Maxicity Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 28, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

Maxicity Holdings Limited

豐城控股有限公司

(Incorporated in the Cayman Islands with members' limited liability)

(Stock Code: 2295)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Maxicity Holdings Limited (the "Company") will be held at Room 302, 3/F, Tower 1, Magnet Place, 77-81 Container Port Road, Kwai Chung, Hong Kong and by electronic means on Friday, 29 May 2026, at 10:30 a.m. (Hong Kong time) (or any adjournment thereof) for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY BUSINESS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Directors") and the auditors of the Company for the year ended 31 December 2025.

2. To re-elect the following Directors pursuant to the Articles of Association of the Company:

(i) Mr. Sieh Shing Kee as an executive Director; and

(ii) Mr. Ho Ka Ki as an executive Director.

1. To authorise the board of Directors (the "Board") to fix the Directors' remuneration.

2. To re-appoint Grant Thornton Hong Kong Limited as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.

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SPECIAL BUSINESS

To consider as special business, and if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions:

1. “THAT:

(A) subject to paragraph (C) below, pursuant to the Rules Governing the Listing of Securities on Main Board of The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued ordinary shares of HK$0.01 each in the share capital of the Company (the “Shares(s)”) (including any sale or transfer of Shares out of treasury that are held as treasury Shares) and to make or grant offers, agreements or options which might require the exercise of such powers be and is hereby approved generally and unconditionally;

(B) the approval in paragraph (A) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period (as defined below);

(C) the total number of Shares allotted and issued, or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (A) of this Resolution (including any sale or transfer of treasury Shares), otherwise than pursuant to (a) a Rights Issue (as defined below); or (b) the grant or exercise of any option under the share option scheme of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company in force from time to time; or (d) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

(i) 20% of the total number of Shares in issue as at the date of the passing of this resolution (excluding any treasury Shares); and

(ii) provided that ordinary resolution No. 6 is passed, the total number of Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the total number of Shares in issue on the date of the passing of this resolution), and the authority pursuant to paragraph (A) of this resolution shall be limited accordingly;

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(D) for the purpose of this resolution:

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

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company, or any other applicable law of the Cayman Islands to be held; and

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

“Rights Issue” means an offer of Shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their holdings of such Shares, 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 outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong.”

1. “THAT:

(A) subject to paragraph (B) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase its Shares in the capital of the Company on Main Board of The Stock Exchange of Hong Kong Limited or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, The Stock Exchange of Hong Kong Limited, the Companies Act, Chapter 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and is hereby approved generally and unconditionally;

(B) the total number of Shares authorised to be repurchased or agreed conditionally or unconditionally to be repurchased by the Directors pursuant to the approval in paragraph (A) above shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

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(C) for the purposes of this resolution:

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

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required either by the Articles of Association of Company or any other applicable law of the Cayman Islands to be held; and

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

1. “THAT conditional upon the passing of ordinary resolutions No. 5 and No. 6 above, the aggregate number of Shares that shall have been repurchased by the Company after the date thereof pursuant to and in accordance with the said ordinary resolution No. 6 shall be added to the aggregate number of Shares that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to the general mandate to allot and issue shares granted to the Directors by the said ordinary resolution No. 5.”

2. As special business to consider and, if thought fit, pass the following resolution as a special resolution:

SPECIAL RESOLUTION

“THAT:

(A) the proposed amendments to the amended and restated memorandum of association and the second amended and restated articles of association of the Company (the “Existing Memorandum and Articles of Association”), details of which are set out in Appendix III to the circular of the Company dated 28 April 2026, be and are hereby approved;

(B) the third amended and restated memorandum and articles of association of the Company (the “New Memorandum and Articles of Association”), a copy of which has been produced to this meeting marked “A” and for identification purpose signed by the Chairman of the meeting, be and is hereby approved and adopted in substitution for and to the exclusion of the Existing Memorandum and Articles of Association with immediate effect from the close of the meeting; and

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(C) (i) the Directors of the Company be and are hereby authorized to do all things necessary to give effect to the adoption of the New Memorandum and Articles of Association and to make such filing in Hong Kong as is necessary in connection with this resolution, and

(ii) the Company’s registered office provider be and is hereby authorised and instructed to make such filing with the Registrar of Companies in the Cayman Islands as is necessary in connection with this resolution.

By order of the Board
Maxicity Holdings Limited
Sieh Shing Kee
Chairman

Hong Kong, 28 April 2026

Notes:

i. For the purpose of determining the shareholders of the Company who are entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 22 May 2026 to Friday, 29 May 2026 (both dates inclusive) during which period no transfer of Shares will be registered. To be qualified for attending and voting at the forthcoming annual general meeting, all Share transfer documents must be lodged with Boardroom Share Registrars (HK) Limited, the Company’s share registrar in Hong Kong, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 21 May 2026.

ii. Pursuant to Article 57 of the Articles of Association, the Company will conduct a hybrid Annual General Meeting with the combination of in-room meeting and virtual meeting which allows shareholders to attend either in person or via an online platform which allows Shareholders to attend, submit questions, vote electronically in real time and view live streaming of the Annual General Meeting. Shareholders will be able to view the live video broadcast and participate in voting and submit questions in written form to the Annual General Meeting via their mobile phones, tablets or computers. In order to do so, any shareholder, proxy or corporate representative who wishes to join the Annual General Meeting must contact the Company to pre-register no later than 10:30 a.m. on Wednesday, 27 May 2026 (being not less than forty-eight (48) hours before the Annual General Meeting) by emailing to info@maxicity.com.hk to provide personal particulars as follows:

a. Full name;
b. Registered Address;
c. Number of Shares held;
d. Hong Kong Identity Card Number or passport number (in case of natural person)/company registration number (in case of body corporate);
e. Contact Telephone Number; and
f. Email Address.

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The Company will provide the pre-registered Shareholders with the link to the live webcast platform upon confirmation of the Shareholders' identification and interest in participating the Annual General Meeting through electronic means. Shareholders MUST NOT forward the link to other persons who are not Shareholders and who are not entitled to attend the Annual General Meeting.

iii. Non-registered shareholder who wish to pre-register will need to provide information listed in (ii) and

a. contact and instruct their banks, brokers, custodians, nominees or the Hong Kong Securities Clearing Company Limited through which their shares are held (together, the "Intermediary") to appoint themselves as proxies or corporate representatives to attend the Annual General Meeting via electronic means; and
b. provide their e-mail address to their Intermediary before the time limit required by the relevant Intermediary.

iv. Shareholders can submit questions relevant to the business of the Annual General Meeting by emailing to info@maxicity.com.hk in advance. If considered appropriate by the Directors at their absolute discretion, the questions will be answered.
v. Any member of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holder of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll, votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member holding two or more shares may appoint more than one proxy to attend on the same occasion. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
vi. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised.
vii. To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited to the Company's branch registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or adjourned meeting (as the case may be). The Company reminds Shareholders who wish to exercise his/her/its voting rights that they are strongly encouraged to appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolution at the Annual General Meeting.
viii. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting by electronic means at the Annual General Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked. For the avoidance of doubt, holders of treasury Shares (if any) have no voting rights at the Company's general meeting(s).
ix. Where there are joint holders of any shares of the Company, any one of such joint holders may vote at the Annual General Meeting or its adjourned meeting, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
x. A form of proxy for use at the Annual General Meeting or its adjourned meeting is enclosed.

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xi. In relation to the proposed resolutions No. 5 and No. 7 above, approval is being sought from the members for the grant to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the Listing Rules. The Directors have no immediate plans to issue any new shares of the Company.

xii. In relation to the proposed resolution No. 6 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they consider appropriate for the benefit of the Company and the members. An explanatory statement containing the information necessary to enable members to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I of the circular.

xiii. According to Rule 13.39(4) of the Listing Rules, the voting at the meeting or its adjourned meeting will be taken by poll.

xiv. As at the date of this notice, the executive Directors are Mr. Sieh Shing Kee and Mr. Ho Ka Ki; and the independent non-executive Directors are Ms. Chiao Siu Ling, Mr. Kwong Che Sing, Mr. Ling Siu Tsang and Mr. Tso Ping Cheong Brian.

xv. BAD WEATHER ARRANGEMENTS:

The Annual General Meeting will be held on Friday, 29 May 2026 as scheduled regardless of whether or not an amber or red rainstorm warning signal is in force in Hong Kong at any time on that day.

However, if a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 08:00 a.m. on Friday, 29 May 2026, the Annual General Meeting will not be held on that day and will be automatically postponed. Shareholders will be informed of the date, time and venue of the postponed Annual General Meeting by an announcement posted on the respective websites of the Company and the Stock Exchange. Shareholders may call the hotline at (852) 3598 2826 or visit the website of the Company at www.maxicity.com.hk for details of the postponement and alternative meeting arrangements.

Shareholders should make their own decision as to whether they would attend the Annual General Meeting under bad weather conditions having regard to their own situation and if they should choose to do so, they are advised to exercise care and caution.

This notice, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.

This notice will remain on the "Latest Company Announcements" page of the website of the Stock Exchange at www.hkexnews.hk for at least 7 days from the date of its posting. This notice will also be published on the Company's website at www.maxicity.com.hk.

In the event of any inconsistency, the English version of this notice shall prevail over the Chinese version.

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