Sun Hing Printing Holdings Limited — Proxy Solicitation & Information Statement 2025

Oct 24, 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 licensed securities dealer, stockbroker or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sun Hing Printing Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or the licensed securities dealer or registered institution in securities 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.

SUN HING

PRINTING

SUN HING PRINTING HOLDINGS LIMITED

新興印刷控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1975)

PROPOSED GRANTING OF

GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES;

PROPOSED RE-ELECTION OF DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Sun Hing Printing Holdings Limited to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 27 November 2025 at 10:00 a.m. is set out on pages 14 to 18 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.sunhingprinting.com).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and return to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, 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 Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting if they so wish.

24 October 2025

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CONTENTS

Pages

Definitions 1

Letter from the Board

1. Introduction 3
2. Proposed Granting of General Mandate to Repurchase Shares 4
3. Proposed Granting of General Mandate to Issue New Shares 4
4. Proposed Re-election of Retiring Directors 4
5. Annual General Meeting and Proxy Arrangement 5
6. Recommendation 6
7. Additional Information 6

Appendix I — Explanatory Statement on the Repurchase Mandate 7

Appendix II — Particulars of the Directors Proposed for Re-election 10

Notice of AGM 14

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DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 27 November 2025 at 10:00 a.m., notice of which is set out on pages 14 to 18 of this circular (or any adjournment thereof)

"Articles of Association"
the amended and restated articles of association of the Company adopted on 25 November 2022

"Board"
the board of Directors

"CG Code"
Corporate Governance Code as set out in Appendix C1 of the Listing Rules

"Company"
Sun Hing Printing Holdings 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 of Hong Kong Limited

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

"Dr. Chu"
Dr. Chu Po Kuen Louis (朱譜權), being our independent non-executive Director

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

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Issuance Mandate"
a general mandate proposed to be granted to the Directors to allot, issue and deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 10 of the notice of AGM as set out on pages 15 to 16 of this circular

"Latest Practicable Date"
17 October 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 of Hong Kong Limited

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DEFINITIONS

"Mr. Chan Chi Ming"
Mr. Chan Chi Ming (陳志明), being our executive Director and a controlling shareholder

"Mr. Desmond Chan"
Mr. Chan Chun Sang Desmond (陳春生), being our executive Director and a controlling shareholder

"Mr. Kenneth Chan"
Mr. Chan Kenneth Chi Kin (陳志堅), being our chief executive officer, executive Director and a controlling shareholder

"Mr. Peter Chan"
Mr. Chan Peter Tit Sang (陳鐵生), being our Chairman, executive Director and a controlling shareholder

"Ms. Cheung"
Ms. Cheung Mei Yee Lorna (張美意), being our non-executive Director

"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase the Shares of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 11 of the notice of AGM as set out on pages 16 to 17 of this circular

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)"
ordinary share(s) of HK$0.01 each in the capital of the Company or it there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

"Shareholder(s)"
holder(s) of Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"%"
per cent

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LETTER FROM THE BOARD

SUN HING PRINTING

SUN HING PRINTING HOLDINGS LIMITED

新興印刷控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1975)

Executive Directors:
Mr. Chan Peter Tit Sang (Chairman)
Mr. Chan Kenneth Chi Kin (Chief Executive Officer)
Mr. Chan Chi Ming
Mr. Chan Chun Sang Desmond

Non-executive Director:
Ms. Cheung Mei Yee Lorna

Independent non-executive Directors:
Dr. Chu Po Kuen Louis
Mr. Wong Kam Fai
Mr. Wu Chun Sing

Registered Office:
Windward 3, Regatta Office Park
P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands

Principal Place of Business
in Hong Kong:
4/F, Sze Hing Industrial Building
35-37 Lee Chung Street
Chai Wan
Hong Kong

24 October 2025

To the Shareholders:
Dear Sir/Madam,

PROPOSED GRANTING OF

GENERAL MANDATES TO REPURCHASE SHARES AND
TO ISSUE NEW SHARES;
PROPOSED RE-ELECTION OF DIRECTORS;
AND
NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the AGM to be held on Thursday, 27 November 2025.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

The Directors have been granted a general and unconditional mandate to exercise all powers of the Company to repurchase Shares pursuant to the ordinary resolutions of the Shareholders passed on 22 November 2024. As at the Latest Practicable Date, such repurchase mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general and unconditional mandate to exercise all powers of the Company to repurchase the Shares for a total number not exceeding 10% of the number of the issued Shares as at the date of the passing of the proposed ordinary resolution contained in item 11 of the notice of AGM as set out on pages 16 to 17 of this circular (i.e., a total of 48,000,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the AGM).

The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE NEW SHARES

The Directors have been granted a general and unconditional mandate to allot, issue and deal with the Shares pursuant to the ordinary resolutions of the Shareholders passed on 22 November 2024. As at the Latest Practicable Date, such general mandate has not been utilised and will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM that the Directors be granted a general and unconditional mandate to allot, issue and deal with the Shares for an aggregate number not exceeding 20% of the number of the issued Shares as at the date of the passing of the proposed ordinary resolution contained in item 10 of the notice of AGM as set out on pages 15 to 16 of this circular (i.e., a total of 96,000,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the AGM). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the AGM.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 112 of the Articles of Association, the Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following AGM of the Company and shall then be eligible for re-election at that meeting.

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LETTER FROM THE BOARD

Pursuant to Article 108 of the Articles of Association, unless and until the Company in a general meeting shall otherwise determine, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years or within such other period as the Stock Exchange may from time to time prescribe or within such other period as the laws of such jurisdiction applicable to the Company. The Directors to retire in every year shall be those who have been longest in office since their last election or appointment but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election.

Pursuant to Article 108 of the Articles of Association of the Company, Mr. Chan Kenneth Chi Kin, Mr. Chan Chun Sang Desmond, Ms. Cheung Mei Yee Lorna and Dr. Chu Po Kuen Louis will retire at the AGM. All of the above retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any Director(s) proposed to be re-elected or proposed new Director in the notice or accompanying circular to its Shareholders of the relevant general meeting, if such re-election or appointment is subject to Shareholders' approval at that relevant general meeting. The particulars of the above four Directors are set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

A notice convening the AGM is set out on pages 14 to 18 of this circular.

According to rule 13.39(4) of the Listing Rules, all votes of the Shareholders to be taken at the AGM must be taken by poll. An announcement of the results of the poll will be published after the AGM in accordance with the requirements of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.sunhingprinting.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, 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 AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if they so wish.

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LETTER FROM THE BOARD

6. RECOMMENDATION

The Directors believe that the proposed granting of the Issuance Mandate and Repurchase Mandate and re-election of Directors all in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolutions to be proposed at the AGM.

7. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular and the notice of AGM.

Yours faithfully,

For and on behalf of the Board

Sun Hing Printing Holdings Limited

Mr. Chan Peter Tit Sang

Chairman and Executive Director

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to Shareholders to enable them to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares of the Company in issue was 480,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 11 of the notice of AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the AGM, i.e., being 480,000,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 48,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the AGM.

1. REASONS FOR REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders.

Trading conditions on the Stock Exchange have become volatile in recent years and, whilst it is not possible to anticipate in advance those circumstances in which the Directors might think it is appropriate to repurchase the Shares. Shares would only be repurchased in circumstances where the Directors consider that such repurchase would be in the best interests of the Company and its Shareholders and lead to an enhancement of net asset value per Share and/or earnings per Share of the Company.

1. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

There might be an adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the Company's latest published financial statement for the year ended 30 June 2025) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. SHARE PRICES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date, were as follows:

Month	Trading price per Share
	Highest HK$	Lowest HK$
2024
November	0.395	0.355
December	0.355	0.330
2025
January	0.380	0.335
February	0.395	0.350
March	0.385	0.340
April	0.365	0.325
May	0.370	0.355
June	0.385	0.355
July	0.390	0.360
August	0.400	0.375
September	0.390	0.360
October (up to and including the Latest Practicable Date)	0.395	0.370

5. SHARE REPURCHASE MADE BY THE COMPANY

During the previous six months preceding the Latest Practicable Date, the Company had not repurchased any Shares (whether on the Stock Exchange or otherwise).

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

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APPENDIX I

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best of the knowledge of the Directors, as at the Latest Practicable Date, Goody Luck Limited (“Goody Luck”) held 54.8% and Goody Capital Limited (“Goody Capital”) held 20.2%. Goody Luck is legally and beneficially owned as to 75.6% by Mr. Peter Chan and 24.4% by Mr. Kenneth Chan, and Goody Capital is legally and beneficially owned as to 33.3% by Mr. Desmond Chan, 33.3% by Mr. Chan Chi Ming and 33.3% by Mr. Kenneth Chan. Mr. Peter Chan, Mr. Kenneth Chan, Mr. Chan Chi Ming and Mr. Desmond Chan are persons acting in concert pursuant to the Acting in Concert Confirmation and Undertaking and accordingly each of them is deemed to be interested in the Shares held by the others. By the Acting In Concert Confirmation And Undertaking, with respect to the businesses of each member of the Group, (i) each of Mr. Peter Chan and Mr. Desmond Chan confirms that since 31 December 1990; (ii) each of Mr. Peter Chan, Mr. Desmond Chan and Mr. Chan Chi Ming confirms that since the 5 February 1991; and (iii) each of Mr. Peter Chan, Mr. Desmond Chan, Mr. Chan Chi Ming and Mr. Kenneth Chan confirms that since the 8 March 2010, (i) they have agreed to consult each other and reach an unanimous consensus among themselves on such matters being the subject matters of any Shareholders’ resolution, prior to putting forward such resolution to be passed at any Shareholders’ meeting of each member of the Group, and have historically voted on each resolutions in the same way; (ii) they have centralised the ultimate control and right to make final decisions with respect to their interests in the businesses and projects of members of the Group; and (iii) they have operated members of the Group as a single business venture on a collective basis and have made collective decisions in respect of the financial and operating policies of the members of the Group, and will continue to do so. As such, each of the controlling Shareholders is deemed interested in 75.0% of the issued share capital of the Company.

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

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APPENDIX II
PARTICULARS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the AGM according to the Articles of Association, are provided below.

Executive Directors

Mr. Chan Kenneth Chi Kin (陳志堅), aged 52, has served as executive Director and chief executive officer of the Group since 18 January 2017, having been appointed as a Director on 17 January 2017. He is the son of Mr. Peter Chan and the nephew of Mr. Desmond Chan and Mr. Chan Chi Ming.

Mr. Kenneth Chan is responsible for the Group's overall strategic direction and operational performance, with direct oversight of business strategy formulation, sales and marketing, and information technology. He has over 22 years of experience in the printing industry and more than 29 years of experience in sales and marketing.

Under Mr. Kenneth Chan's leadership, the Group is advancing its transformation into a leading Print Base Technology company through the integration of advanced technologies to enhance efficiency, strengthen product innovation, and support scalable growth.

Mr. Kenneth Chan also leads the Group's Environmental, Social and Governance (ESG) agenda. Since joining the Group in May 2003, he has embedded global sustainability standards into corporate strategy and operations, promoting responsible growth, ethical conduct, and eco efficient practices across the value chain.

Pursuant to the existing service agreement entered into between Mr. Kenneth Chan and the Company on 17 January 2017, he is subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association. For the year ended 30 June 2025, he received a Director remuneration amounted to HK$7.1 million.

As far as the Directors are aware, Mr. Kenneth Chan is the son of Mr. Peter Chan, nephew of Mr. Desmond Chan and Mr. Chan Chi Ming. Saved as the above, he does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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APPENDIX II

PARTICULARS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Kenneth Chan held beneficially 360,000,000 Shares, representing approximately 75% of the issued share capital of the Company.

Save as disclosed above, Mr. Kenneth Chan was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

As far as the Directors are aware, there is no information of Mr. Kenneth Chan to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Kenneth Chan that need to be brought to the attention of the Shareholder.

Mr. Chan Chun Sang Desmond (陳春生), aged 77, was appointed as a Director on 17 January 2017 and was designated as an executive Director on 18 January 2017. Mr. Desmond Chan is the younger brother of Mr. Peter Chan, brother-in-law of Mr. Chan Chi Ming and uncle of Mr. Kenneth Chan. Mr. Desmond Chan is responsible for overseeing the daily operations of our Group in Hong Kong. Mr. Desmond Chan joined our Group in the late 1970s and has over 42 years of experience in the printing industry. Mr. Desmond Chan has completed form five education.

Pursuant to the existing service agreement entered into between Mr. Desmond Chan and the Company on 17 January 2017, he is subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association. For the year ended 30 June 2025, he received a Director remuneration amounted to HK$1.2 million.

As far as the Directors are aware, Mr. Desmond Chan is the younger brother of Mr. Peter Chan, brother-in-law of Mr. Chan Chi Ming and uncle of Mr. Kenneth Chan. Saved as the above, he does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Desmond Chan held beneficially 360,000,000 Shares, representing approximately 75% of the issued share capital of the Company.

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APPENDIX II

PARTICULARS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. Desmond Chan was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

As far as the Directors are aware, there is no information of Mr. Desmond Chan to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Desmond Chan that need to be brought to the attention of the Shareholder.

Non-executive Director

Ms. Cheung Mei Yee Lorna (張美章), aged 71, has over 37 years of experience in financial control and administrative management. She was appointed as a non-executive Director since 21 November 2023. She has been a part-time consultant of the Group since June 2020 and resigned from the position from October 2023. From March 2013 to March 2019, Ms. Cheung was the financial controller of the Company, during which she was responsible for the Group's finance and accounting matters. Prior to joining the Group, she was an accounting manager at Compress Digital Technology Limited from September 2008 to February 2013, a group controller at Orient Power Holdings Limited, a company formerly listed on the Stock Exchange (former stock code: 615), from June 1986 to August 2005, a chief accountant at Koyoda Limited from June 1985 to September 1985, and a chief accountant at Soundic Electronics Ltd from January 1976 to May 1985.

Ms. Cheung has completed form five education in Hong Kong and has obtained a certificate in accounting (higher stage) at Hong Kong School of Commerce in October 1973.

Pursuant to the existing service agreement entered into between Ms. Cheung and the Company on 21 November 2023, she is subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association. For the year ended 30 June 2025, she received a Director remuneration amounted to HK$191,000.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Ms. Cheung (i) has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; and (iii) is not interested in any Shares within the meaning of Part XV of the SFO.

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APPENDIX II

PARTICULARS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Independent non-executive Director

Dr. Chu Po Kuen Louis (朱譜權), aged 77, was appointed as an independent non-executive Director on 9 October 2017. Dr. Chu is currently a registered medical practitioner in Hong Kong with over 36 years of experience in medicine. In January 1973, he joined the Medical & Health Department of the Hong Kong Government as a medical and health officer. In September 1984, he was transferred to the Accident & Emergency Department of the Prince of Wales Hospital and was promoted to senior medical & health officer in May 1986. Dr. Chu was also a medical superintendent of Tung Wah Hospital between June 1981 and February 1982 and a medical superintendent of the Prince of Wales Hospital between August 1989 and February 1990. He was also actively involved in the setting up of the Accident & Emergency Department of the Prince of Wales Hospital in 1984 and the Accident & Emergency Information System at Queen Elizabeth Hospital in 1994. Dr. Chu joined the Hospital Authority in December 1991 until his retirement in July 2003 and was an adviser of service transformation of the Accident & Emergency Department of Queen Elizabeth Hospital through his membership in the Departmental Consultative Committee. Dr. Chu obtained degrees of Bachelor of Medicine and Bachelor of Surgery from the University of Hong Kong in November 1972.

Pursuant to the existing service agreement entered into between Dr. Chu and the Company on 9 October 2017, he is subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association. For the year ended 30 June 2025, he received a Director remuneration amounted to HK$191,000.

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Dr. Chu (i) has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas; (ii) is not related to any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; and (iii) is not interested in any Shares within the meaning of Part XV of the SFO.

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NOTICE OF AGM

SUN HING PRINTING

SUN HING PRINTING HOLDINGS LIMITED

新興印刷控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1975)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Sun Hing Printing Holdings Limited (the "Company") will be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 27 November 2025 at 10:00 a.m. for the following purposes:

AS ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements, the report of the Directors and the independent auditor's report of the Company for the year ended 30 June 2025.
2. To declare a final dividend for the year ended 30 June 2025.
3. To declare a special dividend for the year ended 30 June 2025.
4. To re-elect Mr. Chan Kenneth Chi Kin as an executive director of the Company.
5. To re-elect Mr. Chan Chun Sang Desmond as an executive director of the Company.
6. To re-elect Ms. Cheung Mei Yee Lorna as a non-executive director of the Company.
7. To re-elect Dr. Chu Po Kuen Louis as an independent non-executive director of the Company.
8. To authorise the board of directors of the Company to fix the respective Directors' remuneration.

9. To re-appoint Ernst & Young as the auditor of the Company and to authorise the board of directors to fix auditor's remuneration.

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NOTICE OF AGM

1. To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

"THAT:

(a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;

(b) the mandate in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as defined below) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as defined below);

(ii) the exercise of options under a share option scheme of the Company; and

(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and

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NOTICE OF AGM

(d) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the Company's shareholders in general meeting; and

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held.

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements and further subject to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).

1. "THAT:

(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;

(b) the aggregate number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same; and

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NOTICE OF AGM

(c) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the Company's shareholders in general meeting; and

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws."

1. "THAT conditional upon the passing of the resolutions set out in items 10 and 11 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 10 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors of the Company pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 11 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution."

For and on behalf of the Board
Sun Hing Printing Holdings Limited
Mr. Chan Peter Tit Sang
Chairman and Executive Director

Hong Kong, 24 October 2025

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NOTICE OF AGM

Notes:

1. All resolutions at the AGM will 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 pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share held by him.

3. 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 notarially certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar 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 AGM or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the AGM, the Register of Members of the Company will be closed from Monday, 24 November 2025 to Thursday, 27 November 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company should ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Service Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 21 November 2025. The record date for the attending and voting at the meeting is Thursday, 27 November 2025.

5. For determining the entitlement to the proposed special dividend and the proposed final dividend for the year ended 30 June 2025 (subject to approval by the shareholders of the Company at the AGM), the Register of Members of the Company will be closed from Wednesday, 3 December 2025 to Thursday, 4 December 2025, both dates inclusive, during which period no transfer of shares will be registered. The record date for the purpose of determining the eligibility of the proposed special dividend and the proposed final dividend is Thursday, 4 December 2025. In order to qualify for the proposed special dividend and the proposed final dividend, unregistered holders of shares of the Company should ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Service Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 2 December 2025.

6. A circular containing further details concerning items 4, 5, 6, 7, 10, 11 and 12 set out in the above notice will be sent to all shareholders of the Company and published on the Hong Kong Exchanges and Clearing Limited website together with the 2024/2025 Annual Report.

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

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