Prosper Construction Holdings Limited — Proxy Solicitation & Information Statement 2025

Sep 16, 2025

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.

瑞港建設控股有限公司
PROSPER CONSTRUCTION HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6816)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “EGM”) of Prosper Construction Holdings Limited (the “Company”) will be held at Room 2403-8, Shui On Centre, 6 to 8 Harbour Road, Wan Chai, Hong Kong on Wednesday, 8 October 2025 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modification, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

“THAT:

(a) the entering into of the framework agreement dated 18 July 2025 between Shui Fung Trading Company Limited (瑞丰商贸有限公司) (“Shui Fung Trading”), and Shenzhen Defu Supply Chain Company Limited* (深圳市德孚供應鏈有限責任公司) (“Shenzhen Defu”) (the “New Products Sale and Purchase Framework Agreement”), pursuant to which Shui Fung Trading and/or its subsidiaries shall, in the course of its distribution of branded consumer electronic products business operation, purchase branded consumer electronic products from Shenzhen Defu and/or its subsidiaries during the three years ending 31 December 2027 (a copy of the New Products Sale and Purchase Framework Agreement marked “A” has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification), the transactions contemplated thereunder and the proposed annual caps be hereby approved, ratified and confirmed; and

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(b) any one director of the Company be and is hereby authorised to execute the New Products Sale and Purchase Framework Agreement and all such other documents and to do all such acts or things for and on behalf of the Company, and to make and agree such variations of a minor or non-material nature in or to the terms of the New Products Sale and Purchase Framework Agreement as he/she may consider appropriate or desirable relating to or in connection with the matters contemplated therein.”

By order of the Board
Prosper Construction Holdings Limited
Li Chunxiao
Executive Director

Hong Kong, 17 September 2025

Head office and principal place of business in Hong Kong:
Rooms 03-08, 24/F
Shui On Centre
6-8 Harbour Road, Wanchai
Hong Kong

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

Notes:

1. The resolutions set out in this notice of the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“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. A member of the Company entitled to attend and vote at the EGM will be entitled to appoint one or more proxies to attend and, on a poll, vote in his or her stead. A proxy need not be a member of the Company. 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.

In the case of joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the meeting, whether in person or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

1. A form of proxy for use at the EGM is being despatched together with this notice. In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be delivered to Tricor Investor Services Limited, the office of the Company’s Hong Kong branch share registrar and transfer office at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

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1. Whether or not you intend to attend the EGM in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending the EGM and voting in person if you so wish. In the event that you attend the EGM after having lodged the form of proxy, it will be deemed to have been revoked.

2. Members who are entitled to attend, speak and vote at the EGM are those whose names appear as members on the register of members of the Company on Wednesday, 8 October 2025. 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 Thursday, 2 October 2025 to Wednesday, 8 October 2025, both days inclusive, during which no transfers of shares will be effected. In order for a shareholder to be eligible to attend, speak and vote at the EGM, all transfer forms accompanied by the relevant share certificates must be lodged 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 for registration not later than 4:30 p.m. on Tuesday, 30 September 2025.

As at the date of this notice, the Board comprised Executive Directors Mr. JIANG Hongchang (Chairman of the Board), Mr. LIU Yutao, Mr. DU Jianzhi, Mr. ZHOU Hongbao and Mr. LI Chunxiao; and Independent Non-executive Directors Mr. CHEUNG Chi Man Dennis, Ms. CHEN Yan and Mr. LIU Junchun.

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