THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, 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 in Lvji Technology Holdings Inc., 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 transfer was effected for transmission to the purchaser or 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.

Lvji Technology Holdings Inc.

驪跡科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1745)

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
(2) RE-ELECTION OF RETIRING DIRECTORS
(3) RE-APPOINTMENT OF AUDITOR
(4) PROPOSED AMENDMENTS TO THE ARTICLES AND
ADOPTION OF THE AMENDED AND
RESTATED ARTICLES OF ASSOCIATION
AND
(5) NOTICE OF THE AGM

Capitalised terms used in the lower portion of this cover page shall have the same respective meanings as those defined in the section headed "DEFINITIONS" of this circular.

A notice convening the AGM of the Company to be held at the conference room of 4/F, Buddy Hotel, No. 236 Gaotang Road, Tianhe District, Guangzhou, Guangdong Province, the PRC on Thursday, June 25, 2026 at 3:00 p.m. is set out on pages 33 to 37 of this circular. A form of proxy for use at the AGM is enclosed with the notice of the AGM.

Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.lvji.cn). Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM (i.e. not later than 3:00 p.m. on Tuesday, June 23, 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending, speaking and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked. For avoidance of doubt, holders of treasury shares (if any) shall abstain from voting at the AGM.

May 21, 2026

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD 4
Introduction 5
General Mandate to Issue New Shares 5
General Mandate to Repurchase Shares. 6
Re-election of Retiring Directors 6
Re-appointment of Auditor 7
Proposed Amendments to the Articles and adoption of the Amended and Restated Articles of Association 8
AGM 8
Voting by Poll. 9
Recommendation 9
Responsibility Statement. 9
General. 9

APPENDIX I - Explanatory Statement 10

APPENDIX II - Details of Retiring Directors Proposed for Re-election 15

APPENDIX III - Proposed Amendments to the Articles 19

APPENDIX IV - Notice of the AGM. 33

This circular is prepared in both English and Chinese. In the event of any inconsistency, the English text of this circular shall prevail.

DEFINITIONS

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

"AGM"
an annual general meeting of the Company to be convened and held at the conference room of 4/F, Buddy Hotel, No. 236 Gaotang Road, Tianhe District, Guangzhou, Guangdong Province, the PRC on Thursday, June 25, 2026 at 3:00 p.m. or any adjournment thereof

"Amended and Restated Articles of Association"
the third amended and restated articles of association of the Company containing the Proposed Amendments to be adopted by the Shareholders at the AGM

"Articles"
the articles of association of the Company as amended from time to time

"Audit Committee"
the audit committee of the Company

"Board"
the board of Directors

"Boardroom"
Boardroom Share Registrars (HK) Limited

"BVI"
the British Virgin Islands

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC

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

"Company"
Lvji Technology Holdings Inc. (驪鈰科技控股有限公司), an exempted company with limited liability incorporated on November 7, 2018 in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1745)

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

"Controlling Shareholders"
Mr. Zang, Lu Jia Technology, Mr. Fan, Invest Profit, Qifu Honglian LLP, Qifu Honglian BVI, Jieming Sanhao LLP and Jieming Sanhao BVI

"Corporate Governance Code"
the section headed "Part 2 – Principles of good corporate governance, code provisions and recommended best practices" of the Corporate Governance Code set out in Appendix C1 to the Listing Rules

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

"General Mandates"
the Share Issue Mandate and the Share Repurchase Mandate

"Group"
the Company and its subsidiaries

DEFINITIONS

“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“INED(s)”	the independent non-executive Director(s)
“Invest Profit”	Invest Profit Technology Holdings Limited, a company incorporated in the BVI with limited liability on November 6, 2018 which is wholly-owned by Mr. Fan and a Controlling Shareholder
“Jieming Sanhao BVI”	捷銘文旅投資有限公司 (Jieming Culture & Travel Investment Ltd.*), a company incorporated in the BVI with limited liability on January 2, 2019 which is wholly-owned by Jieming Sanhao LLP and a Controlling Shareholder
“Jieming Sanhao LLP”	廣州市捷銘叁號投資企業(有限合夥)(Guangzhou Jieming No. 3 Investment Enterprise (Limited Partnership)*), a limited partnership established in the PRC on May 26, 2016 and a Controlling Shareholder
“Latest Practicable Date”	May 20, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing”	listing of the Shares on the Main Board of the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
“Lu Jia Technology”	Lu Jia Technology Holdings Limited, a company incorporated in the BVI with limited liability on November 6, 2018 which is wholly-owned by Mr. Zang and a Controlling Shareholder
“Mr. Fan”	樊保國 (Fan Baoguo*), a PRC resident and a Controlling Shareholder
“Mr. Zang”	臧偉仲 (Zang Weizhong*), a PRC resident and an executive Director, chairman of the Board and a Controlling Shareholder
“Nomination Committee”	the nomination committee of the Company
“PRC” or “China”	the People’s Republic of China, except where the context otherwise requires, geographical references in this circular to the PRC or China exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“Proposed Amendments”	the proposed amendments to the existing Articles as set out in Appendix III to this circular

DEFINITIONS

“Qifu Honglian BVI”
QF HL LJ Limited, a company incorporated in the BVI with limited liability on November 13, 2018 which is wholly-owned by Qifu Honglian LLP and a Controlling Shareholder

“Qifu Honglian LLP”
長興啓賦宏聯股權投資合夥企業(有限合夥) (Changxing Qifu Honglian Equity Investment (Limited Partnership)*) (formerly known as 長興啓賦宏聯投資管理合夥企業(有限合夥)), a limited partnership established in the PRC on June 29, 2016 and a Controlling Shareholder

“Retiring Directors”
Mr. Wang Lei, Ms. Gu Jianlu, Ms. Gu Ruizhen, Mr. Wu Qiang and Mr. Wang Lu

“RMB”
Renminbi, the lawful currency of the PRC

“SFO”
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Share(s)”
ordinary share(s) of nominal value US$0.01 each in the share capital of the Company

“Share Issue Mandate”
the proposed general and unconditional mandate to be granted to the Directors to exercise the power of the Company to allot, issue and deal with additional Shares (including sale or transfer of treasury shares out of treasury, if any) not exceeding 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of the passing of the relevant resolution granting such mandate

“Share Repurchase Mandate”
the proposed general and unconditional mandate to be granted to the Directors to exercise the power of the Company to repurchase Shares on the Stock Exchange of up to a maximum of 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of the passing of the relevant resolution granting such mandate

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

“Stock Exchange”
The Stock Exchange of Hong Kong Limited

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

“Takeovers Code”
the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended from time to time

“treasury shares”
has the meaning ascribed to it under the Listing Rules

“%”
per cent

For identification purposes only
3 -

LETTER FROM THE BOARD

Lvji Technology Holdings Inc.

驢跡科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1745)

Executive Directors:
Mr. Zang Weizhong (Chairman)
Mr. Wang Lei (Vice Chairman and Chief Executive Officer)
Mr. Liu Hui

Independent non-executive Directors:
Ms. Gu Jianlu
Ms. Gu Ruizhen
Mr. Wu Qiang
Mr. Wang Lu

Registered Office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands

Principal Place of Business in the PRC:
Room 602, 11 Ruanjian Road
Tianhe District
Guangzhou City
China

Principal Place of Business
in Hong Kong:
31/F., 148 Electric Road
North Point
Hong Kong

May 21, 2026

To the Shareholders

Dear Sir or Madam,

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with the relevant information in respect of, among other matters, (i) the Share Issue Mandate; (ii) the Share Repurchase Mandate; (iii) the re-election of the Retiring Directors; (iv) the re-appointment of auditor; (v) the Proposed Amendments to the Articles and adoption of the Amended and Restated Articles of Association, and to give you notice of the AGM relating to, among other matters, these matters.

GENERAL MANDATE TO ISSUE NEW SHARES

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the power of the Company to allot, issue and deal with Shares (including sale or transfer of treasury shares out of treasury, if any) not exceeding 20% of the total number of the issued Shares (excluding treasury shares, if any) as at the date of passing of the resolution. As at the Latest Practicable Date, the total number of issued Shares was 2,530,801,012 Shares. Assuming that there is no change in the total number of issued Shares between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Issue Mandate, the maximum number of Shares which may be issued pursuant to the Share Issue Mandate will be 506,160,202 Shares, representing 20% of the total number of issued Shares (excluding treasury shares, if any) on the date of passing the resolution approving the Share Issue Mandate.

The Share Issue Mandate will end on 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 pursuant to the Articles or any applicable laws to be held; or (iii) the revocation or variation of the authority given under the Share Issue Mandate by an ordinary resolution of the Shareholders in general meeting.

Pursuant to Rule 10.06(5) of the Listing Rules, the Company may cancel the repurchased Shares following settlement of any such repurchase and/or hold such Shares in treasury, subject to market conditions and its capital management needs at the relevant time of such repurchase. Accordingly, if the Company buys back any Shares pursuant to the Repurchase Mandate and holds such Shares in treasury, any resale or transfer of the Shares held in treasury will be subject to the Share Issue Mandate as set out in resolution numbered 4 of the notice of the AGM on pages 33 to 37 of this circular and made in accordance with the Listing Rules and the applicable laws and regulations.

Subject to the passing of the ordinary resolutions regarding the General Mandates, an ordinary resolution will also be proposed at the AGM to extend the Share Issue Mandate by an amount not exceeding the total number of the Shares repurchased by the Company pursuant to the Share Repurchase Mandate.

The Directors wish to state that they have no immediate plan to issue any Shares pursuant to the Share Issue Mandate. The Company did not hold any treasury shares as at the Latest Practicable Date.

LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to repurchase issued Shares subject to the criteria set forth in this circular. In particular, Shareholders should note that the maximum number of Shares that may be repurchased pursuant to the Share Repurchase Mandate will be such number which represents 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the resolution subject to the Listing Rules. As at the Latest Practicable Date, the total number of issued Shares was 2,530,801,012 Shares. Assuming that there is no change in the total number of issued Shares between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Share Repurchase Mandate will be 253,080,101 Shares, representing 10% of total number of issued Shares (excluding treasury shares, if any) on the date of passing the resolution approving the Share Repurchase Mandate.

The Share Repurchase Mandate will end on 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 pursuant to the Articles or any applicable laws to be held; or (iii) the revocation or variation of the authority given under the Share Repurchase Mandate by an ordinary resolution of the Shareholders in the general meeting.

An explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules to provide the requisite information in connection with the Share Repurchase Mandate, is set forth in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

In compliance with paragraph B.2.2 of the code provisions as set out in the Corporate Governance Code as contained in Appendix C1 to the Listing Rules, every Director should be subject to retirement by rotation at least once every three years. Article 84 of the Articles also provides that at each annual general meeting one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years and that any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment. Accordingly, Mr. Wang Lei, Ms. Gu Jianlu and Ms. Gu Ruizhen will retire from office by rotation and, being eligible, have offered themselves for re-election at the AGM.

In accordance with Article 83(3) of the Articles, any Director appointed by the Board to fill a casual vacancy on the Board shall hold office until the first general meeting of the Company after his/her appointment and be subject to re-election at such meeting. Mr. Wu Qiang (appointed on October 27, 2025) and Mr. Wang Lu (appointed on December 5, 2025) will hold office until the forthcoming AGM and, being eligible, have offered themselves for re-election at the AGM.

The nominations were made in accordance with the nomination policy of the Company and the objective criteria (including without limitation, skills, accomplishments, experience, reputation and potential time commitment for the Board and/or committee responsibilities), with due regard for the benefits of diversity as set out under the board diversity policy of the Company. The Nomination Committee had also taken into account the overall contribution and service to the Company of the Retiring Directors to the Board and their commitment to their roles.

LETTER FROM THE BOARD

The Nomination Committee considered that in view of their educational backgrounds and professional knowledge, which are diverse and different from those of other Directors, and accomplishments as set out in Appendix II to this circular, the Retiring Directors will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective functioning and their continuous appointments will contribute to the diversity of the Board appropriate to the requirements of the Group's business. The Nomination Committee (with each of Mr. Wang Lu, Ms. Gu Jianlu and Ms. Gu Ruizhen abstaining from the assessment and review in relation to themselves) assessed and reviewed each of the INEDs' written confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them, including Mr. Wu Qiang, Mr. Wang Lu, Ms. Gu Jianlu and Ms. Gu Ruizhen, remain independent. In addition, the Nomination Committee (with each of Mr. Wang Lu, Ms. Gu Jianlu and Ms. Gu Ruizhen abstaining from the evaluation in relation to themselves) had evaluated the performance of each of the Retiring Directors for the year ended 31 December, 2025 based on the nomination policy of the Company and found their performance satisfactory.

The Board believed that the re-election of Mr. Wu Qiang, Mr. Wang Lu, Ms. Gu Jianlu and Ms. Gu Ruizhen as INEDs and Mr. Wang Lei as executive Director, would be in the best interests of the Company and its Shareholders as a whole.

Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that all the Retiring Directors to be re-elected as Directors at the AGM. As a good corporate governance practice, each of the Retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the AGM. Further information about the Board's composition and diversity as well as the attendance record at the meetings of the Board and/or its committees and the general meetings of the Directors (including the Retiring Directors) is disclosed in the corporate governance report of the annual report dated March 31, 2026.

Details of the above named Directors who are subject to re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

RE-APPOINTMENT OF AUDITOR

Grant Thornton Hong Kong Limited ("Grant Thornton"), which has audited the consolidated financial statements of the Company for the year ended December 31, 2025, will retire as the auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment.

The Board, upon the recommendation of the Audit Committee, proposes to re-appoint Grant Thornton as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company and authorize the Board to fix its remuneration.

The estimated annual audit fee payable to Grant Thornton for the year 2026 is expected to be in the range of approximately RMB2.6 million to RMB3 million (exclusive of out-of-pocket expenses), which is determined after due consideration and arm's length negotiations between the Company and Grant Thornton, taking into account, among other things, the size and complexity of the Group's business operations, the expected scope of the audit, the audit timetable, the level and mix of professional staff to be deployed, the anticipated audit workload, and prevailing market rates for comparable services.

LETTER FROM THE BOARD

The estimated audit fee also assumes that there will be no material change in the Group's operations, accounting policies or regulatory environment during the year 2026, and that the Company will provide timely and adequate assistance and information as reasonably required for the purposes of the audit.

PROPOSED AMENDMENTS TO THE ARTICLES AND ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION

The Board resolved at a meeting on May 19, 2026 to propose to make the Proposed Amendments to the existing Articles including, without limitation, (i) amendments to bring the existing Articles in line with the latest regulatory requirements of the Listing Rules relating to the enabling of convening and holding of virtual or hybrid general meetings and vote casting by electronic means as well as the applicable laws of the Cayman Islands; and (ii) other housekeeping amendments. The Board further proposed to adopt the Amended and Restated Articles of Association incorporating and consolidating all the Proposed Amendments, in substitution for, and to the exclusion of, the existing Articles. Details of the Proposed Amendments are set out in Appendix III to this circular.

The legal advisors of the Company as to Hong Kong laws have confirmed that the Proposed Amendments conform with the requirements of the Listing Rules and the legal advisors of the Company as to Cayman Islands laws have confirmed that the Proposed Amendments do not violate the applicable laws of the Cayman Islands. In addition, the Company confirms that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.

The Proposed Amendments are prepared in the English language. The Chinese translation of the Proposed Amendments is for reference only. In case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.

AGM

Set forth on pages 33 to 37 of this circular is a notice convening the AGM at which, among other matters, resolutions will be proposed to approve the Share Issue Mandate, the Share Repurchase Mandate, the re-election of the Retiring Directors, the re-appointment of auditor and the Proposed Amendments to the Articles and adoption of the Amended and Restated Articles of Association.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.lvji.cn). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the AGM (i.e. not later than 3:00 p.m. on Tuesday, June 23, 2026).

LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or an administrative matter to be voted on by a show of hands. Therefore, all resolutions to be proposed at the AGM and contained in the notice of the AGM will be voted by way of a poll by the Shareholders.

Treasury shares, if any and registered under the name of the Company, shall not be voted, directly or indirectly, at the general meeting(s) of the Company. For the avoidance of doubt, solely from the perspective of the Listing Rules, the Company shall procure, upon depositing any treasury shares in CCASS, the abstention from voting at any of its general meeting(s) in relation to those Shares.

RECOMMENDATION

The Directors consider that (i) the granting of the Share Issue Mandate and the Share Repurchase Mandate; (ii) the re-election of Retiring Directors; (iii) the re-appointment of the auditor; and (iv) the Proposed Amendments to the Articles and adoption of the Amended and Restated Articles of Association are in the best interests of the Company and the Shareholders as a whole, and would recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

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 Group. 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 aspects and not misleading or deceptive, and there are no other material matters the omission of which would make any statement herein or this circular misleading.

GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By Order of the Board
Lvji Technology Holdings Inc.
Zang Weizhong
Chairman and Executive Director

APPENDIX I

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Share Repurchase Mandate for your consideration.

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

1. LISTING RULES RELATING TO THE SHARE REPURCHASE MANDATE

The Listing Rules permit companies with a primary listing on the Stock Exchange to purchase their securities subject to certain restrictions. All proposed repurchases of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up. A maximum of 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing the relevant resolution may be repurchased on the Stock Exchange.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were 2,530,801,012 Shares in issue and the Company did not have any treasury shares. Subject to the passing of the resolution granting the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 253,080,101 Shares representing 10% of the total number of issued Shares (excluding treasury shares, if any) as at the Latest Practicable Date.

3. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and Shareholders for the Directors to receive the general authority from the Shareholders to repurchase Shares in the market. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and Shareholders. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share, while 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 Articles, the Listing Rules, and the laws of the Cayman Islands.

4. STATUS OF REPURCHASED SHARES

If the Company repurchases any Shares pursuant to the Share Repurchase Mandate, the Company may cancel such Shares and/or hold such Shares in treasury, subject to market conditions and the capital management needs of the Company at the relevant time of such repurchase. For the avoidance of doubt, pursuant to the Cayman Companies Act, treasury shares must be held in the name of the Company.

APPENDIX I

EXPLANATORY STATEMENT

For those treasury shares not directly held by the Company but are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements in respect of such treasury shares. Such measures will include (i) procuring the relevant broker not to give instructions to HKSCC to vote at general meetings of the Company for such treasury shares; and (ii) in case of dividends or distributions, the Company shall give instructions to the Hong Kong Branch Share Registrar to exclude such treasury shares in determining HKSCC's entitlements to the dividends or distributions and notify (or procure the relevant broker to notify) HKSCC the number of treasury shares held with CCASS, or alternatively, withdraw the treasury shares from CCASS and either register them in the Company's own name or cancel them, in each case before the record date for the dividend or distributions.

5. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles and the applicable laws and regulations of the Cayman Islands.

It is presently proposed that any repurchase of the Shares would be made out of profits of the Company or the proceeds of a fresh issue made for the repurchase or out of capital provided that on the day immediately following the date of repurchase the Company is able to pay its debts as they fall due in the ordinary course of business.

6. IMPACT OF REPURCHASES

On the basis of the financial position of the Company as at December 31, 2025 (being the date of its latest audited accounts), the Directors consider that there is no material adverse impact on the working capital or gearing position of the Company if the Share Repurchase Mandate is exercised in full during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position of the Company which in the opinion of the Directors is from time to time appropriate for the Company.

7. GENERAL INFORMATION

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or any of its subsidiaries, if the Share Repurchase Mandate is approved by the Shareholders at the AGM.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell any Shares to the Company, or have undertaken not to do so, if the Share Repurchase Mandate is approved by the Shareholders at the AGM.

8. CONFIRMATION OF THE DIRECTORS

The Directors confirm that they will exercise the Share Repurchase Mandate pursuant to the relevant resolutions proposed in accordance with the Listing Rules and the applicable laws of Hong Kong, the Articles and the applicable laws of the Cayman Islands.

APPENDIX I

EXPLANATORY STATEMENT

The Directors also confirm that neither this explanatory statement nor the proposed Share Repurchase Mandate has any unusual features.

9. TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following Shareholders were interested in 5% or more of the number of issued Shares:

Name of Shareholder	Number of Shares held	Percentage of total number of Shares	Percentage of total number of Shares (assuming the Share Repurchase Mandate is exercised in full)
Lu Jia Technology(1)	837,870,650	33.11%	36.79%
Mr. Zang(1,2)	837,870,650	33.11%	36.79%
Invest Profit(1)	837,870,650	33.11%	36.79%
Mr. Fan(1,3)	837,870,650	33.11%	36.79%
Qifu Honglian BVI(1)	837,870,650	33.11%	36.79%
Qifu Honglian LLP(1,4)	837,870,650	33.11%	36.79%
Qifu Private Equity Funds Management Company Limited* (啓賦私募基金管理有限公司)(4)	837,870,650	33.11%	36.79%
Shanghai Qianfu Investment Management Company Limited* (上海謙賦投資管理有限公司)(4)	837,870,650	33.11%	36.79%
Mr. Fu Zhekuan* (傅哲寬)(4)	837,870,650	33.11%	36.79%
Ms. Lin Fangli* (林芳荔)(4)	837,870,650	33.11%	36.79%
Jieming Sanhao BVI(1)	837,870,650	33.11%	36.79%
Jieming Sanhao LLP(1,5)	837,870,650	33.11%	36.79%
Guangzhou Shi Jieming Investment Management Limited* (廣州市捷銘投資管理有限公司)(5)	837,870,650	33.11%	36.79%
Mr. Wang Bing* (王冰)(5)	837,870,650	33.11%	36.79%
Ms. Ye Hua* (葉華)(5)	837,870,650	33.11%	36.79%

The English names of these companies or persons represent the best effort made by management of the Company to directly translate the Chinese names as they have not registered any official English names.

APPENDIX I

EXPLANATORY STATEMENT

Name of Shareholder	Number of Shares held	Percentage of total number of Shares	Percentage of total number of Shares (assuming the Share Repurchase Mandate is exercised in full)
Mithaq Capital SPC(6)	295,194,000	11.66%	12.96%
Mithaq Capital(6)	295,194,000	11.66%	12.96%
Mithaq Global(6)	295,194,000	11.66%	12.96%
Ms. Zhang Huan (張歡)	151,433,178	5.98%	6.65%

Notes:

(1) It is a party to the acting in concert deed dated July 25, 2019 entered into by the Controlling Shareholders pursuant to which each of Mr. Zang, Lu Jia Technology, Mr. Fan, Invest Profit, Jieming Sanhao LLP, Jieming Sanhao BVI, Qifu Honglian LLP and Qifu Honglian BVI agree to act and vote in concert with each other based on consensus reached among themselves (or the instructions of Mr. Zang when no consensus can be reached) for all operational and other matters at board meetings or shareholders' meetings of each of the Group companies.

(2) As at the Latest Practicable Date, Lu Jia Technology directly held 654,083,100 Shares. Being a party to the acting in concert deed dated July 25, 2019, Lu Jia Technology is deemed to be interested in the Shares held by Mr. Fan, Invest Profit, Qifu Honglian LLP, Qifu Honglian BVI, Jieming Sanhao LLP and Jieming Sanhao BVI. As Lu Jia Technology is wholly and beneficially owned by Mr. Zang, Mr. Zang is deemed to be interested in the Shares held by Lu Jia Technology under the SFO.

(3) As at the Latest Practicable Date, Invest Profit directly held 92,167,350 Shares. Being a party to the acting in concert deed dated July 25, 2019, Invest Profit is deemed to be interested in the Shares held by Mr. Zang, Lu Jia Technology, Qifu Honglian LLP, Qifu Honglian BVI, Jieming Sanhao LLP and Jieming Sanhao BVI. Invest Profit is wholly and beneficially owned by Mr. Fan and therefore Mr. Fan is deemed to be interested in the Shares held by Invest Profit under the SFO.

(4) As at the Latest Practicable Date, Qifu Honglian BVI directly held 47,401,200 Shares. Being a party to the acting in concert deed dated July 25, 2019, Qifu Honglian BVI is deemed to be interested in the Shares held by Mr. Zang, Lu Jia Technology, Mr. Fan, Invest Profit, Jieming Sanhao LLP and Jieming Sanhao BVI. Qifu Honglian BVI is wholly and beneficially owned by Qifu Honglian LLP. The general partner of Qifu Honglian LLP is Qifu Private Equity Funds Management Company Limited which in turn is owned as to approximately 33.09% by Shanghai Qianfu Investment Management Company Limited and as to approximately 18.48% by Mr. Fu Zhekuan, among others. Shanghai Qianfu Investment Management Company Limited is owned as to approximately 81.25% by Mr. Fu Zhekuan. As at the Latest Practicable Date, Ms. Lin Fangli is the spouse of Mr. Fu Zhekuan. Therefore, Qifu Honglian LLP, Qifu Private Equity Funds Management Company Limited, Shanghai Qianfu Investment Management Company Limited, Ms. Lin Fangli and Mr. Fu Zhekuan are deemed to be interested in the Shares held by Qifu Honglian BVI under the SFO.

(5) As at the Latest Practicable Date, Jieming Sanhao BVI directly held 38,907,000 Shares. Being a party to the acting in concert deed dated July 25, 2019, Jieming Sanhao BVI is deemed to be interested in the Shares held by Mr. Zang, Lu Jia Technology, Mr. Fan, Invest Profit, Qifu Honglian LLP and Qifu Honglian BVI. Jieming Sanhao BVI is wholly and beneficially owned by Jieming Sanhao LLP. The general partner of Jieming Sanhao LLP is Guangzhou Shi Jieming Investment Management Limited which in turn is owned as to approximately 74.5% by Mr. Wang Bing. As at the Latest Practicable Date, Ms. Ye Hua is the spouse of Mr. Wang Bing. Therefore, Jieming Sanhao LLP, Guangzhou Shi Jieming Investment Management Limited, Ms. Ye Hua and Mr. Wang Bing are deemed to be interested in the Shares held by Jieming Sanhao BVI under the SFO.

(6) As at the Latest Practicable Date, Mithaq Capital SPC directly held 295,194,000 Shares. Mithaq Capital SPC was held as to approximately 46.92% by Mithaq Capital which in turn was wholly-owned by Mithaq Global. Therefore, Mithaq Capital and Mithaq Global are deemed to be interested in the Shares held by Mithaq Capital SPC under the SFO.

13 -

APPENDIX I

EXPLANATORY STATEMENT

As mentioned above, to the best knowledge of the Company, as at the Latest Practicable Date, Mr. Zang and any person acting in concert with him were interested in 837,870,650 Shares, representing approximately 33.11% of the total issued share capital of the Company. In the event that the Directors exercise the Share Repurchase Mandate in full, the equity interest of Mr. Zang and any person acting in concert with him will be increased to approximately 36.79% of the issued share capital of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code as a result of an exercise of the Share Repurchase Mandate. The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

10. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares had been made by the Company on the Stock Exchange or otherwise during the six months immediately preceding the Latest Practicable Date.

11. SHARE PRICES

The highest and lowest prices per Share at which Shares have been traded on the Stock Exchange during each of the previous 12 calendar months prior to the Latest Practicable Date were as follows:

| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| May | 0.365 | 0.250 |
| June | 0.265 | 0.187 |
| July | 0.217 | 0.181 |
| August | 0.260 | 0.156 |
| September | 0.206 | 0.170 |
| October | 0.184 | 0.134 |
| November | 0.145 | 0.099 |
| December | 0.109 | 0.092 |
| 2026 | | |
| January | 0.190 | 0.095 |
| February | 0.159 | 0.135 |
| March | 0.135 | 0.105 |
| April | 0.124 | 0.100 |
| May (up to the Latest Practicable Date) | 0.110 | 0.090 |

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Details of the Retiring Directors proposed to be re-elected at the AGM are set out as follows:

Mr. Wang Lei (王磊), aged 42, is the vice chairman of the Board appointed on August 15, 2022, an executive Director appointed on July 7, 2021, the chief executive officer and sales director of the Company appointed on January 12, 2026, and is the head of the Group's operation and management department for tourist attractions. From June 2018 to May 2019, he served as the senior investment director of Shanghai Joyu Tourism and Investment Co., Ltd. (上海景域旅遊投資有限公司). From May 2015 to May 2018, he served as the general manager of the investment department and the airlines and travel business department of Air Guilin Airlines & Tourism Group (桂林航空旅遊集團). From July 2008 to May 2015, he worked for Guilin Tourism Development Corporation (桂林旅遊發展總公司), successively served as archive secretary, deputy director of the general office and director of the office of the board of directors; he also held positions in various subsidiaries, such as deputy general manager of the project company for Guilin Seven Star Park (桂林七星景區), general manager of the project company for Guilin Reed Flute Cave Attractions (桂林盧笛景區), chairman of the board of directors and general manager of Guilin Tourism Development and Investment Co., Ltd. (桂林旅遊發展投資有限公司).

Mr. Wang Lei obtained a bachelor's degree in management from Guilin University of Technology and a master's degree in hotel and tourism management from the Hong Kong Polytechnic University.

Mr. Wang Lei joined our Group as the senior investment director of the Group's investment and acquisition department in June 2019. For further details, please refer to the announcement of the Company dated July 7, 2021.

Mr. Wang Lei did not have any interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Mr. Wang Lei entered into a service contract with the Company for a term of three years commencing on July 7, 2021 that has been renewed on July 7, 2024, which may be terminated in accordance with the respective terms of the service contract. For the year ended 31 December 2025, Mr. Wang Lei received remuneration, including directors' fees, salaries and other benefits, of approximately RMB508,000. The remuneration of Mr. Wang Lei was determined by the Board based on the recommendation of the Remuneration Committee with reference to his qualifications, experience, duties and responsibilities and the prevailing market conditions.

Mr. Wu Qiang (吳强), aged 41, was appointed as an INED on October 27, 2025. He is primarily responsible for supervising and providing independent judgment to our Board.

Mr. Wu Qiang has over 12 years of extensive working experience in sales and marketing and is specialized in the marketing of comprehensive wellness. From September 2007 to December 2019, Mr. Wu worked in Jiangxi Huiren Pharmaceutical Co., Ltd. (江西匯仁藥業股份有限公司) and served as the Provincial Sales Manager, Regional Sales Manager, Product Manager of Marketing Department, Research Manager of Marketing Department, and Director of Marketing Center. He started his own business in 2020, founded Guangdong Sirui Juhe Marketing Consulting Company (廣東思睿聚合營銷諮詢公司) and Jiangxi Xinyan Meiyan Comprehensive Wellness Industry Investment Co., Ltd.* (江西信言美言大健康產業投資有限公司) and is currently acting as the chairman of both the companies.

The English names of these companies represent the best effort made by management of the Company to directly translate the Chinese names as they have not registered any official English names.
15 -

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Wu Qiang obtained a bachelor’s degree in medicine from Anhui Medical University.

Mr. Wu Qiang did not have any interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Mr. Wu Qiang has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules. Mr. Wu Qiang also confirmed that he has no past or present financial or other interest in the business of the Company or its subsidiaries and has no connection with any core connected person (as defined in the Listing Rules) of the Company, and that there are no other factors that may affect his independence.

Mr. Wu Qiang has entered into a letter of appointment with the Company for a term of three years commencing on October 27, 2025. For the year ended December 31, 2025, Mr. Wu Qiang received remuneration, including directors’ fees, salaries and other benefits, of approximately RMB12,000 for serving as a Director. The remuneration of Mr. Wu Qiang was determined by the Board based on the recommendation of the Remuneration Committee with reference to his qualifications, experience, duties and responsibilities and the prevailing market conditions.

Mr. Wang Lu (王露), aged 56, was appointed as an INED on October 27, 2025. He is primarily responsible for supervising and providing independent judgment to our Board.

Mr. Wang Lu has served as a special researcher of the Internet Research Institute (艾利艾智庫) since 2025. He previously served as the executive deputy secretary-general of the China Society for Administrative System Reform between 2014 and 2025, a special researcher at the Public Policy Research Center of the State Council Counsellors’ Office between 2019 and 2022, and an adjunct professor at Sun Yat-sen University between 2015 and 2018. He had also taught at universities and held positions in ministries and commissions such as the Ministry of Finance, the Central Financial Work Committee, the China Banking Regulatory Commission, and the Central Political and Legal Affairs Commission.

Mr. Wang Lu obtained a bachelor’s degree of science in accounting and economics from the Beijing Institute of Water Resources and Hydropower Management (now known as North China Electric Power University) in 1992, an equivalent academic qualification for postgraduate studies in finance at Tianjin University of Finance and Economics in 1999 and a master’s degree of public administration from the Peking University in 2010.

Mr. Wang Lu did not have any interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Mr. Wang Lu has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules. Mr. Wang Lu also confirmed that he has no past or present financial or other interest in the business of the Company or its subsidiaries and has no connection with any core connected person (as defined in the Listing Rules) of the Company, and that there are no other factors that may affect his independence.

16 -

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Wang Lu has entered into a letter of appointment with the Company for a term of three years commencing on December 5, 2025. For the year ended December 31, 2025, Mr. Wang Lu received remuneration, including directors' fees, salaries and other benefits, of approximately RMB6,000 for serving as a Director. The remuneration of Mr. Wang Lu was determined by the Board based on the recommendation of the Remuneration Committee with reference to his qualifications, experience, duties and responsibilities and the prevailing market conditions.

Ms. Gu Jianlu (顧劍璐), aged 34, was appointed as an INED on November 19, 2019. She is primarily responsible for supervising and providing independent judgment to the Board.

Ms. Gu Jianlu has over ten years of experience in investment management. She has been a managing director of Shanghai Qingzhitong Investment Management Co., Ltd.* (上海青之桐投資管理有限公司) since July 2016.

Ms. Gu Jianlu obtained a bachelor's degree in Human Resources Management (人力資源管理) from University of International Business and Economics (對外經濟貿易大學) in the PRC in June 2013. She subsequently obtained a master's degree in Engineering from Peking University (北京大學) in the PRC in January 2016.

Ms. Gu Jianlu did not have any interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Ms. Gu Jianlu has confirmed that she meets the independence criteria as set out in Rule 3.13 of the Listing Rules. Ms. Gu Jianlu also confirmed that she has no past or present financial or other interest in the business of the Company or its subsidiaries and has no connection with any core connected person (as defined in the Listing Rules) of the Company, and that there are no other factors that may affect her independence.

Ms. Gu Jianlu has entered into a letter of appointment with the Company for a term of three years commencing on November 19, 2022 which has been renewed on November 19, 2025. For the year ended December 31, 2025, Ms. Gu Jianlu received remuneration, including directors' fees, salaries and other benefits, of approximately RMB73,000 for serving as a Director. The remuneration of Mr. Gu Jianlu was determined by the Board based on the recommendation of the Remuneration Committee with reference to her qualifications, experience, duties and responsibilities and the prevailing market conditions.

Ms. Gu Ruizhen (顧瑞珍), aged 48, was appointed as an INED on November 4, 2020. She is primarily responsible for supervising and providing independent judgment to the Board.

Ms. Gu Ruizhen has 21 years of experience in government management, news communication and the development of state-owned enterprises. From July 2002 to October 2015, Ms. Gu Ruizhen served as a member of the Standing Committee of the Xinhua News Agency. From October 2015 to September 2019, she served as Deputy Director of the Law Enforcement Department of the Central Network Information Office's Integrated Coordination, Management and Law Enforcement Supervision Bureau (presided over the work) and as spokesman and head of the Office of the Communications Bureau of the Central Network Information Office. In addition, Ms. Gu Ruizhen served as Deputy General Manager of China International Capital Corporation Limited from September 2019 to August 2020. Ms. Gu Ruizhen is now vice president of Inner Mongolia Mengniu Dairy (Group) Co., Ltd, a subsidiary of China Mengniu Dairy Company Limited (stock code: 2319).

Ms. Gu Ruizhen obtained a master's degree in teaching programme from Shanghai Normal University in 2002.

The English names of these companies represent the best effort made by management of the Company to directly translate the Chinese names as they have not registered any official English names.
17 -

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Gu Ruizhen did not have any interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Ms. Gu Ruizhen has confirmed that she meets the independence criteria as set out in Rule 3.13 of the Listing Rules. Ms. Gu Ruizhen also confirmed that she has no past or present financial or other interest in the business of the Company or its subsidiaries and has no connection with any core connected person (as defined in the Listing Rules) of the Company, and that there are no other factors that may affect her independence.

Ms. Gu Ruizhen has entered into a letter of appointment with the Company for a term of three years commencing on November 4, 2020 which has been renewed on November 4, 2023. For the year ended December 31, 2025, Ms. Gu Ruizhen received remuneration, including directors' fees, salaries and other benefits, of approximately RMB73,000. The remuneration of Mr. Gu Ruizhen was determined by the Board based on the recommendation of the Remuneration Committee with reference to her qualifications, experience, duties and responsibilities and the prevailing market conditions.

GENERAL

As at the Latest Practicable Date, unless otherwise disclosed above: (1) none of the Retiring Directors proposed for re-election has any relationship with other Directors, senior management or Substantial Shareholder or Controlling Shareholder; has not held any other directorships in last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas or any other major appointments and professional qualifications; (2) there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules; and (3) there is no other matter which needs to be brought to the attention of the holders of securities of the Company pursuant to Rule 13.51(2) of the Listing Rules.

18 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

The following are the Proposed Amendments to the Articles brought about by the adoption of the Amended and Restated Articles of Association (shown with strikethrough to denote text to be deleted and underline to denote text to be added). Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the Articles. If the serial numbering of the clauses of the Articles is changed due to the addition, deletion or re-arrangement of certain clauses made in these amendments, the serial numbering of the clauses of the Articles as so amended shall be changed accordingly, including cross references.

Article no. Proposed amendments to the Articles (only showing those provisions in the Articles of with changes)

(1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

"address" for the purposes of these Articles, "address" includes an electronic address unless the Act or the Listing Rules require a postal address.

"Central Clearing and Settlement System" the Central Clearing and Settlement System operated by HKSCC.

"HKSCC" the Hong Kong Securities Clearing Company Limited.

"HK Stock Exchange" The Stock Exchange of Hong Kong Limited.

"Notice" written notice unless otherwise specifically stated and as further defined in these Articles: and, where the context so requires, shall include any other document (including any "corporate communication" and "actionable corporate communication" within the meaning ascribed thereto under the Listing Rules) or communication to be served, issued, or given by the Company under these Articles or pursuant to applicable laws and regulations, including the Listing Rules and/or the rules of the competent regulatory authority. For the avoidance of doubt, Notice may be provided in physical or electronic form.

"Register" the principal register of Members and where applicable, any branch register of Members including any branch register maintained in Hong Kong, to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.

"treasury shares" shares repurchased and held by the Company in treasury as authorized by the Act which, for the purpose of these Articles, include shares repurchased by the Company and held or deposited in Central Clearing and Settlement System for sale on the HK Stock Exchange.

19 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

(2) (e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic writing or display (such as digital documents or electronic communications), provided that both the mode of service of the relevant document or Notice and the Member's election complyies with all applicable Statutes, rules and regulations;

(i) references to the right of a Member to speak at a general meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities;

(ii) references to a meeting: (a) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 64-, and (b) shall mean a meeting convened and held in any manner permitted by these Articles and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly;

(iii) where a Member is a corporation, any reference in these Articles to a Member shall, where the context requires, refer to a duly authorised representative of such Member; and

(iv) Section 8 and Section 19 of the Electronic Transactions Act of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles;

(v) unless the context otherwise requires, any reference to "print", "printed", or "printed copy" and "printing" shall be deemed to include electronic versions or electronic copies;

20 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

(n) any reference to the term “place” within these Articles shall be construed as applicable only in contexts where a physical location is required or relevant. Any reference to a “place” for the delivery, receipt, or payment of monies, whether by the Company or by Members, shall not preclude the use of electronic means for such delivery, receipt, or payment. For the avoidance of doubt, references to a “place” in the context of meetings shall include physical, electronic, or hybrid meeting formats, as permitted by applicable laws and regulations. Notices of meetings, adjournments, postponements, or any other references to a “place” shall be interpreted to include virtual platforms or electronic means of communication where applicable. Where the term “place” is out of context, unnecessary, or not applicable, such reference shall be disregarded without affecting the validity or interpretation of the relevant provision; and

(o) all voting rights referred to in these Articles shall exclude the voting rights attached to treasury shares.

SHARE CAPITAL

(2) Subject to the Act, the Company’s Memorandum and Articles of Association and, where applicable, the Listing Rules, and/or the rules and regulations of any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the Act. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Act. Subject to the Act, the Listing Rules and/or the rules of any competent regulatory authority, the Company is further authorised to hold any repurchased, redeemed or surrendered shares as treasury shares without the need for a separate resolution of the Board for each instance.

SHARE RIGHTS

8.(1) Subject to the provisions of the Act and the Company’s Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine.

(2)9. Subject to the provisions of the Act, the Listing Rules and the Memorandum and Articles of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

—[Intentionally deleted]

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

VARIATION OF RIGHTS

Subject to the Act and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

(a) the necessary quorum (including at an adjourned meeting) shall be two persons (or in the case of a Member being a corporation, its duly authorised representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class (excluding treasury shares); and

SHARE CERTIFICATES

(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of Notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

REGISTER OF MEMBERS

The Register and branch register of Members maintained in Hong Kong, as the case may be, shall be open to inspection for at least two (2) hours during business hours by Members without charge or by any other person, upon a maximum payment of $2.50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with the Act or, if appropriate, upon a maximum payment of $1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in any newspapers in accordance with the requirements of any Designated Stock Exchange or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares. The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Members by ordinary resolution.

GENERAL MEETINGS

An annual general meeting of the Company shall be held for each financial year other than the financial year of the Company's adoption of these Articles and such annual general meeting must be held within six (6) months after the end of each of the Company's financial year (unless a longer period would not infringe the requirements of the Listing Rules, if any) at such time and place as may be determined by the Board.

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General meetings may be held in any part of the world as may be determined by the Board. Notwithstanding any provisions in these Articles, any general meeting or any class meeting may be held by means of physically, as a hybrid meeting (partially physical and partially electronic) or wholly by electronic means using such telephone, electronic or other communication facilities as to permit all persons participating in the meeting to communicate with each other, and participation in such a meeting by such means shall constitute presence at such meeting. Unless otherwise determined by the Directors, the manner of convening and the proceedings at a general meeting set out in these Articles shall apply, mutatis mutandis, apply to a general meeting held wholly by or in combination with electronic means to hybrid or wholly electronic meetings. In the event of any technical difficulties, disruptions, or procedural issues arising during a hybrid or electronic meeting, including but not limited to connectivity problems, platform malfunctions, or disputes regarding the conduct of the meeting, the chairman of the meeting shall have the authority to make any rulings or decisions necessary to address such issues. Any ruling, determination, or decision made by the chairman of the meeting under the scope of this provision shall be final, conclusive, and binding on the Company and all Members.
The Board may whenever it thinks fit call extraordinary general meetings. Any one or more Member(s) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company (excluding treasury shares) carrying the right of voting at general meetings of the Company, on a one vote per share basis, shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
23 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

NOTICE OF GENERAL MEETINGS

(1) An annual general meeting must be called by Notice of not less than twenty-one (21) clear days. All other general meetings (including an extraordinary general meeting) must be called by Notice of not less than fourteen (14) clear days but if permitted by the Listing Rules, a general meeting may be called by shorter notice, if it is so agreed:

(a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent. (95%) of the total voting rights at the meeting of all the Members.

(2) The notice shall specify the time and place of the meeting and, the physical location (if applicable), and in the case of a hybrid or electronic meeting, the electronic platform or means by which Members may attend and participate. It shall also include particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors. For hybrid or electronic meetings, the Notice shall either include instructions for accessing and participating in the meeting or specify where or how such instructions will be provided to the Members.

PROXIES

The instrument appointing a proxy shall be in writing under the hand of such form, including electronic or otherwise, as the Board may determine and in the absence of such determination, shall be in writing, which may include electronic writing, and signed by the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of signed by an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

(1) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

77.(2) The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate), or if the Company has provided an electronic address in accordance with preceding paragraph, shall be received at the electronic address specified, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person (or in the case of a Member being a corporation, by its duly authorised representative) at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

BOARD OF DIRECTORS

(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election.
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APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

RETIREMENT OF DIRECTORS

No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that such Notices must be lodged with the Company at least fourteen (14) the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of the such general meeting of election but no earlier than the day after despatch of the Notice of the general meeting appointed for such election.

DIRECTORS' INTERESTS

A Director may:

(c) continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them as directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

DIVIDENDS AND OTHER PAYMENTS

Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders. For the avoidance of doubt, any dividend, interest, or other sum payable in cash may also be paid by electronic funds transfer on such terms and conditions as the Directors may determine.

ACCOUNTING RECORDS

Subject to Article 150, a printed copy of the Directors' report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors' report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.
Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the Listing Rules, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 149 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company's annual accounts and the directors' report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors' report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company's annual financial statements and the directors' report thereon.
27 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

The requirement to send to a person referred to in Article 149 the documents referred to in that article or a summary financial report in accordance with Article 150 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Listing Rules, the Company publishes copies of the documents referred to in Article 149 and, if applicable, a summary financial report complying with Article 150, on the Company's computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company's obligation to send to him a copy of such documents.

NOTICES

(1) Any Notice or document (including any "corporate communication" and "actionable corporate communication" within the meaning ascribed thereto under the Listing Rules), whether or not; to be given or issued under these Articles from by the Company to a Member, shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and, subject to compliance with the Listing Rules, any such Notice and document may be served or delivered by the Company on or to any Member either personally or given or issued by the following means:

(a) by serving it personally on the relevant person;

(b) by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied;

(d) by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by placing an advertisement in appropriate newspapers or other publication and where applicable, in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company's website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a "notice of availability"). The notice of availability may be given to the Member by any of the means set out above other than by posting it on a website;

(e) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 158(3) without the need for any additional consent or notification;

(f) by publishing it on the Company's website or the website of the Designated Stock Exchange without the need for any additional consent or notification;

28 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

(g) by sending or otherwise making it available to such person through such other means, whether electronically or otherwise, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations.

(2) In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

(3) Every Member or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may register with the Company an electronic address to which Notices can be served upon him.

(4) Subject to any applicable laws, rules and regulations and the terms of these Articles, any notice, document or publication, including but not limited to the documents referred to in Articles 149, 150 and 158 may be given in the English language only or in both the English language and the Chinese language or, with the consent of or election by any Member, in the Chinese language only to such Member.

Any Notice or other document:

(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice, document or publication placed on either the Company's website or the website of the Designated Stock Exchange, is deemed given or served by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member; it first so appears on the relevant website, unless the Listing Rules specify a different date. In such cases, the deemed date of service shall be as provided or required by the Listing Rules;

(d) may be given to a Member either in the English language only or in both the English language and the Chinese language or, with the consent of or election by any Member, in the Chinese language only to such Member, subject to due compliance with all applicable Statutes, rules and regulations; if published as an advertisement in a newspaper or other publication permitted under these Articles, shall be deemed to have been served on the day on which the advertisement first so appears.

29 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

(1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of in any manner permitted by these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

(2) A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it via electronic means or through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the electronic or postal address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an electronic or postal address has been so supplied) by giving the Notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

WINDING UP

(1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such Members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.
30 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

INDEMNITY

(1) The Directors, Secretary and other officers and every Auditor of the Company at any time, whether at present or in the past, and the liquidator or trustees (if any) acting or who have acted in relation to any of the affairs of the Company and everyone one of them, and everyone one of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

INFORMATION

No Member shall be entitled to require discovery of or any information respecting any detail of the Company's trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

PAYMENT OF CORPORATE ACTION PROCEEDS AND ELECTRONIC INSTRUCTIONS

To the extent permitted by applicable law and unless otherwise restricted or prohibited by the Listing Rules, the Company shall:

(a) accept instructions from Members and its securities holders (including but not limited to dividend election instructions, payment choice instructions, responses to "corporate communication" and "actionable corporate communications" within the meaning ascribed thereto under the Listing Rules, and instructions regarding any meeting of the securities holders such as meeting attendance indications, proxy appointments, revocations, voting directions, and responses to corporate communications) transmitted by electronic means, in such manner and subject to reasonable authentication measures as the Board may from time to time determine; and

APPENDIX III PROPOSED AMENDMENTS TO THE ARTICLES

(b) pay any corporate action proceeds (including proceeds paid by the Company to Members and its securities holders in connection with its corporate actions, such as the distribution of dividends and other entitlements, refunds in respect of applications for, and/or (where applicable) excess applications in connection with, rights issues, open offers, and offers made to a specified group of such holders on a preferential basis; and payments in connection with takeovers and privatisations) by any electronic means, including through any payment system in Hong Kong operated by Hong Kong Interbank Clearing Limited for settling interbank payments on a real-time gross settlement basis, or by such other means as the Board considers appropriate.

32 -

APPENDIX IV

NOTICE OF THE AGM

Lvji Technology Holdings Inc.

驢跡科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1745)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Lvji Technology Holdings Inc. (the “Company”) will be held at the conference room of 4/F, Buddy Hotel, No. 236 Gaotang Road, Tianhe District, Guangzhou, Guangdong Province, the PRC on Thursday, June 25, 2026 at 3:00 p.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions:

AS ORDINARY RESOLUTIONS

To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Director(s)") and the independent auditor (the "Auditor") for the year ended December 31, 2025.
To consider and approve, each as a separate resolution, if thought fit, the following resolutions:

(a) to re-elect Mr. Wang Lei as executive Director;

(b) to re-elect Mr. Wu Qiang as independent non-executive Director;

(d) to re-elect Ms. Gu Jianlu as independent non-executive Director;

(e) to re-elect Ms. Gu Ruizhen as independent non-executive Director; and

(f) to authorise the board of Directors (the "Board") to determine the Directors' remuneration.

To re-appoint Grant Thornton Hong Kong Limited as the Auditor and to authorise the Board to fix their remuneration.
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APPENDIX IV

NOTICE OF THE AGM

To consider and, if thought fit, pass with or without amendments, the following resolutions each as a separate resolution:

(a) “THAT:

(i) subject to paragraph (iii) of this resolution, and pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined) on all the powers of the Company to allot, issue or otherwise deal with additional shares (including sale or transfer of treasury shares (if any), which has the meaning ascribed thereto in the Listing Rules, the “treasury shares”) in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and the same is hereby generally and unconditionally approved;

(ii) the excluding approval in paragraph (i) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

(iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (i) of this resolution, otherwise than by way of (a) Rights Issue (as hereinafter defined); or (b) the exercise of or the grant of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company (the “Articles”) in force from time to time, shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares, if any) in issue as at the date of passing of this resolution and the said approval be limited accordingly; and

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APPENDIX IV

NOTICE OF THE AGM

(iv) for the purpose of this resolution:

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

(1) the conclusion of the next annual general meeting of the Company;

(2) the expiration of the period within which the next annual general meeting of the Company is required by the Articles, the Companies Act (as revised) of the Cayman Islands or any applicable laws to be held; and

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

B. “Rights Issue” means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital of the Company open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares in the Company (subject to such exclusions 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 applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company).

(b) “THAT:

(i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the share capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (the “SFC”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time, the Companies Act (as revised) of the Cayman Islands and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

APPENDIX IV

NOTICE OF THE AGM

(ii) the aggregate nominal amount of issued shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (i) of this resolution during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution and the said approval shall be limited accordingly; and

(iii) for the purpose of this Resolution:

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

(1) the conclusion of the next annual general meeting of the Company;

(2) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; and

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

(c) “THAT conditional upon resolutions No. 4(a) and No. 4(b) above being passed, the general mandate granted to the Directors to allot, issue or otherwise deal with additional shares pursuant to resolution No. 4(a) be and is hereby extended by the addition thereto the total number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution No. 4(b).”

AS SPECIAL RESOLUTION

To consider as special business and, if thought fit, pass (with or without amendment) the following resolution as a special resolution:

5. "THAT:

(a) the proposed amendments (the “Proposed Amendments”) to the existing second amended and restated articles of association of the Company (the “Existing Articles”) as set forth in Appendix III to the circular of the Company dated May 21, 2026 be and are hereby approved;

(b) the third amended and restated articles of association of the Company incorporating the Propose Amendments (the “Amended and Restated Articles of Association”) in the form produced to the meeting and for identification purpose signed by the chairman of the meeting be and are hereby approved and adopted in substitution for and to the exclusion of the Existing Articles with immediate effect; and

APPENDIX IV

NOTICE OF THE AGM

(c) any one Director, company secretary or officer of the Company be and is hereby authorized to do all things necessary to implement the Proposed Amendments and the adoption of the Amended and Restated Articles of Association and to make relevant registrations and filings in accordance with the relevant requirements of the applicable laws, rules and regulations in the Cayman Islands and Hong Kong.”

By Order of the Board

Lvji Technology Holdings Inc.

Zang Weizhong

Chairman and Executive Director

Guangzhou, the PRC, May 21, 2026

Notes:

(1) All resolutions (except for procedural and administrative matters) at the AGM will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

(2) Any shareholder of the Company (the “Shareholder”) entitled to attend, speak and vote at the AGM is entitled to appoint another person as his proxy to attend, speak and vote instead of him. A Shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a Shareholder. Every Shareholder present in person or by proxy shall be entitled to one vote for each share held by him. For the avoidance of doubt, the Company shall abstain from voting at the AGM for its holding of any treasury shares.

(3) In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be lodged by post or by hand at the Company’s branch share registrar, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time appointed for holding of the AGM (i.e. not later than 3:00 p.m. on Tuesday, June 23, 2026) or any adjournment thereof.

(4) Delivery of an instrument appointing a proxy should not preclude a member from attending, speaking and voting in person at the AGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.

(5) The register of members of the Company will be closed from Monday, June 22, 2026 to Thursday, June 25, 2026 (both days inclusive), during which period no transfer of shares will be effected. Shareholders whose names appear on the register of members of the Company on Thursday, June 25, 2026, being the record date, will be eligible to attend and vote on the AGM. In order to determine the identity of members who are entitled to attend, speak and vote at the AGM to be held on Thursday, June 25, 2026, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, not later than 4:30 p.m. on Thursday, June 18, 2026.

As at the date of this notice, the Board comprises three executive Directors, namely Mr. Zang Weizhong, Mr. Wang Lei and Mr. Liu Hui; and four independent non-executive Directors, namely Ms. Gu Jianlu, Ms. Gu Ruizhen, Mr. Wu Qiang and Mr. Wang Lu.

AI assistant

Lvji Technology Holdings Inc. — Proxy Solicitation & Information Statement 2026

50136_rns_2026-05-21_c63f1e70-41e0-45ac-8e31-c4fc4a8a84f7.pdf

Lvji Technology Holdings Inc.

Lvji Technology Holdings Inc.

INTRODUCTION

GENERAL MANDATE TO ISSUE NEW SHARES

GENERAL MANDATE TO REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

RE-APPOINTMENT OF AUDITOR

PROPOSED AMENDMENTS TO THE ARTICLES AND ADOPTION OF THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION

AGM

VOTING BY POLL

RECOMMENDATION

RESPONSIBILITY STATEMENT

GENERAL

1. LISTING RULES RELATING TO THE SHARE REPURCHASE MANDATE

2. SHARE CAPITAL

3. REASONS FOR REPURCHASES

4. STATUS OF REPURCHASED SHARES

5. FUNDING OF REPURCHASES

6. IMPACT OF REPURCHASES

7. GENERAL INFORMATION

8. CONFIRMATION OF THE DIRECTORS

9. TAKEOVERS CODE

10. SHARE REPURCHASE MADE BY THE COMPANY

11. SHARE PRICES

GENERAL

Article no. Proposed amendments to the Articles (only showing those provisions in the Articles of with changes)

SHARE CAPITAL

SHARE RIGHTS

VARIATION OF RIGHTS

SHARE CERTIFICATES

REGISTER OF MEMBERS

GENERAL MEETINGS

NOTICE OF GENERAL MEETINGS

PROXIES

RETIREMENT OF DIRECTORS

DIRECTORS' INTERESTS

DIVIDENDS AND OTHER PAYMENTS

ACCOUNTING RECORDS

NOTICES

INDEMNITY

INFORMATION

PAYMENT OF CORPORATE ACTION PROCEEDS AND ELECTRONIC INSTRUCTIONS

Lvji Technology Holdings Inc.

驢跡科技控股有限公司

AS ORDINARY RESOLUTIONS

AS SPECIAL RESOLUTION

5. "THAT:

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Lvji Technology Holdings Inc. Proxy Solicitation & Information Statement 2026