Association are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

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 Group. 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.

Yours faithfully

By Order of the Board

Greentown Service Group Co. Ltd.

Yang Zhangfa

Chairman

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed herein, none of the following Directors holds any position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other major appointments and professional qualifications. Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial Shareholders or Controlling Shareholders (as defined in the Listing Rules).

Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

EXECUTIVE DIRECTOR

Ms. Jin Keli (金科麗), aged 43, served as the chief executive officer of the Company since 21 June 2021, and has been appointed as an executive Director since 1 February 2022. She joined the Group in May 2006, and held various positions in the Group, including the secretary to chairman and director of the general manager's office of Greentown Property Management Service Group Co., Ltd. (綠城物業服務集團有限公司) (“Greentown Property Management”) from May 2007 to January 2012, an administrative director of the Administrative Management Center of Greentown Property Management from January 2012 to January 2014, and the executive general manager of Zhejiang Xinhu Lvcheng Property Service Co. Ltd. (浙江新湖綠城物業服務有限公司) from January 2014 to July 2017. She also worked as the assistant president, vice president and president of Greentown Property Management from February 2015 to July 2017, August 2017 to March 2018, and since March 2018 respectively. Ms. Jin served as the chief operating officer and the chief financial officer of the Company from 23 March 2018 to 1 February 2022 and 21 June 2021 to 1 February 2022, respectively. She has also served as a non-executive director of Zhong Ao Home Group Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1538) since 17 July 2020.

In addition, Ms. Jin currently holds certain positions in various subsidiaries of the Company.

Ms. Jin is the vice president of China Property Management Association (中國物業管理協會), the vice president of Zhejiang Property Management Association (浙江省物業管理協會), a member of the Hangzhou Property Industry Association Committee of the Communist Party of China (中共杭州市物業行業協會委員會), the deputy secretary of the Party Committee of Hangzhou Xihu District Property Management Association Committee of the Communist Party of China (中共杭州市西湖區物業管理協會委員會) and the president of Hangzhou Xihu District Property Management Association (杭州市西湖區物業管理協會).

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Jin was awarded as the “2025 Model Woman of Zhejiang”, the “2024 Annual CEO of Top 10 China Property Management”, the “Model Woman of Hangzhou in 2020” and the “Excellent Alumni of China University of Political Science and Law (中國政法大學) in 2019” respectively. She was qualified as the “National Property Management Enterprise Manager” by the Department of Housing and Real Estate of the Ministry of Construction (建設部住宅和房地產業司) and “Property Manager” by Zhejiang Provincial Human Resources and Social Security Bureau* (浙江省人力和資源社會保障局).

Ms. Jin graduated from China University of Political Science and Law in July 2006 with a bachelor's degree majoring in philosophy, and obtained her MBA degree from China Europe International Business School* (中歐國際工商學院) in November 2018.

Ms. Jin has entered into a service contract with the Company as an executive Director for a term of three years from 1 February 2022, which is renewable automatically subject to termination as provided in the service contract. Ms. Jin is subject to retirement by rotation and re-election at least once every three years at an annual general meeting of the Company in accordance with the Articles of Association. Ms. Jin is entitled to receive Director's fee, a discretionary management bonus which was determined by the Board with reference to the Company's performance, the prevailing market conditions and her overall performance after the completion of each service year. Ms. Jin received Directors' emoluments (including bonuses, salaries, pension plans, discretionary bonuses, housing and other allowances, and other in-kind benefits) in the total sum of RMB3,017,827 for the year ended 31 December 2025.

As at the Latest Practicable Date, Ms. Jin had interests in 4,240,000 Shares and 7,060,000 underlying Shares under the share options within the meaning of Part XV of the Securities and Futures Ordinance, representing approximately 0.13% and 0.22%, respectively, of the total number of Shares in issue.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Poon Chiu Kwok (潘昭國), aged 64, has been our independent non-executive Director since 12 July 2016. He is responsible for supervising and providing independent opinions to the Board. He has over 30 years of experience in regulatory affairs, listed company's corporate finance and corporate governance. He is an executive director, vice president and company secretary of Huabao International Holdings Limited (stock code: 336), whose shares are listed on the Stock Exchange. He currently serves as an independent non-executive director of the following companies listed on the Stock Exchange: Sany Heavy Equipment International Holdings Company Limited (stock code: 631), AUX International Holdings Limited (stock code: 2080), Sunac China Holdings Limited (stock code: 1918), Jinchuan Group International Resources Co. Ltd (stock code: 2362) and China Isotope & Radiation Corporation (stock code: 1763), and an independent non-executive director of Kongka Group Co., Ltd* (康佳集團股份有限公司) (the shares of which are listed on the Shenzhen Stock Exchange, stock code: 000016).

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Poon was appointed as an independent non-executive director of Changan Minsheng APLL Logistics Co., Ltd. (stock code: 1292), Yankuang Energy Group Company Limited (stock code: 1171) and Yuanda China Holdings Limited (stock code: 2789), all are listed on the Stock Exchange, from September 2011 to June 2023, June 2017 to June 2023 and April 2011 to September 2023, respectively.

Mr. Poon graduated from City University of Hong Kong with his bachelor's degree of arts majoring in business studies and master's degree of Arts in International Accounting. He also obtained his bachelor's degree majoring in laws from University of Wolverhampton in the United Kingdom and a postgraduate diploma in laws from University of London. He also attended an executive training programme at China Europe International Business School* (中歐國際工商學院). He is a fellow of CPA Australia, the Hong Kong Securities and Investment Institute and the Chartered Governance Institute.

Mr. Poon has entered into an appointment letter with the Company as an independent non-executive Director for a term of three years from 12 July 2016, which is renewable automatically subject to both parties' agreement. Mr. Poon will be subject to retirement by rotation and re-election at least once every three years at an annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the appointment letter, Mr. Poon is entitled to a Director's fee, which was determined by the Board with reference to the Company's performance, prevailing market conditions and his overall performance after the completion of each service year. Mr. Poon received Directors' emoluments in the total sum of RMB300,000 for the year ended 31 December 2025.

The Board has noted that Mr. Poon is a director of seven companies listed on the Stock Exchange. However, the Company considers that Mr. Poon has been and will continue to fulfill his roles and obligations diligently as an independent non-executive Director ("INED"). INED is not required to take executive role in the management and operations of our Group, but is required to supervise the management of our Group and has a duty to attend Board meetings and special committee meetings (either physically or by other means of communications) as and when required. Mr. Poon's strong proven record of attendance and participation in the Board meetings since his joining of our Company fully demonstrates his proactive commitment to the Company.

Mr. Wong Ka Yi (黃嘉宜), aged 51, has been our independent non-executive Director since 12 July 2016. He is responsible for supervising and providing independent opinions to our Board. Currently, Mr. Wong serves as the head of research and investment and executive director at YuFeng Capital Co., Ltd. He is licensed to conduct Type 1 (dealing in securities), Type 4 (advising securities), and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance. Mr. Wong's professional credentials are comprehensive, he previously held key positions at prominent financial institutions, including served as an investment director at Amoeba Capital Advisors Ltd. and Regent Capital Management Limited from September 2021 to February 2024 and from March 2019 to September 2021, respectively. Additionally, he served as a director and investment director at HX Innovation Capital Management Co. Limited from October 2017 to February 2019, and at China Metamorphosis Investment Limited from June 2017 to October 2017. Prior to these roles, Mr. Wong

11 -

APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

demonstrated his leadership as a managing director at Fundatech Capital Limited from February 2015 to May 2018. His expertise extends to investment portfolio management, and he worked at HT Capital Management Limited and Munsun Asset Management (Asia) Limited.

Mr. Wong recognised as a Chartered Financial Analyst by the CFA Institute, and holds a bachelor's degree in economics from The University of Hong Kong.

Mr. Wong has entered into an appointment letter with the Company as an independent non-executive Director for a term of three years from 12 July 2016, which is renewable automatically subject to both parties' agreement. Mr. Wong will be subject to retirement by rotation and re-election at least once every three years at an annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the appointment letter, Mr. Wong is entitled to a Director's fee, which was determined by the Board with reference to the Company's performance, prevailing market conditions and his overall performance after the completion of each service year. Mr. Wong received Directors' emoluments in the total sum of RMB300,000 for the year ended 31 December 2025.

According to code provision B.2.3 set out in part 2 of the Corporate Governance Code contained in Appendix C1 to the Listing Rules, if an independent non-executive director has served more than nine years, such director's further appointment should be subject to a separate resolution to be approved by shareholders. The papers to shareholders accompanying that resolution should state why the board (or the nomination committee) believes that the director is still independent and should be re-elected, including the factors considered, the process and the discussion of the board (or the nomination committee) in arriving at such determination. Given that Mr. Poon and Mr. Wong have been serving as INEDs for more than nine years, their re-election and further appointment as INEDs will be subject to separate resolutions to be considered and, if thought fit, approved by the Shareholders at the Annual General Meeting.

According to the amended principles on nomination, selection and recommendation of Directors, the Company confirmed Mr. Poon and Mr. Wong as candidates of INEDs. The nomination committee of the Company made a comprehensive assessment of the candidates' experience, skills, time and effort in performing their duties, assessed the independence of the candidates of INEDs pursuant to Rule 3.13 of the Listing Rules, and then submit to the Board for appointment.

The Company considers that Mr. Poon and Mr. Wong possess good academic and professional qualifications, diverse experiences and relevant industry knowledge, they have been able to bring about business strategy, corporate governance and relevant insights on industry development trends to the Board since their appointments, thereby facilitating the implementation of the board diversity policy and let the Board make decisions more efficiently. The Company and the Directors are of the view, and as confirmed by Mr. Poon and Mr. Wong, that they will be able to continue to devote sufficient time to discharge their duties as INEDs. Mr. Poon and Mr. Wong have also demonstrated that they understand their duties and obligations as required by the relevant laws and regulations, including the Listing Rules. While in the course of discharging their duties and obligation, Mr. Poon and Mr. Wong, same as other Directors, are fully supported by our company secretary and the legal team.

For identification purposes only

APPENDIX II

EXPLANATORY STATEMENT

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the number of issued Shares was 3,134,849,468 Shares (excluding treasury Shares) of nominal value of HK$0.00001 each which have been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to repurchase a maximum of 313,484,946 Shares which represent 10% of the aggregate number of issued Shares (excluding any treasury Shares) as at the date of passing the resolution in relation to the Repurchase Mandate, 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 AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders for the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of Shares made for the purpose of the repurchase or, if authorised by the Articles of Association and subject to the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles of Association and subject to the Companies Act, out of capital.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders. The Directors believe that if the Repurchase Mandate is exercised in full, it may not have a material adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2025, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate

13 -

APPENDIX II

EXPLANATORY STATEMENT

to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

STATUS OF REPURCHASED SHARES

The Company may cancel any repurchased Shares and/or hold them as treasury Shares subject to market conditions and the capital management needs of the Company at the relevant time of the repurchases.

GENERAL

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates (as defined in the Listing Rules), have any present intention if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

The Directors will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands. Neither this explanatory statement nor the proposed share repurchase has any unusual features.

No core connected person (as defined in the Listing Rules) has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

For any treasury Shares deposited with the 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.

TAKEOVERS CODE

If, as a result of a repurchase of Shares pursuant to the Repurchase 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 under 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. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

APPENDIX II

EXPLANATORY STATEMENT

As at the Latest Practicable Date, Orchid Garden Investment is owned as to 40%, 39% and 21% by Osmanthus Garden Investment, Lily International Investment and ShenaLan International Investment, respectively. Osmanthus Garden Investment, Lily International Investment and ShenaLan International Investment are indirectly interested in the Shares through Orchid Garden Investment, therefore, Osmanthus Garden Investment, Lily International Investment and ShenaLan International Investment are deemed to be parties acting in concert. As such, Mr. Song Weiping, Mr. Shou Bainian and Ms. Xia Yibo, together with their respective holding companies (being Osmanthus Garden Investment, Lily International Investment and ShenaLan International Investment), are all deemed to be interested in the total Shares directly held by Orchid Garden Investment. Therefore, to the best knowledge of the Company, as at the Latest Practicable Date, Mr. Song Weiping, Mr. Shou Bainian, Ms. Xia Yibo, Osmanthus Garden Investment, Lily International Investment, ShenaLan International Investment and Orchid Garden Investment are together entitled to directly and indirectly exercise or control the exercise of the voting power attached to 1,020,000,000 Shares, representing approximately 32.35% of the issued share capital of the Company.

In the event that the Directors should exercise in full the Repurchase Mandate, the shareholding of Orchid Garden Investment in the Company will be increased to approximately 35.92% of the issued Shares. To the best knowledge and belief of the Directors, such increase would give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for Orchid Garden Investment to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.

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

The Listing Rules prohibit a company from repurchasing its Shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

15 -

APPENDIX II

EXPLANATORY STATEMENT

SHARE REPURCHASE MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company repurchased its own Shares as follows:

Date of Repurchase	No. of Shares repurchased by the Company	Price per Share		Aggregate consideration paid HK$
		Highest HK$	Lowest HK$
22 October 2025	216,000	4.61	4.53	989,265.52
23 October 2025	214,000	4.63	4.54	984,094.53
24 October 2025	208,000	4.68	4.62	971,822.22
27 October 2025	208,000	4.68	4.60	967,986.88
28 October 2025	208,000	4.68	4.60	969,675.51
30 October 2025	208,000	4.55	4.47	947,999.04
31 October 2025	208,000	4.53	4.49	939,119.62
3 November 2025	208,000	4.50	4.44	932,803.38
4 November 2025	210,000	4.51	4.43	940,279.08
5 November 2025	164,000	4.50	4.35	731,897.46
6 November 2025	212,000	4.62	4.51	969,543.37
7 November 2025	212,000	4.60	4.51	965,804.11
10 November 2025	38,000	4.70	4.62	177,129.59
11 November 2025	182,000	4.77	4.76	869,621.97
13 November 2025	202,000	4.89	4.77	980,164.66
14 November 2025	200,000	4.86	4.79	965,729.64
17 November 2025	200,000	4.87	4.78	967,253.29
18 November 2025	200,000	4.78	4.68	945,788.05
19 November 2025	200,000	4.71	4.66	940,537.36
20 November 2025	400,000	4.71	4.57	1,862,635.76
21 November 2025	210,000	4.67	4.57	973,675.24
24 November 2025	202,000	4.68	4.60	942,149.91
25 November 2025	204,000	4.72	4.63	955,790.87
26 November 2025	204,000	4.67	4.61	947,348.54
27 November 2025	204,000	4.61	4.51	937,127.47
28 November 2025	206,000	4.60	4.45	927,220.14
1 December 2025	208,000	4.53	4.42	933,887.15
2 December 2025	208,000	4.51	4.44	932,137.08
3 December 2025	210,000	4.48	4.41	935,081.45
4 December 2025	424,000	4.42	4.38	1,866,941.41
5 December 2025	428,000	4.48	4.36	1,897,978.42
8 December 2025	428,000	4.47	4.40	1,901,409.14
9 December 2025	430,000	4.43	4.35	1,880,734.35
10 December 2025	430,000	4.42	4.35	1,890,386.79
11 December 2025	432,000	4.47	4.38	1,915,499.59
12 December 2025	430,000	4.55	4.49	1,952,306.84
15 December 2025	214,000	4.54	4.50	968,889.46
16 December 2025	400,000	4.52	4.45	1,791,849.11
17 December 2025	426,000	4.51	4.44	1,912,800.87

APPENDIX II

EXPLANATORY STATEMENT

Date of Repurchase	No. of Shares repurchased by the Company	Price per Share		Aggregate consideration paid HK$
		Highest HK$	Lowest HK$
18 December 2025	424,000	4.52	4.47	1,906,030.74
19 December 2025	422,000	4.55	4.49	1,913,997.57
22 December 2025	424,000	4.61	4.49	1,935,771.94
23 December 2025	634,000	4.70	4.56	2,929,088.04
24 December 2025	160,000	4.68	4.57	739,058.21
29 December 2025	626,000	4.61	4.41	2,822,999.79
30 December 2025	836,000	4.51	4.40	3,728,124.80
31 December 2025	1,254,000	4.69	4.51	5,763,965.49
2 January 2026	208,000	4.65	4.44	939,577.73
5 January 2026	210,000	4.64	4.40	963,301.00
6 January 2026	210,000	4.65	4.59	973,275.81
7 January 2026	208,000	4.65	4.52	956,252.78
8 January 2026	208,000	4.63	4.55	959,233.41
9 January 2026	208,000	4.65	4.58	961,046.97
12 January 2026	414,000	4.64	4.48	1,876,053.69
13 January 2026	438,000	4.52	4.45	1,973,617.72
14 January 2026	430,000	4.56	4.41	1,930,288.00
15 January 2026	652,000	4.54	4.41	2,914,767.33

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date were as follows:

| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 4.580 | 3.890 |
| May | 4.650 | 4.070 |
| June | 4.500 | 3.907 |
| July | 5.030 | 4.200 |
| August | 5.360 | 4.700 |
| September | 5.110 | 4.610 |
| October | 5.050 | 4.460 |
| November | 4.970 | 4.330 |
| December | 4.710 | 4.340 |
| 2026 | | |
| January | 4.730 | 4.150 |
| February | 4.680 | 4.300 |
| March | 4.460 | 3.820 |
| April (up to and including the Latest Practicable Date) | 4.560 | 4.220 |

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The following are the Proposed Amendments. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the New Articles of Association. If the serial numbering of the clauses of the Articles of Association is changed due to the addition, deletion or re-arrangement of certain clauses made in these amendments, the serial numbering of the clauses of the Articles of Association as so amended shall be changed accordingly, including cross-references.

Provisions in the New Articles of Association (showing changes to the Articles of Association)

The regulations in Table A in the Schedule to the Companies Act (as defined in Article 2As-Revised) do not apply to the Company.
(1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD	MEANING
“Act”	the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor.
“address”	for the purposes of these Articles, “address” includes an electronic address unless the Act or the Listing Rules require a postal address.
“ASR Code”	the Code of Conduct for Approved Securities Registrars published by the SFC as amended from time to time.
“Central Clearing and Settlement System”	the Central Clearing and Settlement System operated by HKSCC.
“electronic communication”	a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other similar electron magnetic means in any form through any medium.

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APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

"Electronic System"
any system for holding and transferring securities in electronic form approved by applicable law or regulation or under the Securities and Futures Ordinance or the USM Rules, including but not limited to UNSRT System and any other clearing or settlement system.

"HKSCC"
the Hong Kong Securities Clearing Company Limited.

"HK Stock Exchange"
The Stock Exchange of Hong Kong Limited.

"Listing Rules"
the rules and regulations of the Designated Stock Exchange.

"Notice"
written notice unless otherwise specifically stated and as further defined in these Articles and, where the context so requires, shall include any other document (including any "corporate communication" and "actionable corporate communication" within the meaning ascribed thereto under the Listing Rules) or communication to be served, issued, or given by the Company under these Articles or pursuant to applicable laws and regulations, including the Listing Rules and/or the rules of the competent regulatory authority. For the avoidance of doubt, Notice may be provided in physical or electronic form.

"Register"
the principal register of Members and where applicable, any branch register of Members including any branch register maintained in Hong Kong to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time, and it shall include, where relevant, the register of holders as defined in the USM Rules.

"Securities and Futures Ordinance"
the Securities and Futures Ordinance, Cap. 571 of the laws of Hong Kong, as amended from time to time.

"SFC"
the Securities and Futures Commission of Hong Kong.

– 19 –

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

“treasury shares” shares repurchased and held by the Company in treasury as authorized by the Act which, for the purpose of these Articles, include shares repurchased by the Company and held or deposited in Central Clearing and Settlement System for sale on the HK Stock Exchange.

“Uncertificated” a share or other security of the Company that is not evidenced by a certificate and is recorded in the Register as being held in uncertificated form, including through Electronic System, UNSRT System, any other electronic system or clearing house.

“UNSRT System” an uncertificated securities registration and transfer system, and in relation to any shares or securities of the Company, a computer-based system, together with procedures and other facilities, that enables title to the shares and securities to be evidenced and transferred without an instrument and facilitates supplementary and incidental matters.

“USM Rules” the Securities and Futures (Uncertificated Securities Market) Rules (Cap. 571AS) made under the Securities and Futures Ordinance.

“year” a calendar year.

(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:

(a) ...
(b) ...
(c) ...
(d) ...
(e) ...

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, and including where the representation takes the form of electronic writing or display (such as digital documents or electronic communications), provided that both the mode of service of the relevant document or Notice and the Member's election comply with all applicable Statutes, rules and regulations;

(f) ...

(g) ...

(h) ...

(i) Section 8 and Section 19 of the Electronic Transactions Act-(2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles;

(j) references to the right of a Member to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities;

(kj) a reference to a meeting: (a) shall mean a meeting convened and held in any manner permitted by these Articles and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly, and (b) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 64E;

21 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(lk) references to a person’s participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;

(mf) references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise); and

(nm) where a Member is a corporation, any reference in these Articles to a Member shall, where the context requires, refer to a duly authorised representative of such Member;

(o) unless the context otherwise requires, any reference to “print”, “printed”, or “printed copy” and “printing” shall be deemed to include electronic versions or electronic copies;

(p) any reference to the term “place” within these Articles shall be construed as applicable only in contexts where a physical location is required or relevant. Any reference to a “place” for the delivery, receipt, or payment of monies, whether by the Company or by Members, shall not preclude the use of electronic means for such delivery, receipt, or payment. For the avoidance of doubt, references to a “place” in the context of meetings shall include physical, electronic, or hybrid meeting formats, as permitted by applicable laws and regulations. Notices of meetings, adjournments, postponements, or any other references to a “place” shall be interpreted to include virtual platforms or electronic means of communication where applicable. Where the term “place” is out of context, unnecessary, or not applicable, such reference shall be disregarded without affecting the validity or interpretation of the relevant provision; and

(q) all voting rights referred to in these Articles shall exclude the voting rights attached to treasury shares.

22 -

APPENDIX III PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

3.
(1) The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a par value of Hong Kong dollars 0.00001 each.

(2) Subject to the Act, the Company’s Memorandum and Articles of Association and, where applicable, the Listing Rules and/or the rules and regulations of any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the Act. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Act. Subject to the Act, the Listing Rules and/or the rules of any competent regulatory authority, the Company is further authorised to hold any repurchased, redeemed or surrendered shares as treasury shares without the need for a separate resolution of the Board for each instance.

(3) ...

(4) ...

(5) ...

Subject to the Act and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths of the voting rights of the members holding the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

(a) the necessary quorum (other than including at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly authorized representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class (excluding treasury shares) and at any adjourned meeting of such holders, two holders present in person or (in the case of a Member being a corporation) its duly authorized representative or by proxy (whatever the number of shares held by them) shall be a quorum; and

(b) ...

23 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Every person whose name is entered as a Member in the Register shall be entitled to hold their shares in Uncertificated form through the Electronic System, in compliance with the Listing Rules and other relevant regulations. The Company shall not be required to issue a certificate for any share held in Uncertificated form unless required by law or required by the holder of such share. A statement or confirmation from the relevant Electronic System or electronic Register shall be sufficient evidence of title to Uncertificated shares. Where Shares are held in certificated form, every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines. The Company shall comply with all applicable laws and regulations to facilitate the holding, transfer, and registration of its shares in Uncertificated form, including electronic processes for corporate actions, as required by the Uncertificated securities market regime of the HK Stock Exchange.
Where sShare certificates are issued, they shall be issued within the relevant-any time limit as prescribed by the Act, the ASR Code or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, if such a time limit is applicable, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.
(1) Upon every transfer of shares the certificate held by the transferor (if one has been issued) shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall upon request by the transferee be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him upon his request at the aforesaid fee payable by the transferor to the Company in respect thereof.

(2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine prescribed by the ASR Code provided that the Board may at any time determine a lower amount for such fee.

24 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Designated Stock Exchange may determine prescribed by the ASR Code to be the maximum fee payable or such lesser sum as the Board may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed.
(1) ...
(a) ...
(b) ...
(c) ...

(2) ...

(3) The Register may be maintained in electronic form and may reflect holdings in both certificated and Uncertificated form provided that it must be readily retrievable and capable of being printed or exported. The Company may integrate the Register with any Electronic System.

The Register and branch register of Members, as the case may be, shall be open to inspection for at least two (2) hours during business hours by Members and holders of Prescribed Securities (as defined in the USM Rules) without charge or by any other person, upon a maximum payment of Hong Kong dollars 2.50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with the Act or, if appropriate, upon a maximum payment of Hong Kong dollars 1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper or any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares. The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Members by ordinary resolution.
25 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Subject to the Act and all applicable laws and regulations, including the Securities and Futures Ordinance and USM Rules, transfers of shares may be effected in Uncertificated form through the Electronic System, including the UNSRT System, the Central Clearing and Settlement System, or any other system approved by the Designated Stock Exchange or the SFC, without the need for a written instrument of transfer in accordance with the rules and procedures of the Electronic System. The Company shall not be responsible for any delay or failure in the Electronic System unless caused by its own default. For certificated shares, the instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.
Without limiting the generality of the last preceding Article, the Board may decline to recognise any instrument of transfer unless:

(a) ...

(b) if applicable, the instrument of transfer is in respect of only one class of share;

(c) for certificated shares, the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Act or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

(d) ...

The registration of transfers of shares or of any class of shares may, after notice has been given by announcement or by electronic communication or by advertisement in any newspapers or by any other means in accordance with the requirements of any Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine. The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Members by ordinary resolution.
26 -

APPENDIX III PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(1) ...
(2) ...
(a) ...
(b) ...
(c) the Company, if so required by the Listing Rules, has given notice of its intention to sell such shares to, and caused advertisement both in daily newspaper and in a newspaper circulating in the area of the last known address of such Member or any person entitled to the share under Article 54 and where applicable, in each case in accordance with the requirements of, the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

(3) ...

An annual general meeting of the Company shall be held for in each financial year other than the financial year of the Company's adoption of these Articles and such annual general meeting must be held within six (6) months after the end of the Company's financial year (unless a longer period would not infringe the Listing Rules, if any).
The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Member(s) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company (excluding treasury shares) carrying the right of voting at general meetings of the Company, on a one vote per share basis, shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may convene a physical meeting at only one location which will be the Principal Meeting Place, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
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62.

If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and (where applicable) same place(s) or to such time and (where applicable) such place(s) and in such form and manner referred to in Article 57 as the chairman of the meeting (or in default, as the Board) may absolutely determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.

63.

(1) The chairman of the Company or if there is more than one chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman at a general meeting. If at any meeting no chairman, is present within fifteen (15) minutes after the time appointed for holding the meeting, or is willing to act as chairman, the deputy chairman of the Company or if there is more than one deputy chairman, any one of them as may be agreed amongst themselves or failing such agreement, any one of them elected by all the Directors present shall preside as chairman. If no chairman or deputy chairman is present or is willing to act as chairman of the meeting, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or by proxy and entitled to vote shall elect one of their number to be chairman of the meeting.

(2) If the chairman of a general meeting held in any form is participating in the general meeting using an electronic facility or facilities which is hereby permitted and becomes unable to participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with Article 63(1) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities.

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APPENDIX III PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Subject to Article 64C, the chairman may, with (without the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) or shall at the direction of the meeting, adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) the meeting shall determine, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ Notice of the adjourned meeting shall be given specifying the details set out in Article 59(2) but it shall not be necessary to specify in such Notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give Notice of an adjournment.

64A. (1) ...

(2) ...

(a) ...

(b) ...

(c) where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and:

(d) ...

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66.

(1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that in the case of a physical meeting, the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine.

(2) In the case of a physical meeting where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:

(a) ...

(b) ...

76.

The instrument appointing a proxy shall be in writing under the hand of the such form, including electronic or otherwise, as the Board may determine and in the absence of such determination, shall be in writing, which may include electronic writing, and signed by the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or signed by under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

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APPENDIX III PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

81.
(1) ...
(2) If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including, the right to speak and vote and, where a show of hands is allowed, the right to vote individually on a show of hands.

(3) ...

132.
(1) ...
(a) ...
(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate, variation, cancellation or notification was recorded by the Company;
(c) ...
(d) ...
(e) ...
(2) ...

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APPENDIX III PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

139.

Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders. For the avoidance of doubt, any dividend, interest, or other sum payable in cash may also be paid by electronic funds transfer on such terms and conditions as the Directors may determine.

151.

The requirement to send to a person referred to in Article 149 the documents referred to in that article or a summary financial report in accordance with Article 150 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Listing Rules, the Company publishes copies of the documents referred to in Article 149 and, if applicable, a summary financial report complying with Article 150, on the Company's computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company's obligation to send to him a copy of such documents.

158.

(1) Any Notice or document (including any "corporate communication" and "actionable corporate communication" within the meaning ascribed thereto under the Listing Rules), whether or not, to be given or issued under these Articles from the Company shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and, subject to compliance with the Listing Rules, any such Notice and document may be given or issued by the following means:

(a) ...

(b) ...

(d) ...

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 158(35); without the need for any additional consent or notification subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person;

(f) by publishing it on the Company’s website or the website of the Designated Stock Exchange without the need for any additional consent or notification website to which the relevant person may have access, subject to the Company complying with the Statutes and any other applicable laws, rules and regulations from time to time in force with regard to any requirements for the obtaining of consent (or deemed consent) from such person and/or giving notification to any such person stating that the notice, document or publication is available on the Company’s computer network website (a “notice of availability”); or

(g) ...

(2) The notice of availability may be given by any of the means set out above other than by posting it on a website.

(23) In the case of joint holders of a share all Notices shall be given to that one of the joint holders whose name stands first in the Register and Notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

(4) Every person who, by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which, previously to his name and address (including electronic address) being entered in the Register as the registered holder of such share, shall have been duly given to the person from whom he derives title to such share.

(35) Every Member or a person who is entitled to receive Notice from the Company under the provisions of the Statutes or these Articles may register with the Company an electronic address to which Notices can be served upon him.

(46) Subject to any applicable laws, rules and regulations and the terms of these Articles, any Notice, document or publication, including but not limited to the documents referred to in Articles 149, 150 and 158 may be given in the English language only or in both the English language and the Chinese language or, with the consent of or election by any member, in the Chinese language only to such Member.

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APPENDIX III PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Any Notice or other document:

(a) ...

(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice, documents or publication placed on either the Company’s website or the website of the Designated Stock Exchange, is deemed given or served by the Company to a Member on the day it first so appears on the relevant website, unless the Listing Rules specify a different date. In such cases, the deemed date of service shall be as provided or required by the Listing Rules following that on which a notice of availability is deemed served on the Member;

(c) if published on the Company’s website, shall be deemed to have been served on the day on which the notice, document or publication first so appears on the Company’s website to which the relevant person may have access or the day on which the notice of availability is deemed to have been served or delivered to such person under these Articles, whichever is later;

(cd) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and

(de) if published as an advertisement in a newspaper or other publication permitted under these Articles, shall be deemed to have been served on the day on which the advertisement first so appears.

(1) Any Notice or other document delivered or sent in any manner permitted by by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it via electronic means or through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the electronic or postal address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such electronic or postal an address has been so supplied) by giving the Notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

(3) ...

For the purposes of these Articles, a facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director or alternate Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director or alternate Director in the terms in which it is received. The signature to any Notice or document to be given by the Company may be written, printed or in electronic form.
(1) ...

(2) Unless otherwise provided by the Act, a resolution that the Company be wound up by the court or to be wound up voluntarily shall be a special resolution.

To the extent permitted by applicable law and unless otherwise restricted or prohibited by the Listing Rules, the Company shall:

(a) accept instructions from Members and its securities holders (including but not limited to dividend election instructions, payment choice instructions, responses to "corporate communication" and "actionable corporate communications" within the meaning ascribed thereto under the Listing Rules, and instructions regarding any meeting of the securities holders such as meeting attendance indications, proxy appointments, revocations, voting directions, and responses to corporate communications) transmitted by electronic means, in such manner and subject to reasonable authentication measures as the Board may from time to time determine; and

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APPENDIX III PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(b) pay any corporate action proceeds (including proceeds paid by the Company to Members and its securities holders in connection with its corporate actions, such as the distribution of dividends and other entitlements, refunds in respect of applications for, and/or (where applicable) excess applications in connection with, rights issues, open offers, and offers made to a specified group of such holders on a preferential basis; and payments in connection with takeovers and privatisations) by any electronic means, including through any payment system in Hong Kong operated by Hong Kong Interbank Clearing Limited for settling inter-bank payments on a real-time gross settlement basis, or by such other means as the Board considers appropriate.

168.

The Company shall comply with all applicable laws and regulations, including the Securities and Futures Ordinance and the USM Rules made under the Securities and Futures Ordinance, to facilitate the holding, transfer and registration of its shares or other prescribed securities in Uncertificated form through electronic means, including via the Electronic System, including UNSRT System or other systems approved by the SFC and the Designated Stock Exchange. The Company may adopt any technology, system, or method for the issuance, holding, and transfer of shares or securities, whether currently existing or developed in the future, provided such adoption complies with applicable law and regulations. The Company is authorised to take all reasonably practicable steps to support electronic communication with securities holders, including but not limited to electronic voting, proxy instructions and distribution of corporate action proceeds, and to maintain compatibility with the Uncertificated securities market regime. Any provisions in these Articles relating to the issuance, holding, or transfer of securities (including shares) or concerning share certificates shall be interpreted to permit compliance with such electronic processes and systems, to the extent permitted by the laws of the Cayman Islands.

36 -

NOTICE OF ANNUAL GENERAL MEETING

Greentown Service Group Co. Ltd.

綠城服務集團有限公司

(A company incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 2869)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Annual General Meeting”) of Greentown Service Group Co. Ltd. (the “Company”) will be held at 7F, Block B, Xixi International Center, No. 767 West Wenyi Road, Hangzhou, Zhejiang Province, the PRC on 18 June 2026 at 2:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2025 and the reports of the board (the "Board") of directors (the "Directors" and each a "Director") and auditor of the Company thereon.
(i) To declare a final dividend for the year ended 31 December 2025.
(ii) To declare a special dividend for the year ended 31 December 2025.
To re-elect the following retiring Directors:

(i) To re-elect Ms. Jin Keli as an executive Director.
(ii) To re-elect Mr. Poon Chiu Kwok as an independent non-executive Director.
(iii) To re-elect Mr. Wong Ka Yi as an independent non-executive Director.

To authorise the Board to fix the remuneration of all the Directors.
To re-appoint KPMG as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix its remuneration for the year ending 31 December 2026.
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NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

(A) “THAT:

(i) subject to paragraph (iii) below, 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 (which shall have the meaning ascribed to it under the Listing Rules (as defined hereinafter) 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 and/or options (including bonds, warrants and debentures convertible into Shares) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;

(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

(iii) the aggregate number of the Shares allotted or agreed conditionally or unconditionally to be allotted (including any sale or transfer of treasury Shares out of treasury) (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, 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

(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,

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NOTICE OF ANNUAL GENERAL MEETING

shall not exceed the aggregate of:

(a) 20% of the aggregate number of Shares (excluding any treasury Shares) as at the date of passing this resolution; or
(b) (the Board is so authorised by resolution numbered 6(C)) the aggregate nominal value of Shares repurchased by the Company subsequent to the passing of resolution numbered 6(B) (up to a maximum equivalent to 10% of the aggregate number of Shares (excluding any treasury Shares) as at the date of passing resolution numbered 6(B)),

and the approval shall be limited accordingly; and

(iv) for the purpose of this resolution:

(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(1) the conclusion of the next annual general meeting of the Company;
(2) 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
(3) the passing of an ordinary resolution by the shareholders of the Company (the “Shareholders”, each a “Shareholder”) in a general meeting revoking or varying the authority given to the Directors by this resolution; and

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

NOTICE OF ANNUAL GENERAL MEETING

(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 repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (and the Company may hold the Shares so repurchased in treasury) 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 Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), be and is hereby generally and unconditionally approved;

(ii) the aggregate value of the Shares to be repurchased pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the aggregate number of Shares (excluding any treasury Shares) 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 in general meeting revoking or varying the authority given to the Directors by this resolution.”

(C) “THAT conditional upon the resolutions numbered 6(A) and 6(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 new Shares (including any sale or transfer of treasury Shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the resolution numbered 6(A) set out in this notice be and is hereby extended by the addition to the aggregate nominal value of the issued Shares which may be allotted or agreed conditional or

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NOTICE OF ANNUAL GENERAL MEETING

unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of the issued Shares repurchased by the Company under the authority granted pursuant to resolution numbered 6(B) set out in this notice, provided that such extended amount shall represent up to 10% of the aggregate number of the issued Shares (excluding any treasury Shares) as at the date of passing of the said resolutions."

To consider and, if thought fit, pass the following resolution as special resolution:

SPECIAL RESOLUTION

“THAT:

(i) the existing second amended and restated articles of association of the Company (the “Existing Articles of Association”) be and is hereby amended in the manner as set out in Appendix III to the circular of the Company dated 23 April 2026 (the “Circular”);

(ii) the new third amended and restated articles of association of the Company (the “New Articles of Association”) in the form produced to the Annual General Meeting and marked “A” and initialed by the chairman of the Annual General Meeting for the purpose of identification, which consolidates all the proposed amendments mentioned in Appendix III to the Circular, be and is hereby approved and adopted as the articles of association of the Company, in substitution for and to the exclusion of the Existing Articles of Association, with immediate effect; and

(iii) any one Director or the company secretary of the Company be and is hereby authorised to do all things necessary to implement the amendments to the Existing Articles of Association and the adoption of the New Articles of Association.

By Order of the Board
Greentown Service Group Co. Ltd.
Yang Zhangfa
Chairman

23 April 2026

Notes:

(i) Resolution numbered 6(C) will be proposed to the Shareholders for approval provided that resolutions numbered 6(A) and 6(B) are passed by the Shareholders.

(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.

NOTICE OF ANNUAL GENERAL MEETING

(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 deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, 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 2:00 p.m. on 16 June 2026) or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude Shareholders 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, 15 June 2026 to Thursday, 18 June 2026, both days inclusive, in order to determine the eligibility of Shareholders to attend the above meeting, during which period no share transfers will be registered. Shareholders whose names appear on the register of members of the Company on Thursday, 18 June 2026 will be entitled to attend the above meeting. 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 Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 12 June 2026.

(vi) The register of members of the Company will be closed from Thursday, 25 June 2026 to Friday, 26 June 2026, both days inclusive, in order to determine the entitlement of Shareholders to receive the final dividend and the special dividend, during which period no share transfers will be registered. Shareholders whose names appear on the register of members of the Company on Friday, 26 June 2026 will be entitled to the final dividend and the special dividend. To qualify for the final dividend and the special dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 24 June 2026.

(vii) In respect of resolution numbered 3 above, Ms. Jin Keli, Mr. Poon Chiu Kwok and Mr. Wong Ka Yi shall retire 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 of the Company dated 23 April 2026.

(viii) In respect of the resolution numbered 6(A) above, the Directors wish to state that they have no immediate plans to issue any new Shares (including any sale or transfer of treasury Shares out of treasury) referred therein. Approval is being sought from the Shareholders as a general mandate for the purposes of the Listing Rules.

(ix) In respect of resolution numbered 6(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase Shares in circumstances which they deem appropriate and for the benefits of Shareholders. The explanatory statement containing the information necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own Shares, as required by the Listing Rules, is set out in Appendix II to the circular of the Company dated 23 April 2026.

(x) 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.

AI assistant

Greentown Service Group Co. Ltd. Proxy Solicitation & Information Statement 2026

50783_rns_2026-04-23_9bf975bd-8ae2-4297-b369-0ac1765e8cf0.pdf

Greentown Service Group Co. Ltd.

綠城服務集團有限公司

PROPOSALS FOR

Greentown Service Group Co. Ltd.

綠城服務集團有限公司

PROPOSALS FOR

INTRODUCTION

GENERAL MANDATE TO ISSUE SHARES

REPURCHASE MANDATE TO REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

DECLARATION OF A FINAL DIVIDEND AND A SPECIAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

NOTICE OF ANNUAL GENERAL MEETING

FORM OF PROXY

VOTING BY POLL

RECOMMENDATION

RESPONSIBILITY STATEMENT

EXECUTIVE DIRECTOR

INDEPENDENT NON-EXECUTIVE DIRECTORS

SHARE CAPITAL

REASONS FOR AND FUNDING OF REPURCHASES

STATUS OF REPURCHASED SHARES

GENERAL

TAKEOVERS CODE

SHARE REPURCHASE MADE BY THE COMPANY

SHARE PRICES

Provisions in the New Articles of Association (showing changes to the Articles of Association)

Greentown Service Group Co. Ltd.

綠城服務集團有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

AI assistant

Greentown Service Group Co. Ltd. — Proxy Solicitation & Information Statement 2026

50783_rns_2026-04-23_9bf975bd-8ae2-4297-b369-0ac1765e8cf0.pdf

Greentown Service Group Co. Ltd.

綠城服務集團有限公司

PROPOSALS FOR

Greentown Service Group Co. Ltd.

綠城服務集團有限公司

PROPOSALS FOR

INTRODUCTION

GENERAL MANDATE TO ISSUE SHARES

REPURCHASE MANDATE TO REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

DECLARATION OF A FINAL DIVIDEND AND A SPECIAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW ARTICLES OF ASSOCIATION

NOTICE OF ANNUAL GENERAL MEETING

FORM OF PROXY

VOTING BY POLL

RECOMMENDATION

RESPONSIBILITY STATEMENT

EXECUTIVE DIRECTOR

INDEPENDENT NON-EXECUTIVE DIRECTORS

SHARE CAPITAL

REASONS FOR AND FUNDING OF REPURCHASES

STATUS OF REPURCHASED SHARES

GENERAL

TAKEOVERS CODE

SHARE REPURCHASE MADE BY THE COMPANY

SHARE PRICES

Provisions in the New Articles of Association (showing changes to the Articles of Association)

Greentown Service Group Co. Ltd.

綠城服務集團有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

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Greentown Service Group Co. Ltd. Proxy Solicitation & Information Statement 2026