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 a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Redsun Properties Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the licensed securities dealer or registered institution in securities 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.

Rsun弘阳

Redsun Properties Group Limited

弘陽地產集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1996)

CONTINUING CONNECTED TRANSACTIONS

AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser

to the Independent Board Committee and the Independent Shareholders

MERDEKA 胡贊

Capitalised terms used in this cover shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 5 to 16 of this circular. A notice convening the EGM to be held at Room 2612, 26/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Tuesday, 14 April 2026 at 10:00 a.m. is set out on pages 43 to 44 of this circular. A form of proxy for use at the EGM is also sent to the Shareholders together with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.rsunproperty.hk).

Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to Tricor Investor Services Limited, the branch share registrar of the Company in Hong Kong, 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 EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so desire.

20 March 2026

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE ... 17
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ... 19
APPENDIX I – GENERAL INFORMATION ... 37
NOTICE OF THE EXTRAORDINARY GENERAL MEETING ... 43

DEFINITIONS

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

"Announcement"
the announcement of the Company dated 8 December 2025 in relation to, among other things, the Non-exempt Continuing Connected Transactions

"associate(s)"
has the meaning ascribed thereto under the Listing Rules

"Board"
the board of Directors

"Company"
Redsun Properties Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1996)

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

"controlling Shareholder(s)"
has the meaning ascribed to it under the Listing Rules

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

"EGM"
the extraordinary general meeting of the Company to be convened at Room 2612, 26/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Tuesday, 14 April 2026 at 10:00 a.m., or any adjournment thereof

"Existing Continuing Connected Transactions"
collectively, (i) the Existing Parking Space Sales and Leasing Agency Services Framework Agreement (as supplemented by the Existing Supplemental Parking Space Sales and Leasing Agency Services Framework Agreement); and (ii) the Existing Property Management Services Master Framework Agreement

"Existing Parking Space Sales and Leasing Agency Services Framework Agreement"
the existing parking space sales and leasing agency services framework agreement dated 8 December 2022 entered into between the Company and Redsun Services in relation to the provision of parking space sales and leasing agency services by Redsun Services Group to the Group for a term from 1 January 2023 to 31 December 2025

DEFINITIONS

“Existing Supplemental Parking Space Sales and Leasing Agency Services Framework Agreement”

the existing supplemental parking space sales and leasing agency services framework agreement dated 7 June 2023 entered into between the Company (for itself and on behalf of its subsidiaries and associates) and Redsun Services (for itself and on behalf of its subsidiaries) in relation to, among other things, the payment of Refundable Deposits in connection with the Parking Space Sales and Leasing Agency Services under the Existing Parking Space Sales and Leasing Agency Services Framework Agreement for a term from 1 January 2023 to 31 December 2025

“GFA”

gross floor area

“Group”

the Company and its subsidiaries

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Independent Board Committee”

an independent committee of the Board comprising all the independent non-executive Directors (namely, Mr. Lee Kwok Tung Louis, Mr. Leung Yau Wan John and Mr. Au Yeung Po Fung) established for the purpose of reviewing the Non-exempt Continuing Connected Transactions

“Independent Financial Adviser”

Merdeka Corporate Finance Limited, a licensed corporation under the SFO to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Non-exempt Continuing Connected Transactions

“independent third party(ies)”

has the meaning ascribed to it under the Listing Rules

“Latest Practicable Date”

17 March 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

“Listing Rules”

the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Mr. Zeng”

Mr. Zeng Huansha (曾焕沙), the controlling Shareholder and the executive Director

“New Continuing Connected Transactions”

the New Property Management Services Master Framework Agreement

DEFINITIONS

"New Parking Space Sales and Leasing Agency Services Framework Agreement"
the parking space sales and leasing agency services framework agreement dated 8 December 2025 entered into between the Company and Redsun Services in relation to the provision of parking space sales and leasing agency services by Redsun Services Group to the Group for a term from 1 January 2026 to 31 December 2028, subsequently terminated on 4 February 2026

"New Property Management Services Master Framework Agreement"
the property management services master framework agreement dated 8 December 2025 entered into between the Company and Redsun Services in relation to the provision of property management services by Redsun Services Group to the Group for a term from 1 January 2026 to 31 December 2028

"Non-exempt Continuing Connected Transactions"
the transactions contemplated under the New Property Management Services Master Framework Agreement

"Parking Space Sales And Leasing Agency Services"
the services provided by Redsun Services Group to the Group as under the Existing Parking Space Sales and Leasing Agency Services Framework Agreement (as supplemented by the Existing Supplemental Parking Space Sales and Leasing Agency Services Framework Agreement)

"PRC"
the People's Republic of China

"Property Management Services"
the scope of services contemplated to be provided by members of Redsun Services Group to the Group under the New Property Management Services Master Framework Agreement, as described in the paragraph headed "The New Property Management Services Master Framework Agreement – Scope of Services"

"Redsun Services"
Redsun Services Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1971)

"Redsun Services Group"
Redsun Services Group Limited and its subsidiaries

"Refundable Deposits"
the refundable deposits paid to relevant members of the Group in connection with the Parking Space Sales and Leasing Agency Services pursuant to the Existing Parking Space Sales and Leasing Agency Services Framework Agreement (as supplemented by the Existing Supplemental Parking Space Sales and Leasing Agency Services Framework Agreement)

DEFINITIONS

"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

"Shareholder(s)"
shareholder(s) of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Substantial Shareholder(s)"
has the meaning ascribed to it under the SFO

"Termination Agreement"
the termination agreement dated 4 February 2026 entered into between the Company and Redsun Services in relation to the termination of the New Parking Space Sales and Leasing Agency Services Framework Agreement and the transactions contemplated thereunder

"%"
per cent

LETTER FROM THE BOARD

Rsun弘阳

Redsun Properties Group Limited

弘陽地產集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1996)

Executive Directors:
Mr. ZENG Huansha
Mr. CHEN Bin
Ms. HU Fang

Independent Non-executive Directors:
Mr. LEE Kwok Tung Louis
Mr. LEUNG Yau Wan John
Mr. AU YEUNG Po Fung

Registered Office:
Offices of Walkers Corporate Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands

Head Offices in the PRC:
26th Floor
Hong Yang Building
No. 9 Daqiao North Road
Nanjing, Jiangsu Province
The PRC

Place of Business in Hong Kong registered under part 16 of the Companies Ordinance:
Room 2612, 26/F
China Merchants Tower
Shun Tak Centre
Sheung Wan
Hong Kong

20 March 2026

To the Shareholders

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS

AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

References are made to the Announcement and the announcement of the Company dated 4 February 2026. Pursuant to the requirements under the Listing Rules, the Company will seek the approval of the Independent Shareholders in relation to, inter alia, the Non-exempt Continuing Connected Transactions and the respective annual caps.

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (i) further details of the Non-exempt Continuing Connected Transactions and the respective annual caps; (ii) a letter from the Independent Board Committee to the Independent Shareholders in relation to the Non-exempt Continuing Connected Transactions and the respective annual caps; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Non-exempt Continuing Connected Transactions and the respective annual caps; and (iv) the notice of the EGM.

2. BACKGROUND

References are made to the announcements of the Company dated 8 December 2022 and 7 June 2023 respectively in relation to (i) the Existing Parking Space Sales and Leasing Agency Services Framework Agreement; (ii) the Existing Property Management Services Master Framework Agreement; and (iii) the Existing Supplemental Parking Space Sales and Leasing Agency Services Framework Agreement entered into between the Company and Redsun Services for a term from 1 January 2023 to 31 December 2025.

It is expected that the Group will from time to time continue to enter into transactions of a nature similar to the Existing Continuing Connected Transactions after the expiry of the agreements to which the Existing Continuing Connected Transactions relate. Accordingly, the Group sought to enter into relevant new agreements on substantially the same terms and has entered into the (i) the New Parking Space Sales and Leasing Agency Services Framework Agreement; and (ii) the New Property Management Services Master Framework Agreement on 8 December 2025 (after trading hours). However, having taken into full consideration the overall business planning and other commercial factors, including potential gains from the business contemplated under the New Parking Space Sales and Leasing Agency Services Framework Agreement, and having taken into account the complexity of the actual operations and that of obtaining the required approvals under the New Parking Space Sales and Leasing Agency Services Framework Agreement, on 4 February 2026, the Company and Redsun Services mutually agreed and entered into a Termination Agreement, pursuant to which the New Parking Space Sales and Leasing Agency Services Framework Agreement shall terminate (the "Termination"), with effect from 4 February 2026. Following the Termination, Redsun Services shall cease to act as an agent for the sale of the parking spaces of the Company. Accordingly, the New Property Management Services Master Framework Agreement is the only New Continuing Connected Transactions of the Company and the details of the Non-exempt Continuing Connected Transaction are as follows.

I. New Property Management Services Master Framework Agreement

The principal terms of the New Property Management Services Master Framework Agreement are set out below:

Date: 8 December 2025 (after trading hours)

Parties:
(a) Redsun Services (as services provider)
(b) The Company (as services recipient)

LETTER FROM THE BOARD

Term:

From the day on which the independent Shareholders' approval is obtained at the EGM to 31 December 2028, subject to renewal by mutual agreement of the parties thereto and compliance with the requirements of the Listing Rules and all other applicable laws and regulations.

Scope of services:

(a) Pre-delivery property management and related services

Members of the Redsun Services Group shall provide pre-delivery property management and related services to members of the Group, including but not limited to planning and design, equipment selection, inspection for each unit, cleaning, gardening, maintenance of public order and security in the phases of property preparation, general layout as well as construction drawings, execution, completion and delivery period in respect of the property projects of the Group.

(b) Display units and property sales venues management services

Members of the Redsun Services Group shall provide management and related services to the display units and property sales venues of the property projects during the sales period of the property projects of the Group, including but not limited to cleaning, gardening, maintenance of public order and security services to the aforesaid venue.

Members of the Redsun Services Group shall provide pre-delivery property management services to members of the Group for unsold properties (including car parking spaces), including but not limited to security, cleaning, gardening, repair and maintenance.

LETTER FROM THE BOARD

(d) Housing repair management services

Members of the Redsun Services Group shall provide routine maintenance and repair management services to the properties under warranty sold by the Group, including but not limited to housing safety management, housing repair plan management, housing repair quality management, housing repair budget management, housing repair tender management, housing repair cost management, housing repair factor management, housing repair construction management and housing repair construction supervision services.

Definitive service agreements will be entered into between the relevant members of the Group and the relevant members of the Redsun Services Group for the provision of the Property Management Services. Each definitive agreement will set out the relevant services to be provided by the relevant members of the Redsun Services Group to the relevant members of the Group and the service fees. The definitive service agreements may only contain provisions which are in all material respects consistent with the binding principles, guidelines, terms and conditions set out in the New Property Management Services Master Framework Agreement.

Pricing policy:

The relevant members of the Redsun Services Group shall, where they are selected following the relevant tender processes and other quotation procedures for selection of services providers, provide management and related services to the Group according to the tender and quotation documents and definitive management services agreements to be entered into between relevant members of the Redsun Services Group and the Group from time to time.

The management fees payable by the Group shall be determined based on arm's length negotiation between the members of the Group and members of the Redsun Services Group, with reference to a wide range of factors including but not limited to (i) nature, age, infrastructure features, geographical location and neighborhood profile of the relevant properties; (ii) prevailing market price charged by other independent third party services providers to the Group in respect of comparable services; and (iii) any applicable rates recommended by the relevant government authorities.

LETTER FROM THE BOARD

Furthermore, the Company has adopted an internal assessment and approval process to determine the management fees payable to Redsun Services. Before entering into definitive agreements, the Company requires the business department to estimate the personnel, materials and other service costs involved, while the human resources, procurement and finance departments review the underlying salary assumptions, material pricing and the accuracy of the cost calculations. Based on this assessment, the parties would negotiate an appropriate mark up rate, and the Company will only proceed where the expected profit margin for Redsun Services is considered reasonable and within the industry range by the Company. During the approval stage, the proposed pricing and settlement terms are further reviewed by the business department, the cost and procurement department and the finance department. This process ensures that the management fees agreed with Redsun Services are reasonable, commercially justifiable and no less favourable to the Company.

In particular, for adhering to the pricing policy set out above, for those services which are comparable, the Company will make reference to the prices charged by at least two other medium to large scale property management companies listed on the Stock Exchange for similar projects, which are obtained from industry experts and the business development department of the Company, the number of staff members required to complete the projects as well as the facilities required to be inspected.

The transactions contemplated under the New Property Management Services Master Framework Agreement shall be on normal commercial terms, on terms no less favorable than those offered by independent third party services providers in respect of comparable services and on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Payment Terms:

There are different payment terms for different kinds of Property Management Services, namely,

(a) For pre delivery property management and related services: Payments will be made in accordance with the terms of the definitive agreements to be entered into and the fees are generally settled based on service quality the following month after the relevant services are provided;

LETTER FROM THE BOARD

(b) For showroom and property sales office management services: Payments will be made pursuant to the terms of the definitive agreements to be entered into and the fees are generally settled based on service quality the following month after the relevant services are provided;

(c) For pre delivery property management services for unsold properties: Service fees will be charged in accordance with the definitive agreements to be entered into and the fees are generally settled on a quarterly basis; and

(d) For property repair and maintenance management services: Payments will be settled in accordance with the definitive agreements to be entered into and the fees are generally settled based on service quality the following month after the relevant services are provided.

The Board (including the Independent Board Committee), having reviewed the payment terms under the New Property Management Services Master Framework Agreement, is of the view that such terms are fair and reasonable and on normal commercial terms or better, taking into account that (i) the settlement cycles for pre delivery property management services, showroom and sales office management services, and property repair and maintenance services are consistent with or only slightly shorter than prevailing industry practice (being generally monthly, quarterly, semi annual or within three months after service completion) given the previous repayment history of the Company; (ii) the payment arrangements do not provide the Company with terms less favourable than those offered by counterparties who are independent third parties for providing comparable services; and (iii) the settlement mechanisms appropriately reflect the nature of the services provided, including the need for post service quality assessment and periodic operational review.

Historical transaction amounts

The table below sets forth the historical transaction amounts of transactions under the Existing Property Management Services Master Framework Agreement:

	Actual amount incurred (in RMB'000)
	For the year ended 31 December 2023	For the year ended 31 December 2024	For the period from 1 January 2025 to 31 October 2025
The total service fees paid by the Group and its associates to the Redsun Services Group	159,131	79,756	56,705

LETTER FROM THE BOARD

The actual amount for the year ended 31 December 2025 did not exceed the annual cap under the Existing Property Management Services Master Framework Agreement. As far as the Directors are aware, the transaction amount from 1 January 2026 to the Latest Practicable Date fell below the de minimis threshold as stipulated under Rule 14A.76(2) of the Listing Rules.

Proposed annual caps and basis of determination for annual caps

The proposed annual caps for the transactions contemplated under the New Property Management Services Master Framework Agreement for the three years ending 31 December 2028 and the basis of determination for such annual caps are set out as follows:

	For the year ending 31 December 2026 (RMB'000)	For the year ending 31 December 2027 (RMB'000)	For the year ending 31 December 2028 (RMB'000)
Expected maximum aggregate service fees paid by the Group and its associates to the Redsun Services Group pursuant to the New Property Management Services Master Framework Agreement	102,051	96,598	95,029

The annual caps under the New Property Management Services Master Framework Agreement are determined with reference to the following factors:

(i) the historical transaction amounts in respect of the Property Management Services between the Group and the Redsun Services Group;

(ii) the total GFA of properties developed by the Group under the management of the Redsun Services Group and the properties under development held by the Group to be managed by the Redsun Services Group based on existing service contracts as at 31 December 2025;

(iii) the land bank held by the Group as at 31 December 2025 and its projected change for the next three years based on publicly available information;

(iv) the estimated service fee to be charged by the Redsun Services Group in respect of pre-delivery property management and related services, display units and property sales venues management services and pre-delivery property management services for unsold properties based on historical amount and existing contracts; and

LETTER FROM THE BOARD

(v) the expected unoccupied rate for property units and car parking spaces under the management of the Redsun Services Group based on historical amount.

II. Internal Control

The Company has implemented the following internal control measures for monitoring the pricing and other terms of the continuing connected transactions, including the transactions contemplated under the New Continuing Connected Transactions and for ensuring that the transactions conducted under such agreements will be entered into based on normal commercial terms:

(1) Before entering into the continuing connected transactions of the Group, the procurement department of the Group will review and verify whether the price is fair and reasonable. In addition, if the pricing terms in respect of the relevant agreement are applied for the first time or the pricing terms are different from those applied previously, the cost management department of the Group also reviews the above works conducted by the procurement department when settling the agreements.

(2) The financial management department of the Group is mainly responsible for reviewing and monitoring the continuing connected transactions to ensure that the annual caps of the relevant continuing connected transactions would not be exceeded and are implemented pursuant to the pricing policy or mechanism under the respective framework agreements. The financial management department of the Group will consult the internal control units of the Group, external lawyers and compliance adviser regarding compliance issues of the continuing connected transactions.

(3) The financial management department of the Group will prepare an annual report to the supervisor of the financial management department of the Group. The supervisor of the financial management department will report to the audit committee of the Group and submit a confirmation letter to the audit committee, confirming the continuing connected transactions of the Group (which are subject to the annual review and disclosure requirements under the Listing Rules) are all (a) entered into in the ordinary and usual course of business of the Group; (b) entered into on normal commercial terms or better; and (c) pursuant to the relevant agreements governing such transactions, entered into on the basis that the terms are fair and reasonable and are in the interests of the Shareholders as a whole; and the internal monitoring procedures of the Group regarding continuing connected transactions are adequate and effective in ensuring such transactions are conducted in such manner stated above. The audit committee will consider on such basis.

LETTER FROM THE BOARD

In addition, the Company has implemented enhanced internal control measures to ensure that the pricing and payment arrangements under the New Continuing Connected Transactions remain fair, reasonable and aligned with the Company's repayment capability. At the contract approval stage, the Company's finance, operations and cost departments, together with senior management would jointly review and assess the payment capability of the relevant project companies, and the Company will not proceed with or renew service arrangements where repayment risks are assessed to be high. During the service period, the Company conducts monthly confirmations with Redsun Services on the services rendered, provides supporting documentation for completed work, and from the following month follows up on reimbursement procedures and funding plans to ensure timely settlement. The Company also acknowledges that, under the agreed arrangements, Redsun Services may scale down service personnel if no repayment is made for more than three months, and may suspend or terminate services if prolonged non payment persists. The Company considers that these internal measures, together with the contractual safeguards, ensure that the pricing and payment terms under the New Continuing Connected Transactions are fair and reasonable and manageable, thereby protecting the interests of the Company and its shareholders.

The Board is of the view that the above internal control measures can ensure that the continuing connected transactions of the Group under the New Continuing Connected Transactions are on normal commercial terms, fair and reasonable and in the interests of the Group and the Shareholders as a whole.

III. Information on the Relevant Parties

The Company, through its subsidiaries, is a comprehensive property developer established in the Yangtze River Delta region and operating in the PRC, focusing on the development of residential properties and the development, operation and management of commercial and comprehensive properties.

Redsun Services is a company incorporated in the Cayman Islands and is principally engaged in the provision of property management services and parking space sales and leasing agency services. As at the Latest Practicable Date, it is indirectly held as to 72.77% by Mr. Zeng.

IV. Reasons for and Benefits of the Transactions

New Property Management Services Master Framework Agreement

Based on the established long-term cooperation relationship between the Redsun Services Group and the Group, Redsun Services Group has a track record of providing reliable, efficient and satisfactory property management services to the Group. As compared to other services providers who are independent third parties of the Company, it generally has better and more efficient communications with the Group and more thorough understanding of the conditions of our property projects and the Group's requirements of the services needed. Taking into account the above factors, the entering into of the New Property Management Services Master Framework Agreement and the terms and conditions thereof are in line with the business needs and commercial objectives of the Group.

LETTER FROM THE BOARD

The Directors (including the independent non-executive Directors) are of the view that the terms of the New Property Management Services Master Framework Agreement were determined through arm's length negotiations amongst the parties thereto, are fair and reasonable and are based on normal commercial terms, and that the entering into of the New Property Management Services Master Framework Agreement is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

V. Directors' Confirmation

Since Redsun Services is indirectly held as to 72.77% by Mr. Zeng (an executive Director), Mr. Zeng was considered to have a material interest in, and has abstained from voting on, the resolutions of the Board to approve the New Property Management Services Master Framework Agreement and the transactions contemplated thereunder. Save as disclosed above, none of the Directors has any material interest in, or was required to abstain from voting on, the resolutions of the Board to approve the New Property Management Services Master Framework Agreement and the transactions contemplated thereunder.

The Directors (excluding the independent non-executive Directors, who will form their view after taking into account recommendations of an independent financial adviser) are of the view that the terms of each of the New Continuing Connected Transactions were determined through arm's length negotiations amongst the parties thereto, are based on normal commercial terms, and that the entering into of the New Continuing Connected Transactions is in the ordinary and usual course of business of the Group, and together with the proposed annual caps under each of the New Continuing Connected Transactions, are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

VI. Implications Under the Listing Rules

As at the Latest Practicable Date, Redsun Services is indirectly held as to 72.77% by Mr. Zeng, a controlling Shareholder and an executive Director of the Company. Accordingly, Redsun Services is an associate of Mr. Zeng and therefore a connected person of the Company under Chapter 14A of the Listing Rules.

Accordingly, the transactions contemplated under the New Property Management Services Master Framework Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

The New Property Management Services Master Framework Agreement

Since one or more of the applicable percentage ratios in respect of the proposed annual caps in respect of the Property Management Services under the New Property Management Services Master Framework Agreement for the three years ending 31 December 2028 exceed 25% but are less than 100%, the transactions contemplated under the New Property Management Services Master Framework Agreement constitutes continuing connected transactions of the Company and are subject to the reporting, annual review, announcement, circular and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

14 -

LETTER FROM THE BOARD

In order to ensure the compliance of the requirements of Chapter 14A of the Listing Rules, during the period from 1 January 2026 to the date when the independent Shareholders' approval is obtained, the amount payable by the parties pursuant to the Non-exempt Continuing Connected Transactions is expected to fall below the de minimis threshold as stipulated under Rule 14A.76(2) of the Listing Rules, therefore such transactions will be exempted from the independent Shareholders' approval requirements under Chapter 14A of the Listing Rules for continuing connected transactions and such information will be disclosed in the poll results announcement to be published for the EGM.

VII. Independent Shareholders' Approval

In view of the above, the Company will seek the approval of the independent Shareholders in relation to the transactions contemplated under the Non-exempt Continuing Connected Transactions. An ordinary resolution will be proposed at the EGM to approve by way of poll the Non-exempt Continuing Connected Transactions and their annual caps.

As at the Latest Practicable Date, Redsun Properties Group (Holdings) Limited is a controlling Shareholder, directly holding approximately 71.88% of the entire issued share capital of the Company. Redsun Properties Group (Holdings) Limited is wholly owned by Hong Yang Group Company Limited, which in turn is wholly owned by Hong Yang International Limited, which in turn is owned as to 50% and 50% by Hong Yang Group (Holdings) Limited (a company wholly owned by Mr. Zeng) and Mr. Zeng, respectively. Accordingly, Redsun Properties Group (Holdings) Limited and its associates will be required to abstain from voting on the ordinary resolution to be proposed at the EGM in respect of the Non-exempt Continuing Connected Transactions and their annual caps.

The Company has established the Independent Board Committee to consider whether the Non-exempt Continuing Connected Transactions are entered into on normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole. The Company has appointed Merdeka Corporate Finance Limited as the Independent Financial Adviser to advise the Independent Board Committee and independent Shareholders.

3. CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining the Shareholders' entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 9 April 2026 to Tuesday, 14 April 2026, both days inclusive. In order to be eligible to attend and vote at the EGM, all transfers of Shares accompanied by the relevant share certificates and appropriate transfer forms must be lodged for registration with 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, 8 April 2026.

15 -

LETTER FROM THE BOARD

4. EGM AND PROXY ARRANGEMENT

The notice of the EGM is set out on pages 43 to 44 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules and Article 72 of the Articles of Association, 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. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the EGM is sent to the Shareholders together with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.rsunproperty.hk). Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to Tricor Investor Services Limited, the branch share registrar of the Company in Hong Kong, 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 EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM if you so desire.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, save as disclosed above, no other Shareholder is required to abstain from voting at the EGM.

5. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the resolutions set out in the notice of EGM for Shareholders' consideration and approval is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

Your attention is drawn to the letter from the Independent Board Committee set out on pages 17 to 18 of this circular and the letter from the Independent Financial Adviser containing its recommendations to the Independent Board Committee and Independent Shareholders in connection with the Non-exempt Continuing Connected Transactions and the respective annual caps and the principal factors and reasons considered by them in arriving such recommendations set out on pages 19 to 36 of this circular.

Yours faithfully,

For and on behalf of the Board

Redsun Properties Group Limited

Zeng Huansha

Chairman

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Rsun弘阳

Redsun Properties Group Limited

弘陽地產集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1996)

The Independent Board Committee:

Mr. Lee Kwok Tung Louis

Mr. Leung Yau Wan John

Mr. Au Yeung Po Fung

20 March 2026

To the Independent Shareholders,

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular of the Company to the Shareholders dated 20 March 2026 (the "Circular"), of which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter shall have the same meanings as given to them in the section headed "Definitions" of the Circular.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders as to whether the terms of the Non-exempt Continuing Connected Transactions and the respective annual caps are fair and reasonable so far as the Independent Shareholders are concerned, whether such transactions are conducted on normal commercial terms and in the ordinary and usual course of business of the Group, and whether they are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote on the resolutions to be proposed at the EGM.

Having taken into account the recommendations from Merdeka Corporate Finance Limited, the Independent Financial Adviser, and in particular the principal factors set out in the letter from the Independent Financial Adviser, we consider that the terms of the Non-exempt Continuing Connected Transactions and the respective annual caps are fair and reasonable so far as the Independent Shareholders are concerned, such transactions are conducted on normal commercial terms and in the ordinary and usual course of business of the Group, and are in the best interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Non-exempt Continuing Connected Transactions and the respective annual caps.

17 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The letter from the Independent Financial Adviser containing its recommendations to us and the Independent Shareholders, and the principal factors and reasons taken into account by the Independent Financial Adviser in arriving at such recommendations is set out on pages 19 to 36 of the Circular.

Yours faithfully,
The Independent Board Committee of
Redsun Properties Group Limited

Mr. Lee Kwok Tung Louis
Independent non-executive
Director

Mr. Leung Yau Wan John
Independent non-executive
Director

Mr. Au Yeung Po Fung
Independent non-executive
Director

18 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter from Merdeka Corporate Finance Limited setting out the advice to the Independent Board Committee and the Independent Shareholders in respect of the terms of the Non-exempt Continuing Connected Transactions, which has been prepared for the purpose of inclusion in the Circular.

MERDEKA

Room 1108-1110, 11/F.
Wing On Centre
111 Connaught Road Central
Hong Kong

20 March 2026

To: Independent Board Committee and the Independent Shareholders of
Redsun Properties Group Limited

Dear Sirs/Madams,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the non-exempt continuing connected transactions (the “Non-exempt Continuing Connected Transactions”) regarding the property management services (the “Property Management Services”) to be provided by the Redsun Services Group to the Group under the New Property Management Services Master Framework Agreement, and the proposed annual caps (the “Proposed Annual Caps”) of the Property Management Services for the three years ending 31 December 2028, details of which are set out in the letter from the Board (the “Board Letter”) contained in the circular issued by the Company to its Shareholders dated 20 March 2026 (the “Circular”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context otherwise requires.

19 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As mentioned in the Board Letter, it is expected that the Group will, from time to time, continue to enter into transactions of a nature similar to the Existing Continuing Connected Transactions after the expiry of the agreements to which the Existing Continuing Connected Transactions relate. Accordingly, the Group now seeks to enter into relevant new agreements on substantially the same terms and has entered into (i) the New Parking Space Sales and Leasing Agency Services Framework Agreement; and (ii) the New Property Management Services Master Framework Agreement on 8 December 2025 (after trading hours). However, having taken into full consideration the overall business planning and other commercial factors, including potential gains from the business contemplated under the New Parking Space Sales and Leasing Agency Services Framework Agreement, and having taken into account the complexity of the actual operations and that of obtaining the required approvals under the New Parking Space Sales and Leasing Agency Services Framework Agreement, on 4 February 2026, the Company and Redsun Services mutually agreed and entered into a Termination Agreement, pursuant to which the New Parking Space Sales and Leasing Agency Services Framework Agreement shall terminate (the "Termination"), with effect from 4 February 2026. Following the Termination, Redsun Services shall cease to act as an agent for the sale of the parking spaces of the Company. Accordingly, the New Property Management Services Master Framework Agreement is the only New Continuing Connected Transactions of the Company.

IMPLICATIONS UNDER THE LISTING RULES

In order to ensure the compliance of the requirements of Chapter 14A of the Listing Rules, during the period from 1 January 2026 to the date when the Independent Shareholders' approval is obtained, the amount payable by the parties pursuant to the Non-exempt Continuing Connected Transactions is expected to fall below the de minimis threshold as stipulated under Rule 14A.76(2) of the Listing Rules, therefore such transactions will be exempted from the independent Shareholders' approval requirements under Chapter 14A of the Listing Rules for continuing connected transactions and such information will be disclosed in the poll results announcement to be published for the EGM.

20 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising Mr. Lee Kwok Tung Louis, Mr. Leung Yau Wan John and Mr. Au Yeung Po Fung, all being independent non-executive Directors, has been established to advise the Independent Shareholders in relation to the Non-exempt Continuing Connected Transactions. We, Merdeka Corporate Finance Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

OUR INDEPENDENCE

As at the Latest Practicable Date, we are not connected with the Directors, chief executive and substantial shareholders of the Company or any of their respective subsidiaries or their respective associates and do not have any shareholding, directly or indirectly, in any member of the Group or any right to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

In the last two years from the date of our appointment, we acted as the independent financial adviser to the then independent board committee of the Company and issued opinion letters relating to (i) the renewal of the continuing connected transactions, details of which are set out in the circular of the Company dated 29 April 2024; and (ii) the very substantial disposal and connected transactions, details of which are set out in the circular of the Company dated 30 April 2025 (collectively, the "Previous Engagements"). The professional fees in connection with the Previous Engagements have been fully settled and we are not aware of the existence of or change in any circumstances that could affect our independence. Accordingly, we do not consider the Previous Engagements give rise to any conflict of interest for Merdeka Corporate Finance Limited in respect of the Non-exempt Continuing Connected Transactions. Apart from normal professional fees paid or payable to us in connection with this appointment as the Independent Financial Adviser, no arrangements exist whereby we had received or will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence. Accordingly, we consider that we are independent pursuant to the Rule 13.84 of the Listing Rules.

BASIS OF OUR ADVICE

In formulating our advice and recommendation to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinion and representations contained or referred to in the Circular and the statements, information, opinion and representations provided to us by the management of the Company (the "Management") and the representatives of the Company (the "Representatives") and the Directors. We have assumed that all information and representations contained or referred to in the Circular and all information and representations which have been provided by the Management, the Representatives and the Directors, for which they are solely and wholly responsible, were true, accurate and complete at the time when they were made and continue to be so as at the date of the EGM, and the Shareholders will be informed of any material change of information in the Circular. We have also assumed that all statements of belief, opinion, expectation and intention made by the Management, the Representatives and the Directors as set out in the Circular were reasonably made after due and careful inquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and representations contained in the Circular.

21 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the Circular 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 in the Circular or the Circular as a whole misleading.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, or its subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the Non-exempt Continuing Connected Transactions. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In assessing and arriving at our advice and recommendation with regard to the Non-exempt Continuing Connected Transactions and the Proposed Annual Caps, we have taken into account the principal factors and reasons set out below.

I. Background information of the relevant parties involved in the Non-exempt Continuing Connected Transactions

a. Information on the Company and the Group

22 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We set out below a summary of the key financial information of the Group for the years ended 31 December 2023 (the "FY2023") and 2024 (the "FY2024") and six months ended 30 June 2024 (the "HY2024") and 2025 (the "HY2025") as extracted from the annual report of the Company for FY2024 (the "2024 Annual Report") and the interim report of the Company for HY2025 (the "2025 Interim Report"), respectively.

	For the six months ended 30 June		For the year ended 31 December
	2025	2024	2024	2023
	RMB'000 (unaudited)	RMB'000 (unaudited)	RMB'000 (audited)	RMB'000 (audited)
Revenue	2,712,287	6,006,436	11,305,674	19,794,695
- Property development and management services	2,545,316	5,723,157	10,894,774	19,198,937
- Commercial property investment and operations	166,971	270,104	395,241	560,068
- Hotel operations	-	13,175	15,659	35,690
Gross (loss)/profit	(222,115)	532,026	(177,074)	(669,717)
Loss before tax for the period/year	(1,975,604)	(1,584,868)	(5,099,215)	(6,942,880)
Loss and total comprehensive loss for the period/year	(2,320,581)	(1,710,314)	(5,525,561)	(7,739,675)

FY2023 and FY2024

During FY2024, the Group's revenue amounted to approximately RMB11,305.7 million, representing a decrease of 42.9% from approximately RMB19,794.7 million for FY2023. The revenue mainly included income generated from property sales, commercial operations and hotel operations, of which income generated from: (i) property sales, which decreased by 43.3% to approximately RMB10,894.8 million for FY2024 as compared to FY2023, accounting for 96.4% of the total recognised revenue for FY2024; (ii) commercial operations, which decreased by 29.4% to approximately RMB395.2 million for FY2024 as compared to FY2023; and (iii) hotel operations, which decreased by 56.1% to approximately RMB15.7 million for FY2024 as compared to FY2023.

During FY2024, the cost of sales of the Group was approximately RMB11,482.7 million, representing a decrease of 43.9% as compared to that of approximately RMB20,464.4 million for FY2023. The decrease was primarily due to the decrease in impairment recognised for properties under development and completed properties held for sale for FY2024 as compared with FY2023. The number of projects delivered within FY2024 decreased as compared to the corresponding period in 2023. Several projects delivered during FY2024 included Fengdeng Road Jinyuefu (豐登路金樞府) project in Huai'an, Cixi Chengdong Shangdongchen Residence (慈溪城東上東辰府) project in Ningbo, Damiao Heping Gongguan (大廟和平公館) project in Xuzhou, Xiangcheng Shangchen View Mansion (相城天境上辰) project in Suzhou.

23 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

During FY2024, the Group's gross loss was approximately RMB177.1 million, representing a decrease from the gross loss of approximately RMB669.7 million for FY2023. The gross loss margin was 1.6% for FY2024, as compared to the gross loss margin of 3.4% for FY2023. The decrease in gross loss margin was mainly due to the decrease in impairment recognised for properties under development and completed properties held for sale for FY2024 as compared with FY2023.

For FY2024, the Group recorded a loss before tax was approximately RMB5,099.2 million, representing a decrease of 26.6% from approximately RMB6,942.9 million for the corresponding period last year. During FY2024, the net loss was RMB5,525.6 million, representing a decrease of 28.6% as compared with the corresponding period last year.

HY2024 and HY2025

For HY2025, the Group's revenue amounted to approximately RMB2,712.3 million, representing a decrease of 54.8% from approximately RMB6,006.4 million for HY2024. The revenue mainly included income generated from property sales and commercial operations, of which income generated from: (i) property sales decreased by 55.5% to approximately RMB2,545.3 million for HY2025 as compared to HY2024, accounting for 93.8% of the total recognized revenue; and (ii) commercial operations decreased by 38.2% to approximately RMB167.0 million for HY2025 as compared to HY2024.

For HY2025, the cost of sales of the Group was approximately RMB2,934.4 million, representing a decrease of 46.4% as compared to that of approximately RMB5,474.4 million for HY2024. The decrease was primarily due to the decrease in the number of projects delivered during the period as compared with the corresponding period last year. Several projects delivered during the period included Suzhou Lumu Heaven Billow Project (蘇州陸慕天境瀾庭項目), Weifang Kuiwen North District Project (潍坊奎文北項目), Changzhou Hong Yang 1936 Project (常州弘陽1936項目), Taoloushan Land Lot Project B (陶樓山B地塊項目) and Cixi Chengdong Shangdongchen Residence Project (慈溪城東上東辰府項目).

For HY2025, the Group's gross loss was approximately RMB222.1 million, as compared with a gross profit of approximately RMB532.0 million for HY2024, turning from gross profit to gross loss. For HY2025, the gross loss margin was 8.2%, compared with a gross profit margin of 8.9% for HY2024, turning from profit to loss. The increase in gross loss and the turning from profit to loss are mainly due to market factors causing a decline in selling prices.

24 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

For HY2025, the Group recorded loss before taxation was approximately RMB1,975.6 million, in comparison to approximately RMB1,584.9 million for HY2024. As advised by the Management, the increase in loss was mainly attributable to the combined effect of the following factors (i) the decrease in the revenue from property sales and commercial operations; (ii) the decrease in the number of projects delivered for HY2025; (iii) the decrease in the launch of new property projects of the Group for HY2025; (iv) the Group's further development in major metropolitan areas and core cities, and the strengthened control in administrative expenses and costs; (v) the increase in losses incurred by the joint ventures and associates held by the Group; and (vi) the decrease in financial costs.

| | As at 30 June 2025
RMB'000
(unaudited) | As at 31 December 2024
RMB'000
(audited) | As at 31 December 2023
RMB'000
(audited) |
| --- | --- | --- | --- |
| Total assets | 54,304,091 | 60,005,374 | 74,906,438 |
| Non-current assets | 17,764,215 | 19,394,843 | 22,669,524 |
| Current assets | 36,539,876 | 40,610,531 | 52,236,914 |
| Total liabilities | 49,510,106 | 52,831,660 | 60,082,607 |
| Non-current liabilities | 6,199,127 | 5,965,534 | 6,862,328 |
| Current liabilities | 43,310,979 | 46,866,126 | 53,220,279 |
| Net asset value | 4,793,985 | 7,173,714 | 14,823,831 |

The Group's total assets declined by 19.9% from approximately RMB74,906.4 million as at 31 December 2023 to approximately RMB60,005.4 million as at 31 December 2024, which further dropped by approximately 9.5% to approximately RMB54,304.1 million as at 30 June 2025. During the same period, the Group's total liabilities also decreased, from approximately RMB60,082.6 million as at 31 December 2023 to approximately RMB52,831.7 million as at 31 December 2024, and subsequently to approximately RMB49,510.1 million as at 30 June 2025, representing decreases of approximately 12.1% and approximately 6.3%, respectively. The Group's net assets fell from approximately RMB14,823.8 million as at 31 December 2023 to approximately RMB7,173.7 million as at 31 December 2024, and further to approximately RMB4,794.0 million as at 30 June 2025, representing an overall decrease of approximately 51.6% and approximately 33.2%, respectively.

b. Information on Redsun Services

As disclosed in the Board Letter, Redsun Services is a company incorporated in the Cayman Islands and is principally engaged in the provision of property management services and parking space sales and leasing agency services. As at the Latest Practicable Date, it is indirectly held as to 72.77% by Mr. Zeng (a controlling Shareholder and an executive Director).

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

II. Reasons for and benefits of the Non-exempt Continuing Connected Transactions

As referred to the Board Letter, in view of (i) the long-established relationship between Redsun Services Group and the Group; (ii) the Redsun Services Group’s broad business coverage and strong customer loyalty built on its quality services for a large resident base; (iii) Redsun Services Group’s prudent track record of providing reliable, efficient and satisfactory services to the Group; (iv) more efficient communications between Redsun Services Group and the Group compared to other independent services providers; and (v) Redsun Service Group’s better understanding and familiarity on the standards and conditions of the Group’s property projects as well as the Group’s requirements of the services needed, the Board considers the entering into of the Non-exempt Continuing Connected Transactions and the terms and conditions thereof are in line with the business needs and commercial objectives of the Group.

Having considered that (i) the Group is a comprehensive property developer in the PRC with the principal business of development of residential properties and the development, operation and management of commercial and comprehensive properties; (ii) Redsun Services Group provides the stability and reliability of the supply of the services to the Group due to their long established relationship; and (iii) the New Property Management Services Master Framework Agreement offers the Group an option, but not an obligation, to procure Redsun Services Group to provide the Property Management Services, we concur with the Directors’ view that the entering into of the Non-exempt Continuing Connected Transactions is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

III. The New Property Management Services Master Framework Agreement

(a) Principal terms

The following principal terms of the New Property Management Services Master Framework Agreement are extracted from the Board Letter:

Date: 8 December 2025 (after trading hours)

Parties:
(a) Redsun Services (as service provider)
(b) The Company (as service recipient)

Term: From 1 January 2026 to 31 December 2028, subject to renewal by mutual agreement of the parties thereto and compliance with the requirements of the Listing Rules and all other applicable laws and regulations.

Scope of services: The Property Management Services include:

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(a) Pre-delivery property management and related services (the "Type A Services");
(b) Display units and property sales venues management services (the "Type B Services");
(c) Pre-delivery property management services for unsold properties (the "Type C Services"); and
(d) Housing repair management services (the "Type D Services")

Pricing policy

27 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Furthermore, the Company has adopted an internal assessment and approval process to determine the management fees payable to Redsun Services. Before entering into definitive agreements, the Company requires the business department to estimate the personnel, materials and other service costs involved, while the human resources, procurement and finance departments review the underlying salary assumptions, material pricing and the accuracy of the cost calculations. Based on this assessment, the parties would negotiate an appropriate mark up rate, and the Company will only proceed where the expected profit margin for Redsun Services is considered reasonable and within the industry range. During the approval stage, the proposed pricing and settlement terms are further reviewed by the business department, the cost and procurement department and the finance department. This process ensures that the management fees agreed with Redsun Services are reasonable, commercially justifiable and no less favourable to the Company.

28 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Payment Terms:

There are different payment terms for different kinds of Property Management Services, namely,

(a) For pre-delivery property management and related services: Payments will be made in accordance with the terms of the definitive agreements to be entered into and the fees are generally settled based on service quality the following month after the relevant services are provided;

(c) For pre-delivery property management services for unsold properties: Service fees will be charged in accordance with the definitive agreements to be entered into and the fees are generally settled on a quarterly basis; and

(b) Our analysis of the pricing policy

We obtained and reviewed the Existing Property Management Services Master Framework Agreement and noted no material differences between its principal terms and those of the New Property Management Services Master Framework Agreement.

29 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In assessing the fairness and reasonableness of pricing policies under the Existing Property Management Services Master Framework Agreement, we have requested the Group for the connected contracts contemplated under the Existing Property Management Services Master Framework Agreement and randomly selected a total of 21 connected contracts, which were effective during the Review Period, covering Type A Services, Type B Services, Type C Services and Type D Services, respectively (collectively, the "Connected Property Management Services Contracts"). Given that (i) the Connected Property Management Services Contracts were selected on a random selection basis; (ii) such contracts covered all four types of services to be contemplated under the New Property Management Services Master Framework Agreement; and (iii) such contracts were effective during the three years ended 31 December 2025 (the "Review Period"), we consider the Connected Property Management Services Contracts to be sufficient and representative for us to assess the terms of the New Property Management Services Master Framework Agreement.

In addition, we requested the Group to provide sample contracts entered into between the Group and independent third-party service providers during each financial year under the Review Period in respect of services comparable to those contemplated under the Existing Property Management Services Master Framework Agreement. However, as advised by the Management, other than the Type B Services, the Group did not obtain other types of services from independent third-party service providers during the Review Period and, accordingly, no comparable independent contracts in respect of such services were available for our review.

As a result, for the purpose of our assessment, we obtained a total of three sample independent contacts comprising: (i) one independent contract entered into between the Group and independent third-party service providers in respect of the Type B Services during the Review Period; and (ii) one independent sample contract for each of Type A Services and Type D Services, which were entered into during the preceding three-year period and remained effective during the Review Period (collectively, the "Independent Property Management Services Contracts"). As confirmed by the Management, the three Independent Property Management Services Contracts represent all independent contracts comparable to services contemplated under the Existing Property Management Services Master Framework Agreement during the Review Period. Accordingly, we consider that the three Independent Property Management Services Contracts are sufficient and representative for our assessment.

Based on our review of the Connected Property Management Services Contracts and our discussions with the Management, we noted that, in respect of the Type A Services, Type B Services and Type C Services, the service fees were determined with reference to the gross floor area and the applicable service fee per square metre, and were set by reference to prevailing market rates.

With regards to the Type A Services, based on our review of the independent contract and the Connected Property Management Services Contracts in respect of the Type A Services, we noted that the service fees charged by the Redsun Services Group for the Type A Services were generally comparable to prevailing market levels.

30 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

With regards to the Type B Services, we compared the commission rates charged by the Redsun Services Group to the Group under the Connected Property Management Services Contracts with the commission rates charged to the Group by the independent services provider, and noted that the commission rates charged by the Redsun Services Group were no less favourable than those charged by independent service providers.

As for the Type C Services, as confirmed by the Management, the Group did not receive pre-delivery property management services for unsold units from independent service providers, we requested and obtained a summary list of transactions for similar services provided by Redsun Services Group to independent property owners. Based on our review of the summary list, we noted that the service fees charged by the Redsun Services Group under the Connected Property Management Services Contracts for the Type C Services were comparable to those charged to independent customers by Redsun Services Group.

As for the Type D Services, we compared the unit rate charged by the Redsun Services Group to the Group under the Connected Property Management Services Contracts with the unit rate charged by independent third party to the Group under the sample independent contract that was entered into during the preceding three-year period and remained effective during the Review Period, and noted that the service fees charged by the Redsun Services Group under the Connected Property Management Services Contracts for the Type D Services were comparable to those charged by the independent services provider.

As referred in the Board Letter and our discussion with the Management, we noted that the payment terms for the services contemplated under the Existing Property Management Services Framework Agreement were made in accordance with the nature and types of service to be provided and were set out in the respective agreements entered into between the parties. In general, the service fees were settled on the following months or on a quarterly basis (subject to service quality assessment, where applicable).

In assessing the pricing policies and the payment terms, we also obtained the announcements of the two Hong Kong-listed companies principally engaged in a similar industry as Redsun Services Group, which were referred to by the Company as references for determining the pricing policies under the New Property Management Services Master Framework Agreement. We reviewed the relevant terms and noted that the pricing terms under the New Property Management Services Master Framework Agreement are similar to those offered by the two listed companies for similar services. In addition, based on our review, we also noted that the payment terms adopted by one of the listed companies for the property management services (i.e. the fees are generally payable on an annual, semi-annual, quarterly or monthly basis) are generally in line with those to be contemplated under the New Property Management Services Master Framework Agreement. Further, based on our review of the Independent Property Management Services Contracts, we noted that the payment terms offered by the Group to an independent service provider is on monthly basis. Accordingly, we consider that the payment terms under the New Property Management Services Master Framework Agreement are consistent with the prevailing market practice.

31 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In view of the above and having also considered (i) the terms of the New Property Management Services Master Framework Agreement are substantially the same as the Existing Property Management Services Master Framework Agreement; (ii) the service fees for all types of services charged by Redsun Services Group to the Group are not less favourable than those of similar services charged by the independent third parties or the fees charged by Redsun Services Group to independent third parties; (iii) the payment terms for the Non-exempt Continuing Connected Transactions are in line with market practice; and (iv) our review on the internal control procedures which are set out in the subsection headed "VI. Internal control measures" in this letter below showing that the internal control policy are in place to monitor the transactions under the Existing Property Management Services Master Framework Agreement, we consider the terms of the New Property Management Services Master Framework Agreement (including the payment terms) are on normal commercial terms and are fair and reasonable as far as the Company and the Independent Shareholders are concerned.

IV. The Proposed Annual Caps

a. Historical transactions amount, the existing annual caps and the Proposed Annual Caps

The table below sets out the historical figures, existing annual caps and the Proposed Annual Caps:

	Year ended 31 December 2023		Year ended 31 December 2024		For the period from 1 January 2025 to 31 October 2025		Year ending 31 December 2026	Year ending 31 December 2027	Year ending 31 December 2028
	Annual cap RMB'000	Actual amount RMB'000	Annual cap RMB'000	Actual amount RMB'000	Annual cap RMB'000	Actual amount RMB'000	Proposed annual caps RMB'000	Proposed annual caps RMB'000	Proposed annual caps RMB'000
The New Property Management Services Master Framework Agreement
	232,919	159,131	214,734	79,756	183,323	56,705	102,051	96,598	95,029

As mentioned in the Board Letter, the actual amount for the year ended 31 December 2025 did not exceed the annual cap under the Existing Property Management Services Master Framework Agreement. As far as the Directors are aware, the transaction amount from 1 January 2026 to the Latest Practicable Date fell below the de minimis threshold as stipulated under Rule 14A.76(2) of the Listing Rules.

b. Proposed Annual Caps

As illustrated above, the utilization rates of the Existing Property Management Services for the historical annual caps for the financial year ended 31 December 2023 and 2024 were approximately 68.3% and 37.1%, respectively. The historical transaction amount for the 10 months ended 31 October 2025 amounted to approximately RMB56.7 million, which, on an annualised basis, would be equivalent to approximately RMB68.0 million, representing a utilisation rate of approximately 37.1% for the financial year ended 31 December 2025. As advised by the Management, the decreasing utilization rate of the existing annual caps was mainly attributable to the changes in the development plan of the Redsun Services Group, pursuant to which the Redsun Services Group has gradually scaled down its provision of property management services to the Group.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As set out in the Board Letter, the Proposed Annual Caps are determined with reference to: (i) the historical transaction amounts in respect of the Property Management Services between the Group and the Redsun Services Group; (ii) the total GFA of properties developed by the Group under the management of the Redsun Services Group and the properties under development held by the Group to be managed by the Redsun Services Group based on existing service contracts as at 31 December 2025; (iii) the land bank held by the Group as at 31 December 2025 and its projected change for the next three years based on publicly available information; (iv) the estimated service fee to be charged by the Redsun Services Group in respect of pre-delivery property management and related services, display units and property sales venues management services and pre-delivery property management services for unsold properties based on historical amount and existing contracts; and (v) the expected unoccupied rate for property units and car parking spaces under the management of the Redsun Services Group based on historical amount.

In assessing the reasonableness of the Proposed Annual Caps, we have discussed with the Management the basis and underlying assumptions for the purpose of setting the Proposed Property Management Services Annual Caps. We have also obtained and reviewed from the Management the computation worksheets for the Proposed Property Management Services Annual Caps, which are mainly based on the following:

i. As advised by the Management, the Proposed Annual Caps are mainly driven by the progress, development and delivery timetable of the Group's relevant property projects from time to time. In this connection, we have conducted research on information relating to the Group's property projects. With reference to the 2025 Interim Report, the aggregate land bank area of the Group amounted to approximately 7.5 million square metres, comprising completed properties with a total gross floor area ("GFA") of approximately 2.5 million square metres, rentable properties held for investment with a total GFA of approximately 1.0 million square metres, and properties under development with a total GFA of approximately 3.9 million square metres. We also referred to the Group's annual report for the year ended 31 December 2022, being the commencement of the term of the Existing Property Management Services Master Framework Agreement, and noted that the Group's total land bank had an aggregate GFA of approximately 12.1 million square metres, comprising completed properties with a total GFA of approximately 0.5 million square metres, rentable properties held for investment with a total GFA of approximately 0.8 million square metres, and properties under development with a total GFA of approximately 10.8 million square metres. Based on the foregoing comparison between the position as at 31 December 2022 and that as at 30 June 2025, we noted that the total GFA of the Group decreased substantially during the intervening period; and

33 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

ii. based on our discussion with the Management and our review of the computation, we understood that the Proposed Annual Caps were principally determined as follows:

a. (i) the GFA of properties held or developed by the Group that have been or will be managed by Redsun Services Group under the Existing Property Management Services Master Framework Agreement as of 31 December 2025; (ii) the expected service fees referring to the prevailing market rate for similar services; (iii) the expected time of completion and delivery of the property according to the best estimates from the Board; and (iv) the Group’s future property development plan;

b. for Type A Services and Type B Services, the estimated transaction amounts were made principally reference to (i) the historical transaction amounts for the underlying services; (ii) the future potential investment in property development according to the development plan of the Group; and (iii) the prevailing market rate for similar services;

c. for the Type C Services, the transaction amounts were estimated based on (i) the estimated vacancy rate based on the historical figures and current market condition; and (ii) applicable rates recommended by the relevant government authorities or prevailing market rate for similar services; and

d. for the Type D Services, the estimated transaction amounts were made principally reference to the historical transaction amounts for the underlying services.

Having considered that (i) the Proposed Property Management Services Annual Caps were determined primarily based on historical transaction amount between the Group and Redsun Services Group; (ii) the basis on which the Proposed Property Management Services Annual Caps were determined as described above; and (iii) the Group has the right but not the obligation to procure Redsun Services Group for the Property Management Services, we are of the view that Proposed Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned.

V. Internal control measures

The Company has implemented the following internal control measures for monitoring the pricing and other terms of the Non-exempt Continuing Connected Transactions:

(i) Before entering into the continuing connected transactions of the Group, the procurement department of the Group will review and verify whether the price is fair and reasonable. In addition, if the pricing terms in respect of the relevant agreement are applied for the first time or the pricing terms are different from those applied previously, the cost management department of the Group also reviews the above works conducted by the procurement department when settling the agreements.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) The financial management department of the Group is mainly responsible for reviewing and monitoring the continuing connected transactions to ensure that the annual caps of the relevant continuing connected transactions would not be exceeded and are implemented pursuant to the pricing policy or mechanism under the respective framework agreements. The financial management department of the Group will consult the internal control units of the Group, external lawyers and compliance adviser regarding compliance issues of the continuing connected transactions.

(iii) The financial management department of the Group will prepare an annual report to the supervisor of the financial management department of the Group. The supervisor of the financial management department will report to the audit committee of the Group and submit a confirmation letter to the audit committee, confirming the continuing connected transactions of the Group (which are subject to the annual review and disclosure requirements under the Listing Rules) are all (a) entered into in the ordinary and usual course of business of the Group; (b) entered into on normal commercial terms or better; and (c) pursuant to the relevant agreements governing such transactions, entered into on the basis that the terms are fair and reasonable and are in the interests of the Shareholders as a whole; and the internal monitoring procedures of the Group regarding continuing connected transactions are adequate and effective in ensuring such transactions are conducted in such manner stated above. The audit committee will consider on such basis.

We consider that the abovementioned measures are in the interests of the Independent Shareholders as their interests are safeguarded by (a) performing market research and verification on the service fees to be charged by connected person as compared to independent third parties; and (b) the monitoring and reviewing processes to be carried out (including those to be carried out by the financial management, senior management and/or the audit committee) to ensure the terms of the continuing connected transactions are fair and reasonable and are in the interests of the Shareholders and no less favourable to the Group than those available to the Group from independent third parties.

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the view that (i) the Non-exempt Continuing Connected Transactions are in the ordinary and usual course of business of the Group; and (ii) the terms of Non-exempt Continuing Connected Transactions contemplated under the New Property Management Services Master Framework Agreement and the Proposed Annual Caps are on normal commercial terms and are fair and reasonable so far as the Company and the Independent Shareholders are concerned, and are in the interests of Company and the Independent Shareholders as a whole. Accordingly, we would recommend (i) the Independent Board Committee to advise the Independent Shareholders; and (ii) the Independent Shareholders, to vote in favour of the relevant resolution(s) to be proposed at the EGM in this regard.

Yours Faithfully,

For and on behalf of

Merdeka Corporate Finance Limited

Wallace So

Managing Director

Mr. Wallace So is a licensed person registered with the Securities and Futures Commission of Hong Kong, a responsible officer of Merdeka Corporate Finance Limited to carry out type 6 (advising on corporate finance) regulated activity under the SFO and a licensed representative of Merdeka Investment Management Limited to carry out type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO. Mr. Wallace So has over 13 years of experience in corporate finance industry.

36 -

APPENDIX I

GENERAL INFORMATION

I. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, include particulars given in compliance with the Listing Rules of the Hong Kong Stock Exchange 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 circular 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 circular misleading.

II. DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ITS ASSOCIATED CORPORATIONS

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executives of the Company in the Shares, underlying Shares and debentures of the Company or its associated corporation (within the meaning of Part XV of the SFO) which were required to be entered in the register kept by the Company pursuant to section 352 of the SFO, or which were otherwise required, to be notified to the Company and the Stock Exchange pursuant to the Model Code, are set out below:

Long position in the Shares of the Company

Name of Director	Nature of interest	Number of Shares	Percentage of shareholding
Mr. Zeng (Note 1)	Interest in controlled corporation	2,400,000,000	71.88%

Note:

(1) Redsun Properties Group (Holdings) Limited ("Redsun Properties Group (Holdings)") is wholly owned by Hong Yang Group Company Limited ("Hong Yang Group Company"), which in turn is wholly owned by Hong Yang International Limited ("Hong Yang International"), which in turn is owned as to 50% and 50% by Hong Yang Group (Holdings) Limited ("Hong Yang Group (Holdings)") (a company wholly owned by Mr. Zeng) and Mr. Zeng, respectively. Accordingly, each of Hong Yang Group Company, Hong Yang International, Hong Yang Group (Holdings) and Mr. Zeng Huansha is deemed to be interested in the Shares held by Redsun Properties Group (Holdings) by virtue of the SFO.

37 -

APPENDIX I

GENERAL INFORMATION

Long position in the shares of Associated Corporations

Name of Director	Nature of interest	Name of associated corporation	Approximate percentage of shareholding^{(1)}
Mr. Zeng Huansha	Interest in controlled corporation	Redsun Properties Group (Holdings)	100%
	Interest in controlled corporation	Hong Yang Group Company	100%
	Interest in controlled corporation	Hong Yang International	100%
	Interest in controlled corporation	Hong Seng Limited^{(1)}	100%
	Interest in controlled corporation	Huaibei Hong Yang Furniture Management Co., Ltd.^{(1)}	100%
	Interest in controlled corporation	Jiangsu Hong Yang Commercial (Group) Co., Ltd.^{(1)}	100%
	Interest in controlled corporation	Nanjing Hong Life Real Estate Consulting Co., Ltd.^{(1)}	72.77%
	Interest in controlled corporation	Jiangsu Red Sun Industrial Raw Materials City Co., Ltd.^{(1)}	100%
	Interest in controlled corporation	Chuzhou Hong Yang Furniture Co., Ltd.^{(1)}	100%
	Interest in controlled corporation	Hong Life Property Management Co., Ltd.^{(1)}	72.77%
	Interest in controlled corporation	Nanjing Hong Life Investment Management Co., Ltd.^{(1)}	72.77%
	Interest in controlled corporation	Nanjing Hong Life Info Tech Ltd.^{(1)}	72.77%
	Interest in controlled corporation	Nanjing Hong Life Pension Service Corporation Co., Ltd.^{(1)}	72.77%
	Interest in controlled corporation	Jiaozuo Hong Yang Furniture Co., Ltd.	100%
	Interest in controlled corporation	Bengbu Hong Bao Commercial Management Co., Ltd.	100%
	Interest in controlled corporation	Wuhu Hong Yang Commercial Management Co., Ltd.	100%
	Interest in controlled corporation	Shanghai Hong Yang Info Tech Development Co., Ltd.^{(1)}	100%
	Interest in controlled corporation	Hongyang Enterprise Management (Shenzhen) Co., Ltd.^{(1)}	100%
	Interest in controlled corporation	Nanjing Hong Bang Enterprise Management and Consulting Co., Ltd.^{(1)}	100%
	Interest in controlled corporation	Nanjing Hong Cheng Property Management Co., Ltd.^{(1)}	72.77%

38 -

APPENDIX I

GENERAL INFORMATION

Nature of interest	Name of associated corporation	Approximate percentage of shareholding^{(1)}
Interest in controlled corporation	Nanjing Hong Yang E-Commerce Co., Ltd.^{(1)}	100%
Interest in controlled corporation	Hong Yang Property Service Group Co., Ltd.^{(1)}	72.77%
Interest in controlled corporation	Nanjing Hong Yang Life Commercial Management Co., Ltd.^{(1)}	100%
Interest in controlled corporation	Nanjing Hong Yang Property Management Co., Ltd.^{(1)}	72.77%

Note:
(1) These companies are subsidiaries of Hong Yang Group Company.

Save as disclosed above, as of the Latest Practicable Date, none of the Directors and chief executives of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or its associated corporations, recorded in the register required to be kept under section 352 of the SFO or required to be notified to the Company and the Stock Exchange pursuant to the Model Code.

39 -

APPENDIX I

GENERAL INFORMATION

III. SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY

So far as is known to the Company, as of the Latest Practicable Date, as recorded in the register required to be kept by the Company under section 336 of the SFO, the following persons, other than a Director or chief executive of the Company, had an interest of 5% or more in the Shares or underlying Shares:

Long position in the Shares of the Company

Name of Substantial	Shareholder Nature of interest	Number of shares interested	Approximate percentage of shareholding
Redsun Properties Group (Holdings) (Note 1)	Beneficial owner	2,400,000,000	71.88%
Hong Yang Group Company (Note 1)	Interest in controlled corporation	2,400,000,000	71.88%
Hong Yang International (Note 1)	Interest in controlled corporation	2,400,000,000	71.88%
Hong Yang Group (Holdings) (Note 1)	Interest in controlled corporation	2,400,000,000	71.88%
Ms. Chen Sihong (Note 2)	Interest of spouse	2,400,000,000	71.88%

Notes:
(1) Redsun Properties Group (Holdings) is wholly owned by Hong Yang Group Company, which in turn is wholly owned by Hong Yang International, which in turn is owned as to 50% and 50% by Hong Yang Group (Holdings) (a company wholly owned by Mr. Zeng) and Mr. Zeng, respectively. Accordingly, each of Hong Yang Group Company, Hong Yang International, Hong Yang Group (Holdings) and Mr. Zeng is deemed to be interested in the Shares held by Redsun Properties Group (Holdings) by virtue of the SFO.
(2) Ms. Chen Sihong is the spouse of Mr. Zeng and is therefore deemed to be interested in the shares in which Mr. Zeng is interested by virtue of the SFO.

Save as disclosed above, as of the Latest Practicable Date, the Company had not been notified of any persons (other than a Director or chief executive of the Company) who had an interest or short position in the Shares or underlying Shares that were recorded in the register required to be kept under section 336 of the SFO.

APPENDIX I

GENERAL INFORMATION

IV. INTEREST OF DIRECTORS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors, Supervisors or their respective associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

V. SERVICE CONTRACTS OF DIRECTORS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group in which a more than one year's notice or payment of compensation (other than statutory compensation) shall be given by the latter when termination.

VI. DIRECTORS' INTEREST IN ASSET OR CONTRACTS

As at the Latest Practicable Date, none of the Directors had: (i) any direct or indirect interests in any asset which had been, since 31 December 2024, being the date to which the latest published audited accounts of the Company were made up, acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or lease to any member of the Group; and (ii) any subsisting material interest in any contract or arrangement as at the Latest Practicable Date which is significant in relation to the business of the Group.

VII. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors confirmed that there is no material adverse change in the financial or trading positions of the Group since 31 December 2024, the date to which the latest published audited consolidated financial statements of the Group were made up.

VIII. EXPERT'S QUALIFICATIONS AND CONSENTS

The following is the qualification of the expert who has given opinions or advice which are contained in this circular:

Name	Qualification
Merdeka Corporate Finance Limited	a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the SFO

Merdeka Corporate Finance Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and the references to its name in the form and context in which they respectively appear.

APPENDIX I

GENERAL INFORMATION

As at the Latest Practicable Date, Merdeka Corporate Finance Limited did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group, and had no direct or indirect interests in any assets which had been acquired or disposed of by or leased to any member of the Group since 31 December 2024 (the date to which the latest published audited consolidated financial statements of the Company were made up) or proposed to be acquired, disposed of or leased to.

IX. DOCUMENTS ON DISPLAY

Copies of the following documents will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.rsunproperty.hk) for not less than 14 days from the date of this circular up to and including the date of the EGM:

Existing Parking Space Sales and Leasing Agency Services Framework Agreement;
Existing Supplemental Parking Space Sales and Leasing Agency Services Framework Agreement
Existing Property Management Services Master Framework Agreement;
New Property Management Services Master Framework Agreement;
the Letter from the Board, the text of which is set out on pages 5 to 16 of this circular;
the Letter from the Independent Board Committee, the text of which is set out on pages 17 to 18 of this circular;
the Letter from the Independent Financial Adviser, the text of which is set out on pages 19 to 36 of this circular;
the consent letter from the Independent Financial Adviser; and
this circular.

X. GENERAL

Save as otherwise stated in this circular, the English text of this circular shall prevail over the Chinese text in the event of inconsistency.

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Rsun 弘阳

Redsun Properties Group Limited

弘陽地產集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1996)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Redsun Properties Group Limited (the “Company”) will be held at Room 2612, 26/F, China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong on Tuesday, 14 April 2026 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTION

The New Property Management Services Master Framework Agreement and the transactions contemplated thereunder and the respective annual caps be and are hereby approved, confirmed and ratified and any one director or the company secretary of the Company be and is hereby authorised for and on behalf of the Company to do all such acts and things and execute all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the New Property Management Services Master Framework Agreement and the transactions and matters contemplated thereunder.

By Order of the Board

Redsun Properties Group Limited

Zeng Huansha

Chairman

Hong Kong, 20 March 2026

Notes:

Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. 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 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 of that power of attorney or authority, must be deposited at the branch share registrar of the Company 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 the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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.
43 -

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Where there are joint holders of any share, any one of such joint holders may vote at the EGM, either personally 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 EGM personally or by proxy, then the one of such joint holders so present whose name stands first on the register of members of the Company shall, in respect of such share, be entitled alone to vote in respect thereof.
The resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.rsunproperty.hk) in accordance with the Listing Rules.
Closure of Register of Members

For the purpose of ascertaining the shareholders' entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 9 April 2026 to Tuesday, 14 April 2026, both days inclusive. In order to be eligible to attend and vote at the EGM, all transfers of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged for registration with 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, 8 April 2026.

As of the date of this notice, Mr. Zeng Huansha, Mr. Chen Bin and Ms. Hu Fang are the executive Directors; and Mr. Lee Kwok Tung Louis, Mr. Leung Yau Wan John and Mr. Au Yeung Po Fung are the independent non-executive Directors.

44 -

AI assistant

Redsun Properties Group Limited — Proxy Solicitation & Information Statement 2026

50328_rns_2026-03-20_b54bb626-8546-44a1-b8bd-1041204d199b.pdf

DEFINITIONS

DEFINITIONS

Rsun弘阳

Redsun Properties Group Limited

弘陽地產集團有限公司

CONTINUING CONNECTED TRANSACTIONS

AND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

2. BACKGROUND

I. New Property Management Services Master Framework Agreement

Historical transaction amounts

Proposed annual caps and basis of determination for annual caps

II. Internal Control

III. Information on the Relevant Parties

IV. Reasons for and Benefits of the Transactions

New Property Management Services Master Framework Agreement

VII. Independent Shareholders' Approval

3. CLOSURE OF REGISTER OF MEMBERS

4. EGM AND PROXY ARRANGEMENT

5. RECOMMENDATION

Rsun弘阳

Redsun Properties Group Limited

弘陽地產集團有限公司

CONTINUING CONNECTED TRANSACTIONS

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

IMPLICATIONS UNDER THE LISTING RULES

THE INDEPENDENT BOARD COMMITTEE

OUR INDEPENDENCE

BASIS OF OUR ADVICE

PRINCIPAL FACTORS AND REASONS CONSIDERED

FY2023 and FY2024

HY2024 and HY2025

b. Information on Redsun Services

II. Reasons for and benefits of the Non-exempt Continuing Connected Transactions

III. The New Property Management Services Master Framework Agreement

(a) Principal terms

IV. The Proposed Annual Caps

a. Historical transactions amount, the existing annual caps and the Proposed Annual Caps

b. Proposed Annual Caps

RECOMMENDATION

I. RESPONSIBILITY STATEMENT

II. DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ITS ASSOCIATED CORPORATIONS

III. SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY

IV. INTEREST OF DIRECTORS IN COMPETING BUSINESS

V. SERVICE CONTRACTS OF DIRECTORS

VI. DIRECTORS' INTEREST IN ASSET OR CONTRACTS

VII. MATERIAL ADVERSE CHANGE

VIII. EXPERT'S QUALIFICATIONS AND CONSENTS

IX. DOCUMENTS ON DISPLAY

X. GENERAL

Rsun 弘阳

Redsun Properties Group Limited

弘陽地產集團有限公司

ORDINARY RESOLUTION

More from Redsun Properties Group Limited

Redsun Properties Group Limited Proxy Solicitation & Information Statement 2026