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

Apr 10, 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)

(1) 2024 REPORT OF THE BOARD OF DIRECTORS
(2) 2024 REPORT OF THE SUPERVISORY COMMITTEE
(3) 2024 ANNUAL REPORT
(4) PROPOSED PROFIT DISTRIBUTION PLAN FOR THE YEAR 2024
(5) RE-APPOINTMENT OF AUDITORS
(6) 2025 DIRECTORS REMUNERATION PLAN
(7) 2025 SUPERVISORS REMUNERATION PLAN
(8) APPLICATION TO FINANCIAL INSTITUTIONS FOR CREDITS AND BORROWINGS AND PROVIDING GUARANTEES
(9) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting to be held at Meeting Room, 25 Floor, Building B, No. 3300 Zhongshan North Road, Putuo District, Shanghai, the PRC on Tuesday, 6 May 2025 at 2:00 p.m. is set out on pages 14 to 15 of this circular. A form of proxy for use at the Annual General Meeting 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 Annual General Meeting, 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 Annual General Meeting (i.e. not later than 2:00 p.m. on Monday, 5 May 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 Annual General Meeting if you so wish.

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

10 April 2025

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I - PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION ... 13
NOTICE OF ANNUAL GENERAL MEETING ... 14

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DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company to be held at Meeting Room, 25 Floor, Building B, No. 3300 Zhongshan North Road, Putuo District, Shanghai, the PRC on Tuesday, 6 May 2025 at 2:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 14 to 15 of this circular, or any adjournment thereof

“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

“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” 3 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

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DEFINITIONS

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

"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

"Supervisor(s)" the supervisor(s) of the Company

"Supervisory Committee" the supervisory committee of the Company

"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

Dear Sir/Madam,

(1) 2024 REPORT OF THE BOARD OF DIRECTORS
(2) 2024 REPORT OF THE SUPERVISORY COMMITTEE
(3) 2024 ANNUAL REPORT
(4) PROPOSED PROFIT DISTRIBUTION PLAN FOR THE YEAR 2024
(5) RE-APPOINTMENT OF AUDITORS
(6) 2025 DIRECTORS REMUNERATION PLAN
(7) 2025 SUPERVISORS REMUNERATION PLAN
(8) APPLICATION TO FINANCIAL INSTITUTIONS FOR CREDITS

AND BORROWINGS AND PROVIDING GUARANTEES

(9) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to provide you with the notice of the Annual General Meeting and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the Annual General Meeting.

At the Annual General Meeting, ordinary resolutions will be proposed to consider and (if thought fit) approve:

(1) the work report of the Board of Directors for the year 2024 (the “2024 Report of the Board of Directors”);
(2) the work report of the Supervisory Committee for the year 2024 (the “2024 Report of the Supervisory Committee”);
(3) the annual report of the Company for the year 2024 (the “2024 Annual Report”);
(4) the proposed profit distribution plan for the year 2024 (the “2024 Profit Distribution Plan”);
(5) the re-appointment of auditors of the Company for the year 2025;
(6) the Directors’ remuneration plan for the year 2025 (the “2025 Directors Remuneration Plan”);
(7) the Supervisors’ remuneration plan for the year 2025 (the “2025 Supervisors Remuneration Plan”); and
(8) application to financial institutions for credits and borrowings and providing guarantees.

At the Annual General Meeting, a special resolution will be also proposed to consider and (if thought fit) approve:

(9) the proposed amendment to the Articles of Association.

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LETTER FROM THE BOARD

II. DETAILS OF THE RESOLUTIONS

ORDINARY RESOLUTIONS

(1) 2024 Report of the Board of Directors

An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the 2024 Report of the Board of Directors, the full text of which is set out in the 2024 Annual Report.

(2) 2024 Report of the Supervisory Committee

An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the 2024 Report of the Supervisory Committee, the full text of which is set out in the 2024 Annual Report.

(3) 2024 Annual Report

An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the 2024 Annual Report. The 2024 Annual Report is set out and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chicmaxgroup.com).

(4) 2024 Profit Distribution Plan

An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the 2024 Profit Distribution Plan.

The Board has resolved to recommend the payment of final dividends of RMB0.75 per share for the year ended 31 December 2024. The payment of final dividends, if approved by the Shareholders at the Annual General Meeting, will be made on or around Friday, 30 May 2025 to the Shareholders whose names appear on the register of members of the Company at close of business on Wednesday, 14 May 2025.

For determining the entitlement to the final dividend, the register of members of the Company will be closed from Monday, 12 May 2025 to Wednesday, 14 May 2025, both days inclusive, during which period no transfer of shares will be effected. In order to be entitled to the final dividend, all transfer forms accompanied by 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 H Shareholders) before 4:30 p.m. on Friday, 9 May 2025.

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LETTER FROM THE BOARD

Tax and tax relief

Holders of Unlisted Shares

According to the applicable provisions of the Enterprise Income Tax Law of the People's Republic of China (《中華人民共和國企業所得稅法》), the Individual Income Tax Law of the People's Republic of China (《中華人民共和國個人所得稅法》) and the detailed implementation rules, for individual holders of Unlisted Shares, the Company withholds and pays individual income tax at a rate of 20% in accordance with the national tax law; for enterprise holders of Unlisted Shares, the Company does not withhold and pay corporate income tax. Enterprise holders of Unlisted shares shall perform their tax declaration and payment obligations in accordance with the provisions of the national tax law.

H Shareholders

Enterprise H Shareholders

According to the Enterprise Income Tax Law of the People's Republic of China (《中華人民共和國企業所得稅法》) and its implementation regulations and other relevant rules and regulations, the Company is required to withhold and pay enterprise income tax at the rate of 10% when distributing the 2024 final dividend to non-resident enterprise H Shareholders. Any H Shares registered in the name of non-individual registered Shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations, will be treated as being held by non-resident enterprise Shareholders and therefore their due dividends will be subject to the withholding of the enterprise income tax. Upon receipt of such dividends, a non-resident enterprise Shareholder may apply to the competent tax authorities for relevant treatment under the tax treaties/arrangements in person or through a proxy or a withholding agent and provide evidence in support of its status as a beneficial owner as defined in the tax treaties/arrangements. Upon verification by the competent tax authorities, the difference between the tax levied and the amount of tax payable as calculated at the tax rate under the tax treaties/arrangements will be refunded.

Individual H Shareholders

Pursuant to the Individual Income Tax Law of the People's Republic of China and its implementation regulations, and the regulations of the Notice on the Issues on Levy of Individual Income Tax after the Abolishment of Guoshuifa (1993) No. 045 Document (Guoshuihan [2011] No. 348) (《關於國稅發(1993)045號文件廢止後有關個人所得稅徵管問題的通知》(國稅函[2011]348號) and the Administrative Measures for Non-Resident Taxpayers to Enjoy Treaty Benefits (Announcement No. 35 [2019] of the State Administration of Taxation) (《非居民納稅人享受協定待遇管理辦法》(國家稅務總局公告2019年第35號)) (the "Tax Convention Announcement"), the Company is required to withhold and pay individual income tax when distributing the 2024 final dividend to individual H Shareholders. However, the individual H Shareholders may be entitled to relevant tax preferential treatments pursuant to the tax treaties between the PRC and the countries (regions) in which the individual H

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LETTER FROM THE BOARD

Shareholders are domiciled and the tax arrangements between Mainland China and Hong Kong or Macau. The specific tax rate shall be subject to the final determination of the relevant tax authorities. Individual H Shareholders may need to provide evidence as required by the relevant tax authorities in order to enjoy the tax preferential treatments. In this regard, the Company will implement the following arrangements in relation to the withholding and payment of individual income tax for the individual H Shareholders:

• For individual H Shareholders who are Hong Kong or Macau residents or whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of the individual H Shareholders in the distribution of final dividend.

• For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of less than 10%, the Company will temporarily withhold and pay individual income tax at the rate of 10% on behalf of the individual H Shareholders in the distribution of final dividend. If relevant individual H Shareholders would like to apply for a refund of the excess amount of tax withheld and paid, the Company will handle, on their behalf, the applications for tax preferential treatments under relevant tax treaties according to the Tax Convention Announcement. Qualified Shareholders shall submit in time a letter of entrustment and all application materials as required under the Tax Convention Announcement to the Company's H Share Registrar, Tricor Investor Services Limited. The Company will then submit the above documents to competent tax authorities and, after their examination and approval, the Company will assist in refunding the excess amount of tax withheld and paid.

• For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of more than 10% but less than 20%, the Company will withhold and pay individual income tax at the effective tax rate stipulated in the relevant tax treaty in the distribution of final dividend.

• For individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 20%, or a country (region) which has not entered into any tax treaties with the PRC, or under any other circumstances, the Company will withhold and pay individual income tax at the rate of 20% on behalf of the individual H Shareholders in the distribution of final dividend.

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LETTER FROM THE BOARD

(5) Re-appointment of Auditors for the Year 2025

An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the proposed re-appointment of Ernst & Young to be the overseas auditor of the Company for the year 2025 and the re-appointment of Ernst & Young Hua Ming LLP (Special General Partnership) to be the domestic auditor of the Company for the year 2025 with a term commencing from the date of approval at the Annual General Meeting until the conclusion of the 2025 annual general meeting of the Company, and authorise the Board to determine their remunerations based on the audit workload and market price.

(6) 2025 Directors Remuneration Plan

An ordinary resolution will be proposed at the Annual General Meeting to approve the 2025 Directors Remuneration Plan. The remuneration of the executive Directors shall be determined in accordance with the positions they hold in the Company and the remuneration management policy of the Company, and shall not receive additional remuneration as a Director. The non-executive Directors shall not receive remuneration from the Company. The independent non-executive Directors shall receive an allowance of RMB200,000 (pre-tax) per year from the Company.

The above 2025 Directors Remuneration Plan has been considered by the remuneration and appraisal committee of the Board (the "Remuneration and Appraisal Committee") and approved by the Board on 20 March 2025.

(7) 2025 Supervisors Remuneration Plan

An ordinary resolution will be proposed at the Annual General Meeting to approve the 2025 Supervisors Remuneration Plan. The remuneration of the Supervisors shall be determined in accordance with the positions they hold in the Company and the remuneration management policy of the Company, and shall not receive additional remuneration as a Supervisor.

The above 2025 Supervisors Remuneration Plan has been considered by the Remuneration and Appraisal Committee and approved by the Supervisory Committee on 20 March 2025.

(8) Application to Financial Institutions for Credits and Borrowings and Providing Guarantees

An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the Group's application to the banks and other financial institutions (collectively, the "banks" in this paragraph) for credits and financing and provision of financing guarantees as follows:

1. The entities applying for credits and financing, providing guarantees and being guaranteed include the Company and subsidiaries within the scope of the Company's consolidated statements.

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LETTER FROM THE BOARD

1. The Group will apply for general credit limit from banks in accordance with the needs of its operations or project investment and construction. The general credit limit includes, among others, exposure limit and required mitigation limit.

The exposure limit can be used for bank financing, including but not limited to short-term and medium-to-long-term loans, trade financing, bill discounting, commercial bill acceptance, confirmation/guarantee of commercial bill acceptance, international/domestic letters of guarantee, overdrafts of corporate accounts, etc.

The required mitigation limit (with an exposure of 0) can be used for banks' low-risk business, including but not limited to non-financing letters of guarantee, bank acceptance bills with full margin, discounting of bank acceptance bills that take up the bank's credit, and negotiation of letters of credit, etc.

The credit limit is not equal to the actual amount of financing. The actual amount of financing will be determined by the actual funding requirements for the production and operation and the investment and construction of the projects of each company within the Group, and shall be subject to the actual financing amount issued by the banks.

1. The aggregate financing balance of the Group using bank exposure credit limit does not exceed RMB900 million. There is no limit on the use of the required mitigation limit for the Group's business.

2. The Group's financing is used for the Group's business needs such as production and operation and project investment and construction. However, the above credit and financing limit does not cover merger and acquisition loans applied by the Group for the acquisition of specific companies or fixed assets.

3. Companies within the Group may provide guarantees for the aforesaid bank credit and financing to each other. The form of guarantees includes but is not limited to credit guarantee (including general guarantees, joint and several liability guarantees, etc.), mortgage guarantees, pledge guarantees or a combination of various guarantee methods. Mutual guarantees provided by companies within the Group include new guarantees and extensions or renewals of existing guarantees. Matters relating to guarantees, such as the term of the guarantees, the amount of guarantees and the specific details of the guarantees, are subject to the relevant agreements actually signed.

In addition, it is proposed to the Annual General Meeting to authorize and agree that:

1. Under the above conditions, the Board determines and applies for credit, financing and guarantees for each company within the Group according to the needs of the Company, including but not limited to making resolutions or decisions (if necessary), signing agreements and other documents and applying for the pledge/charges of assets, etc.

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LETTER FROM THE BOARD

1. The Company's subsidiaries shall be authorized to apply for bank credit, financing and guarantees if, in accordance with laws and regulations, departmental rules or bank risk control requirements, etc., it is necessary for the shareholders, shareholders' meeting, board of directors, directors or legal representatives of each corresponding company to make resolutions or decisions, sign agreements and necessary documents, etc.

2. The authority is granted for a period commencing from the date of approval at the Annual General Meeting to the date of the 2025 annual general meeting of the Company.

3. The Board, subject to obtaining the above authorization, will delegate the above authorization to the chairman of the Board in accordance with the scope of the authorization granted by the Annual General Meeting, unless otherwise stipulated by the relevant laws and regulations.

SPECIAL RESOLUTION

(9) Proposed Amendment to the Articles of Association

The Board hereby proposes to make the amendment to the Articles of Association for the purpose of reflecting the corporate culture and development direction of the Company (the "Proposed Amendment"). The details of the Proposed Amendment are set out in the Appendix I of this circular.

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 Proposed Amendment is subject to the consideration and approval of the Shareholders by way of a special resolution at the Annual General Meeting.

The above resolution was considered and approved by the Board on 20 March 2025 and is being proposed as a special resolution for consideration and approval at the Annual General Meeting.

III. THE ANNUAL GENERAL MEETING

The Annual General Meeting will be held at Meeting Room, 25 Floor, Building B, No. 3300 Zhongshan North Road, Putuo District, Shanghai, the PRC on Tuesday, 6 May 2025 at 2:00 p.m.. Notice convening the Annual General Meeting is set out on pages 14 to 15 of this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.chicmaxgroup.com).

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LETTER FROM THE BOARD

To determine the eligibility of the Shareholders to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 29 April 2025 to Tuesday, 6 May 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 Annual General Meeting, 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 Monday, 28 April 2025.

IV. PROXY ARRANGEMENT

The form of proxy of the Annual General Meeting is enclosed and published on the websites of the Stock Exchange and the Company.

If you intend to appoint a proxy to attend the Annual General Meeting, 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 Annual General Meeting (i.e. not later than 2:00 p.m. on Monday, 5 May 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 Annual General Meeting or at any other adjourned meeting should you so wish.

V. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and article 84 of the Articles of Association, any vote of Shareholders at the Annual General Meeting must be taken by poll except where the chairman of the Annual General Meeting, 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 Annual General Meeting will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the Annual General Meeting.

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 Annual General Meeting.

VI. 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

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LETTER FROM THE BOARD

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.

VII. RECOMMENDATION

The Board considers that all the resolutions proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of these proposed resolutions.

To the Shareholders

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

10 April 2025

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APPENDIX I

PROPOSED AMENDMENT TO

THE ARTICLES OF ASSOCIATION

Articles of Association before amendment	Amended Articles of Association
Chapter 2 Business Purpose and Scope	Chapter 2 Business Purpose and Scope
Article 12 The business objective of the Company is to become a world-class influential cosmetics company that makes popular products enjoyed by consumers around the world (做一家世界級有影響力的化妝品公司, 做讓全球消費者喜愛的產品).	Article 12 The business objective of the Company is to become a world-class influential cosmetics company that makes popular products enjoyed by consumers around the world (做一家世界級有影響力的化妝品公司, 做讓全球消費者喜愛的產品) make popular products enjoyed by consumers (做消費者喜愛的產品).

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NOTICE OF ANNUAL GENERAL MEETING

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") 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 Tuesday, 6 May 2025 at 2:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the work report of the Board of Directors for the year 2024.
2. To consider and approve the work report of the Supervisory Committee for the year 2024.
3. To consider and approve the annual report of the Company for the year 2024.
4. To consider and approve the proposed profit distribution plan for the year 2024.
5. To consider and approve the re-appointment of Ernst & Young as the overseas auditor of the Company for the year 2025 and Ernst & Young Hua Ming LLP (Special General Partnership) as the domestic auditor of the Company for the year 2025 and authorise the Board to determine their remuneration.
6. To consider and approve the Directors' remuneration plan for the year 2025.
7. To consider and approve the Supervisors' remuneration plan for the year 2025.
8. To consider and approve the application to financial institutions for credits and borrowings and providing guarantees.

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, Mr. Lyu Yixiong (呂義雄先生) and/or Mr. Feng Yifeng (馮一峰先生), 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

10 April 2025

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the Annual General Meeting 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 Annual General Meeting.

2. Any shareholder entitled to attend and vote at the Annual General Meeting 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 completed 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 Annual General Meeting (i.e. before 2:00 p.m. on Monday, 5 May 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 Annual General Meeting 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 Annual General Meeting, the register of members of the Company will be closed from Tuesday, 29 April 2025 to Tuesday, 6 May 2025 both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, 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 Monday, 28 April 2025 for registration.

5. For determining the entitlement to the final dividend, the register of members of the Company will be closed from Monday, 12 May 2025 to Wednesday, 14 May 2025, both days inclusive. Shareholders whose name appear on the register of members of the Company on Wednesday, 14 May 2025 will be entitled to the final dividend. In order to be entitled to the final dividend, all transfer accompanied by relevant share certificates and transfer forms 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 before 4:30 p.m. on Friday, 9 May 2025.

6. 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.

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

8. A shareholder or his/her proxy should produce proof of identity when attending the Annual General Meeting.

9. 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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