Shanghai Chicmax Cosmetic Co., Ltd. — Proxy Solicitation & Information Statement 2025

Jun 9, 2025

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shanghai Chicmax Cosmetic Co., Ltd., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker 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.

CHICMAX

Shanghai Chicmax Cosmetic Co., Ltd.

上海上美化妆品股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2145)

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION; AND

NOTICE OF FIRST 2025 EGM

The notice convening the First 2025 EGM to be held at Meeting Room, 25 Floor, Building B, No. 3300 Zhongshan North Road, Putuo District, Shanghai, the PRC on Wednesday, 25 June 2025 at 2:00 p.m. is set out on pages 7 to 8 of this circular. A form of proxy for use at the First 2025 EGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chicmaxgroup.com).

Whether or not you are able to attend the First 2025 EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shareholders) or to the business address of the Company in the PRC, at 25 Floor, Building B, No. 3300 Zhongshan North Road, Putuo District, Shanghai, PRC (for holders of Unlisted Shares) as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the First 2025 EGM (i.e. not later than 2.00 p.m. on Tuesday, 24 June 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the First 2025 EGM if you so wish.

References to time and dates in this circular are to Hong Kong time and dates.

9 June 2025

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CONTENTS

Pages

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF FIRST 2025 EGM ... 7

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DEFINITIONS

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

"Articles of Association"
the articles of association of the Company, as amended from time to time

"Board" or "Board of Directors"
the board of directors of the Company

"China" or "PRC"
the People's Republic of China for the purpose of this circular and for geographical reference only, except where the context requires, references in this circular to "China" and the "PRC" do not apply to Hong Kong SAR, Macau Special Administrative Region and Taiwan Region

"Company"
Shanghai Chicmax Cosmetic Co., Ltd. (上海上美化妆品股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Stock Exchange (Stock code: 2145)

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

"First 2025 EGM"
the first 2025 extraordinary general meeting of the Company to be held on 25 June 2025

"Group"
the Company and its subsidiaries from time to time

"H Share(s)"
overseas listed foreign invested ordinary share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of the Stock Exchange

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

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date"
6 June 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended or supplemented from time to time

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DEFINITIONS

"RMB"
Renminbi, the lawful currency of the PRC

"Share(s)"
ordinary shares in the capital of the Company with a nominal value of RMB1.00 each, comprising Unlisted Share(s) and H Share(s)

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Unlisted Share(s)"
ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi and are unlisted shares which are currently not listed or traded on any stock exchange

"%"
per cent

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LETTER FROM THE BOARD

CHICMAX

Shanghai Chicmax Cosmetic Co., Ltd.

上海上美化妆品股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2145)

Executive Directors:

Mr. Lyu Yixiong (呂義雄先生)

(Chairman of the Board and

Chief Executive Officer)

Ms. Luo Yan (羅燕女士)

Mr. Feng Yifeng (馮一峰先生)

Ms. Song Yang (宋洋女士)

Non-executive Directors:

Ms. Li Hanqiong (李寒窮女士)

Mr. Sun Hao (孫昊先生)

Independent Non-executive Directors:

Mr. Leung Ho Sun Wilson (梁浩新先生)

Ms. Luo Yan (羅妍女士)

Mr. Li Yang (李洋先生)

Registered Office:

Room 701

No. 515 Yinxiang Road

Nanxiang Town

Jiading District, Shanghai

PRC

Head Office and Principal Place of

Business in the PRC:

25 Floor, Building B

No. 3300 Zhongshan North Road

Putuo District, Shanghai

PRC

Principal Place of Business in

Hong Kong:

Room 1918, 19/F

Lee Garden One

33 Hysan Avenue

Causeway Bay

Hong Kong

To the Shareholders

Dear Sir/Madam,

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF FIRST 2025 EGM

I. INTRODUCTION

The purpose of this circular, of which this letter forms a part, is to provide you with the information regarding the special resolution to be considered at the First 2025 EGM and to set out the notice of the First 2025 EGM, and to provide you with all reasonable and necessary information to enable you to make an informed decision on whether to vote on the special resolution to be proposed at the First 2025 EGM.

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LETTER FROM THE BOARD

At the First 2025 EGM, a special resolution on the proposed amendment to the Articles of Association will be considered and, if thought fit, approved.

Given the proposed change of registered address of the Company, the Board proposed to make the following corresponding amendments to the Articles of Association:

Articles of Association before amendment	Amended Articles of Association
Chapter I General Provisions	Chapter I General Provisions
Article 5 Domicile:
Room 701, No. 515 Yinxiang Road,
Nanxiang Town, Jiading District, Shanghai
Postcode: 201802	Article 5 Domicile:
Room 701, No. 515 Yinxiang Road,
Nanxiang Town, Jiading District, Shanghai
Room 308-3, 3rd Floor, No. 8.10 Quanzhou Road, Xuhui District, Shanghai
Postcode: 201802 200233

The proposed amendment to the Articles of Association are subject to the consideration and approval by the Shareholders at the First 2025 EGM by way of special resolution.

Save for proposed amendment, the other articles in the existing Articles of Association shall remain unchanged. The English version of the Articles of Association is an unofficial translation of the Chinese version and is for reference only. In the event of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.

The above resolution was considered and approved by the Board on 9 June 2025 and is being proposed as a special resolution for consideration and approval at the First 2025 EGM.

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LETTER FROM THE BOARD

II. FIRST 2025 EGM

The First 2025 EGM will be held at Meeting Room, 25 Floor, Building B, No. 3300 Zhongshan North Road, Putuo District, Shanghai, the PRC on Wednesday, 25 June 2025 at 2:00 p.m.. Notice convening the First 2025 EGM is set out on pages 7 to 8 of this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chicmaxgroup.com).

To determine the eligibility of the Shareholders to attend and vote at the First 2025 EGM, the register of members of the Company will be closed from Monday, 23 June 2025 to Wednesday, 25 June 2025, both days inclusive, during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the First 2025 EGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's H Share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration before 4:30 p.m. on Friday, 20 June 2025.

III. PROXY ARRANGEMENT

The form of proxy of the First 2025 EGM is enclosed and published on the websites of the Stock Exchange and the Company.

If you intend to appoint a proxy to attend the First 2025 EGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For H Shareholders, the form of proxy should be returned to the Company's H Share registrar in Hong Kong, and for holders of Unlisted Shares, the form of proxy should be returned to the business address of the Company, not less than 24 hours before the time fixed for holding the First 2025 EGM (i.e. not later than 2:00 p.m. on Tuesday, 24 June 2025) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the First 2025 EGM or at any other adjourned meeting should you so wish.

IV. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the First 2025 EGM must be taken by poll except where the chairman of the First 2025 EGM, 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. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly, the chairman of the First 2025 EGM will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolution at the First 2025 EGM.

To the best of the Directors' knowledge, information and belief, as at the Latest Practicable Date, none of the Shareholders are required to abstain from voting at the First 2025 EGM.

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LETTER FROM THE BOARD

V. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this 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.

VI. RECOMMENDATION

The Board considers that the resolution proposed at the First 2025 EGM is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the proposed resolution.

Yours faithfully,

By order of the Board

Shanghai Chicmax Cosmetic Co., Ltd.

上海上美化妆品股份有限公司

Mr. Lyu Yixiong

Chairman of the Board, Executive Director and

Chief Executive Officer

9 June 2025

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NOTICE OF FIRST 2025 EGM

CHICMAX

Shanghai Chicmax Cosmetic Co., Ltd.

上海上美化妆品股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2145)

NOTICE OF THE FIRST 2025 EGM

NOTICE IS HEREBY GIVEN that the first 2025 extraordinary general meeting (the "First 2025 EGM") of Shanghai Chicmax Cosmetic Co., Ltd. (the "Company") will be held at Meeting Room, 25 Floor, Building B, No. 3300 Zhongshan North Road, Putuo District, Shanghai, the PRC on Wednesday, 25 June 2025 at 2:00 p.m. to consider and approve the following resolution. Unless otherwise indicated, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 9 June 2025 (the "Circular"):

SPECIAL RESOLUTION

1. To consider and approve the proposed amendment to the Articles of Association, and to authorise the Board and the persons authorized by the Board to sign and deal with full authority all and every documents and procedures required for the commercial registration/filings in relation to the amendment to the Articles of Association (including but not limited to making adjustments and amendments to the words, chapters, clauses, effective conditions of the Articles of Association).

By order of the Board

Shanghai Chicmax Cosmetic Co., Ltd.

上海上美化妆品股份有限公司

Mr. Lyu Yixiong

Chairman of the Board, Executive Director and

Chief Executive Officer

Shanghai, the PRC

9 June 2025

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NOTICE OF FIRST 2025 EGM

Notes:

1. The resolution at the First 2025 EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at www.chicmaxgroup.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the First 2025 EGM.

2. Any shareholder entitled to attend and vote at the First 2025 EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.

3. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be complete and returned to the Company's H share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H shares), or to the business address of the Company in the PRC, at 25 Floor, Building B, No. 3300 Zhongshan North Road, Putuo District, Shanghai, PRC (for holders of Unlisted Shares) at least 24 hours before the First 2025 EGM (i.e. before 2:00 p.m. on Tuesday, 24 June 2025) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the First 2025 EGM or any adjourned meeting thereof should he/she so wish.

4. For the purpose of determining the list of shareholders who are entitled to attend the First 2025 EGM, the register of members of the Company will be closed from Monday, 23 June 2025 to Wednesday, 25 June 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the First 2025 EGM, unregistered holders of the shares shall ensure all properly completed transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 20 June 2025 for registration.

5. In case of joint shareholders, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

6. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.

7. A shareholder or his/her proxy should produce proof of identity when attending the First 2025 EGM.

8. References to date and time in this notice are to Hong Kong dates and time.

As at the date of this notice, the Board comprises Mr. Lyu Yixiong, Ms. Luo Yan (羅燕), Mr. Feng Yifeng and Ms. Song Yang as executive Directors; Ms. Li Hanqiong and Mr. Sun Hao as non-executive Directors; Mr. Leung Ho Sun Wilson, Ms. Luo Yan (羅妍) and Mr. Li Yang as independent non-executive Directors.

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