Litu Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 13, 2026

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 and the accompanying form of proxy 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

力圆控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1008)

(1) PROPOSED GRANT OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE

BY THE COMPANY OF ITS OWN SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS;

(3) PROPOSED PAYMENT OF FINAL DIVIDEND; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at Rooms 903–904, 9/F, Tung Wai Commercial Building, 109–111 Gloucester Road, Wanchai, Hong Kong on Friday, 29 May 2026 at 11:00 a.m. is set out on pages 13 to 17 of this circular. A form of proxy for use at the annual general meeting is also enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company at (www.lituholdings.com).

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

14 April 2026

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CONTENTS

Page

Definitions 1

Letter from the Board 3
Introduction 3
General Mandate and Repurchase Mandate 4
Re-election of Directors 5
Proposed payment of Final Dividend 5
Closure of register of members 5
Action to be taken 6
Recommendation 6
General 6

Appendix I — Explanatory statement 7

Appendix II — Details of Directors proposed to be re-elected at the AGM 11

Notice of AGM 13

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DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be convened and held on Friday, 29 May 2026 to consider and, if thought fit, to approve, among other things, (i) the proposed grant of the General Mandate and the Repurchase Mandate; (ii) the proposed re-election of Directors; and (iii) the proposed payment of the Final Dividend (or any adjournment thereof)

"Articles of Association"
the articles of association of the Company, and “Article” shall mean an Article of the Articles of Association

"Board"
the board of Directors

"CCASS"
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system

"close associate(s)"
has the meaning ascribed to this term under the Listing Rules

"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

"controlling shareholder(s)"
has the same meaning ascribed to it under the Listing Rules, and for the context of this circular, shall mean Mr. Cai Xiao Ming, David, Sinorise International Limited and Profitcharm Limited

"core connected person"
has the same meaning ascribed to it under the Listing Rules

"Director(s)"
the director(s) of the Company

"Final Dividend"
the final dividend for the year ended 31 December 2025

"General Mandate"
the general mandate proposed to be granted to the Directors at the AGM to allot, issue and otherwise deal with (including the resale and transfer of Treasury Shares) additional Shares up to a maximum of 20% of the total number of issued Shares (excluding Treasury Shares, if any) of the Company at the date of the passing of such resolution

"Group"
the Company and its subsidiaries

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DEFINITIONS

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

“Latest Practicable Date” 2 April 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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

“Repurchase Mandate” the repurchase mandate proposed to be granted to the Directors at the AGM to repurchase up to a maximum of 10% of the total number of issued Shares (excluding Treasury Shares, if any) of the Company at the date of passing such resolution

“SFO” the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)

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

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

“Stock Exchange” The Stock Exchange of Hong Kong Limited

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

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers

“Treasury Shares” has the same meaning ascribed thereto under the Listing Rules

“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

“%” per cent.

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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. 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:

Rooms 903–904

9/F, Tung Wai Commercial Building

109–111 Gloucester Road

Wanchai

Hong Kong

14 April 2026

To the Shareholders

Dear Sir or Madam

(1) PROPOSED GRANT OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE

BY THE COMPANY OF ITS OWN SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS;

(3) PROPOSED PAYMENT OF FINAL DIVIDEND; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the AGM to be held at Rooms 903–904, 9/F, Tung Wai Commercial Building, 109–111 Gloucester Road, Wanchai, Hong Kong on Friday, 29 May 2026 at 11:00 a.m., resolutions will be proposed, among other matters:

(a) to grant the General Mandate to the Directors;

(b) to grant the Repurchase Mandate to the Directors;

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LETTER FROM THE BOARD

(c) to increase the number of Shares to be allotted and issued under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate (excluding those held as Treasury Shares);
(d) to re-elect the Directors; and.
(e) to declare the Final Dividend.

The purposes of this circular are to provide you with information in relation to the resolutions to be proposed at the AGM for (i) the grant of the General Mandate and the Repurchase Mandate; (ii) the re-election of Directors; and (iii) the payment of the Final Dividend, and to give you the notice of the AGM.

GENERAL MANDATE AND REPURCHASE MANDATE

The General Mandate and the Repurchase Mandate shall be effective until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company; or
(b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands to be held; or
(c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

General Mandate

The Company has in issue an aggregate of 1,567,884,634 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot, issue and deal with (including the resale and transfer of Treasury Shares) up to a maximum of 313,576,926 Shares, representing 20% of the aggregate total number of the issued Shares (excluding Treasury Shares, if any) at the time of the passing of the resolution approving the General Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM.

The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme as may be approved by the Shareholders.

Repurchase Mandate

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

According to Article 84(1), one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation at every annual general meeting of the Company. A retiring Director shall be eligible for re-election.

In accordance with Article 84(1), Ms. Chen Lin Lin Caddie and Ms. Li Li shall retire from their offices as Director. Being eligible, each of Ms. Chen Lin Lin Caddie and Ms. Li Li would offer herself for re-election as Director. At the AGM, an ordinary resolution will be proposed to re-elect each of Ms. Chen Lin Lin Caddie and Ms. Li Li as executive Director and non-executive Director, respectively.

Particulars relating to Ms. Chen Lin Lin Caddie and Ms. Li Li are set out in Appendix II to this circular.

PROPOSED PAYMENT OF FINAL DIVIDEND

Subject to Shareholders’ approval at the AGM, the Board has recommended the Final Dividend of HK2.6 cents per Share for the year ended 31 December 2025. The Final Dividend shall be payable to the Shareholders whose names appear on the register of members of the Company as at the close of business on Monday, 8 June 2026. Subject to the approval of the Shareholders at the AGM, the Final Dividend will be paid to the Shareholders on or about Tuesday, 30 June 2026.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 22 May 2026 to Friday, 29 May 2026 (both days inclusive), during which period no transfer of shares of the Company will be registered. The record date for determining the eligibility of the Shareholders to attend and vote at the AGM will be Friday, 29 May 2026. In order to be eligible to attend and vote at the AGM, all transfer of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 21 May 2026.

For determining the entitlement to receive the proposed Final Dividend (subject to the approval by the shareholders at the AGM), the register of members will be closed from Friday, 5 June 2026 to Monday, 8 June 2026 (both days inclusive) during which period no transfer of shares will be effected. In order to qualify for the proposed Final Dividend, all transfers accompanied by the relevant share certificate must be lodged with the Company’s share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 4 June 2026 for registration. The record date for determining the entitlement to receive the proposed Final Dividend will be Monday, 8 June 2026.

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LETTER FROM THE BOARD

ACTION TO BE TAKEN

Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or adjournment thereof in person if you so wish.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

Treasury Shares, if any and registered under the name of the Company, shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt, for the purpose of the Listing Rules, Treasury Shares, if any, pending withdrawal from and/or transferring through CCASS shall not bear any voting rights at the Company's general meeting(s).

RECOMMENDATION

The Directors believe that (i) the proposed grant of the General Mandate and the Repurchase Mandate; (ii) the extension of the General Mandate; (iii) the proposed re-election of Directors; and (iv) the payment of the Final Dividend, are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

GENERAL

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM. Your attention is drawn to the information set out in the appendices to this circular.

Yours faithfully

For and on behalf of the Board

Litu Holdings Limited

Huang Wanru

Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. REPURCHASE OF SECURITIES FROM CONNECTED PARTIES

The Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a "core connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling his/her/its securities to the Company on the Stock Exchange.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is passed.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,567,884,634 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are to be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 156,788,463 fully paid Shares.

3. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. When exercising the Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchase, resolve to cancel the shares repurchased following settlement of any such repurchase or hold them as Treasury Shares. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as Treasury Shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the memorandum and articles of association of the Company, and the laws of the Cayman Islands. Repurchase of Shares will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

The Directors have no present intention to cause the Company to repurchase any Shares and they would only exercise the power to do so under circumstances where they consider that doing so would be in the best interests of the Company and the Shareholders as a whole.

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APPENDIX I

EXPLANATORY STATEMENT

4. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available under the Cayman Islands law and the memorandum and articles of association of the Company for such purpose.

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2025, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

For Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those shares were registered in the Company's own name as Treasury Shares, which may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.

Shareholders and potential investors of the Company are advised to pay attention to any announcement to be published by the Company in the future, including but without limitation, any relevant next day disclosure return (which shall identify, amongst others, the number of repurchased shares that are to be held in treasury or cancelled upon settlement of such repurchase, and where applicable, the reasons for any deviation from the intention statement previous disclosed) and any relevant monthly return.

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APPENDIX I

EXPLANATORY STATEMENT

5. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months were as follows:

| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 0.250 | 0.212 |
| May | 0.310 | 0.221 |
| June | 0.310 | 0.235 |
| July | 0.330 | 0.235 |
| August | 0.315 | 0.236 |
| September | 0.270 | 0.232 |
| October | 0.242 | 0.201 |
| November | 0.214 | 0.191 |
| December | 0.240 | 0.197 |
| 2026 | | |
| January | 0.215 | 0.182 |
| February | 0.219 | 0.187 |
| March | 0.210 | 0.173 |
| April (up to the Latest Practicable Date) | 0.193 | 0.185 |

6. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM and exercised.

The Directors, so far as the same may be applicable, will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands. Neither the explanatory statement in this Appendix I nor the Repurchase Mandate has any unusual features.

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

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APPENDIX I

EXPLANATORY STATEMENT

For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Directors, Mr. Cai Xiao Ming, David and Ms. Li Li are entitled to exercise and/or control the exercise of 57.50% and 15.98% of the voting rights in the general meetings of the Company respectively. In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the voting rights of Mr. Cai Xiao Ming, David and Ms. Li Li in the Company would increase to approximately 63.88% and 17.76% respectively. Such increase will not give rise to an obligation on either of them to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code. The Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any purchase made under the Repurchase Mandate.

The Directors will not exercise the Repurchase Mandate to such an extent that would result in the amount of Shares held by the public being reduced to less than 25%.

1. SHARES REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has repurchased any of the Company's listed securities during the six months immediately prior to the Latest Practicable Date.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

The details of the Directors who will retire from office by rotation at the AGM and being eligible, would offer themselves for re-election at the AGM, are set out below:

Ms. Chen Lin Lin Caddie (陳玲玲) — Executive Director

Ms. Chen Lin Lin Caddie (“Ms. Chen”), aged 40, was appointed as an executive Director with effect from 16 April 2024. She is the investment director of the Group and is mainly responsible for overseeing and managing the investment projects of the Group in the People’s Republic of China and overseas. She has obtained a bachelor’s degree in finance and a master’s degree in accounting from Southern Methodist University in 2007 and 2009 respectively. Prior to joining the Group, she was a director of Merryearn Development Limited, a company principally engaged in real estate development and management from July 2020 to April 2024 and was a founding partner of Universal Capital Management Limited, a company principally engaged in private equity fund management in real estate, food and beverage, education, packaging manufacturing and transportation industry in China and Canada from May 2015 to June 2020. Ms. Chen has over 10 years of experience in the real estate investment, development, and management industry, and in particular, is experienced in monitoring and overseeing the internal control and compliance of companies in a directorial or managerial role. She is the sister-in-law of Mr. Cai Xiao Ming, David, a controlling shareholder of the Company.

Ms. Chen has signed a letter of appointment with the Company for a term of 3 years, which may be terminated by serving 3 months’ notice in advance by either party. In accordance with the Articles of Association, Ms. Chen will be subject to retirement and re-election at the general meetings of the Company. Ms. Chen will not receive any director’s fee for her appointment as an executive Director but may be entitled to receive discretionary bonuses (if any, as determined by the Board at its discretion). For her other roles in the Group, she is entitled to receive an emolument of HK$500,000 per annum and any discretionary bonus to be determined by the Company in its absolute discretion. The terms of her emolument have been reviewed and recommended by the remuneration committee of the Company with reference to the prevailing market rate and her duties and responsibilities in the Group, and which terms were approved by the Board.

Save as disclosed above and as at the Latest Practicable Date, Ms. Chen (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company; (iii) has not held any other directorships in listed public companies in the past three years; and (iv) does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Ms. Chen that need to be brought to the attention of the Shareholders nor is there any information relating to Ms. Chen that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Ms. LI Li (李莉) — Non-executive Director

Ms. LI Li (“Ms. Li”), aged 54, was appointed as a non-executive Director on 22 July 2015. Ms. Li is a Chairman of the board of directors of Masterwork Group Co., Ltd. (天津長榮科技集團股份有限公司) (“Masterwork”, together with its subsidiaries, the “Masterwork Group”), a company whose issued shares are listed on the Shenzhen Stock Exchange (Stock code: 300195). She is also an executive director of certain subsidiaries of the Masterwork Group Co., Ltd. and Tianjin Ming Xuan Investment Limited Company* (天津名軒投資有限公司). She has been appointed as a member of the supervisory board of Heidelberger Druckmaschinen AG, a company listed on the Frankfurt stock exchange, since 25 July 2019. Ms. Li is qualified as a senior economist in the People’s Republic of China. She has extensive management experience in printing and packaging companies.

Ms. Li has signed a letter of appointment with the Company for a term of three years, which may be terminated by serving three months’ notice in advance by either party. In accordance with the articles of association of the Company, Ms. Li will be subject to retirement and re-election at the general meetings of the Company. Ms. Li will not receive any director fee or emolument from the Company. Her emolument has been reviewed and recommended by the Remuneration Committee with reference to the terms of the previous non-executive Director and which terms were approved by the Board.

Save as disclosed above and as at the Latest Practicable Date, Ms. Li (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior management, substantial shareholder (as defined in the Listing Rules) or controlling shareholder (as defined in the Listing Rules) of the Company; and (iii) has not held any other directorships in listed public companies in the past three years.

As at the Latest Practicable Date, Ms. Li is deemed to be interested in 250,551,964 Shares within the meaning of Part XV of the SFO, representing approximately $15.98\%$ of the issued share capital of the Company. Save as disclosed above and as at the Latest Practicable Date, Ms. Li did not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning Ms. Li that need to be brought to the attention of the Shareholders nor is there any information relating to Ms. Li that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF AGM

LITU HOLDINGS LIMITED

力圖控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1008)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Litu Holdings Limited (the "Company") will be held at Rooms 903–904, 9/F, Tung Wai Commercial Building, 109–111 Gloucester Road, Wanchai, Hong Kong on Friday, 29 May 2026 at 11:00 a.m. to transact the following ordinary business:

1. to receive and consider the audited consolidated financial statements and reports of the directors (the "Directors") and auditors of the Company for the year ended 31 December 2025;

2. to declare a final dividend for the year ended 31 December 2025 of HK2.6 cents per share (each a "Share") of HK$0.005 in the capital of the Company;

3. (a) to re-elect Ms. Chen Lin Lin Caddie as executive Director;

(b) to re-elect Ms. Li Li as non-executive Director; and

(c) to authorise the board of Directors to fix the Directors' remuneration;

1. to re-appoint auditors and to authorise the board of Directors to fix their remuneration;

and, as special business and, if thought fit, passing the following resolutions as ordinary resolutions:

1. "THAT:

(a) subject to paragraph (c) below, pursuant to the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued Shares, to sell and/or transfer Shares out of treasury that are held as Treasury Shares (as defined in the Listing Rules), and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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NOTICE OF AGM

(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with and Treasury Shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares (including the sale and/or transfer of any Shares out of treasury that are held as Treasury Shares) in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares 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, shall not exceed the aggregate of 20 per cent. of the total number of the Shares in issue (excluding Treasury Shares, if any) on the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

(d) 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 articles of association of the Company or any applicable law of the Cayman Islands 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;

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NOTICE OF AGM

"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).

1. "THAT:

(a) the exercise by the Directors during the Relevant Period of all powers of the Company to purchase the 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 "Securities and Futures Commission") and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

(b) the total number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10 per cent. of the aggregate number of the issued Shares (excluding Treasury Shares (as defined in the Listing Rules), if any) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; 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 articles of association of the Company or any applicable law of the Cayman Islands 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 of the Company by this resolution."

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NOTICE OF AGM

1. “THAT subject to the ordinary resolutions nos. 5 and 6 above being duly passed, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with unissued Shares, to sell and/or transfer Shares out of treasury that are held as Treasury Shares, pursuant to resolution no. 5 above be and is hereby extended by the addition thereon of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this resolution, provided that such amount shall not exceed 10 per cent. of the total number of the issued Shares (excluding Treasury Shares, if any) on the date of the passing of resolution no. 6.”

By order of the Board
Litu Holdings Limited
Huang Wanru
Chairman

Hong Kong, 14 April 2026

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:
Rooms 903–904
9/F, Tung Wai Commercial Building
109–111 Gloucester Road
Wanchai
Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. The Board has recommended the payment of a final dividend for the year ended 31 December 2025 of HK2.6 cents per Share and, if such dividend is declared by the members passing resolution no. 2, it is expected to be paid on or about Tuesday, 30 June 2026 to those shareholders whose names appeared on the Company’s register of members on Monday, 8 June 2026.

4. For determining the entitlement to attend and vote at the annual general meeting, the register of members of the Company will be closed from Friday, 22 May 2026 to Friday, 29 May 2026 (both days inclusive), during which period no transfer of shares of the Company will be registered. The record date for determining the eligibility of the Shareholders to attend and vote at the AGM will be 29 May 2026. In order to be eligible to attend and vote at the annual general meeting, all transfer of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 21 May 2026.

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NOTICE OF AGM

1. For determining the entitlement to receive the proposed final dividend, the register of members of the Company will be closed from Friday, 5 June 2026 to Monday, 8 June 2026 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to receive the proposed final dividend, all transfer of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 4 June 2026. The record date for determining the entitlement to receive the proposed Final Dividend will be Monday, 8 June 2026.

2. In relation to proposed resolutions nos. 5 and 7 above, approvals are being sought from the shareholders of the Company for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Listing Rules. The Directors have no immediate plans to issue any Shares other than the Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme as may be approved by shareholders of the Company.

3. In relation to proposed resolution no. 6 above, the Directors wish to state that they shall exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of the Company dated 14 April 2026.

4. If a black rainstorm warning signal is in force or a tropical cyclone warning signal no. 8 or above is hoisted in Hong Kong or "extreme conditions" caused by a super typhoon at 8:00 a.m. on the day of the annual general meeting, the annual general meeting will be adjourned. The Company will publish an announcement on its website (www.lituholdings.com) and the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) to notify shareholders of the date, time and venue of the adjourned meeting.

Shareholders should decide on their own whether they would attend the annual general meeting under bad weather conditions having regard to their own situations. Shareholders may contact the Company's Hong Kong branch share registrar's customer service hotline at (852) 2980 1333 during business hours (9:00 a.m. to 6:00 p.m. Monday to Friday, excluding Hong Kong public holidays) for the meeting arrangements.

As at the date of this notice, the Board comprises two executive Directors, namely, Mr. Huang Wanru (Chairman) and Ms. Chen Lin Lin Caddie, one non-executive Director, namely, Ms. Li Li, and three independent non-executive Directors, namely, Mr. Lam Ying Hung, Andy, Mr. Siu Man Ho, Simon and Dr. Wan Xiaoxia.

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