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Lever Style Corporation Proxy Solicitation & Information Statement 2026

Mar 17, 2026

49867_rns_2026-03-17_c8a912af-0ba5-4eb2-858c-4c53e70c2525.pdf

Proxy Solicitation & Information Statement

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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.

leverstyle

Lever Style Corporation

利華控股集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1346)

NOTICE OF 2026 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Annual General Meeting”) of Lever Style Corporation (the “Company”) will be held at 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong and by way of physical and electronic means on Thursday, 9 April 2026 at 2:00 p.m. for the following purposes:

  1. To receive and consider the audited financial statements and the directors’ report and auditors’ report for the year ended 31 December 2025.

  2. To declare a final dividend of HK7.0 cents per ordinary share of HK$0.01 each in the Company for the year ended 31 December 2025.

  3. To consider and approve, each as a separate resolution, if thought fit, the following resolutions:

(a) to re-elect Mr. SEE Tak Wah as a director.

(b) to re-elect Mr. ANDERSEN Dee Allen as a director.

(c) to re-elect Ms. KESEBI Lale as a director.

  1. To authorize the board of directors to fix the director’s remuneration.

  2. To re-appoint Ernst & Young as auditors of the Company and authorise the board of directors to fix their remuneration.

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  1. As special businesses, to consider and, if thought fit, pass the following resolution as ordinary resolution:

“THAT:

(a) subject to paragraph (b) below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase shares in the capital of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of shares of the Company which may be purchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

(c) for the purpose 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 annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company (the “Articles”) or any applicable law to be held; and

(iii) the revocation or variation of authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

  1. As special businesses, to consider and, if thought fit, pass the following resolution as ordinary resolution:

“THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, and debentures convertible into shares of the Company) which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;


(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds, and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);

(c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); (2) an issue of shares as scrip dividends pursuant to the Articles (as hereinafter defined); (3) an issue of shares by the exercise of options granted under the share option scheme of the Company; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrant of the Company or any securities which are convertible into shares in the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

(d) for the purpose 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 annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company (the “Articles”) or any applicable law to be held; and

(iii) the revocation or variation of authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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 any recognised regulatory body or any stock exchange, in any territory outside Hong Kong applicable to the Company).

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  1. As special businesses, to consider and, if thought fit, pass the following resolution as ordinary resolution:

“THAT conditional upon the resolutions numbered 6 and 7 above being passed, the aggregate nominal amount of shares in the capital of the Company which is purchased by the Company under the authority granted to the Directors by resolution numbered 6 (up to a maximum of 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of such Resolution) shall be added to the aggregate nominal amount of shares in the capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution numbered 7 above.”

By Order of the Board
Lever Style Corporation
LEE Yiu Ming
Company Secretary

Hong Kong, 17 March 2026

Notes:

  1. In order to be valid, a proxy form 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 at the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending physically at the Annual General Meeting or any adjournment thereof if you so wish.

  2. The register of members of the Company will be closed from Wednesday, 1 April 2026 to Thursday, 9 April 2026, both days inclusive, during which no transfer of shares will be registered, for the purpose of ascertaining Shareholders’ entitlement to attend and vote at the forthcoming Annual General Meeting. In order to qualify for attending and voting at the forthcoming Annual General Meeting, all transfer documents accompanied by the relevant share certificate must be lodged with the Company’s Hong Kong share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Tuesday, 31 March 2026. The record date for entitlement to the Annual General Meeting will be Thursday, 9 April 2026.

  3. The register of members of the Company will be closed from Thursday, 16 April 2026 to Friday, 17 April 2026, both days inclusive, during which no transfer of shares will be registered, for the purpose of ascertaining Shareholders’ entitlement to the proposed final dividend as set out in the announcement of the Company dated 12 February 2026. In order to qualify for the proposed final dividend, all transfers documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, 15 April 2026. The record date for entitlement to the proposed final dividend will be Friday, 17 April 2026. The payment date of the proposed final dividend will be Friday, 24 April 2026.

  4. Shareholders may exercise their voting rights at the Annual General Meeting via proxy voting. If Shareholders (whether individuals or corporates) wish to exercise their votes, they may submit a proxy form to appoint the Chairman of the Annual General Meeting to vote on their behalf.

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  1. Completed proxy forms should be received by the Company's Hong Kong share registrar, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the Annual General Meeting or any adjourned meeting thereof. The proxy form can be downloaded from the "Investor Relations" section of the Company's website at www.leverstyle.com or the website of the Stock Exchange at www.hkexnews.hk.

  2. Where shareholders (whether individual or corporate) appoint the Chairman of the Annual General Meeting as their proxy, they must give specific instructions as to voting, or abstentions from voting, in respect of a resolution in the proxy form, failing which the appointment of the Chairman of the Annual General Meeting as proxy for that resolution will be treated as invalid.

As at the date of this notice, the Board comprises (i) Mr. SZETO Chi Yan Stanley (Chairman), Mr. TAN William and Mr. LEE Yiu Ming as executive Directors; and (ii) Mr. SEE Tak Wah, Mr. ANDERSEN Dee Allen, Ms. KESEBI Lale, and Mr. LIU Gary as the independent non-executive Directors.

The electronic version of this notice will be published on the website of the Stock Exchange of Hong Kong Limited (www.hkex.com.hk) and the website of the Company (www.leverstyle.com).

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