Shui On Land Limited — Proxy Solicitation & Information Statement 2025

Dec 1, 2025

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.

自然美

NATURAL BEAUTY

Natural Beauty Bio-Technology Limited

自然美生物科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00157)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Unless otherwise specified, terms defined in this notice shall have the same meanings in the circular of the Company dated 1 December 2025 (the "Circular"). Details regarding the resolutions in this notice are set out in the Circular.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Natural Beauty Bio-Technology Limited (the "Company") will be held at Conference Room, 8/F, 368 Section 1 Fuxing South Road, Da'an District, Taipei, Taiwan on Friday, 19 December 2025 at 4:30 p.m., or at any adjournment thereof, for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. "To approve and adopt the 2025 share option scheme of the Company ("2025 Share Option Scheme") as described in the Circular, a copy of which is included in the Appendix I to the Circular, and to authorise the Directors to grant options thereunder and (subject to the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in the shares of the Company to be allotted) to allot and issue shares of the Company (including any sale or transfer of treasury shares of the Company out of treasury) pursuant to the 2025 Share Option Scheme and take all such steps as may be necessary or desirable to implement the 2025 Share Option Scheme."

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1. "To approve and adopt the amended and restated share award scheme of the Company ("Amended Share Scheme II") as described in the Circular, a copy of which is included in the Appendix II to the Circular, and to authorise the Directors to grant awards thereunder and (subject to the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in the shares of the Company to be allotted) to allot and issue shares of the Company (including any sale or transfer of treasury shares of the Company out of treasury) pursuant to the Amended Share Scheme II and take all such steps as may be necessary or desirable to implement the Amended Share Scheme II."

2. "THAT conditional upon resolution no. 1 and resolution no. 2 above being passed, the Scheme Mandate Limit as defined in the Circular (being 10% of the total number of Shares in issue as at the date of adoption of the New Share Schemes) be and is hereby approved and adopted and that any Director be and is hereby authorised to take all such steps and attend all such matters, approve and execute (whether under hand or under seal) such documents and do such other things, for and on behalf of the Company, as he/she may consider necessary, desirable or expedient to effect and implement the Scheme Mandate Limit."

3. "THAT conditional upon resolution no. 1 and resolution no. 2 above being passed, the Service Provider Sublimit (as defined in the New Share Schemes) on the total number of Shares that may be issued in respect of all share options or share awards to be granted to Service Provider Participants (as defined in the New Share Schemes) under the New Share Schemes or all other share option schemes or share award schemes of the Company (i.e. 7% of the shares of the Company in issue as at the date of passing of this resolution) be and is hereby approved and adopted and the Directors be and are hereby authorised to take all such steps and attend all such matters, approve and execute (whether under hand or under seal) such documents and do such other things, for and on behalf of the Company, as the Directors may consider necessary, desirable or expedient to effect and implement the Service Provider Sublimit."

By Order of the Board
Natural Beauty Bio-Technology Limited
Lei Chien
Chairperson

Hong Kong, 1 December 2025

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Registered office:
P.O. Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands

Principal Place of Business
in Hong Kong:
Room 1916, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or (in respect of a member who is the holder of two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. A proxy form of the EGM is enclosed. If the appointer is a corporation, the proxy form must be made under its seal or under the hand of an officer or attorney duly authorised on its behalf.

3. Where there are joint registered holders of any shares, any one of such persons may vote at the EGM (or any adjournment thereof), either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders by present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

4. In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours (i.e., 4:30 p.m. on Wednesday, 17 December 2025) before the time appointed for holding the EGM or any adjournment thereof. Delivery of an instrument appointing a proxy shall not preclude a shareholder from subsequently attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. For the purpose of ascertaining shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 16 December 2025 to Friday, 19 December 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 EGM, Shareholders must lodge all transfer documents accompanied by the relevant share certificates for Registration with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, 15 December 2025.

6. All voting by the members at the EGM (or at any adjournment) shall be conducted by way of poll.

7. As at the date of this notice, the executive Directors are Dr. Lei Chien, Mr. Lin Chia-Wei, Ms. Lin Yen-Ling, the non-executive Directors are Ms. Lin Shu-Hua and Mr. Chen Shou-Huang and the independent non-executive Directors are Mr. Chen Ruey-Long, Mr. Lin Tsalm-Hsiang and Mr. Yang Shih-Chien.

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