Qian Xun Technology Limited — Proxy Solicitation & Information Statement 2025

Apr 25, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspects 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 CNT Group Limited (the "Company"), you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or the 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.

CNT GROUP LIMITED

北海集團有限公司

(Incorporated in Bermuda with limited liability)
(Stock Code: 701)

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GRANTING OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on Thursday, 5 June 2025 at 11:00 a.m. is set out in Appendix III to this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.cntgroup.com.hk). Whether or not you are able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

28 April 2025

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CONTENTS

Page

Definitions 1

Letter from the Board

1. Introduction 3
2. Re-election of Directors 4
3. General Mandates to Issue and Buy Back Shares 4
4. AGM 5
5. Listing Rules Requirement 5
6. Recommendation 5
7. Further Information 5

Appendix I - Details of Directors Proposed to be Re-elected 6
Appendix II - Explanatory Statement on Buy-back Mandate 8
Appendix III - Notice of Annual General Meeting 11

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DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on Thursday, 5 June 2025 at 11:00 a.m. to consider and, if appropriate, to approve the resolutions as set out in the notice of AGM, which is appended to this circular, or any adjournment thereof;

“Board” the board of directors of the Company;

“Buy-back Mandate” the general mandate to buy back Shares;

“Bye-laws” the bye-laws of the Company and as amended from time to time;

“close associate(s)” has the same meaning as defined in the Listing Rules;

“Company” CNT Group Limited (北海集團有限公司), a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of the Stock Exchange;

“core connected person(s)” has the same meaning as defined in the Listing Rules;

“CPM” CPM Group Limited (中漆集團有限公司), a company incorporated in the Cayman Islands with limited liability, with its shares listed on the Main Board of the Stock Exchange (stock code: 1932), and a non wholly-owned subsidiary of the Company;

“Director(s)” the director(s) of the Company;

“Group” the Company and its subsidiaries;

“HK$” Hong Kong dollars, the lawful currency for the time being of Hong Kong;

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

“Latest Practicable Date” 17 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular;

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2

DEFINITIONS

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;

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

"Share(s)" ordinary share(s) in the capital of the Company with a par value of HK$0.10 each (or such other prevailing par value from time to time);

"Shareholder(s)" holder(s) of Shares;

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"substantial shareholder(s)" has the same meaning as defined in the Listing Rules;

"Takeovers Codes" The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or modified from time to time;

"treasury shares" has the same meaning as defined in the Listing Rules; and

"%" per cent.

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LETTER FROM THE BOARD

CNT GROUP LIMITED

北海集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 701)

Executive Directors

Tsui Yam Tong, Terry (Chairman)

Chong Chi Kwan (Managing Director)

Non-executive Directors

Tsui Ho Chuen, Philip

Zhang Jun

Independent Non-executive Directors

Ko Kwok Fai, Dennis

Huang De Rui

Lin Yingru

Registered Office

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Principal Office

Unit E, 28th Floor

CNT Tower

338 Hennessy Road

Wanchai

Hong Kong

28 April 2025

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS, GRANTING OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and information in respect of the ordinary resolutions to be proposed at the AGM for the approval of (a) the re-election of Directors at the AGM; and (b) the granting of the general mandates to issue and buy back Shares.

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LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

In accordance with the Bye-laws, Mr. Zhang Jun shall hold office until the AGM and Mr. Tsui Ho Chuen, Philip and Mr. Ko Kwok Fai, Dennis shall retire by rotation at the AGM and, being eligible, have offered themselves for re-election at the AGM. Details of the Directors proposed for re-election are set out in Appendix I to this circular.

Mr. Ko Kwok Fai, Dennis being an independent non-executive Director, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board is of the view that Mr. Ko meets the independence guideline set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guideline. Mr. Ko has confirmed that he will continue to devote sufficient time for the discharge of his function and responsibilities as an independent non-executive Director. The nomination committee of the Board has reviewed the biographical details of Mr. Ko and his meeting of nomination criteria (including but not limited to expertise, experience, education background, integrity and commitment to contribute to the effective functioning of the Board and carrying out of responsibilities of the Board) as set out in the nomination policy of the Company and considered the diversity aspects (including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service) as set out in the board diversity policy of the Company, and took the view that he has been contributing to the Group effectively and committed to his role as Director. Considering that Mr. Ko possesses extensive knowledge and skills in his area, on the recommendation of the nomination committee of the Board, the Board believes that his re-election of independent non-executive Director can continue to bring contribution to the Board and its diversity and thus recommends him for re-election at the AGM.

3. GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

The existing general mandates granted to the Directors to issue and buy back Shares will expire at the conclusion of the AGM. To renew these general mandates, ordinary resolutions will be proposed at the AGM that: (i) the Board be granted a general mandate to allot and issue new Shares up to a maximum of 20% of the total number of the Shares in issue as at the date of passing of such resolution; (ii) the Board be granted a general mandate to exercise all the powers of the Company to buy back Shares up to a maximum of 10% of the total number of the Shares in issue as at the date of passing of such resolution; and (iii) the allotment mandate be extended by adding the number of the Shares bought back by the Company pursuant to the Buy-back Mandate to the total number of the Shares in issue to be allotted and issued pursuant to the allotment mandate.

The Board wishes to state that, as at the Latest Practicable Date, it has no immediate plans to issue any new Share or to buy back any existing Shares.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the number of the Shares in issue was 1,903,685,690 and the Company did not hold any treasury shares. On the basis that no further Share will be issued or bought back prior to the AGM, the maximum number of Shares under the general mandate to allot and issue new Shares of not exceeding 20% of the total number of the Shares in issue as at the date of the AGM, if approved, shall be 380,737,138.

The Directors propose to seek the approval of the Shareholders for the granting to the Directors of the general mandates to issue and buy back Shares.

An explanatory statement as required under the Listing Rules to provide the requisite information concerning the Buy-back Mandate is set out in Appendix II to this circular.

4. AGM

A notice convening the AGM to be held on Thursday, 5 June 2025 at 11:00 a.m. at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong is set out in Appendix III to this circular.

A form of proxy for use at the AGM is enclosed with this circular. The form of proxy, in order to be valid, must be completed and deposited in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the AGM or any adjournment thereof in person if you so wish. In such event, the form of proxy previously submitted shall be deemed to be revoked.

5. LISTING RULES REQUIREMENT

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

6. RECOMMENDATION

The Directors consider that the re-election of Directors and the granting of the general mandates to issue and buy back Shares are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of each of the relevant resolutions as set out in the notice of the AGM.

7. FURTHER INFORMATION

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

Yours faithfully,

On behalf of the Board

CNT Group Limited

Tsui Yam Tong, Terry

Chairman

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Stated below are the details of the Directors proposed to be re-elected at the AGM:

1. Mr. Tsui Ho Chuen, Philip (徐浩銓), aged 61, Non-executive Director

Mr. Tsui joined the Group in September 1985. He was an executive Director, the executive deputy chairman and the managing director of the Company and was re-designated as a non-executive Director in July 2017. He is the sole director and shareholder of Prime Surplus Limited (“Prime Surplus”), a substantial shareholder of the Company. As at the Latest Practicable Date, Mr. Tsui held interests in 556,613,226 Shares, representing approximately 29.23% of the existing total number of Shares in issue of the Company, within the meaning of Part XV of the SFO. Mr. Tsui is a qualified solicitor of Hong Kong and has more than 40 years’ experience in the paint and coating industry. He is an executive director, chairman and the managing director of CPM. He was appointed as a committee member of the eighth, eleventh and twelfth sessions of the Chinese People’s Political Consultative Conference of Jiangsu Province. Mr. Tsui has no service agreement with the Company and he is not appointed for a specific term but is subject to re-election at least once every three years pursuant to the Bye-laws. For the year ended 31 December 2024, the remuneration, being the director’s fee, paid to Mr. Tsui was HK$100,000.

Mr. Tsui is the nephew of Mr. Tsui Yam Tong, Terry, the chairman and an executive Director.

As at the Latest Practicable Date, Mr. Tsui was interested in 10,000,000 underlying shares in CPM, representing 1% of the issued share capital of CPM, pursuant to the share options granted by CPM within the meaning of Part XV of the SFO.

1. Mr. Zhang Jun (張軍), aged 55, Non-executive Director

Mr. Zhang was appointed a non-executive Director in January 2025. He has over 26 years of experience in finance and management. Mr. Zhang graduated from Tianjin University with a bachelor’s degree in engineering (major in mechanical manufacturing) in July 1992 and achieved a master’s degree in economics from International Business School of Nanjing University (now known as Nanjing University Business School) in June 1998. He is a senior economist in the People’s Republic of China. Mr. Zhang worked in Jiangsu New Energy Company Limited (江蘇省新能源開發有限公司) from July 2005 to May 2015, with his last serving position as deputy general manager. He was a deputy general manager and the board secretary of Jiangsu New Energy Development Co., Ltd. (江蘇省新能源開發股份有限公司) (a company listed on the Shanghai Stock Exchange, stock code: 603693) from May 2015 to March 2024. Mr. Zhang is a managing director of Broadsino Investment Company Limited which is interested in 5.15% of the total number of Shares in issue of the Company. Mr. Zhang has no service agreement with the Company and he is not appointed for a specific term but is subject to re-election at least once every three years pursuant to the Bye-laws. For the year end 31 December 2024, Mr. Zhang was not entitled to any fee from the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Zhang did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

1. Mr. Ko Kwok Fai, Dennis (高國輝), aged 59, Independent Non-executive Director

Mr. Ko was appointed an independent non-executive Director in October 2019. He has over 33 years of experience in management and accounting, and gained his audit experience with a major international accounting firm early in his career. Mr. Ko obtained a master of arts degree in comparative and public history from The Chinese University of Hong Kong in 2008 and a bachelor of arts (honours) degree in accountancy from City University of Hong Kong in 1994. He is a fellow member of the Association of Chartered Certified Accountants and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Ko was an independent non-executive director of Aeso Holding Limited, a company listed on the Stock Exchange (Stock Code: 8341), from June 2017 to April 2019. As at the Latest Practicable Date, Mr. Ko has interests in 503,374 Shares, representing 0.026% of the total number of Shares in issue of the Company, within the meaning of Part XV of the SFO. Mr. Ko has no service agreement with the Company and he is not appointed for a specific term but is subject to re-election at least once every three years pursuant to the Bye-laws. For the year ended 31 December 2024, the remuneration, being the director’s fee, paid to Mr. Ko was HK$200,000.

Save as disclosed above, as at the Latest Practicable Date, Mr. Ko did not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, each of Mr. Tsui, Mr. Zhang and Mr. Ko does not have any relationship with any Director, senior management of the Company or substantial or controlling Shareholder.

The remuneration of the executive Directors is determined by the remuneration committee of the Board and the remuneration of the non-executive Directors is determined by the Board on the recommendation of the remuneration committee of the Board, by reference to their duties and responsibilities, performance, experiences, time commitment, market conditions and the corporate goals and objectives as set by the Board.

As a result of dealings in the Shares by the trustee of a discretionary trust in which Mr. Tsui Ho Chuen, Philip by then was a discretionary beneficiary during the dealing prohibition period, the Stock Exchange publicly censured Mr. Tsui in December 1999 for breaches of the Listing Rules. The Stock Exchange considered that he had an obligation to inform the trustee not to deal when necessary.

Save as disclosed above, there is no other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

This Appendix serves as an explanatory statement required by the Listing Rules to provide the Shareholders with the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the Company had 1,903,685,690 Shares in issue and did not hold any treasury shares.

Subject to the passing of the relevant resolution and on the basis that no further Share is issued or bought back prior to the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 190,368,569 Shares representing 10% of the total number of the Shares in issue as at the date of the AGM. The Shares proposed to be bought back by the Company must be fully-paid up.

The Buy-back Mandate may continue in force until 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 law to be held; and (iii) the revocation or variation of the Buy-back Mandate by ordinary resolution of the Shareholders in general meeting.

1. REASONS FOR BUY-BACKS

Although the Directors have no present intention to buy back any Shares, they believe that it is in the interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to buy back Shares on the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.

1. FUNDING OF BUY-BACKS

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws and the laws of Bermuda. It is presently proposed that any buy-back under the Buy-back Mandate would be bought back out of the capital paid up on the bought-back Shares, the profits of the Company which would otherwise be available for dividend, the Company's share premium account and/or contributed surplus account in each case to the extent as permitted by the laws of Bermuda.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the Company's annual report for the year ended 31 December 2024 in the event that the Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX II

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

4. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Share price
	Highest
HK$	Lowest
HK$
2024
April	0.320	0.300
May	0.305	0.250
June	0.320	0.285
July	0.295	0.260
August	0.310	0.255
September	0.300	0.270
October	0.340	0.270
November	0.290	0.231
December	0.240	0.235
2025
January	0.231	0.228
February	0.229	0.215
March	0.250	0.215
April (up to the Latest Practicable Date)	0.225	0.215

5. GENERAL

The Directors will exercise the powers of the Company to make buy-backs in accordance with the Listing Rules and the applicable laws of Bermuda so far as the same may be applicable and in accordance with the regulations set out in the memorandum of association of the Company and the Bye-laws.

To the best knowledge of the Directors, neither this explanatory statement nor the proposed Share buy-back has any unusual features.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates have any present intention to sell any of the Shares to the Company under the Buy-back Mandate if such is approved by the Shareholders.

No core connected persons of the Company have notified the Company that they have a present intention to sell any of the Shares to the Company, or have undertaken not to do so, in the event that the Buy-back Mandate is approved by the Shareholders.

All the Shares bought back by the Company pursuant to the Buy-back Mandate will be cancelled and will not be held as treasury shares.

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APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

6. TAKEOVERS CODES

If on exercise of the powers to buy back Shares pursuant to the Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Codes. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Codes), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Prime Surplus is the largest Shareholder beneficially interested in 556,613,226 Shares, representing approximately 29.23% of the total number of Shares in issue of the Company. Mr. Tsui Ho Chuen, Philip is the sole director and shareholder of Prime Surplus. In the event that the Buy-back Mandate is exercised in full and no further Share is issued during the proposed buy-back period, the beneficial interest of Prime Surplus in the total number of Shares in issue of the Company will increase to approximately 32.48%, and an obligation to make a general offer to Shareholders may arise as a result. The Directors have no present intention to exercise the Buy-back Mandate to such an extent as would result in any takeover obligation.

7. SHARE BUY-BACKS MADE BY THE COMPANY

The Company did not buy back any of the Shares (whether on the Stock Exchange or otherwise) in the past six months preceding the Latest Practicable Date.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

CNT GROUP LIMITED

北海集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 701)

NOTICE IS HEREBY GIVEN that the annual general meeting of CNT Group Limited (the "Company") will be held at 31st Floor, CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong on Thursday, 5 June 2025 at 11:00 a.m. for the following purposes:

Ordinary business

1. To receive and consider the audited financial statements and the report of the directors and the independent auditor's report for the year ended 31 December 2024.
2. (a) To re-elect Mr. Tsui Ho Chuen, Philip as a non-executive director.
   (b) To re-elect Mr. Zhang Jun as a non-executive director.
   (c) To re-elect Mr. Ko Kwok Fai, Dennis as an independent non-executive director.
   (d) To authorise the board of directors of the Company (the "Board") to fix the directors' remuneration.
3. To re-appoint auditors and to authorise the Board to fix their remuneration.

Special business

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (c) below, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company and to make, issue or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

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

(c) the aggregate number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of the rights of subscription or conversion under the terms of any warrant or other securities issued by the Company carrying a right to subscribe for shares of the Company; or (iii) the exercise of subscription rights under any share option scheme of the Company; or (iv) an issue of shares as scrip dividends pursuant to the bye-laws of the Company from time to time, shall not exceed the aggregate of (i) 20% of the total number of shares of the Company in issue as at the date of this resolution; and (ii) subject to the passing of resolution 6 below, all those number of shares which may from time to time be bought back by the Company pursuant to the general mandate granted under resolution 5 below, and the said approval shall be limited accordingly; and

(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 law to be held; and

(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means the allotment, issue or grant of shares of the Company pursuant to an offer open for a period fixed by the Board to holders of shares or any class thereof on the register of members of the Company on a fixed record date pro rata to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligation under the laws of, or the requirements of any recognised regulatory body of any stock exchange in any territory outside Hong Kong).

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT:

(a) subject to paragraph (b) below, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to buy back its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange (as applicable) as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate number of shares of the Company to be bought back by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of shares of the Company in issue as at the date of this resolution, and the said approval shall be limited accordingly; and

(c) 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 law to be held; and

(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT the Board be and is hereby given a general mandate to add all those shares in the capital of the Company which may from time to time be bought back by the Company pursuant to the approval granted under resolution 5 above to the general mandate granted under resolution 4 above.”

By order of the Board

CNT Group Limited

Fok Pik Yi, Carol

Company Secretary

Hong Kong, 28 April 2025

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a member of the Company.

2. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority shall be delivered to the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the meeting at which the person named in the instrument proposes to vote or any adjournment thereof (as the case may be).

3. The register of members of the Company will be closed from Monday, 2 June 2025 to Thursday, 5 June 2025, both days inclusive, during the period no transfer of shares will be effected. In order to be entitled to attend and vote at the annual general meeting of the Company, all transfers accompanied by the relevant share certificates must be lodged for registration with the Company's share registrar 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 Friday, 30 May 2025.

4. If a Typhoon Signal no. 8 or above is hoisted or a Black Rainstorm Warning Signal or "extreme conditions caused by a super typhoon" announced by the Government is/are in force in Hong Kong at or at any time after 8:00 a.m. on the date of the annual general meeting, the annual general meeting will be postponed or adjourned. The Company will publish an announcement on the websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company at www.cntgroup.com.hk respectively to notify the shareholders the details of the rescheduled meeting. The annual general meeting will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force. Shareholders should make their own decision as to whether they would attend the annual general meeting under bad weather conditions bearing in mind their own situations and if they should choose to do so, they are advised to exercise care and caution.

5. No refreshments will be served at the annual general meeting of the Company.

6. References to time and dates in this notice are to Hong Kong time and dates unless otherwise stated.

7. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.