Impro Precision Industries Limited — AGM Information 2026

Apr 17, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Impro Precision Industries Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

Impro

IMPRO PRECISION INDUSTRIES LIMITED

鷹普精密工業有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1286)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTS OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Impro Precision Industries Limited to be held at 24/F, Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 26 May 2026 at 9:00 a.m. or any adjournment thereof is set forth in Appendix III to 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 Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.improprecision.com).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of Impro Precision Industries Limited 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 practicable and in any event not later than 48 hours before the time appointed for holding the Annual General Meeting (i.e. not later than Sunday, 24 May 2026 at 9:00 a.m. (Hong Kong time)) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish.

17 April 2026

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CONTENTS

Page

DEFINITIONS ... 1 EXPECTED TIMETABLE ... 3 LETTER FROM THE BOARD ... 4 INTRODUCTION ... 4 RE-ELECTION OF RETIRING DIRECTORS ... 5 REPURCHASE MANDATE ... 5 ISSUE MANDATE ... 6 ANNUAL GENERAL MEETING ... 7 PROXY ARRANGEMENT ... 7 CLOSURE OF REGISTER OF MEMBERS ... 7 VOTING BY WAY OF A POLL ... 7 RECOMMENDATION ... 8 RESPONSIBILITY STATEMENT ... 8

APPENDIX I — INFORMATION OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING ... 9

APPENDIX II — EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE ... 13

APPENDIX III — NOTICE OF THE ANNUAL GENERAL MEETING ... 16

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DEFINITIONS

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

"Annual General Meeting" or "AGM" the annual general meeting of the Company to be held at 24/F, Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 26 May 2026 at 9:00 a.m. or any adjournment thereof;

"Articles" the existing articles of association of the Company;

"Board" the board of Directors;

"Companies Act" the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands;

"Company" Impro Precision Industries Limited (鷹普精密工業有限公司), a company incorporated in the Cayman Islands with limited liability, and the securities of which are listed on the main board of the Stock Exchange;

"Directors" the directors of the Company for the time being and from time to time;

"Group" the Company and its subsidiaries;

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

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

"Issue Mandate" the general mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with new Shares (including any sale or transfer of treasury Shares out of treasury) or to grant any offers, agreements or options which would or might require Shares to be issued, allotted or disposed of not exceeding 15% of the total number of the Shares in issue (excluding any treasury Shares) as of the date of passing the resolution approving the said mandate;

"Latest Practicable Date" 10 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

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

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DEFINITIONS

"Notice" the notice dated 17 April 2026 convening the Annual General Meeting as set forth in Appendix III to this circular;

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

"Register of Members" the register of members of the Company;

"Registrar" the branch share registrar in Hong Kong of the Company, Computershare Hong Kong Investor Services Limited of Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong;

"Repurchase Mandate" the general mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the total number of the Shares in issue (excluding any treasury Shares) as of the date of passing of the resolution approving the said mandate;

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

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

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

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"Takeovers Codes" The Codes on Takeovers and Mergers and Share Buy-backs; and

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

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EXPECTED TIMETABLE

Despatch of this circular and the Notice ... Friday, 17 April 2026

Latest time for lodging transfer forms of Shares to qualify for entitlements to attend and vote at the Annual General Meeting... 4:30 p.m. on Tuesday, 19 May 2026

Closure of Register of Members for purpose of Annual General Meeting (both dates inclusive)... from Wednesday, 20 May 2026 to Tuesday, 26 May 2026

Latest time for lodging forms of proxy for the Annual General Meeting (in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof)... before 9:00 a.m. on Sunday, 24 May 2026

Date and time of the Annual General Meeting ... 9:00 a.m. on Tuesday, 26 May 2026

Notes:

1. All dates and time set out in this circular refer to Hong Kong dates and time.
2. Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholder as and when appropriate and in accordance with the Listing Rules.

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LETTER FROM THE BOARD

Impro

IMPRO PRECISION INDUSTRIES LIMITED

鷹普精密工業有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1286)

Executive Directors:

Mr. LU Ruibo (Chairman and Chief Executive Officer)

Mr. YU Yuepeng

Ms. ZHU Liwei

Mr. WANG Dong

Independent non-executive Directors:

Dr. YEN Gordon

Mr. LEE Siu Ming

Mrs. CHOW Lok Mei Ki Cindy

Registered office:

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Headquarters and principal place of

business in Hong Kong:

Unit 803, Shui On Centre

6-8 Harbour Road

Wanchai, Hong Kong

Principal place of

business in China:

No. 18, Furong Road 5

Xishan Economy

Development Zone

Wuxi City

Jiangsu Province, PRC

17 April 2026

To the Shareholders

Dear Sir or Madam

PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED GRANTS OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you information on the following resolutions proposed to be tabled at the AGM, so as to enable you to make an informed decision on the resolutions at the AGM to be held on 26 May 2026.

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LETTER FROM THE BOARD

The resolutions include, among others, (i) the re-election of the retiring Directors, (ii) the grant of the Repurchase Mandate, (iii) the grant of the Issue Mandate and (iv) the extension of the Issue Mandate.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 83 and 84 of the Articles, Mr. LU Ruibo, Mr. WANG Dong and Mr. LEE Siu Ming will retire by rotation at the AGM and, being eligible, have offered themselves for re-election. Details of such retiring Directors are set forth in Appendix I to this circular.

Mr. LEE Siu Ming has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee has reviewed the composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skill and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and the Company's corporate strategy, and the independence of Mr. LEE Siu Ming. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid independent non-executive Director who is due to retire at the AGM. The Board accepted the recommendations made by the Nomination Committee and considers that Mr. LEE Siu Ming is independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Board, therefore, considers him to be independent and believes that he should be re-elected.

REPURCHASE MANDATE

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase Shares subject to the criteria set forth in this circular. In particular, you should note that the maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the total number of the Shares in issue (excluding any treasury Shares) as of the date of passing of the resolution, subject to the requirements of the Listing Rules. As of the Latest Practicable Date, the issued share capital of the Company comprised 1,887,285,665 fully paid up Shares. Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and on the basis that no Shares will be issued or bought back by the Company prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to buy back a maximum of 188,728,566 Shares.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement, which is set forth in Appendix II to this circular.

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LETTER FROM THE BOARD

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

For any treasury Shares deposited with Central Clearing and Settlement System used within the market system of Hong Kong Exchanges and Clearing Limited (“CCASS”), the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited 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.

ISSUE MANDATE

In order to give the Company the flexibility to issue new Shares when needed without seeking subsequent approval from the Shareholders, at the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to allot, issue and deal with new Shares (including any sale or transfer of treasury Shares out of treasury) or to grant any offers, agreements or options which would or might require Shares to be issued, allotted or disposed of, representing up to 15% of the total number of the Shares in issue (excluding any treasury Shares) as of the date of passing of the resolution. As of the Latest Practicable Date, the issued share capital of the Company comprised 1,887,285,665 fully paid up Shares, and the Company did not have any treasury Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date to the date of passing the aforesaid resolution, the maximum number of Shares which may be issued pursuant to the aforesaid general and unconditional mandate on the date of passing the aforesaid resolution will be 283,092,849 Shares.

Subject to the passing of the aforesaid ordinary resolutions of the Repurchase Mandate and the Issue Mandate, a separate ordinary resolution will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Issue Mandate by adding to it the number of Shares repurchased under the Repurchase Mandate, if granted.

The Repurchase Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders of the Company in a general meeting prior to the next annual general meeting of the Company.

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LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

A notice of the AGM is set forth in Appendix III to this circular. At the AGM, resolutions will be proposed to approve, inter alia, the re-election of the retiring Directors, the grant of the Repurchase Mandate, the grant of the Issue Mandate and the extension of the Issue Mandate. The AGM will be held at 24/F, Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 26 May 2026, at 9:00 a.m..

PROXY ARRANGEMENT

A form of proxy for the AGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, at the Registrar at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM (i.e. not later than Sunday, 24 May 2026 at 9:00 a.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

CLOSURE OF REGISTER OF MEMBERS

The Register of Members for the purpose of AGM will be closed from Wednesday, 20 May 2026 to Tuesday, 26 May 2026, both days inclusive, during which period no transfer of Shares will be registered in order to determine the entitlement to attend and vote at the AGM. All share transfers documents accompanied by the relevant share certificates, must be lodged with the Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 19 May 2026 for such purpose.

VOTING BY WAY OF A POLL

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, poll voting for all proposed resolutions of the Company will be proceeded with at the AGM.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized 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 use all his/her votes or cast all the votes he/she uses in the same way.

To the best of the Director's knowledge, information and belief having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the relevant resolutions to be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board is of the opinion that the proposed re-election of the retiring Directors, the grant of the Repurchase Mandate, the grant of the Issue Mandate and the extension of the Issue Mandate are in the best interest of the Company and the Shareholders as a whole and accordingly recommend all the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board

Impro Precision Industries Limited

LU Ruibo

Chairman

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APPENDIX I

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

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

Set forth below is a summary of the biographical information on the retiring Directors proposed to be re-elected at the AGM.

Executive Directors

Mr. LU Ruibo (陸瑞博), previously known as LU Jianqiu (陸建秋), aged 62, is an executive Director, the Chairman of our Board and our Chief Executive Officer. Mr. LU also currently serves as directors in subsidiaries of the Company, including Impro Holdings Limited, Impro International Limited, Impro Investment (Hong Kong) Limited, Impro Aerotek International Limited, Impro Fluidtek International Limited, Impro Industries Mexico, S. DE R.L. DE C.V., Impro Aerospace México, S. de R.L. de C.V. and Cengiz Makina Sanayi ve Ticaret A.S.. Mr. LU has over 40 years' experience in mechanical engineering and industrial engineering. Mr. LU is the founder of our Group. With his extensive experience in manufacturing industry, Mr. LU is responsible for formulating our overall business development strategies and overseeing our Group's overall operations. Prior to founding our Group in September 1998, Mr. LU worked at Jiangyin Bearing Factory (江陰市軸承廠), which then specialized in the manufacturing of bearing products, from May 1992 to July 1998, and Jiangyin Micro-Bearing Factory (江陰市微型軸承廠), which then specialized in the manufacturing of micro-bearing products, from September 1988 to May 1992, where he was respectively responsible for overseeing the production process. During the period between August 1984 and September 1988, Mr. LU served as a technician at Wuxi Textile Machinery Special Parts Plant (無錫紡織機械專件廠) (previously known as Wuxi Textile Machinery Research Institute (無錫紡織機械研究所), an entity in China engaged in the production of machine parts for textile, and thereby accumulated practical experience in managing the production process in manufacturing businesses.

Accumulated working experience equipped Mr. LU with the necessary management skills and industry experience in managing manufacturing businesses in China and overseas.

Mr. LU obtained a bachelor's degree in engineering, majoring in mechanical manufacturing processes and equipment, from Northeastern Heavy Machinery Institute (東北重型機械學院) (currently known as Yanshan University 燕山大學), the PRC, in July 1984. Mr. LU was appointed as an executive Director in March 2008. Mr. LU is the spouse of Ms. Wang Hui, Ina. Over the past three years, Mr. LU has not acted as a director in other listed companies.

Save as disclosed above, Mr. LU Ruibo has no relationship with any directors, senior management or substantial shareholders (as defined in the Listing Rules) or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. LU, was beneficially interested in 1,357,357,787 Shares and had spouse interest of 300,000 Shares, representing approximately $71.94%$ of the issued share capital of the Company in aggregate within the meaning of Part XV of the SFO.

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APPENDIX I

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

Mr. LU Ruibo has entered into a service agreement with the Company as an executive Director for a term of three years commencing from 15 June 2024, which may be terminated by either the Company or Mr. LU Ruibo by giving three months written notice or otherwise in accordance with the terms of the service agreement. Under the service agreement entered into between the Company and Mr. LU Ruibo, Mr. LU Ruibo is entitled to a guaranteed remuneration of US$472,000 per year in 2026, including the director's fee, other remuneration payable by members of the Group, and retirement benefits scheme contribution but excluding shared-based payments and discretionary bonus, if any, as determined by the remuneration committee of the Board with reference to the performance of the Group. The remuneration of Mr. LU Ruibo was determined having considered the experience, duties and responsibilities of Mr. LU Ruibo and the prevailing market rate of companies of comparable size and similar operation.

Mr. WANG Dong (王東), aged 50, is our executive Director and is responsible for the operations and sales support of Plant 2. Mr. WANG also currently serves as a director of Wuxi Impro-Bees Precision Hydraulics Co., Ltd. Mr. WANG has more than 20 years' experience in manufacturing of high-precision machining components and parts. Mr. WANG joined us in October 2001 and worked as the manager for production and logistics of Wuxi Impro-Bees Machinery Co., Ltd (now trading as Impro-Bees Hydraulics); the deputy general manager of Impro China; the deputy general manager of Impro Aerotek; the executive deputy general manager of Impro Yixing; the director of Impross Impeller and the executive director and general manager of Impro Taizhou. Before joining us, Mr. WANG served as a technician and an engineer at Wuxi Weifu Group Co., Ltd. (無錫威爭集團公司), a company engaged in the development, manufacturing and supply of components and parts for trucks, passenger cars, and construction machines, from July 1998 to July 2000, where he was responsible for product development.

Mr. WANG obtained a bachelor's degree in mechanical and electronic engineering from Xi'an University of Technology (西安理工大學), the PRC, in July 1998. Over the past three years, Mr. WANG has not acted as a director in other listed companies.

Saved as disclosed above, Mr. WANG has no relationship with any directors, senior management or substantial shareholders (as defined in the Listing Rules) or controlling shareholders of the Company.

Mr. WANG has entered into a service agreement with the Company as an executive Director for a term of three years commencing from 15 June 2024, which may be terminated by either the Company or Mr. WANG by giving three months written notice or otherwise in accordance with the terms of the service agreement. Under the service agreement entered into between the Company and Mr. WANG, Mr. WANG is entitled to a guaranteed remuneration of US$250,000 per year in 2026, including the director's fee, other remuneration payable by members of the Group and retirement benefits scheme contribution, but excluding shared-based payments and discretionary bonus, if any, as determined by the remuneration committee of the Board with reference to the performance of the Group. The remuneration of Mr. WANG was determined having considered the experience, duties and responsibilities of Mr. WANG and the prevailing market rate of companies of comparable size and similar operation.

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APPENDIX I

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

Independent Non-executive Director

Mr. LEE Siu Ming (李小明), aged 50, was appointed as our independent non-executive Director on 1 April 2019. Mr. LEE also serves as the chairman of the Remuneration Committee, a member of each of the Audit Committee, the Nomination Committee and the Sustainability Committee. Mr. LEE has been the managing director and head of corporate coverage in Hong Kong of Natixis since June 2022. Mr. LEE was the chief strategy officer and head of capital markets/corporate finance of VPower Group International Holdings Limited (a company listed on the Stock Exchange, stock code: 1608) between April 2017 and May 2022. Mr. LEE has over 20 years of experience in investment banking and asset management, and worked at a number of investment banking institutions in Hong Kong such as BOCI Asia Limited, Morgan Stanley Asia Limited, Deutsche Bank AG, Hong Kong Branch, and BNP Paribas Peregrine Capital Limited from 1999 to 2016, where he participated in leading corporate finance and capital markets transactions.

Mr. LEE obtained a master's degree of business administration and a bachelor's degree of business administration from University of Wisconsin — Madison, the United States, in December 1997 and May 1997, respectively. In addition, Mr. LEE has obtained the Chartered Financial Analyst certification from the CFA Institute since May 2001.

Saved as disclosed above, Mr. LEE has no relationship with any directors, senior management or substantial shareholders (as defined in the Listing Rules) or Controlling Shareholders of the Company.

Mr. LEE has entered into a letter of appointment with the Company as an independent non-executive Director for a term of three years commencing from 1 April 2025, and shall continue thereafter unless and until terminated by either the Company or Mr. LEE by giving one month written notice and subject to retirement by rotation and re-election at an annual general meeting of the Company. Under the letter of appointment entered into between the Company and Mr. LEE, Mr. LEE is entitled to a remuneration of HK$320,000 per year in 2026, payable on a quarterly basis. The remuneration of Mr. LEE was determined having considered the experience, duties and responsibilities of Mr. LEE and the prevailing market rate of companies of comparable size and similar operation.

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APPENDIX I

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

POLICY ON DIRECTORS' EMOLUMENTS

The emoluments for the Directors are determined with reference to salaries paid by comparable companies, the Directors' experience and responsibilities as well as performance of the Group. In addition to the fees, salaries, other allowances, benefits in kind or bonuses, the Company has conditionally adopted a share option scheme pursuant to which the participants, including the Directors, may be granted options to subscribe for the Shares.

OTHER INFORMATION

Save as disclosed above, there are no other matters concerning the retiring Directors proposed to be re-elected that need to be brought to the attention of the Shareholders in relation to their re-election and there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

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APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This appendix contains particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM in relation to the Repurchase Mandate.

PROPOSED SHARE REPURCHASE MANDATE

It is proposed that the Directors be granted the Repurchase Mandate such that they may exercise the powers of the Company to repurchase up to 10% of the total number of the Shares in issue (excluding any treasury Shares) as of the date of passing of the relevant resolution. As of the Latest Practicable Date, the total number of Shares in issue was 1,887,285,665 Shares and they were all fully paid up, and the Company did not have any treasury Shares. Accordingly, the exercise of the Repurchase Mandate in full (being the repurchase of 10% of the total number of the Shares in issue as of the date of the passing of the resolution to approve the Repurchase Mandate) would enable the Company to repurchase a maximum of 188,728,566 Shares (assuming no Share is issued or repurchased after the Latest Practicable Date and up to the date of the AGM).

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

For any treasury Shares deposited with Central Clearing and Settlement System used within the market system of Hong Kong Exchanges and Clearing Limited ("CCASS"), the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited 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.

REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase Shares, the Directors believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchase may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value for each Share and/or earnings for each Share. The Directors would only make such purchases in circumstances where they consider them to be in the best interests of the Company.

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APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

FUNDING OF REPURCHASE

In making repurchase, the Company proposes to apply funds legally available for such purpose in accordance with its memorandum of association of the Company, the Articles, the Listing Rules and the Companies Act. Under the Companies Act, Shares repurchased by the Company may only be paid out of profits or out of the proceeds of a fresh issue of Shares made for the purpose, or, subject to the Companies Act, out of capital. Any premium payable on share repurchase may only be paid out of profits of the Company or out of the Company's share premium account, or, subject to the Companies Act, out of capital.

IMPACT OF REPURCHASE

On the basis of the consolidated financial position of the Company as of 31 December 2025 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there might be a material adverse impact on the working capital position and the gearing position of the Company in the event that the Repurchase Mandate was to be exercised in full. No repurchase would be made by the Company in circumstances that would have a material adverse impact on the working capital position or gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements).

SHARE PRICE

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

Month	Price Per Share
	Highest HK$	Lowest HK$
2025
April	3.18	1.92
May	2.75	2.33
June	3.05	2.42
July	3.42	2.90
August	4.18	2.92
September	4.46	3.30
October	5.18	4.06
November	6.35	4.79
December	5.40	4.50
2026
January	7.17	4.83
February	8.83	6.33
March	9.01	7.14
April (up to the Latest Practicable Date)	9.25	7.93

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APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

UNDERTAKING

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention to sell any Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

As of the Latest Practicable Date, none of the core connected persons (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell his/her/its Shares to the Company, nor has he/she/it undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles and the Companies Act.

The Directors confirmed that neither this explanatory statement nor the proposed Repurchase Mandate has any unusual features.

TAKEOVERS CODES

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Code.

As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. LU Ruibo was deemed to be interested in 1,357,657,787 Shares, representing approximately 71.94% of the aggregate number of Shares in issue through corporate interests in Impro Development Limited, beneficial interests and spouse interests. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the proposed Repurchase Mandate, then (if the present shareholdings otherwise remained the same) the shareholding of Mr. LU in the Company will be increased to approximately 79.93% of the aggregate number of Shares in issue. Accordingly, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the proposed Repurchase Mandate and the Directors have no present intention to exercise the power to repurchase shares pursuant to the Repurchase Mandate to such extent that an obligation to make a mandatory offer under the Takeover Code may arise. In addition, the Company will not repurchase Shares to such extent as to result in the number of Shares held by the public being reduced to less than 25%.

SHARE REPURCHASE MADE BY THE COMPANY

During the six months immediately preceding the Latest Practicable Date, there was no repurchase of its Shares made by the Company (whether on the Stock Exchange or otherwise).

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APPENDIX III

NOTICE OF THE ANNUAL GENERAL MEETING

Impro

IMPRO PRECISION INDUSTRIES LIMITED

鷹普精密工業有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1286)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the AGM of Impro Precision Industries Limited (the "Company") will be held at 24/F, Centre I, 18 Harcourt Road, Admiralty, Hong Kong on Tuesday, 26 May 2026 at 9:00 a.m. for the following purposes:

1. To receive and adopt the audited financial statements and the reports of the directors (the "Director(s)") of the Company and the auditors (the "Auditors") of the Company for the year ended 31 December 2025.

2. (A) (i) To re-elect Mr. LU Ruibo as an executive Director;

(ii) To re-elect Mr. WANG Dong as an executive Director; and

(iii) To re-elect Mr. LEE Siu Ming as an independent non-executive Director.

(B) To authorise the board (the "Board") of Directors to determine the remuneration of the directors.

1. To re-appoint the Auditors and authorise the Board to fix their remuneration.

2. To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:

4A. "THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (e) below) of all the powers of the Company to repurchase issued shares of the Company of HK$0.10 each (the "Shares") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, the memorandum and articles of association of the Company (the "Articles") and requirements of The Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time be and is hereby generally and unconditionally approved;

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APPENDIX III

NOTICE OF THE ANNUAL GENERAL MEETING

(b) the approval in paragraph (a) shall be in addition to any other authorisations given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its Shares at a price determined by the Directors;

(c) the number of Shares to be repurchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the Shares in issue (excluding any treasury Shares) as of the date of passing of this resolution, and the said approval shall be limited accordingly;

(d) subject to the passing of each of paragraph (a), (b) and (c) of this resolution, any prior approvals of this kind referred to in paragraphs (a), (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

(e) for the purpose of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company; or

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

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

4B. “THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (e) below) of all the powers of the Company to allot, issue and otherwise deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) or securities convertible into Shares or options, warrants or similar rights to subscribe for Shares or such convertible securities and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

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APPENDIX III

NOTICE OF THE ANNUAL GENERAL MEETING

(b) the approval in paragraph (a) above, shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants, debentures and other securities convertible into Shares) and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of the Shares allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a rights issue (as defined in paragraph (e) below), or (ii) the exercise of any options granted under the share option schemes or similar arrangement for the time being adopted or to be adopted for the grant or issue to officers and/or employees of the Company and/or its subsidiaries, of options to subscribe for, or rights to acquire Shares of the Company approved by the Stock Exchange, or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Articles, shall not exceed 15% of the total number of the Shares in issue (excluding any treasury Shares) as of the date of passing of this resolution, and the said approval shall be limited accordingly;

(d) subject to the passing of each of paragraph (a), (b) and (c) of this resolution, any prior approvals of this kind referred to in paragraphs (a), (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

(e) for the purpose of this resolution:

“Relevant Period” shall have the same meaning as ascribed to it under the resolution set forth in paragraph 4A(e) above; and

“Rights issue” means the allotment, issue or grant of Shares pursuant to an offer open for a period fixed by the Directors to holders of the Shares or any class of shares thereof on the register of members on a fixed record date in proportion to their then holdings of such Shares or of such class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

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APPENDIX III

NOTICE OF THE ANNUAL GENERAL MEETING

4C. "THAT:

conditional upon the passing of resolutions Nos. 4A and 4B as set out in the notice of this meeting, the general mandate granted to the Directors pursuant to resolution 4B be and is hereby extended by the addition of the aggregate number of Shares repurchased by the Company under the authority granted pursuant to the resolution No. 4A above, PROVIDED THAT such additional number of Shares shall not exceed 10 per cent. of the total number of the Shares in issue (excluding any treasury Shares) as of the date of passing of this resolution."

By Order of the Board Impro Precision Industries Limited LU Ruibo Chairman

Hong Kong, 17 April 2026

Notes:

(1) A form of proxy for the AGM of the Company to be held on Tuesday, 26 May 2026 is enclosed.

(2) Any member entitled to attend and vote at the AGM of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the AGM of the Company. A proxy need not be a member of the Company.

(3) In order to be valid, the form of proxy completed in accordance with the instructions set out therein, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy of that power or authority) must be deposited to the Company's branch share registrar in Hong Kong, 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 appointed for holding the AGM of the Company (i.e. not later than Sunday, 24 May 2026 at 9:00 a.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM of the Company or any adjournment thereof should you so wish.

(4) In case of joint holders of any Share, any one of such joint holders may vote at the AGM of the Company, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting in person or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of such Share shall alone be entitled to vote in respect thereof.

(5) The register of members of the Company will be closed from Wednesday, 20 May 2026 to Tuesday, 26 May 2026, both days inclusive, during which period no transfer of Shares will be registered in order to determine the entitlement to attend and vote at the AGM of the Company. All share transfers documents accompanied by the relevant share certificates, must be lodged with the Company's branch 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 for registration not later than 4:30 p.m. on Tuesday, 19 May 2026 for such purpose.

(6) A circular containing, inter alia, details of the proposed general mandates to issue and repurchase Shares of the Company and information of the retiring Directors of the Company who are proposed to be re-elected at the AGM will be despatched to the shareholders of the Company on 17 April 2026.

(7) As of the date of this notice, the executive Directors are Mr. LU Ruibo (Chairman and Chief Executive Officer), Mr. YU Yuepeng, Ms. ZHU Liwei and Mr. WANG Dong; and the independent non-executive Directors are Dr. YEN Gordon, Mr. LEE Siu Ming and Mrs. CHOW Lok Mei Ki Cindy.