OSL Group Limited — Proxy Solicitation & Information Statement 2025

Apr 14, 2025

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

OSL

OSL Group Limited

OSL集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Unless otherwise specified, terms defined in this notice shall have the same meanings in the circular of the Company dated 14 April 2025 (the "Circular"). Details regarding the resolutions in this notice are set out in the Circular.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of OSL Group Limited (the "Company") will be held at 39/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Thursday, 8 May 2025 at 10:30 a.m., or at any adjournment thereof, for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. "To approve and adopt the 2025 Share Award Scheme with effect from the Adoption Date, and to authorise the Directors to do all acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the 2025 Share Award Scheme, including but without limitation:

(a) to administer or authorise a committee of the Board to administer the 2025 Share Award Scheme under which Awards will be awarded to the Eligible Participants (as defined in the 2025 Share Award Scheme) under the 2025 Share Award Scheme, including but not limited to determining and granting the Awards in accordance with the terms of the 2025 Share Award Scheme;

(b) to modify and/or amend the 2025 Share Award Scheme from time to time provided that such modification and/or amendment is effected in accordance with the terms of the 2025 Share Award Scheme and subject to the Listing Rules; and

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(c) to allot and issue from time to time such Shares which shall not in aggregate, together with the total number of Shares which may be issued in respect of all options and awards to be granted under any other share option schemes and/or share award schemes involving the issuance of new Shares adopted and to be adopted by the Company from time to time, exceed 10% of the issued share capital (excluding Treasury Shares (if any)) of the Company as at the date of approval of the 2025 Share Award Scheme by the Shareholders, as may be required to be allotted and issued pursuant to the grant of the Awards under the 2025 Share Award Scheme and subject to the Listing Rules; and

(d) to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the 2025 Share Award Scheme."

1. "THAT conditional upon resolution no. 1 above being passed, the Service Provider Sublimit be and is hereby approved and adopted, provided that the maximum number of Shares which may be issued in respect of all options and awards to be granted to all service providers (as listed in the definition of "Service Provider Participant" in the section headed "DEFINITIONS" of the Circular) under the Relevant Scheme(s) must not in aggregate exceed 1% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the Adoption Date and that the Directors be authorised to take all such steps and attend all such matters, approve and execute (whether under hand or under seal) such documents and do such other things, for and on behalf of the Company, as the Directors may consider necessary, desirable or expedient to effect and implement the Service Provider Sublimit."

2. "THAT conditional upon resolution no. 1 above being passed, the 2018 Share Award Plan which was approved and adopted by the Board on 21 August 2018 and amended by the Board on 7 September 2018 and 29 October 2021, respectively, be and are hereby terminated with effect from the adoption of the 2025 Share Award Scheme and that the Directors be authorised to take all such steps as may be necessary or desirable to implement this resolution."

3. "THAT conditional upon resolution no. 1 above being passed, the 2021 Share Option Scheme, which was approved and adopted by the Shareholders at the annual general meeting held on 28 May 2021, be and is hereby terminated with immediate effect and that the Directors be authorised to take all such steps as may be necessary or desirable to implement this resolution."

By Order of the Board

OSL Group Limited

Cui Song

Executive Director and Chief Executive Officer

Hong Kong, 14 April 2025

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

Principal Place of Business in Hong Kong:
39/F, Lee Garden One,
33 Hysan Avenue,
Causeway Bay,
Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or (in respect of a member who is the holder of two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. A proxy form of the EGM is enclosed. If the appointer is a corporation, the proxy form must be made under its seal or under the hand of an officer or attorney duly authorised on its behalf.

3. Where there are joint registered holders of any shares, any one of such persons may vote at the EGM (or any adjournment thereof), either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders by present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

4. In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours (i.e., 10:30 a.m. on Tuesday, 6 May 2025) before the time appointed for holding the EGM or any adjournment thereof. Delivery of an instrument appointing a proxy shall not preclude a shareholder from subsequently attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. For the purpose of ascertaining shareholders' entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 2 May 2025 to Thursday, 8 May 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, Shareholders must lodge all transfer documents accompanied by the relevant share certificates for Registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Wednesday, 30 April 2025.

6. All voting by the members at the EGM (or at any adjournment) shall be conducted by way of poll.

7. If tropical cyclone warning signal no. 8 or above, "extreme conditions" caused by super typhoons or a black rainstorm warning is in effect at any time after 7:00 a.m. on Thursday, 8 May 2025, the EGM will be adjourned and further announcement for details of alternative meeting arrangements will be made. The EGM will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the EGM under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

8. As at the date of this notice, the executive Directors are Mr. Cui Song, Mr. Tiu Ka Chun, Gary, Ms. Xu Kang and Mr. Yang Chao, the non-executive Director is Mr. Lee Kam Hung Lawrence and the independent non-executive Directors are Mr. Chau Shing Yim, David, Mr. Xu Biao and Mr. Yang Huan.

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