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Shanghai Chicmax Cosmetic Co., Ltd. Proxy Solicitation & Information Statement 2026

Apr 16, 2026

50398_rns_2026-04-16_5c5e3e3a-efe3-417a-b89c-7b527ad38994.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

CCM上美股份

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, 22nd Floor, Building 5, Jumeng Tiandi Plaza, No. 710 Yishan Road, Xuhui District, Shanghai, the PRC on Friday, 8 May 2026 at 3:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. To consider and approve the work report of the Board of Directors for the year 2025.
  2. To consider and approve the annual report of the Company for the year 2025.
  3. To consider and approve the proposed profit distribution plan for the year 2025.
  4. To consider and approve the re-appointment of Ernst & Young as the overseas auditor of the Company for the year 2026 and Ernst & Young Hua Ming LLP (Special General Partnership) as the domestic auditor of the Company for the year 2026 and authorise the Board to determine their remuneration.
  5. To consider and approve the Directors' remuneration plan for the year 2026.
  6. 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 grant of general mandates to the Board to repurchase H Shares.

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

16 April 2026


  • 2 -

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 22nd Floor, Building 5, Jumeng Tiandi Plaza, No. 710 Yishan Road, Xuhui District, Shanghai, PRC (for holders of Unlisted Shares) at least 24 hours before the Annual General Meeting (i.e. before 3:00 p.m. on Thursday, 7 May 2026) 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, 5 May 2026 to Friday, 8 May 2026 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, 4 May 2026 for registration.

  5. For determining the entitlement to the final dividend, the register of members of the Company will be closed from Thursday, 14 May 2026 to Monday, 18 May 2026, both days inclusive. Shareholders whose name appear on the register of members of the Company on Monday, 18 May 2026 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 Wednesday, 13 May 2026.

  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. Zhou Wei, Ms. Luo Yan (羅燕), Mr. Feng Yifeng and Ms. Song Yang as executive Directors; Mr. Sun Hao as employee representative Director; and Mr. Leung Ho Sun Wilson, Ms. Luo Yan (羅妍) and Mr. Li Yang as independent non-executive Directors.