THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, 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 of Litu Holdings Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the 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.

LITU HOLDINGS LIMITED

力圖控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1008)

MAJOR TRANSACTION: ACQUISITION OF PROPERTY

Capitalised terms used on this cover shall have the same meanings as those defined in this circular, unless the context requires otherwise. A letter from the Board is set out on pages 4 to 12 of this circular.

The Company has obtained written Shareholders' approval for the Provisional Agreement and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules from a closely allied group of Shareholders together holding more than 50% of the voting rights at a general meeting to approve the Provisional Agreement and the transactions contemplated thereunder. Accordingly, no Shareholders' meeting will be held to approve the Provisional Agreement and the transactions contemplated thereunder pursuant to Rule 14.44 of the Listing Rules. This circular is being despatched to the Shareholders for information only.

26 May 2025

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I — Financial information of the Group ... I-1
APPENDIX II — Unaudited pro forma statement of assets and liabilities
of the Group ... II-1
APPENDIX III — Valuation report of the Properties ... III-1
APPENDIX IV — Statutory and general information ... IV-1

DEFINITIONS

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

“Acquisition”
the proposed acquisition of the Properties by the Purchaser from the Vendors pursuant to the Provisional Agreement and the Formal Agreement

“Announcement”
the announcement of the Company dated 25 March 2025 in relation to the Acquisition

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

“Board”
the board of Directors

“Company”
Litu Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange (stock code: 1008)

“connected person(s)”
has the meaning ascribed to it under the Listing Rules

“controlling shareholder(s)”
has the meaning ascribed to it under the Listing Rules

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

“Formal Agreement”
the Formal Agreement dated 17 April 2025 and entered into between the Vendors and the Purchaser in relation to the sale and purchase of Properties

“Group”
the Company and its subsidiaries

“Hong Kong”
Hong Kong Special Administrative Region of the People’s Republic of China

“Independent Third Party(ies)”
person(s) who is not a connected person of the Company pursuant to Chapter 14A of the Listing Rules

“Latest Practicable Date”
23 May 2025 being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange

“PRC”
the People’s Republic of China, which for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Properties”
collectively, Vendor A’s Property, Vendor B’s Property and Vendor C’s Property

– 1 –

DEFINITIONS

“Provisional Agreement” the restated provisional agreement for sale and purchase dated 24 March 2025 and entered into between the Vendors and the Purchaser in relation to the sale and purchase of Properties

“Purchaser” (i) Gold In Properties Limited (創金置業有限公司); (ii) Sky Union Properties Limited (天聯置業有限公司); and (iii) Profit Rich Management Limited (利富管理有限公司), all being companies incorporated in Hong Kong with limited liability and wholly-owned subsidiaries of the Company

“Share(s)” ordinary share(s) of HK$0.005 each in the share capital of the Company

“Shareholder(s)” holder(s) of Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Valuer” Vincorn Consulting and Appraisal Limited, the independent valuer engaged by the Company

“Vendor A” Winland Centre Limited (永倫中心有限公司), a company incorporated in Hong Kong with limited liability and the registered owner of Vendor A’s Property

“Vendor A’s Property” Shop B on G/F Kam Chung Building, Nos. 52–58 Jaffe Road, Nos. 17–21 Fenwick Street, Wan Chai, Hong Kong

“Vendor B” Winland Culture Limited (永倫文化有限公司), a company incorporated in Hong Kong with limited liability and the registered owner of Vendor B’s Property

“Vendor B’s Property” 12/F on Kam Chung Building, Nos. 52–58 Jaffe Road, Nos. 17–21 Fenwick Street, Wan Chai, Hong Kong

“Vendor C” Winland Property Holding Limited (永倫興業有限公司), a company incorporated in Hong Kong with limited liability and the registered owner of Vendor C’s Property

“Vendor C’s Property” Shop C on G/F, Shop E on G/F, 2/F, 3/F, Office No. 1 on 4th Floor, Office No. 2 on 4th Floor, 5/F, 6/F, 7/F, 8/F & Flat Roof, 9/F, 10/F, 11/F & Flat Roof, 13/F, Whole on 14/F & Flat Roof, 15/F & Flat Roof, 16/F, Flat Roof on Portion on 17/F & Upper Flat Roof Above 17/F & Western Exterior Wall, 17/F (also known as Penthouse), Kam Chung Building, Nos. 52–58 Jaffe Road, Nos. 17–21 Fenwick Street, Wan Chai, Hong Kong

DEFINITIONS

"Vendors" collectively, Vendor A, Vendor B and Vendor C

"HK$" Hong Kong dollar, the lawful currency of Hong Kong

"sq. ft." square feet

“%” per cent.

The English translation of Chinese names marked with “#” in this circular, where indicated, is included for identification purpose only, and should not be regarded as the official English translation of such Chinese names.

LETTER FROM THE BOARD

LITU HOLDINGS LIMITED

力圖控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1008)

Board of Directors

Executive Directors:

Mr. Huang Wanru (Chairman)

Ms. Chen Lin Lin Caddie

Non-executive Director:

Ms. Li Li

Independent non-executive Directors:

Mr. Lui Tin Nang

Mr. Lam Ying Hung, Andy

Mr. Siu Man Ho, Simon

Dr. Wan Xiaoxia

Registered Office:

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Head office and principal place of business in Hong Kong:

3/F, 38 On Lok Mun Street

On Lok Tsuen, Fanling

New Territories

Hong Kong

26 May 2025

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION: ACQUISITION OF PROPERTY

INTRODUCTION

Reference is made to the Announcement.

On 24 March 2025 (after trading hours), the Purchaser, a wholly-owned subsidiary of the Company, entered into the Provisional Agreement with the Vendors in relation to the acquisition of the Properties for an aggregate cash consideration of HK$388,000,000.

The purpose of this circular is to provide the Shareholders with, among other things, further details of the Acquisition and the transactions contemplated thereunder and other information as required under the Listing Rules.

LETTER FROM THE BOARD

THE PROVISIONAL AGREEMENT

Date: 24 March 2025 (restated)

Vendors:
- Vendor A: Winland Centre Limited (永倫中心有限公司)
- Vendor B: Winland Culture Limited (永倫文化有限公司)
- Vendor C: Winland Property Holding Limited (永倫興業有限公司)

Purchaser:
(i) Gold In Properties Limited (創金置業有限公司); (ii) Sky Union Properties Limited (天聯置業有限公司); and (iii) Profit Rich Management Limited (利富管理有限公司), all being company incorporated in Hong Kong with limited liability and wholly-owned subsidiaries of the Company

Property:
- Vendor A’s Property:
- Shop B on G/F Kam Chung Building, Nos. 52–58 Jaffe Road, Nos. 17–21 Fenwick Street, Wan Chai, Hong Kong
- Vendor B’s Property:
- 12/F on Kam Chung Building, Nos. 52–58 Jaffe Road, Nos. 17–21 Fenwick Street, Wan Chai, Hong Kong
- Vendor C’s Property:
- Shop C on G/F, Shop E on G/F, 2/F, 3/F, Office No. 1 on 4th Floor, Office No. 2 on 4th Floor, 5/F, 6/F, 7/F, 8/F & Flat Roof, 9/F, 10/F, 11/F & Flat Roof, 13/F, Whole on 14/F& Flat Roof, 15/F & Flat Roof, 16/F, Flat Roof on Portion on 17/F & Upper Flat Roof Above 17/F & Western Exterior Wall, 17/F (also known as Penthouse), Kam Chung Building, Nos. 52–58 Jaffe Road, Nos. 17–21 Fenwick Street, Wan Chai, Hong Kong

Consideration and payment schedule:
The consideration is HK$388,000,000 which is payable by the Purchaser to the Vendors in the following manner:

(i) HK$38,800,000, being 10% of the consideration has been paid to the Vendors’ solicitors as stakeholders upon signing of the Formal Agreement in respect of the Properties as deposit (the “Deposit”), which shall be released to the Vendors upon completion of the Acquisition; and

(ii) HK$349,200,000, being the remaining 90% of the consideration shall be paid on the completion date of the Acquisition.

The ad valorem stamp duty shall be borne by the Purchaser.

LETTER FROM THE BOARD

Conditions precedent:

The Acquisition is subject to and conditional upon obtaining clearance from the Stock Exchange and obtaining the Board and Shareholders' approval to proceed.

If the above condition precedent cannot be fulfilled within three (3) months from the date of the Provisional Agreement, the Purchaser shall be entitled to rescind the Provisional Agreement without liability and the Deposit paid by the Purchaser shall be refunded to the Purchaser forthwith. If the Purchaser fails to complete the Acquisition other than as a result of the non-fulfillment of the above condition precedent, the Deposit paid by the Purchaser shall be forfeited to the Vendors and the Vendor shall be entitled to sell the Properties to anyone provided that the Vendor shall not take any further action to pursue any claim against or demand any compensation or specific performance from the Purchaser.

As at the Latest Practicable Date, the Board and the written consent from the controlling Shareholders holding approximately 57.5% of the issued share capital of the Company for approval of the Acquisition have been obtained.

If the Vendors fail to complete the sale in accordance with the terms and conditions of the Formal Agreement, the Vendors shall forthwith return the Deposit paid in full to the Purchaser and compensate the Purchaser a sum equivalent to the total amount of the Deposit paid by the Purchaser as liquidated damages for the Purchaser, and reimburse the Purchaser the stamp duty provided that the Purchaser shall not take any further action to pursue any liabilities against the Vendors, including demanding other compensation or specific performance from the Vendors.

The Properties are being sold to the Purchaser on an "as is" basis. Pursuant to the Provisional Agreement, the sale and purchase of the Properties under the Provisional Agreement shall be regarded the sale and purchase of a single property from the Vendors.

Subject to the fulfilment of conditions precedent to be set out therein and the Vendor giving good title to the Properties, it is expected that completion of the Acquisition will take place on or before 31 July 2025.

Consideration

The consideration of the Acquisition was arrived at after arm's length negotiations between the Vendors and the Purchaser by reference to information available to the Group based on discussions made with its property agent and the indicative value of the Properties by the Valuer of not less than HK$550 million using market approach before entering into the Provisional Agreement, and the recent transactions of the property market in Hong Kong for properties in the vicinity of the Properties. According to the valuation report of the Properties as disclosed in Appendix III to this circular, the Properties are valued at HK$472 million as at 1 May 2025.

LETTER FROM THE BOARD

The initial indicative value of not less than HK$550 million was provided by the Valuer before signing of the Provisional Agreement by the Group on 24 March 2025 based on preliminary assessments prior to receiving the full set of property information, including tenancy details, and before conducting an on-site inspection. Upon further due diligence, including a thorough review of tenancy details and a physical inspection conducted on 1 April 2025, the Valuer identified two material factors that necessitated a downward adjustment to the valuation. Firstly, the Properties were found to have a relatively low occupancy rate, resulting in thinner rental income streams compared to initial assumptions. Secondly, the on-site inspection revealed that the interior condition of the Properties were inferior to initial estimates, requiring additional capital expenditure for refurbishment or maintenance, thereby affecting its market value. These findings were incorporated into the valuation of market value for the final valuation report, resulting in a relatively reasonable and prudent valuation of HK$472 million as of 1 May 2025.

In addition to the property-specific factors, a significant shift in macroeconomic conditions occurred between the initial indicative valuation as of 24 March 2025 and the final valuation date of 1 May 2025. Specifically, the escalation of the tariff war between the People's Republic of China and the United States in early April 2025 introduced heightened uncertainty in global trade and investment flows. Given Hong Kong's role as a major financial and trade hub, this geopolitical tension led to a compression in real estate market sentiment. The Valuer duly reflected this deterioration in market conditions in the updated valuation.

Notwithstanding the updated valuation, the Board maintains that the terms of the Acquisition are fair and reasonable for the following reasons: (i) the Acquisition aligns with the Company's long-term business strategy and offers potential upside through redevelopment; (ii) the consideration represents a discount to the final independent valuation, ensuring the Company is acquiring the asset at an attractive entry point relative to its intrinsic worth; and (iii) comparable properties in the vicinity are scarce, and the Board believes the acquisition price remains competitive given the unique attributes and growth potential of the Properties.

The Board, having carefully reviewed the valuation methodology, market conditions, and strategic rationale, considers that the terms of the Acquisition are still fair and reasonable and in the interest of the Company and its shareholders as a whole.

The consideration of the Acquisition will be financed by internal resources of the Group.

THE FORMAL AGREEMENT

The Formal Agreement was entered into between the Purchaser and the Vendors on 17 April 2025. The Formal Agreement has incorporated the terms and conditions of the Provisional Agreement (except that in the event of default by the Vendors to complete the sale of the Properties in accordance with the terms of the Formal Agreement, the Purchaser shall also have the right to enforce specific performance of the Formal Agreement or any other rights and remedies to the Purchaser) and other terms commonly found in sale and purchase of properties in the market.

LETTER FROM THE BOARD

Information of the Vendor

To the best of their knowledge, information and belief, having made all reasonable enquiries, the Vendors are companies incorporated in Hong Kong with limited liability, all of which are principally engaged in property investment. Vendor A and Vendor B are wholly-owned by Vendor C and the Vendors and their ultimate beneficial owner, being Mr. Lun Yiu Kay Edwin, are Independent Third Parties.

Information of the Properties

The Properties collectively represent about 86.67% of undivided shares of the 17-storey commercial building named "Kam Chung Building" in the prime location of Wan Chai, Hong Kong. The aggregate saleable area of the Properties is approximately 50,169 sq. ft.

According to the valuation report of the Properties as disclosed in Appendix III to this circular, the Properties are valued at HK$472 million as at 1 May 2025.

Based on the information provided by the Vendors, there are only four units within the Properties currently subject to tenancy, representing about 6% of the total gross floor areas of the Properties. No written tenancy agreements were signed but the tenancies are all terminable by serving one-month's notice. The majority of the Properties have been vacant for an extended period. The unaudited total rental income derived from the Properties in the two financial years ended 31 December 2023 and 31 December 2024 was approximately HK$1 million and HK$1 million respectively. Brief details of the tenancies are as follows:

	Gross floor area (sq. ft.)	Monthly rental (Gross rental per sq. ft.) (HK$)	Government rates/quarter (HK$)	Management fee per month (HK$)
Tenancy 1 (rented since December 2013)	869	16,500 (19)	1,845	1,634
Tenancy 2 (rented since March 2018)	1350	27,000 (20)	2,925	3,203
Tenancy 3 (rented since September 2008)	1555	28,000 (18)	4,650	3,703
Tenancy 4 (rented since April 2019)	709	19,000 (27)	2,100	1,689

Save as disclosed above, the Company is not aware of other material terms of the existing tenancies.

Upon completion, the Vendors shall deliver vacant possession of the Properties to the Purchaser.

LETTER FROM THE BOARD

REASONS FOR THE ACQUISITION

The Group is principally engaged in the provision of the printing of cigarette packages, manufacturing of paper packaging materials, printing of packages and decoration matters, research and development on printing technology, wholesale, import and export of the packaging products and other related services and leasing of investment properties.

The Acquisition will be part of the expansion of the Group's existing business of leasing of investment properties. While the property leasing experience of the Group involved industrial rather than office properties, the fundamental operational aspects of managing and leasing investment properties are substantially similar across different property types. The core competencies required for successful property leasing include tenant acquisition and retention strategies, lease negotiation and management, property maintenance and facilities management and market analysis and rental pricing. In both industrial and office property contexts, these activities are typically executed through engagement with professional property agents who specialise in matching properties with suitable tenants. The Group's existing relationships with reputable property agencies in Hong Kong, cultivated through its industrial property leasing operations, provide it with access to the necessary expertise and networks for office property leasing. The Board is confident in the Company's ability to successfully integrate these assets into its existing property business.

Regarding the timing of the Acquisition, the decision to acquire the Properties at this time is fundamentally driven by the exceptional price. Over the past three years, Hong Kong's property market has experienced a dramatic price decline from peak valuations, with material rental corrections across core business districts and a significant reduction in transaction volumes. In particular, the Properties have experienced a dramatic depreciation in value, having declined by over 40% from their valuation of approximately HK$842.5 million based on a valuation conducted as part of the compulsory sale application initiated by the Vendors in 2022, to the best of the Directors' knowledge based on publicly available information. The timing of the Acquisition is further strengthened by favorable macroeconomic conditions, particularly the peaking in global interest rates and the growing expectation of monetary policy easing in the near to medium term. As the U.S. Federal Reserve's rate hike cycle appears to have reached its peak, market consensus points toward potential rate cuts ahead. Given Hong Kong's linked exchange rate system, this would likely lead to lower borrowing costs locally. These developments suggest the Acquisition is occurring near the bottom of the current property cycle. The Board considers this a unique opportunity to acquire quality assets at the current attractive pricing, which not only offers capital appreciation as market conditions improve, but also positions the Company to benefit from future rental market recovery and broader economic stabilisation.

Given the current property market conditions, characterised by a notable decline in Hong Kong property prices over the past years, the Board believes that the proposed Acquisition offers a strategic opportunity for the Group to secure the Properties at a competitive price point. As the Properties have been occupied for over 50 years, the Properties are subject to a number of notices, orders and directions issued by the government authorities in Hong Kong (such as Buildings department and Fires Services department etc.). The Directors estimate that the total costs and expenses involved in the remedial or rectification of these notices, orders

LETTER FROM THE BOARD

and directions would not be more than HK$5 million. There is also an adverse possession judgment registered against the building but it has not directly related to the Properties being acquired by the Group nor would it affect the use of the Properties by the Group in future. It is expected that the Properties will be fully refurbished after completion for leasing out in order to have a recurring and stable rental income to the Group.

The Directors remain cautiously optimistic about the long-term outlook for the Hong Kong property market, forecasting potential capital appreciation that could enhance the value of these properties in the long run, based on the city's enduring strengths as a global financial hub and signs of gradual market recovery. Hong Kong's fundamental advantages as a business and financial center continue to support demand for office space. The city's unique position as a gateway between China and global markets, combined with its established legal system and free flow of capital, sustains its appeal to multinational companies and professional services firms. In 2025, market conditions are showing early signs of stabilisation, with vacancy rates improving and leasing activity gradually picking up, particularly from Mainland Chinese companies expanding their presence. While the Board remains mindful of short-term market challenges, it believes that the Acquisition is a well-timed investment that balances income stability with future growth opportunities, ultimately creating value for the Shareholders. The Acquisition would enable the Group to strengthen its investment property business by providing a stable rental income to the Group, alongside its existing core businesses. The Company does not have any intention, understanding, negotiation or arrangement (concluded or otherwise) to downsize, cease or dispose any of its core businesses.

With reference to the announcement of the Company dated 21 October 2021, the Group acquired a company holding a 6-storey building with total saleable area of approximately 32,397 square feet located in Fanling, New Territories, Hong Kong which is used as the Group headquarters after refurbishment since acquisition. Revenue from leasing of investment properties accounted for the Group second largest revenue stream of the Group according to the analysis of revenue in note 5 to the financial statement in 2024 annual report of the Company. The Group has the management expertise in refurbishing properties for leasing purpose.

The Group is now liaising with several authorised persons and will choose one suitable authorised person (the "Authorised Person") among them on demolishing the building works and reinstate the parts so affected by the building works of projecting structures including metal supporting frames, glass panels, cladding, grilles which attached to the external wall and the metal supporting frames and grilles attached to the reinforced concrete cantilevered hood (facing Fenwick Street and Jaffe Road) from 2/F to 14/F of the Property and improve the fire safety of the Property. After Completion, the Group will engage the Authorised Person to work out a remedial proposal and plans of proposed remedial works, and to obtain approval and consent from Building Authority before the commencement of such remedial works. The entire procedures are expected to be completed within 1 year from Completion. The total refurbishment costs are expected to be not more than HK$5 million which will be entirely financed by internal resources of the Group and expected to be settled with 1 year.

10 -

LETTER FROM THE BOARD

The Board considers that the terms of the Acquisition are fair and reasonable in the current property market conditions, and are in the interests of the Group and the Shareholders as a whole.

FINANCIAL EFFECT OF THE ACQUISITION

The Properties will be held an investment properties of the Group after completion of the Acquisition. Based on the unaudited pro forma financial information of the Group as set out in Appendix II to this circular, the investment properties of the Group is expected to increase by approximately HK$407.0 million, representing the sum of the consideration for the Properties, agent commission, stamp duty and other legal fee and expenses incurred for the Acquisition. However, the total assets and the net asset value of the Group are expected to remain unchanged as a result of the Acquisition, as the increase in investment properties under the non-current assets will be offset by the decrease on bank balances and cash under the current assets.

The Group's earnings are expected to increase in the form of leasing income as a result of the Acquisition after the Properties have been leased out. According to the accounting policies of the Group, the Properties will be initially measured at cost, including any directly attributable expenditure. Subsequent to initial recognition, the Properties will be stated at cost less subsequent accumulated depreciation and any accumulated impairment losses. Depreciation is recognised so as to write off the cost of the Properties over their estimated useful lives and after taking into account of their estimated residual value, using the straight-line method.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios (as defined under Chapter 14 of the Listing Rules) in respect of the Acquisition exceed 25% but are less than 100%, the Acquisition constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to reporting, announcement, circular and Shareholders' approval requirements under Chapter 14 of the Listing Rules.

Pursuant to Rule 14.67(6)(b)(i) of the Listing Rules, for an acquisition of the Properties, which are revenue generating assets (other than a business or company) with an identifiable income stream or assets valuation, the Company is required to include in this circular a profit and loss statement (the "Profit and Loss Statement") and valuation (where available) for the 3 preceding financial years on the identifiable net income stream and valuation in relation to the Properties which must be reviewed by the auditors or reporting accountants to ensure that such information has been properly complied and derived from the underlying books and records. The Company has made an application for, and is granted, a waiver from strict compliance with Rule 14.67(6)(b)(i) of the Listing Rules to include the Profit and Loss Statement in this circular for the reasons that: (a) the Vendors are unwilling to release their books and records relating to the rental income derived from the Properties due to confidentiality as the information is private in nature; (b) only an insubstantial portion of the Properties (i.e. about 6% of the total gross floor areas) is currently subject to the tenancy (which will be terminated before the completion of the Acquisition), and the historical net income generated from these Properties holds limited relevance in evaluating the long-term

11 -

LETTER FROM THE BOARD

value of the portfolio as a whole; (c) alternative information about the income and expenditure relating to the existing tenancy of the Properties available to the Company has all been disclosed in the paragraph headed “Information of the Properties” above; and (d) the valuation report prepared under Chapter 5 of the Listing Rules and included in Appendix III to this circular would offer a far more meaningful assessment of the value of the Properties. The Directors consider that the above alternative disclosures provide sufficient information to the Shareholders to assess the impact of the Acquisition and the non-inclusion of the Profit and Loss Statement on the historical rental income of the Properties would not render this circular materially incomplete, misleading or deceptive.

GENERAL

To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for approving the Provisional Agreement and the transactions contemplated thereunder. The Company has obtained a written approval for the Provisional Agreement and the transactions contemplated thereunder from Sinorise International Limited and Profitcharm Limited (being the controlling shareholders of the Company holding in aggregate 901,456,892 Shares, representing approximately 57.5% of the issued share capital of the Company as at the Latest Practicable Date). Such written approval has been accepted in lieu of holding a general meeting of the Company for approving the Acquisition. Therefore, no extraordinary general meeting of the Company to approve the Provisional Agreement and the transactions contemplated thereunder will be convened pursuant to Rule 14.44 of the Listing Rules.

Shareholders and potential investors of the Company should be aware that the Acquisition is subject to, among other matters, the fulfilment of certain conditions including titles of the Properties and consequently, the transactions contemplated under the Provisional Agreement and the Formal Agreement may or may not proceed. Accordingly, Shareholders and potential investors of the Company are advised to exercise caution when they deal in the Shares or other securities of the Company.

RECOMMENDATION

The Board considers that the terms of the Provisional Agreement and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information contained in the appendices to this circular.

By order of the Board

Litu Holdings Limited

Huang Wanru

Chairman

12 -

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements of the Group for each of the financial years ended 31 December 2022, 2023 and 2024 were disclosed in the following documents which have been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lituholdings.com) respectively:

annual report of the Company for the year ended 31 December 2022 published on 27 April 2023 (pages 64 to 216):

https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0427/2025042702154.pdf.

annual report of the Company for the year ended 31 December 2023 published on 25 April 2024 (pages 66 to 228):

https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0425/2024042502011.pdf.

annual report of the Company for the year ended 31 December 2024 published on 24 April 2025 (pages 63 to 224):

http://www1.hkexnews.hk/listedco/listconews/sehk/2025/0424/2025042402127.pdf.

2. INDEBTEDNESS STATEMENT

Borrowings

At the close of business on 31 March 2025, being the latest practicable date for the purpose of this indebtedness statement, the Group had unguaranteed and unsecured bank borrowings of approximately HK$126.5 million.

Pledge of assets

At the close of business on 31 March 2025, being the latest practicable date for the purpose of this indebtedness statement, the Group's banking facilities on (i) unguaranteed bills payables were secured by charges over pledged bank deposits of approximately HK$87.6 million, for which the pledged bank deposits will be released upon the settlement of relevant bills payables; and (ii) unguaranteed banking facilities were secured by the Group's property, plant and equipment with carrying amount of approximately HK$161.6 million, investment properties with carrying amount of approximately HK$35.8 million and corporate guarantee issued by the Company.

Contingent liabilities

The Group had no contingent liabilities at the close of business on 31 March 2025.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Commitment

At the close of business on 31 March 2025, being the latest practicable date for the purpose of this indebtedness statement, the Group had the capital expenditure contracted but not provided for in respect of acquisition of property, plant and equipment of approximately HK$11.5 million.

Disclaimer

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of business, at the close of business on 31 March 2025, the Group did not have any other loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans, debt securities issued and outstanding, and authorised or otherwise created but unissued and term loans of other borrowings, indebtedness in the nature of borrowings, liabilities under acceptances (other than normal trade bills) or acceptance credits, debentures, mortgages, charges, finance leases or hire purchase commitments, which are either guaranteed, unguaranteed, secured or unsecured, guarantees or other contingent liabilities. The Directors confirmed that there has been no material change in the indebtedness and contingent liabilities of the Group since 31 March 2025 up to the date of this Circular.

3. WORKING CAPITAL SUFFICIENCY

After due and careful consideration, the Directors are of the opinion that, taking into account the financial resources available to the Group including but not limited to the existing cash and bank balances, cash flows generated from the operating activities, available facilities and the effect of the Acquisition, the Group will have sufficient working capital for its requirements for at least 12 months from the date of this circular, in the absence of unforeseen circumstances.

The Company has obtained the relevant confirmation as required under Rule 14.66(12) of the Listing Rules.

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

With the further relaxation of COVID-19 control policies in the PRC in December 2022 and the subsequent issuance of various policies and measures aimed at stabilizing and recovering the PRC's economy in 2024, the global economy and the PRC's economic outlook remain uncertain due to global inflation, escalating competition between the United States and the PRC on various fronts, the downturn of the property market in the PRC, the ongoing war between Russia and Ukraine and the unpredictable impact of the monetary policies of the U.S. Federal Reserve, all of which may adversely affect the PRC's economy and the Group's operating environment in 2025.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

On 20 May 2025, the Company, through its wholly-owned subsidiary, entered into a conditional sale and purchase agreement with Hunan Caixin Investment Holding Group Co. Ltd., to dispose of the 31% equity interest of the Group in Changde Gold Roc Printing Co., Ltd., a company which has been performing unsatisfactorily in the past years. The Board considers it would be more beneficial to the Company to divest its investments and utilise the resources and funds to focus on its core businesses and the net proceeds from the disposal would strengthen its liquidity and meet its working capital requirements. Details of the disposal are set out in the announcement of the Company dated 20 May 2025.

Looking ahead, the Group will continue to rely on paper packaging as a solid foundation for the Group's development and seek to maximising income from investment properties. The Group will continue to increase its participation in tenders, while actively expanding into other packaging markets, and will continue to reduce the pressure of decreasing gross profit through measures such as cost control, efficiency boosting and resource consolidation. The Group's corporate mission is to continue to develop ways to improve financial performance, provide growth drivers for the Group and broaden revenue streams within acceptable risk levels. The Group will continue to optimise its asset portfolio and focus on developing core businesses through disposal of non-core assets and businesses. The Group will also continue to explore the possibility of acquisition of new investment, disposal of subsidiary or associate or diversification into other profitable businesses in the interests of the Group and its shareholders as a whole, with a view to achieving sustainable growth, improving profitability and ultimately maximising returns for Shareholders.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, save for the proposed disposal of 31% equity interest in Changde Gold Roc Printing Co., Ltd. held by the Company through its wholly-owned subsidiary to Hunan Caixin Investment Holding Group Co. Ltd. as disclosed in the announcement of the Company dated 20 May 2025 and the unaudited loss estimated at approximately HK$23.4 million which is expected to arise from such disposal (subject to audit), the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2024 (being the date to which the latest published audited consolidated financial statements of the Group were made up).

I-3 -

APPENDIX II

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

forv/s mazars

A. INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

The Board of Directors
Litu Holdings Limited
3/F, 38 On Lok Mun Street
On Lok Tsuen
Fanling
New Territories
Hong Kong

Dear Sirs,

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Litu Holdings Limited (the "Company") and its subsidiaries (collectively the "Group") prepared by the directors of the Company (the "Directors"). The unaudited pro forma financial information consists of the unaudited pro forma consolidated statement of assets and liabilities as at 31 December 2024, and related notes as set out in Appendix II to the circular in connection with the proposed acquisition of Shop B on G/F, 12/F, Shop C on G/F, Shop E on G/F, 2/F, 3/F, Office No. 1 on 4th Floor, Office No. 2 on 4th Floor, 5/F, 6/F, 7/F, 8/F & Flat Roof, 9/F, 10/F, 11/F & Flat Roof, 13/F, Whole on 14/F & Flat Roof, 15/F & Flat Roof, 16/F, Flat Roof on Portion on 17/F & Upper Flat Roof Above 17/F & Western Exterior Wall, 17/F (also known as Penthouse), Kam Chung Building, Nos. 52-58 Jaffe Road, Nos. 17-21 Fenwick Street, Wan Chai, Hong Kong (collectively the "Properties") (the "Proposed Acquisition") dated 26 May 2025 issued by the Company (the "Circular"). The applicable criteria on the basis of which the Directors have compiled the unaudited pro forma financial information are described in Appendix II to the Circular.

The unaudited pro forma financial information has been compiled by the Directors to illustrate the impact of the Proposed Acquisition on the Group's consolidated statement of assets and liabilities as at 31 December 2024 as if the Proposed Acquisition had taken place at 31 December 2024. As part of this process, information about the Group's financial position has been extracted by the Directors from the Group's financial statements for the year ended 31 December 2024, on which an auditor's report has been published.

APPENDIX II

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

Directors' responsibility for the unaudited pro forma financial information

The Directors are responsible for compiling the unaudited pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with reference to Accounting Guideline 7 "Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars" ("AG 7") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA").

Reporting accountant's independence and quality management

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

The firm applies Hong Kong Standard on Quality Management 1 "Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements" which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting accountant's responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the unaudited pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the unaudited pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 "Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus" issued by the HKICPA. This standard requires that the reporting accountant plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the unaudited pro forma financial information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the unaudited pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the unaudited pro forma financial information.

II-2 -

APPENDIX II

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

Reporting accountant's responsibilities (continued)

The purpose of unaudited pro forma financial information included in the Circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Proposed Acquisition at 31 December 2024 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

The related unaudited pro forma adjustments give appropriate effect to those criteria; and
The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant's judgment, having regard to the reporting accountant's understanding of the nature of the entity, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

II-3 -

APPENDIX II

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

Opinion

In our opinion:

(a) the unaudited pro forma financial information has been properly compiled by the Directors on the basis stated;

(b) such basis is consistent with the accounting policies of the Group; and

(c) the adjustments are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Yours faithfully,

Forvis Mazars CPA Limited
Certified Public Accountants
Hong Kong, 26 May 2025

II-4 -

APPENDIX II

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

B. UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

1. Introduction

The following is a summary of illustrative unaudited pro forma financial information consists of the unaudited pro forma consolidated statement of assets and liabilities as at 31 December 2024 in connection with the proposed acquisition of Shop B on G/F, 12/F, Shop C on G/F, Shop E on G/F, 2/F, 3/F, Office No. 1 on 4th Floor, Office No. 2 on 4th Floor, 5/F, 6/F, 7/F, 8/F & Flat Roof, 9/F, 10/F, 11/F & Flat Roof, 13/F, Whole on 14/F & Flat Roof, 15/F & Flat Roof, 16/F, Flat Roof on Portion on 17/F & Upper Flat Roof Above 17/F & Western Exterior Wall, 17/F (also known as Penthouse), Kam Chung Building, Nos. 52–58 Jaffe Road, Nos. 17–21 Fenwick Street, Wan Chai, Hong Kong (collectively the “Properties”) (the “Proposed Acquisition”). The unaudited pro forma financial information presented below is prepared to illustrate the financial position of Litu Holdings Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) immediately after completion of the Proposed Acquisition at 31 December 2024 as if the Proposed Acquisition had been completed on 31 December 2024.

The unaudited pro forma financial information is prepared based on the audited consolidated statement of financial position of the Group as at 31 December 2024 as extracted from the annual report of the Group for the year ended 31 December 2024.

The unaudited pro forma financial information is presented after making pro forma adjustments that are directly attributable to the Proposed Acquisition and not relating to future events or decisions, factually supportable and clearly identified as to those adjustments which are expected to have/have no continuing effect on the Group.

The unaudited pro forma financial information has been prepared by the Directors in accordance with paragraph 4.29 of the Listing Rules, for the purposes of illustrating the effect of the Proposed Acquisition, and is based on a number of assumptions, estimates and uncertainties, currently available information and are prepared for illustrative purpose only. Because of its hypothetical nature, it may not give a true picture of the financial position of the Group had the Proposed Acquisition been completed as of 31 December 2024, where applicable, or any future date. Further, the unaudited pro forma consolidated statement of assets and liabilities of the Group does not purport to predict the future financial position of the Group.

The unaudited pro forma financial information should be read in conjunction with the historical financial information of the Group as set out in the annual report of the Group for the year ended 31 December 2024 and other financial information included elsewhere in the Circular.

APPENDIX II

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

| | The Group
as at
31 December
2024 | Pro forma
adjustments | The Group
after the
Proposed
Acquisition |
| --- | --- | --- | --- |
| | (audited)
HK$000
(Note i) | (unaudited)
HK$000
(Note ii) | (unaudited
pro forma)
HK$000 |
| Non-current assets | | | |
| Property, plant and equipment | 634,802 | — | 634,802 |
| Right-of-use assets | 46,612 | — | 46,612 |
| Investment properties | 231,607 | 406,960 | 638,567 |
| Goodwill | 595,585 | — | 595,585 |
| Intangible assets | 419 | — | 419 |
| Financial assets at fair value through
profit or loss | — | — | — |
| Deferred tax assets | 6,180 | — | 6,180 |
| Prepayments and rental and other
deposits paid | 16,317 | — | 16,317 |
| | 1,531,522 | 406,960 | 1,938,482 |
| Current assets | | | |
| Inventories | 53,785 | — | 53,785 |
| Trade receivables | 211,236 | — | 211,236 |
| Contract assets | 13,430 | — | 13,430 |
| Other receivables, prepayments and
refundable deposits | 66,676 | — | 66,676 |
| Tax recoverable | 83 | — | 83 |
| Pledged bank deposits | 60,484 | — | 60,484 |
| Bank balances and cash | 570,949 | (406,960) | 163,989 |
| | 976,643 | (406,960) | 569,683 |
| Assets classified as held for sale | 175,360 | — | 175,360 |
| | 1,152,003 | (406,960) | 745,043 |

APPENDIX II

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP (CONTINUED)

| | The Group
as at
31 December
2024 | Pro forma
adjustments | The Group
after the
Proposed
Acquisition |
| --- | --- | --- | --- |
| | (audited)
HK$000
(Note i) | (unaudited)
HK$000
(Note ii) | (unaudited
pro forma)
HK$000 |
| Current liabilities | | | |
| Trade payables | 189,097 | — | 189,097 |
| Other payables and accruals | 85,473 | — | 85,473 |
| Lease liabilities | 138 | — | 138 |
| Bank borrowings | 207,213 | — | 207,213 |
| Income tax payable | 14,653 | — | 14,653 |
| | 496,574 | — | 496,574 |
| Net current assets | 655,429 | (406,960) | 248,469 |
| Total assets less current liabilities | 2,186,951 | — | 2,186,951 |
| Non-current liabilities | | | |
| Government grants | 17,282 | — | 17,282 |
| Lease liabilities | 211 | — | 211 |
| Deferred tax liabilities | 31,393 | — | 31,393 |
| | 48,886 | — | 48,886 |
| NET ASSETS | 2,138,065 | — | 2,138,065 |

APPENDIX II

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

3. NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

(i) The unaudited pro forma consolidated statement of assets and liabilities of the Group as at 31 December 2024 is extracted, without adjustments, from the consolidated statement of financial position of the Group as of 31 December 2024 as set out in the published annual report of the Company for the year ended 31 December 2024.

(ii) The adjustments reflect the pro forma adjustments for the Proposed Acquisition.

The adjustments are to reflect (i) the consideration of the Proposed Acquisition of HK$388,000,000; and (ii) other directly attributable costs of the Proposed Acquisition of approximately HK$18,960,000, comprising property agent commission of approximately HK$1,000,000, stamp duty fee of approximately HK$16,490,000, legal fee of approximately HK$1,100,000 and other costs of approximately HK$370,000.

Pursuant to the Formal Agreement (as defined in this Circular), the consideration will be satisfied by cash. The Directors expect that the cash consideration will be solely funded by the Group's internal resources.

The Properties are classified as investment properties as the Group intends to hold the Properties for rental purposes. The investment properties are initially measured at cost (inclusive of transaction costs) and subsequently stated at cost less subsequent accumulated depreciation and any accumulated impairment losses.

(iii) Save as set out above, the unaudited pro forma consolidated statement of assets and liabilities does not take into account any trading results or other transactions of the Group subsequent to 31 December 2024, including but not limited to the proposed disposal of the 31% equity interest in Changde Gold Roc Printing Co., Ltd. (常德金鹏印務有限公司) held by the Group announced on 20 May 2025, of which a circular is expected to be published on or before 10 June 2025.

II-8 -

APPENDIX III

VALUATION REPORT OF THE PROPERTIES

The following is the text of a letter and a valuation certificate prepared for the purpose of incorporation in this circular received from Vincorn Consulting and Appraisal Limited, an independent valuer, in connection with its valuation of the property interests to be acquired by the Group. Terms defined in this appendix applies to this appendix only.

Vincorn Consulting and Appraisal Limited
Units 1602-4, 16/F
308 Central Des Voeux
No. 308 Des Voeux Road Central
Hong Kong

VINCORN
appraisal • brokerage • consulting

The Board of Directors
Litu Holdings Limited
3/F,
No. 38 On Lok Mun Street,
Fanling, New Territories,
Hong Kong

26 May 2025

Dear Sirs,

INSTRUCTION AND VALUATION DATE

We refer to your instructions for us to assess the Market Value of the property interests located in Hong Kong to be acquired by Litu Holdings Limited (the “Company”) and its subsidiaries (hereinafter together referred to as the “Group”) for the purposes of public disclosure. We confirm that we have carried out inspection, made relevant enquiries and searches and obtained such further information as we consider necessary in order to provide you with our opinion of the Market Value of the property interests as at 1 May 2025 (the “Valuation Date”).

VALUATION STANDARDS

The valuation has been prepared in accordance with the HKIS Valuation Standards 2024 published by The Hong Kong Institute of Surveyors effective from 31 December 2024 with reference to the International Valuation Standards published by the International Valuation Standards Council effective from 31 January 2025; and the requirements set out in the Chapter 5 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

VALUATION BASIS

Our valuation has been undertaken on the basis of Market Value. Market Value is defined as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

APPENDIX III

VALUATION REPORT OF THE PROPERTIES

VALUATION ASSUMPTIONS

Our valuation has been made on the assumption that the seller sells the property interests in the market without the benefit of a deferred term contract, leaseback, joint venture, management agreement or any similar arrangement, which could serve to affect the values of the property interests.

No allowances have been made for any charges, mortgages or amounts owing on the property interests, nor for any expenses or taxations which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property interests are free from encumbrances, restrictions and outgoings of an onerous nature, which could affect the values of the property interests.

As the property interests are held under long term leasehold interests, we have assumed that the owner has free and uninterrupted rights to use the property interests for the whole of the unexpired term of the leasehold interests.

VALUATION METHODOLOGY

When valuing the property interests to be acquired by the Group, we have adopted Market Approach.

Market Approach is universally considered as the most accepted valuation approach for valuing most forms of property. This involves the analysis of recent market evidence of similar properties to compare with the subject under valuation. Each comparable is analysed on the basis of its unit rate; each attribute of the comparables is then compared with the subject and where there are any differences, the unit rate is adjusted in order to arrive at the appropriate unit rate for the subject. This is done by making percentage adjustments to the unit rate for various factors, such as time, location, building age, building quality and so on.

LAND TENURE AND TITLE INVESTIGATION

We have made enquires and relevant searches at the Hong Kong Land Registry. However, we have not searched the original documents nor have we verified the existence of any amendments, which do not appear in the documents available to us. All documents have been used for reference only.

All legal documents disclosed in this letter and the valuation certificate are for reference only. No responsibility is assumed for any legal matters concerning the legal titles to the property interests set out in this letter and the valuation certificate.

III-2 -

APPENDIX III

VALUATION REPORT OF THE PROPERTIES

INFORMATION SOURCES

We have relied to a considerable extent on the information provided by the Group. We have also accepted advice given to us on matters such as identification of the property, particulars of occupancy, areas and all other relevant matters. Dimensions, measurements and areas included in the valuation are based on information contained in the documents provided to us and are, therefore, only approximations.

We have also been advised by the Group that no material factors or information have been omitted or withheld from information supplied and consider that we have been provided with sufficient information to reach an informed view. We believe that the assumptions used in preparing our valuation are reasonable and have had no reason to doubt the truth and accuracy of information provided to us by the Group which is material to the valuation.

INSPECTION AND INVESTIGATIONS

The property was inspected externally and internally. Although not all areas were accessible for viewing at the time of inspection, we have endeavoured to inspect all areas of the property. Investigations were carried out as necessary. Our investigations have been conducted independently and without influence from any third party in any manner.

We have not tested any services of the property and are therefore unable to report on their present conditions. We have not undertaken any structural surveys of the property and are therefore unable to comment on the structural conditions. We have not carried out any investigations on site to determine the suitability of the ground conditions for any future developments. Our valuation is prepared on the assumption that these aspects are satisfactory and that no extraordinary expenses or delays will be required.

We have not carried out any on-site measurements to verify the correctness of the areas in respect of the property but have assumed that the areas shown on the documents or deduced from the plans are correct. All documents and plans have been used as reference only and all dimensions, measurements and areas are therefore approximations.

INDEPENDENCE

We are independent from the Company, the directors, the controlling shareholder(s), and the Company's subsidiaries and their respective directors, and we do not have any direct or indirect interest in the securities or assets of the Company, its connected persons, or any associate of the Company.

We do not have any shareholding in any member of the Group or the right or option (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

We do not have any interest, direct or indirect, in the promotion of, or in any assets which have been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

III-3 -

APPENDIX III

VALUATION REPORT OF THE PROPERTIES

CURRENCY

Unless otherwise stated, all monetary figures stated in this report are in Hong Kong Dollars (“HKD”).

The valuation certificate is attached hereto.

Yours faithfully,

For and on behalf of

Vincorn Consulting and Appraisal Limited

Vincent Cheung

BSc (Hons) MBA FHKIS FRICS R.P.S. (GP)

MCIREA MHKSI MISCM MHIREA FHKIoD

RICS Registered Valuer

Registered Real Estate Appraiser & Agent PRC

Managing Director

Note: Vincent Cheung is a fellow of the Hong Kong Institute of Surveyors, a fellow of the Royal Institution of Chartered Surveyors, a Registered Professional Surveyor (General Practice) under the Surveyors Registration Ordinance (Cap. 417) in Hong Kong, a member of China Institute of Real Estate Appraisers and Agents, a member of Hong Kong Securities and Investment Institute, a member of Institute of Shopping Centre Management, a member of Hong Kong Institute of Real Estate Administrators, a fellow of the Hong Kong Institute of Directors, a Registered Valuer of the Royal Institution of Chartered Surveyors and a Registered Real Estate Appraiser and Agent People's Republic of China. He is suitably qualified to carry out the valuation and has over 27 years of experience in the valuation of fixed and intangible assets of this magnitude and nature in the subject region.

III-4 -

APPENDIX III

VALUATION REPORT OF THE PROPERTIES

VALUATION CERTIFICATE

Property Interests to be Acquired by the Group for Investment in Hong Kong

Property	Description and Tenure	Occupancy Particulars
Shops B, C & E on G/F, 2-7/F, 8/F & Flat Roof, 9-10/F, 11/F & Flat Roof, 12-13/F, 14/F & Flat Roof, 15/F & Flat Roof, 16/F, 17/F (Also Known as Penthouse), Flat Roof on Portion of 17/F & Upper Flat Roof Above 17/F & Western Exterior Wall, Kam Chung Building, Nos. 52-58 Jaffee Road, Nos. 17-21 Fenwick Street, Wan Chai, Hong Kong	The property comprises a 17-storey office building built over a retail podium on G/F (except two shop units and the entrance hall on G/F and an office unit on 1/F), namely Kam Chung Building located in Wan Chai.
As per information provided by the Group, the property has a gross floor area of approximately 71,700.00 square feet (“sq.ft.”).
As per our scale-off measurement on the assignment plans, the property has a saleable area of approximately 49,567.60 sq.ft.
As per the Occupation Permit No. H57/67, it was completed in about 1967.
The subject lot, The Remaining Portion of Section C of Inland Lot No. 2821, is held under Government Lease for a term of 99 years and renewable for 99 years commencing from 25 May 1929.	As per our on-site inspection and information provided by the Group, the majority of property is currently vacant, while Unit No. 6 on 8/F, Unit Nos. 1-2 on 12/F and Unit Nos. 2-4 on 14/F are tenanted at a total monthly rent of HKD90,500 on rolling basis.	HKD472,000,000
(HONG KONG DOLLARS FOUR HUNDRED AND SEVENTY TWO MILLION)

(86.67% interest or 117/135 shares of and in the subject lot)

Notes:

The property was inspected by Esther Lam BSc (Hons) on 1 April 2025.
The valuation and this certificate were prepared by Vincent Cheung BSc (Hons) MBA FHKIS FRICS R.P.S. (GP) MCIREA MHKSI MISCM MHIREA FHKIoD RICS Registered Valuer Registered Real Estate Appraiser & Agent PRC and Kit Cheung BSc (Hons) FHKIS MRICS R.P.S. (GP) MCIREA MHIREA RICS Registered Valuer Registered Real Estate Appraiser PRC.

APPENDIX III

VALUATION REPORT OF THE PROPERTIES

The details of the land search records of the property dated 31 March 2025 are summarised below:

Item	Details
Registered Owner:	Unit	Registered Owner	Date of Assignment	Memorial No.
	Shop B on G/F	Winland Centre Limited	20 March 2018	18041202530099
	12/F	Winland Culture Limited	20 March 2018	18041202530069
	Shops C & E on G/F, 2-7/F, 8-9/F & Flat Roof, 10/F, 11/F & Flat Roof, 13/F, 14/F & Flat Roof, 15/F & Flat Roof, 16/F, 17/F (Also Known as Penthouse), Flat Roof on Portion of 17/F & Upper Flat Roof Above 17/F & Western Exterior Wall	Winland Property Holdings Limited	Shops C & E on G/F, 2-7/F, 8/F & Flat Roof, 10/F, 11/F & Flat Roof, 13/F, 14/F & Flat Roof, 15/F & Flat Roof, 16/F, 17/F (Also Known as Penthouse), Flat Roof on Portion of 17/F & Upper Flat Roof Above 17/F & Western Exterior Wall	Shops C & E on G/F, 2-7/F, 8/F & Flat Roof, 10/F, 11/F & Flat Roof, 13/F, 14/F & Flat Roof, 15/F & Flat Roof, 16/F, 17/F (Also Known as Penthouse), Flat Roof on Portion of 17/F & Upper Flat Roof Above 17/F & Western Exterior Wall
			4 March 2005	9/F
			20 March 2018	18041202530036

Government Rent: HKD72 per annum (Section C of Inland Lot No. 2821)

Major Encumbrances:

Deed of Mutual Covenant with Plan dated 28 August 1967, registered vide Memorial No. UB597969;
A Sealed Copy of the Notice of Application to Lands Tribunal for an order for sale in favour of Winland Property Holding Limited (1st Applicant), Winland Centre Limited (2nd Applicant), Winland Culture Limited (3rd Applicant), Chang Sai Ho formerly known as Law Wai Kun (1st Respondent), Volant Rich Limited (2nd Respondent) and Kanco Development Limited (3rd Respondent) (remarks: under Land (compulsory sale for redevelopment) Ordinance of Application No. LDCS 7000 of 2022) dated 10 May 2022, registered vide Memorial No. 22051201900010;
Notice No. "UMB/MB031205-007/0001" by the Building Authority under S. 30B(3) of the Buildings Ordinance (remarks: re: common part(s) only dated 22 August 2014, registered vide Memorial No. 23112200970148;
Order No. "C/TB/003726/23/HK" by the Building Authority under S. 24(1) of the Buildings Ordinance (remarks: re: common part(s) only) dated 25 October 2023, registered vide Memorial No. 23121502080338;

APPENDIX III

VALUATION REPORT OF THE PROPERTIES

Item

Details

Sealed Copy of Judgement with Plan in favour of Chan Wing Tong (Plaintiff), The Incorporated Owners of Kam Chung Building (Jaffe Road) (1st Defendant), Winland Property Holding Limited (2nd Defendant), Winland Centre Limited (3rd Defendant) and Winland Culture Limited (4th Defendant) (remarks: re the relevant part as coloured brown in plan attached as Annexure I under H.C. Action No. 1581 of 2017 the action for recovery of land by the owner was extinguished) dated 15 February 2024, registered vide Memorial No. 24030601470029; and
Sealed Copy Judgement in favour of Winland Property Holding Limited (1st Applicant), Winland Centre Limited (2nd Applicant), Winland Culture Limited (3rd Applicant), Chang Sai Ho formerly known as Law Wai Kun (1st Respondent), Volant Rich Limited (2nd Respondent) and Kanco Development Limited (3rd Respondent) (remarks: in the Lands Tribunal Land Compulsory Sale Main Application No. LDCS 7000 of 2022) dated 28 March 2024, registered vide Memorial No. 24050200870019.

Shop B on G/F

Mortgage in favour of Bank of China (Hong Kong) Limited for all moneys dated 21 March 2018, registered vide Memorial No. 18041202530109; and
Assignment of Rentals in favour of Bank of China (Hong Kong) Limited dated 21 March 2018, registered vide Memorial No. 18041602200069.

9/F

Mortgage in favour of Bank of China (Hong Kong) Limited for all moneys dated 21 March 2018, registered vide Memorial No. 18041202530045; and
Assignment of Rentals in favour of Bank of China (Hong Kong) Limited dated 21 March 2018, registered vide Memorial No. 18041602200050.

12/F

Mortgage in favour of Bank of China (Hong Kong) Limited for all moneys dated 21 March 2018, registered vide Memorial No. 18041202530075; and
Assignment of Rentals in favour of Bank of China (Hong Kong) Limited dated 21 March 2018, registered vide Memorial No. 18041602200040.

Shops C & E on G/F, 2-7/F, 8/F & Flat Roof, 10/F, 11/F & Flat Roof, 13/F, 14/F & Flat Roof, 15/F & Flat Roof, 16/F, 17/F (Also Known as Penthouse), Flat Roof on Portion of 17/F & Upper Flat Roof Above 17/F & Western Exterior Wall

Mortgage in favour of Bank of China (Hong Kong) Limited for all moneys (pt.) dated 30 June 2005, registered vide Memorial No. 05072202420018; and
Assignment of Rentals in favour of Bank of China (Hong Kong) Limited dated 30 June 2005, registered vide Memorial No. 05072600750252.
III-7 -

APPENDIX III

VALUATION REPORT OF THE PROPERTIES

Under Section 5.3.15 of VS 5 — Bases of Value of the HKIS Valuation Standards 2024 published by The Hong Kong Institute of Surveyors effective from 31 December 2024, when assessing the Market Value of a property, any encumbrances such as mortgage, debenture or other charges against it should be disregarded. In the course of our valuation of the property on the basis of Market Value in accordance with the aforesaid standard, it is assumed that the property is free from any encumbrances, which could affect the Market Value of the property, and thus no allowance has been made for any charges arising from the notices and orders issued by the relevant government authorities in relation to the subject building.

As per information provided by the Group, the aforesaid government notices and orders leads to the rectification works of various common parts including external wall, cantilevered hood and fireman's lift of the subject building, which are anticipated to attract an aggregate reinstatement cost of approximately HKD5,000,000 to the property as per our estimation. The reference value of the property upon consideration of such reinstatement cost is assessed at circa HKD467,000,000.

The details of the existing tenancies of the property provided by the Group are summarized as follows:

Property	Lease Start Date	Lease Term	Monthly Rent
Unit 6 on 8/F	2 December 2013	On Rolling Basis	HKD16,500
Unit 1–2 on 12/F	20 March 2018	On Rolling Basis	HKD27,000
Unit 2–3 on 14/F	1 September 2008	On Rolling Basis	HKD28,000
Unit 4 on 14/F	18 April 2019	On Rolling Basis	HKD19,000

The property is erected on The Remaining Portion of Section C of Inland Lot No. 2821, which is held under Government Lease. The salient conditions are summarised below:

Item	Details
Lot Numbers:	Inland Lot No. 2821
Lease Term:	99 years and renewable for 99 years commencing from 25 May 1929
Site Are:	About 22,765 sq.ft.
Major Special Conditions:	The said Lessee or any other person or persons shall not nor will during the continuance of this demise use exercise or follow in or upon the said premises or any part thereof the trade or business of a Brazier, Slaughterman, Soap-maker, Sugar-baker, Fellmonger, Melter of Tallow, Oilman, Butcher, Distiller, Victualler or Tavern-keeper, Blacksmith, Nightman, Scavenger or any other noisy noisome or offensive trade or business whatever without the previous licence of His said Majesty signified in writing by the Governor or other person duly authorised in that behalf.

The property falls within an area zoned "Commercial" under Hong Kong Planning Area No. 5 — Approved Wan Chai Outline Zoning Plan No. S/H5/31 approved on 2 May 2023.
The general description and market information of the property are summarized below:

Location:	The property is located at Nos. 52–58 Jaffe Road & Nos. 17–21 Fenwick Street, Wan Chai, Hong Kong.
Transportation:	Hong Kong International Airport and Wan Chai MTR Station are located approximately 38.3 kilometres and 350 metres away from the property respectively.
Nature of Surrounding Area:	The area is predominately a commercial area in Wan Chai.

APPENDIX III

VALUATION REPORT OF THE PROPERTIES

In the course of our valuation of the property, we have considered and analysed retail and office sale comparables.

The retail sale comparables collected on an exhaustive basis are considered relevant to the property in terms of property type, location, building age, size and transaction date. A total of four retail sale comparables located in Wan Chai, with a building age within 22 years from the completion year of the property, transacted within 14 months on or before the valuation date and with a saleable area of not greater than 1,500 sq.ft. have been identified and analysed. The unit rates of the adopted retail sale comparables range from HKD20,833 to HKD31,933 per sq.ft. on the basis of effective saleable area. The following table shows the details of retail sale comparables with the adopted adjustments:

	Comparable 1	Comparable 2	Comparable 3	Comparable 4
Development	Lee Loy Building	Jet Foil Mansion	259 Queen's Road East	Yue On Commercial Building
Address	Nos. 208-214
Jaffe Road	Nos. 415-421
Jaffe Road	No. 259 Queen's Road East	Nos. 385-387
Lockhart Road
District	Wan Chai	Wan Chai	Wan Chai	Wan Chai
Year of Completion	1977	1976	1959	1989
Property Type	Retail	Retail	Retail	Retail
Floor	G/F	G/F	G/F	G/F
Actual Floor	G/F	G/F	G/F	G/F
Unit	4-5	B-C	—	A
Effective Saleable Area (sq.ft.)	304.38	1,440.00	595.00	525.00
Frontage onto	Jaffe Road	Jaffe Road	Queen's Road East	Lockhart Road
Nature	Agreement for Sale & Purchase	Agreement for Sale & Purchase	Agreement for Sale & Purchase	Provisional Agreement for Sale & Purchase
Date of Instrument	24 February 2025	19 August 2024	15 April 2024	31 January 2024
Consideration (HKD)	7,800,000	30,000,000	19,000,000	13,500,000
Effective Saleable Unit Rate (HKD/sq.ft.)	25,626	20,833	31,933	25,714
Adjustment
Time	Nil	(6.7%)	(14.3%)	(17.8%)
Location	Nil	5.0%	Nil	(5.0%)
Building Age	(1.0%)	(0.9%)	0.8%	(2.2%)
Floor Level	Nil	Nil	Nil	Nil
Size	(2.2%)	2.3%	(1.0%)	(1.3%)
Total Adjustment	(3.2%)	0.6%	(14.5%)	(24.6%)
Adjusted Effective Saleable Unit Rate (HKD/sq.ft.)	24,809	20,706	27,309	19,384

APPENDIX III

VALUATION REPORT OF THE PROPERTIES

The office sale comparables collected on an exhaustive basis are considered relevant to the property in terms of property type, location, building age, size and transaction date. A total of four office sale comparables located in Wan Chai, with a building age within 13 years from the completion year of the property, transacted within 6 months on or before the valuation date and with a saleable area of not greater than 2,700 sq.ft. have been identified and analysed. The unit rates of the adopted office sale comparables range from HKD8,696 to HKD11,500 per sq.ft. on the basis of effective saleable area. The following table shows the details of office sale comparables with the adopted adjustments:

	Comparable 1	Comparable 2	Comparable 3	Comparable 4
Development	Amber Commercial Building	Aubin House	Island Building	Eastern Commercial Centre
Address	Nos. 70–74
Morrison Hill Road	Nos. 171–172
Gloucester Road	Nos. 439–445
Hennessy Road	Nos. 395–399
Hennessy Road
District	Wan Chai	Wan Chai	Wan Chai	Wan Chai
Year of Completion	1980	1979	1964	1975
Property Type	Office	Office	Office	Office
Floor	14/F	11/F	2/F	18/F
Actual Floor	14/F	11/F	2/F	18/F
Unit	A-C	A & B	B	E
Effective Saleable Area (sq.ft.)	2,619.00	800.00	1,334.00	800.00
View	Open View	Seaview	Building View	Building View
Nature	Agreement for Sale & Purchase	Agreement for Sale & Purchase	Agreement for Sale & Purchase	Agreement for Sale & Purchase
Date of Instrument	23 January 2025	13 January 2025	28 November 2024	10 October 2024
Consideration (HKD)	23,582,000	9,200,000	11,600,000	7,320,000
Effective Saleable Unit Rate (HKD/sq.ft.)	9,004	11,500	8,696	9,150
Adjustment
Time	Nil	Nil	(2.3%)	(4.5%)
Location	5.0%	5.0%	(5.0%)	5.0%
Building Age	(3.9%)	(3.6%)	0.9%	(2.4%)
Floor Level	(1.2%)	(0.3%)	2.4%	(2.4%)
Size	(0.5%)	(1.7%)	(1.3%)	(1.7%)
View	(5.0%)	(10.0%)	Nil	Nil
Total Adjustment	(5.7%)	(10.7%)	(5.4%)	(6.1%)
Adjusted Effective Saleable Unit Rate (HKD/sq.ft.)	8,488	10,269	8,228	8,591

Adjustments in terms of different aspects, including time, location, building age, floor level, size, view, frontage and building quality have been made to the unit rates of the adopted comparables. After due adjustments in terms of the aforesaid aspects, the adjusted unit rates of the adopted retail and office sale comparables range from HKD19,384 to HKD27,309 per sq.ft. and HKD8,228 to HKD10,269 per sq.ft. on the basis of effective saleable area respectively. The four adjusted unit rates of retail sale comparables and the four office sale comparables are assigned with the same weight and represent a weighted average of HKD23,100 per sq.ft. and HKD8,894 per sq.ft. on the basis of effective saleable area for the benchmark unit respectively.

APPENDIX III

VALUATION REPORT OF THE PROPERTIES

Further adjustments in terms of floor, size and frontage have been made to the adopted unit rates of each unit of the property, based on the benchmark unit rate of HKD23,100 per sq.ft. and HKD8,894 per sq.ft. of retail and office portions. After due adjustments in terms of the aforesaid aspects, the adjusted unit rates of each unit of the retail and office portion of the property range from HKD23,100 to HKD26,792 per sq.ft. and HKD8,663 to HKD9,234 per sq.ft. on the basis of effective saleable area respectively, which represents averaged unit rate of HKD24,450 per sq.ft. and HKD8,863 per sq.ft. on the basis of effective saleable area respectively. The Market Value of the property with a total effective saleable area of 49,944.43 sq.ft., of which the effective saleable area of the retail and office portions are 1,883.78 sq.ft. and 48,060.65 sq.ft. respectively, is hence circa HKD472,000,000.

III-11 -

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

1. 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.

2. DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executives of the Company in the Shares, underlying shares and debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were recorded in the register required to be kept by the Company under Section 352 of the SFO, or which were required, pursuant to the Model Code for Securities Transactions by Directors adopted by the Company (the "Model Code") to be notified to the Company and the Stock Exchange, were as follows:

Long positions in the Shares

Name of Director	Capacity/nature of interest	Number of Shares held	Approximate percentage of shareholdings
Mr. Huang Wanru	Beneficial owner	1,735,204	0.11%
Ms. Li Li	Interest of controlled corporation(2)	250,551,964	15.98%

Save as disclosed above, so far as was known to the Directors, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in the Shares, underlying shares and debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which were required to notify to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were recorded in the register required to be kept by the Company under Section 352 of the SFO, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

3. SUBSTANTIAL SHAREHOLDERS' AND OTHER PERSONS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES OF THE COMPANY

As at the Latest Practicable Date, so far as was known to the Directors, the following persons (other than the Directors and the chief executive of the Company) had, or were deemed to have, interests or short positions in the Shares or underlying Shares of the Company (i) which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO; or (ii) which were recorded in the register required to be kept by the Company under Section 336 of the SFO:

Long positions in the Shares

Name of Director	Capacity/ nature of interest	Number of Shares held	Approximate percentage of shareholdings
Mr. Cai Xiao Ming, David^{(Note 1)}	Interest of controlled corporation	901,456,892	57.50%
Profitcharm Limited^{(Note 1)}	Beneficial owner	274,325,278	17.50%
Sinorise International Limited^{(Note 1)}	Beneficial owner	627,131,614	40.00%
Masterwork Group Co., Ltd.^{(Note 2)}	Interest of controlled corporation	250,551,964	15.98%
Masterwork Machinery (H.K.) Limited^{(Note 2)}	Beneficial owner	250,551,964	15.98%
Tianjin Dehou Investment Management Partnership (Limited Partnership)	Interest of controlled corporation	103,555,231	6.60%

Notes:

(1) Mr. Cai Xiao Ming, David ("Mr. Cai") beneficially owns the entire share capital of Profitcharm Limited and Sinorise International Limited. By virtue of the SFO, Mr. Cai is deemed to be interested in a total of 901,456,892 shares held by Profitcharm Limited and Sinorise International Limited. Mr. Cai is also a director of Profitcharm Limited and Sinorise International Limited.

(2) Masterwork Group Co. Ltd. ("Masterwork") beneficially owns the entire share capital of Masterwork Machinery (H.K.) Limited. By virtue of the SFO, Masterwork is deemed to be interested in 250,551,964 shares held by Masterwork Machinery (H.K.) Limited. Ms. Li Li, a non-executive Director, is a Chairman of the board of directors of Masterwork.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

Save as disclosed above, so far as was known to the Directors, as at the Latest Practicable Date, no person had, or were deemed to have, an interest or short position in the Shares or underlying Shares of the Company (i) which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO; or (ii) which were recorded in the register required to be kept by the Company under Section 336 of the SFO, or was a substantial shareholder of the Company.

4. DIRECTORS’ INTERESTS IN ASSETS, CONTRACTS AND OTHER INTERESTS

(a) Directors’ interests in contracts

As at the Latest Practicable Date, there is no contract or arrangement entered into by any member of the Group subsisting at the date of this circular in which any Director is materially interested and which is significant to the business of the Group.

(b) Directors’ interests in assets

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been acquired, disposed of by or leased to, or which were proposed to be acquired, disposed of by or leased to, any member of the Group since 31 December 2024, being the date to which the latest published audited consolidated financial statements of the Group were made up.

(c) Competing business

As at the Latest Practicable Date, none of Directors and their respective associates were interested in businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Group.

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group which does not expire or is not terminable by the relevant member of the Group within one year without payment of compensation, other than statutory compensation.

6. LITIGATION

As at the Latest Practicable Date, there were no litigation or claims of material importance pending or threatened against any member of the Group.

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

7. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by members of the Group within the two years immediately preceding and including the Latest Practicable Date and were or might be material:

(i) the sale and purchase agreement dated 29 May 2023 and entered into among Right Tech (China) Limited, a company incorporated in Hong Kong and a wholly-owned subsidiary of the Company, Changsha Yingxin Semitech Limited⁸ (長沙盈芯半導體科技有限公司) as the purchaser and Jiangsu HY Link Science & Technology Co., Ltd.⁸ (江蘇聯恒物宇科技有限公司) in relation to the proposed disposal of the 70% of the equity interest in the Disposal Company by the Group to the purchaser at the cash consideration of RMB51.1 million;

(ii) the Provisional Agreement;

(iii) the Formal Agreement; and

(iv) the conditional sale and purchase agreement dated 20 May 2025 and entered into between Litu Investment & Development Limited, a wholly-owned subsidiary of the Company, as vendor, and Hunan Caixin Investment Holding Group Co. Ltd., as purchaser, in relation to the sale and purchase of 31% equity interest in Changde Gold Roc Printing Co., Ltd. at a cash consideration of RMB142.5 million.

8. EXPERTS AND CONSENTS

The following is the qualification of the experts who have given opinions or advice, which is contained in this circular:

Name	Qualifications
Forvis Mazars CPA Limited	Certified Public Accountants
Vincorn Consulting and Appraisal Limited	Independent professional valuer

As at the Latest Practicable Date, each of the above experts had given and had not withdrawn their respective written consent to the issue of this circular with the inclusion herein of its letter or their names in the form and context in which they appear.

As at the Latest Practicable Date, the above experts did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

IV-4 -

APPENDIX IV

STATUTORY AND GENERAL INFORMATION

As at the Latest Practicable Date, the above experts did not have any interest, either directly or indirectly, in any assets which had been since 31 December 2024 (being the date to which the latest published audited financial statements of the Company were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

9. MISCELLANEOUS

(i) The registered office of the Company is situated at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

(ii) The head office and principal place of business of the Company is situated at 3/F, 38 On Lok Mun Street, On Lok Tsuen, Fanling, New Territories, Hong Kong.

(iii) The company secretary of the Company is Mr. Chan Wing Chung. Mr. Chan Wing Chung is an associate member of The Hong Kong Chartered Governance Institute and a fellow member of the Hong Kong Institute of Certified Public Accountants.

(iv) The Company's Principal Share Registrar and Transfer Office is Suntera (Cayman) Limited, at Royal Bank House 3rd Floor, 24 Shedden Road P.O. Box 1586 Grand Cayman KY1-1110 Cayman Islands. The Company's Hong Kong Branch Share Registrar and Transfer Office is Tricor Investor Services Limited, at 17/F, Far East Finance Centre 16 Harcourt Road Hong Kong.

(v) This circular has been printed in English and Chinese; in the event of inconsistency, the English version shall prevail.

10. DOCUMENTS ON DISPLAY

Copies of the following documents will be available on (i) the website of the Company (www.lituholdings.com); and (ii) the website of the Stock Exchange (www.hkex.com) during the period of 14 days from the date of this circular.

(a) the assurance report on the unaudited pro forma consolidated statement of financial position of the Group prepared by Forvis Mazars CPA Limited, the text of which is set out in Appendix II to this circular;

(b) the property valuation report prepared by Vincorn Consulting and Appraisal Limited, the text of which is set out in Appendix III to this circular;

(d) the Provisional Agreement; and

(e) the Formal Agreement.

AI assistant

Litu Holdings Limited — Proxy Solicitation & Information Statement 2025

49624_rns_2025-05-26_6f603c34-f7c5-4519-9ff6-77e445a4bb22.pdf

LITU HOLDINGS LIMITED

MAJOR TRANSACTION: ACQUISITION OF PROPERTY

LITU HOLDINGS LIMITED

力圖控股有限公司

Board of Directors

MAJOR TRANSACTION: ACQUISITION OF PROPERTY

INTRODUCTION

Consideration

THE FORMAL AGREEMENT

Information of the Vendor

Information of the Properties

REASONS FOR THE ACQUISITION

FINANCIAL EFFECT OF THE ACQUISITION

IMPLICATIONS UNDER THE LISTING RULES

GENERAL

RECOMMENDATION

ADDITIONAL INFORMATION

1. FINANCIAL INFORMATION OF THE GROUP

2. INDEBTEDNESS STATEMENT

Borrowings

Pledge of assets

Contingent liabilities

Commitment

Disclaimer

3. WORKING CAPITAL SUFFICIENCY

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

5. MATERIAL ADVERSE CHANGE

forv/s mazars

A. INDEPENDENT REPORTING ACCOUNTANT'S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

Directors' responsibility for the unaudited pro forma financial information

Reporting accountant's independence and quality management

Reporting accountant's responsibilities

Reporting accountant's responsibilities (continued)

Opinion

B. UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

1. Introduction

3. NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

INSTRUCTION AND VALUATION DATE

VALUATION STANDARDS

VALUATION BASIS

VALUATION ASSUMPTIONS

VALUATION METHODOLOGY

LAND TENURE AND TITLE INVESTIGATION

INFORMATION SOURCES

INSPECTION AND INVESTIGATIONS

INDEPENDENCE

CURRENCY

VALUATION CERTIFICATE

Notes:

Item

Details

Shop B on G/F

9/F

12/F

1. RESPONSIBILITY STATEMENT

2. DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS

3. SUBSTANTIAL SHAREHOLDERS' AND OTHER PERSONS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES OF THE COMPANY

Notes:

4. DIRECTORS’ INTERESTS IN ASSETS, CONTRACTS AND OTHER INTERESTS

(a) Directors’ interests in contracts

(b) Directors’ interests in assets

(c) Competing business

5. DIRECTORS’ SERVICE CONTRACTS

6. LITIGATION

7. MATERIAL CONTRACTS

8. EXPERTS AND CONSENTS

9. MISCELLANEOUS

10. DOCUMENTS ON DISPLAY

More from Litu Holdings Limited

Litu Holdings Limited Proxy Solicitation & Information Statement 2025