Lion Rock Group Limited — Proxy Solicitation & Information Statement 2026

Apr 23, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement

LION

ROCK

GROUP

LION ROCK GROUP LIMITED

獅子山集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock code: 1127)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the members of Lion Rock Group Limited (the "Company") will be held at 25th Floor, NEO, 123 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Tuesday, 19 May 2026 at 3:00 p.m. for the following purposes:-

Ordinary Business

1. To receive and adopt the audited financial statements and the reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 December 2025;

2. (A) (i) To re-elect Mr. Wong Sai Yeung, Colin as executive director;

(ii) To re-elect Mr. Wan Siu Kau as non-executive director;

(iii) To re-elect Mr. Ho Tai Wai, David as independent non-executive director; and

(iv) To re-elect Ms. Ng Cheuk Hei, Shirley as independent non-executive director;

(B) To authorise the remuneration committee to fix remuneration of executive directors for the year ending 31 December 2026;

(C)

(i) To approve the remuneration of Mr. Li Hoi, David, non-executive director, for the year ending 31 December 2026 at total remuneration, which includes fee, salaries and allowances and retirement benefit scheme contribution, of not exceeding HK$150,000;

(ii) To approve the remuneration of Mr. Guo Junsheng, non-executive director, for the year ending 31 December 2026 at total remuneration, which includes fee, salaries and allowances and retirement benefit scheme contribution, of not exceeding HK$150,000;

(iii) To approve the remuneration of Mr. Wan Siu Kau, non-executive director, for the year ending 31 December 2026 at total remuneration, which includes fee, salaries and allowances and retirement benefit scheme contribution, of not exceeding HK$150,000;

(iv) To approve the remuneration of Prof. Lee Hau Leung, lead independent non-executive director, for the year ending 31 December 2026 at total remuneration, which includes fee, salaries and allowances and retirement benefit scheme contribution, of not exceeding HK$270,000;

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(v) To approve the remuneration of Mr. Ho Tai Wai, David, independent non-executive director, for the year ending 31 December 2026 at total remuneration, which includes fee, salaries and allowances and retirement benefit scheme contribution, of not exceeding HK$492,000;

(vi) To approve the remuneration of Mr. Ng Siu On, independent non-executive director, for the year ending 31 December 2026 at total remuneration, which includes fee, salaries and allowances and retirement benefit scheme contribution, of not exceeding HK$240,000; and

(vii) To approve the remuneration of Ms. Ng Cheuk Hei, Shirley, independent non-executive director, for the year ending 31 December 2026 at total remuneration, which includes fee, salaries and allowances and retirement benefit scheme contribution, of not exceeding HK$240,000;

(D) To authorise the Board of Directors to fix remuneration of each newly appointed non-executive director, if any, for the year ending 31 December 2026 at total remuneration of not exceeding HK$240,000;

1. To re-appoint BDO Limited as the Company’s auditors and authorise the directors of the Company (the "Directors") to fix their remuneration;

Special Business

1. As special business, to consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:-

“THAT:-
(A) subject to paragraph (B) below, the general mandate to exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company pursuant to the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) to allot, issue and otherwise deal with Shares unissued or securities convertible into Shares or options, warrants or similar rights to subscribe for any Shares or such convertible securities or to make or grant offers, agreement and options which would or might require, whether during the continuance of this mandate or thereafter, securities to be issued, allotted or disposed of be and is hereby unconditionally approved;

(B) the aggregate nominal amount of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (A) above, otherwise than (i) on a Rights Issue (as defined below); or (ii) upon the exercise of any options granted under the share option scheme of the Company or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares; or (iii) as any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares and the issue of such warrants or other securities has previously been approved by shareholders of the Company, shall not exceed:

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(i) in the case of an allotment and issue of Shares for cash consideration, 5% of the aggregate nominal amount of the Shares in issue at the date of passing this resolution; and

(ii) in the case of an allotment and issue of Shares other than for cash consideration, 20% of the aggregate nominal amount of the Shares in issue at the date of passing this resolution (less the aggregate nominal amount of such Shares (if any) allotted and issued or to be allotted or issued pursuant to the general mandate granted pursuant to sub-paragraph (i) of this resolution), provided that, in any event, no Shares or other securities of the Company shall be issued by the Directors pursuant to the approval granted under this resolution (1) if the total number of Shares allotted and issued or to be allotted and issued upon the exercise of such other securities (for cash or otherwise) exceeds 20% of the aggregate amount of the Shares in issue at the date of passing this resolution or (2) if, in the case of allotment and issue of Shares for cash consideration, the subscription price of the Share (and if relevant, the issue price of the securities to which such Share relates) represents a discount of 5% or more to the Benchmarked Price (as hereinafter defined) of the Shares; and

(C) for the purpose of this resolution:

"Benchmarked Price" shall be a price which is the higher of:

(i) the closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on the date of signing of the agreement to which the transaction relates; and

(ii) the average closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange in the five trading days immediately prior to the earlier of:

(A) the date of signing of the agreement to which the allotment and issue of the Shares relate; or

(B) the date on which the relevant allotment and issue of the Shares are announced; or

(C) the date on which the price of the relevant Shares to be allotted and issued is fixed.

"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest 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 bye-laws of the Company, the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

"Rights Issue" means an offer of Shares, or offer or 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 on a fixed record date in proportion to their then holdings of 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).

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1. As special business, to consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:-

“THAT:-
(A) subject to paragraph (B) below, the general mandate to exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “SFC”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act 1981 of Bermuda and all other applicable laws in this regard, be and is hereby unconditionally approved;

(B) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (A) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the Shares in issue as at the date of the passing of this resolution; and

(C) for the purposes of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest 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 bye-laws of the Company, the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

1. To transact any other business of the Company.

By Order of the Board
Lau Chuk Kin
Chairman

Hong Kong, 24 April 2026

Principal Office:
Level 11 East Wing
NEO, 123 Hoi Bun Road
Kwun Tong
Kowloon
Hong Kong

Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda

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Notes:

1. The register of members of the Company will be closed from Thursday, 14 May 2026 to Tuesday, 19 May 2026, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the annual general meeting, all transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share register and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30p.m. on Wednesday, 13 May 2026.

2. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote in his instead and any member who is the holder of 2 or more shares in the Company is entitled to appoint more than one proxy to attend and vote in his stead. A proxy need not be a member of the Company.

3. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 3:00 p.m. on Sunday, 17 May 2026. Completion and return of the proxy form will not preclude you from attending the meeting should you so wish.

4. If tropical cyclone warning signal no. 8 or above, “extreme conditions” caused by super typhoons or a black rainstorm warning is in effect at any time after 10:00 a.m. on Tuesday, 19 May 2026, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

5. As at the date of this Notice, the Board comprises Lau Chuk Kin and Wong Sai Yeung, Colin as executive directors, Li Hoi, David, Guo Junsheng, Wan Siu Kau as non-executive directors, Lee Hau Leung, Ho Tai Wai, David, Ng Siu On and Ng Cheuk Hei, Shirley as independent non-executive directors.

*For identification only

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