KLN Logistics Group Limited — Proxy Solicitation & Information Statement 2025

Jul 17, 2025

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

Vitasoy International Holdings Ltd.

維他奶國際集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 345)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of Vitasoy International Holdings Ltd. (the "Company") will be held at Chatham Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 25th August, 2025 at 11:00 a.m. for the following purposes:

1. To receive and adopt the audited Financial Statements and the Reports of the Directors and Auditors for the year ended 31st March, 2025;
2. To approve the payment of a final dividend in respect of the year ended 31st March, 2025;
3. (a) To re-elect Mr. Winston Yau-lai LO as an Executive Director;
   (b) To re-elect Mr. Paul Jeremy BROUGH as an Independent Non-executive Director;
   (c) To re-elect Dr. Roy Chi-ping CHUNG as an Independent Non-executive Director;
   (d) To re-elect Ms. Wendy Wen-yee YUNG as an Independent Non-executive Director;
   (e) To determine the remuneration of the Directors;
4. To appoint Auditors and authorise the Directors to fix Auditors' remuneration;
5. As special business, to consider and, if thought fit, to pass with or without amendments, the following resolutions as Ordinary Resolutions:

A. "THAT there be granted to the Directors of the Company an unconditional general mandate to issue, allot and deal with additional shares of the Company ("Shares") (including any sale or transfer of treasury Shares (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) (the "treasury Shares") out of treasury), and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:

(a) such mandate shall not extend beyond the Relevant Period (as defined below) save that the Directors of the Company may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(b) the aggregate number of Shares of the Company allotted (including any sale or transfer of treasury Shares out of treasury) or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) (including any sale or transfer of treasury Shares out of treasury) by the Directors of the Company otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; and (iii) an issue of Shares pursuant to the

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exercise of any options which may be granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares, shall not exceed the aggregate of (aa) 10 per cent of the aggregate number of Shares of the Company in issue (excluding treasury Shares, if any) at the date of passing this resolution plus (bb) (if the Directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of Shares of the Company bought-back by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent of the aggregate number of Shares of the Company in issue (excluding treasury Shares, if any) at the date of passing this resolution), and the said approval shall be limited accordingly; and

(c) for the purposes of this resolution:

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

(i) the conclusion of the next AGM;

(ii) the expiration of the period within which the next AGM is required by the articles of association of the Company or any applicable laws to be held; and

(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in General Meeting.

“Rights Issue” means an offer of Shares open for a period fixed by the Directors of the Company made to holders of Shares on the Register of the Company on a fixed record date in proportion to their then holdings of Shares subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligation under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong.”

B. “THAT there be granted to the Directors of the Company an unconditional general mandate to buy-back Shares, and THAT the exercise by the Directors of the Company of all powers of the Company to purchase Shares subject to and in accordance with all applicable laws, rules and regulations be and is hereby generally and unconditionally approved, subject to the following conditions:

(a) such mandate shall not extend beyond the Relevant Period (which shall have the same meaning for the purpose of this resolution, mutatis mutandis, as given in paragraph (c) of Resolution 5A set out in the Notice of AGM);

(b) such mandate shall authorise the Directors of the Company to procure the Company to buy-back Shares at such prices as the Directors of the Company may at their discretion determine; and

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(c) the aggregate number of Shares bought-back or agreed to be bought-back by the Company pursuant to paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent of the aggregate number of Shares of the Company in issue (excluding treasury Shares, if any) at the date of passing of this resolution and the said approval shall be limited accordingly."

C. "THAT, conditional upon the passing of Resolutions 5A and 5B set out in the Notice of AGM, the aggregate number of Shares which are bought-back by the Company pursuant to and in accordance with Resolution 5B set out in the Notice of AGM shall be added to the aggregate number of Shares which may be allotted (including any sale or transfer of treasury Shares out of treasury) or agreed, conditionally or unconditionally, to be allotted (including any sale or transfer of treasury Shares out of treasury) by the Directors of the Company pursuant to and in accordance with Resolution 5A set out in the Notice of AGM."

D. "THAT the grant of share options to subscribe for 1,326,000 Shares at an exercise price of HK$9.25 per Share to Mr. Winston Yau-lai LO, the Executive Chairman and substantial shareholder of the Company, subject to and in accordance with the terms and conditions of the grant and the share option scheme adopted by the Company on 30th August, 2022, be and is hereby approved; and THAT any director or the Company Secretary of the Company be and is hereby authorised to do all such acts and execute all such documents as may be necessary or expedient to give full effect to such grant of options."

1. As special business, to consider and, if thought fit, to pass with or without amendments, the following resolutions as a Special Resolution:

"THAT the amended articles of association of the Company (incorporating and consolidating the proposed amendments to the existing articles of association of the Company, the details of which are set out in Appendix II to the circular of the Company dated 18th July, 2025 of which this Notice forms part) (the "New Articles"), a copy of which is tabled at this meeting and marked "A" and initialed by the chairman of this meeting for identification purpose, be and is hereby approved and adopted as the new articles of association of the Company, in substitution for, and to the exclusion of, the existing articles of association of the Company with immediate effect after the close of this meeting, and THAT any Director or the Company Secretary of the Company be and is hereby authorized to do all such acts and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion deemed necessary or expedient to give full effect to the adoption of the New Articles."

By Order of the Board

Carrie Yee Kwan SO

Company Secretary

Hong Kong, 18th July, 2025

Notes:

1. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.

2. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited with the Company's Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, or the Registered Office of the Company at No. 1 Kin Wong Street, Tuen Mun, New Territories, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the appointed time for holding the AGM (i.e. not later than 11:00 a.m. on Friday, 22nd August, 2025) or any adjournment hereof (as the case may be).

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1. The register of members of the Company will be closed as follows:

(a) For determining eligibility to attend and vote at the AGM:

• Latest time to lodge transfer documents for registration with the Company's Share Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . At 4:30 p.m. on 19th August, 2025
• Closure of the Company's Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20th August, 2025 to 25th August, 2025 (both dates inclusive)
• Record date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25th August, 2025

(b) For determining entitlement to the proposed final dividend:

• Latest time to lodge transfer documents for registration with the Company's Share Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . At 4:30 p.m. on 1st September, 2025
• Closure of the Company's Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2nd September, 2025 to 3rd September, 2025 (both dates inclusive)
• Record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3rd September, 2025

During the above closure periods, no transfer of shares will be registered. To be eligible to attend and vote at the AGM, and/or to qualify for the proposed final dividend, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's Share Registrar, Computershare Hong Kong Investor Services Limited of Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than the aforementioned latest time.

1. In relation to proposed Resolution 5A above, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. The Directors have no immediate plans to issue (or sell or transfer out of treasury) any new shares other than shares which may fall to be issued under the rules of the share option scheme and the share award scheme adopted by the Company.

2. In relation to proposed Resolution 5B above, the Directors wish to state that they will exercise the powers conferred thereby to buy-back shares in circumstances as and when they deem appropriate for the benefit of the Shareholders of the Company. An explanatory statement containing the information necessary to enable the Shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular dated 18th July, 2025.

3. The proposed Resolution 5D above is subject to approval of independent Shareholders of the Company at this annual general meeting. Further details please refer to the Company's circular dated 18th July, 2025.

4. If a Black Rainstorm Warning Signal, a Tropical Cyclone Warning Signal no.8 or above, or "extreme conditions" caused by a super typhoon announced by the Hong Kong Government is/are in force in Hong Kong at 7:00 a.m. on the day of the AGM, then the AGM will be adjourned. The shareholders will be informed of the date, time and venue of the adjourned meeting by a supplementary notice to be published on the websites of the Stock Exchange and the Company.

The AGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the AGM under bad weather conditions bearing in mind their own situations and, if they do so, they are advised to exercise care and caution.

As at the date of this notice, Mr. Winston Yau-lai LO, Mr. Roberto GUIDETTI and Mr. Eugene LYE are executive directors. Ms. Yvonne Mo-ling LO, Mr. Peter Tak-shing LO and Ms. May LO are non-executive directors. Mr. Anthony John Liddell NIGHTINGALE, Mr. Paul Jeremy BROUGH, Dr. Roy Chi-ping CHUNG and Ms. Wendy Wen-yee YUNG are independent non-executive directors.

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