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 Sunlight (1977) Holdings Limited (the “Company”), you should at once hand this circular together with the accompanying 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.

SUNLIGHT (1977) HOLDINGS LIMITED

日光 (1977)控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8451)

(1) PROPOSAL FOR GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES,

(2) PROPOSAL FOR RE-ELECTION OF DIRECTORS,

(3) PROPOSED ADOPTION OF

THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION,

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

This circular together with a form of proxy will remain on the “Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for at least 7 days from the date of its publication. This circular is also published on the website of the Company at www.sunlightpaper.com.sg.

A notice convening the 2025 AGM to be held at 11 Tuas South St 5, Singapore 637590 on 6 February 2024 (Friday), at 11:30 a.m. is set out on pages AGM-1 to AGM-5 of this circular. If you are not able to attend the 2025 AGM but wish to exercise your right as a Shareholder, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the 2025 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2025 AGM or any adjournment thereof if you so wish, in such event, the form of proxy shall be deemed to be revoked.

31 December 2025

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

CONTENTS

Page

DEFINITIONS ... 1

LETTER FROM THE BOARD
Introduction ... 5
Issue Mandate ... 6
Repurchase Mandate ... 6
Extension of the Issue Mandate ... 6
Re-election of Directors ... 6
Proposed Adoption of the New Memorandum and Articles of Association ... 7
2025 AGM and Proxy Arrangement ... 9
Recommendation ... 9
Responsibility Statement ... 10

APPENDIX I — EXPLANATORY STATEMENT ... 11

APPENDIX II — DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE 2025 AGM ... 15

APPENDIX III — PROPOSED AMENDMENTS TO THE EXISTING
ARTICLES OF ASSOCIATION ... 17

NOTICE OF ANNUAL GENERAL MEETING ... AGM-1

ii -

DEFINITIONS

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

“2024 AGM” the annual general meeting of the Company held on 14 February 2025

“2025 AGM” the annual general meeting of the Company to be held at 11 Tuas South St 5, Singapore 637590 on 6 February 2026 (Friday) at 11:30 a.m.

“2025 AGM Notice” the notice convening the 2025 AGM set out on pages AGM-1 to AGM-5 of this circular

“Annual Report” the annual report of the Company for the Year

“Audit Committee” the audit committee of the Board

“Board” the board of Directors

“close associate(s)” has the meaning ascribed thereto under the GEM Listing Rules

“Companies Act” The Companies Act, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, modified and supplemented from time to time

“Company” Sunlight (1977) Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM

“Controlling Shareholder(s)” has the meaning ascribed to it under the GEM Listing Rules and unless the context requires otherwise, refers to Mr. LS Chua, Mr. LC Chua and YJH Group Limited. Mr. LS Chua, Mr. LC Chua and YJH Group Limited are a group of controlling shareholders

“core connected person(s)” has the meaning ascribed thereto under the GEM Listing Rules

“Director(s)” director(s) of the Company

“Existing Articles of Association” the existing amended and restated articles of association of the Company adopted by a special resolution passed on 21 March 2018 and amended on 8 February 2023

“Existing Memorandum and Articles of Association” the existing amended and restated memorandum and articles of association of the Company adopted by a special resolution passed on 21 March 2018 and amended on 8 February 2023

DEFINITIONS

“GEM”
GEM operated by the Stock Exchange

“GEM Listing Rules”
the Rules Governing the Listing of Securities on GEM, as amended, supplemented or otherwise modified from time to time

“Group”
the Company and its subsidiaries

“HK$” or “HKD”
Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

“INED(s)”
the independent non-executive Director(s)

“Issue Mandate”
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue or deal with additional Shares as set out in resolution 8 of the 2025 AGM Notice

“Latest Practicable Date”
22 December 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

“Listing Date”
16 April 2018, the date on which to the Shares were listed on GEM

“Mandatory General Offer”
a mandatory offer in accordance with Rule 26 of the Takeovers Code

“Mr. LC Chua”
Mr. Chua Liang Chui (蔡良书先生), an executive Director, one of our Controlling Shareholders, the younger brother of Mr. LS Chua and uncle of Mr. WH Chua and Mr. WJ Chua

“Mr. LS Chua”
Mr. Chua Liang Sie (蔡良聲先生), an executive Director, chairman of our Board and chief executive officer of our Company and one of our Controlling Shareholders, the elder brother of Mr. LC Chua, and the father of Mr. WH Chua and Mr. WJ Chua

“Mr. WH Chua”
Mr. Chua Wenhao (alias Cai Wenhao) (蔡文浩先生), an executive Director, the son of Mr. LS Chua, the nephew of Mr. LC Chua and the elder brother of Mr. WJ Chua

“Mr. WJ Chua”
Mr. Chua Wenjie (alias Cai Wenjie) (蔡文杰先生), an executive Director, the son of Mr. LS Chua, the nephew of Mr. LC Chua and the younger brother of Mr. WH Chua

DEFINITIONS

"New Memorandum and Articles of Association"
the amended and restated memorandum and articles of association of the Company proposed to be adopted at the 2025 AGM subject to the approval of the Shareholders by way of a special resolution

"Nomination Committee"
the nomination committee of the Board

"PRC"
The People's Republic of China, for the purpose of this circular, excludes Hong Kong, the Macao Special Administrative Region and Taiwan

"Proposed Amendments"
the proposed amendments to the Existing Articles of Association of the Company as set out in Appendix III to this circular

"Remuneration Committee"
the remuneration committee of the Board

"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares as set out in resolution 9 of the 2025 AGM Notice

"SFO"
the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

"S$" or "SGD"
Singapore dollars, the lawful currency of Singapore

"Share(s)"
ordinary share(s) of HK$0.01 each in the share capital of the Company

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"substantial shareholder(s)"
has the meaning ascribed thereto under the GEM Listing Rules

"Sunlight Paper"
Sunlight Paper Products Pte. Ltd., a company incorporated in Singapore with limited liability on 8 July 1977 and an indirect wholly-owned subsidiary of the Company

"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs, as amended, supplemented or otherwise modified from time to time and administered by the Securities and Futures Commission in Hong Kong

DEFINITIONS

“treasury shares” has the same meaning ascribed to it under the GEM Listing Rules

“Year” the year ended 30 September 2025

“%” per cent.

LETTER FROM THE BOARD

SUNLIGHT (1977) HOLDINGS LIMITED

日光 (1977)控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8451)

Executive Directors:

Mr. Chua Liang Sie (Chairman and Chief Executive Officer)

Mr. Chua Liang Chui

Mr. Chua Wenhao (alias Cai Wenhao)

Mr. Chua Wenjie (alias Cai Wenjie)

INEDs:

Mr. Tog Chek Soon

Mr. Ng Boon Cheow Freddie

Ms. Lye Kheng Joke Sylvia

Registered office:

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Principal place of

business in Hong Kong:

31/F., 148 Electric Road

North Point, Hong Kong

31 December 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSAL FOR GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES,

(2) PROPOSAL FOR RE-ELECTION OF DIRECTORS,

(3) PROPOSED ADOPTION OF

THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION,

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with (a) the 2025 AGM Notice and (b) information regarding (i) the grant of the Issue Mandate and Repurchase Mandate; (ii) the extension of the Issue Mandate to include the Shares repurchased under the Repurchase Mandate; (iii) the re-election of Directors; and (iv) the proposed adoption of the New Memorandum and Articles of Association.

LETTER FROM THE BOARD

ISSUE MANDATE

The Issue Mandate granted to the Directors at the 2024 AGM will lapse at the conclusion of the 2025 AGM. Accordingly, an ordinary resolution will be proposed at the 2025 AGM to grant to the Directors the Issue Mandate. The Shares which may be issued and allotted pursuant to the Issue Mandate is limited to a maximum of 20% of the issued Shares as at the date of passing of the resolution approving the Issue Mandate. On the basis that 800,000,000 Shares are in issue as at the Latest Practicable Date and no further Shares are issued or repurchased prior to the 2025 AGM, exercise in full of the Issue Mandate (without being extended by the number of Shares (if any) repurchased by the Company under the Repurchase Mandate) could result in up to 160,000,000 Shares being issued and allotted by the Company.

REPURCHASE MANDATE

The Repurchase Mandate granted to the Directors at the 2024 AGM will lapse at the conclusion of the 2025 AGM. Accordingly, an ordinary resolution will be proposed at the 2025 AGM to grant to the Directors the Repurchase Mandate, details of which are set out in ordinary resolution numbered 9 of the 2025 AGM Notice. The Shares which may be repurchased pursuant to the Repurchase Mandate is limited to a maximum of 10% of the issued Shares as at the date of passing of the resolution approving the Repurchase Mandate. On the basis that 800,000,000 Shares are in issue as at the Latest Practicable Date and no further Shares are issued or repurchased prior to the 2025 AGM, the Company would be allowed to repurchase a maximum of 80,000,000 Shares.

An explanatory statement as required under the GEM Listing Rules, in particular Rule 13.08, giving certain information regarding the Repurchase Mandate, is set out in the Appendix I hereto.

EXTENSION OF THE ISSUE MANDATE

Subject to the passing of the ordinary resolutions to grant the Issue Mandate and the Repurchase Mandate, an ordinary resolution will be proposed at the 2025 AGM to extend the Issue Mandate by the addition to the aggregate number of the Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of the Shares repurchased by the Company pursuant to the Repurchase Mandate provided that such extended amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing the resolution in relation thereto.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised Mr. LS Chua, Mr. LC Chua, Mr. WH Chua and Mr. WJ Chua as executive Directors; and Mr. Tog Chek Soon ("Mr. Tog"), Mr. Ng Boon Cheow Freddie and Ms. Lye Kheng Joke Sylvia ("Ms. Lye") as INEDs.

LETTER FROM THE BOARD

Pursuant to Article 108(a) of the Articles, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting of the Company at least once every three years. A retiring Director shall be eligible for re-election. Accordingly, Mr. WH Chua, Mr. WJ Chua, Mr. Tog and Ms. Lye will retire from office by rotation and being eligible, have offered themselves for re-election at the 2025 AGM.

The Nomination Committee had assessed and reviewed each of the INEDs' written confirmation of independence based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules and confirmed that all INEDs including, Mr. Tog and Ms. Lye remain independent. The Nomination Committee also evaluated the performance of each of Mr. WH Chua, Mr. WJ Chua, Mr. Tog and Ms. Lye during the Year based on the nomination policy of the Company disclosed in the Annual Report and considered that their respective experiences, skills, working profiles and other perspectives as set out in Appendix II to this circular can bring further contributions to the Board and its diversity. Upon the nomination by the Nomination Committee, the Board has recommended Mr. WH Chua, Mr. WJ Chua, Mr. Tog and Ms. Lye to stand for re-election as Directors at the 2025 AGM. For good corporate governance, each of the retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders. The Board believes that the continuous appointment of the retiring Directors contributes to the stability and diversity of the Board.

The particulars required to be disclosed under the GEM Listing Rules in relation to the retiring Directors proposed for re-election are set out in Appendix II to this circular.

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

The Board proposes to amend the Existing Articles of Association for the purpose of conforming with certain amendments to GEM Listing Rules, and adopt a New Memorandum and Articles of Association in substitution of the existing one.

The major Proposed Amendments are summarised below:

Enhancements to General Meeting Provisions: Provisions enabling the Company to hold physical, electronic or hybrid general meetings, with rules governing electronic participation and ensuring proper conduct of meetings and voting in line with the core shareholder protection standards set out in Appendix A1 to GEM Listing Rules.
Facilitation of Electronic Instructions from Shareholders: Provisions enabling Shareholders to send meeting instructions, such as proxy-related instructions, electronically to the Company.
7 -

LETTER FROM THE BOARD

Facilitation of Electronic Communication: Provisions enabling any notice or document of the Company to be given or issued by means of electronic communication or publication on the websites of the Company or the Stock Exchange, subject to applicable regulations. Provisions were also made for electronic voting and communication during meetings.
Treasury shares: Expressly allowing the Company to hold any repurchased, redeemed, or surrendered shares as treasury shares or otherwise deal with treasury shares in accordance with the applicable laws of the Cayman Islands and GEM Listing Rules, and hence providing greater flexibility for the Company to manage its share capital.
Housekeeping amendments: Necessary and consequential updates to align the Articles of Association with applicable laws of the Cayman Islands and GEM Listing Rules, including improved wording and structure for better clarity and consistency.

The Company's legal adviser as to Hong Kong law has confirmed that the Proposed Amendments are not inconsistent with the requirements of the GEM Listing Rules and the legal advisor as to Cayman Islands laws has confirmed that the Proposed Amendments do not contravene or violate the laws of Cayman Islands. The Company also confirms that there is nothing unusual about the proposed amendments for a company listed in Hong Kong.

The Board proposed to implement the Proposed Amendments by way of adoption of the New Memorandum and Articles of Association, which will be subject to the approval of the Shareholders by way of a special resolution at the 2025 AGM and will become effective upon such approval.

The Shareholders are advised that the New Memorandum and Articles of Association are drafted in English and that there is no official Chinese translation of them. The Chinese translation of the New Memorandum and Articles of Association is provided for reference only. In the event of any inconsistency between the English version and the Chinese version, the English version shall prevail.

For details of the Proposed Amendments, please refer to Appendix III to this circular.

LETTER FROM THE BOARD

2025 AGM AND PROXY ARRANGEMENT

At the 2025 AGM, (a) ordinary resolutions will be proposed to approve, among others, (i) the grant of the Issue Mandate and Repurchase Mandate; (ii) the extension of the Issue Mandate to include the Shares repurchased under the Repurchase Mandate; and (iii) the re-election of Directors; and (b) a special resolution will be proposed to approve and adopt the amendments to the Memorandum and Articles of Association of the Company. The 2025 AGM Notice is set out on pages AGM-1 to AGM-5 of this circular.

According to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must 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. Therefore, all resolutions as set out in the 2025 AGM Notice will be voted on by poll and, after being verified by the scrutineer, the results of the poll will be published in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

A form of proxy for the 2025 AGM is enclosed with this circular. If you are not able to attend the 2025 AGM but wish to exercise your right as a Shareholder, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the 2025 AGM or adjournment thereof. Completion and return of a form of proxy will not preclude you from attending and voting in person at the 2025 AGM or any adjournment thereof if you so wish, in such event, the form of proxy shall be deemed to be revoked.

For determining the Shareholders' entitlement to attend and vote at the 2025 AGM, the register of members of the Company will be closed from Tuesday, 3 February 2026 to Friday, 8 February 2026 (both dates inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the 2025 AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on Monday, 2 February 2026.

RECOMMENDATION

The Directors believe that (i) the grant of the Issue Mandate and the Repurchase Mandate; (ii) the extension of the Issue Mandate; (iii) the re-election of the Directors; and (iv) the proposed adoption of the New Memorandum and Articles of Association as set out in the 2025 AGM Notice are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all resolutions to be proposed at the 2025 AGM as set out in the 2025 AGM Notice.

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully

For and on behalf of the Board

Sunlight (1977) Holdings Limited

Chua Liang Sie

Executive Director, Chairman and Chief Executive Officer

10 -

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules, to provide you with the requisite information for your consideration of the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

On the basis that 800,000,000 Shares are in issue as at the Latest Practicable Date and no further Shares are issued or repurchased prior to the 2025 AGM, exercise in full of the Repurchase Mandate could result in up to 80,000,000 Shares being repurchased by the Company during the period from the passing of resolution numbered 9 set out in the 2025 AGM Notice up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution, whichever occurs first.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Repurchases of the Shares will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per share.

3. FUNDING AND EFFECT OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles, the Companies Law and other applicable laws of the Cayman Islands. A listed company may not repurchase its own securities on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Law, repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles and subject to the provisions of the Companies Law, out of capital.

Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Articles and subject to the provisions of the Companies Law, out of capital.

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 30 September 2025, being the date of its latest published audited financial statements. However, the Directors do not intend to make any repurchases to such an

APPENDIX I

EXPLANATORY STATEMENT

extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

4. UNDERTAKING OF DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

5. INTENTION TO SELL SHARES

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their respective close associates, has any present intention, in the event that the Repurchase Mandate is approved by Shareholders at the 2025 AGM, to sell any of the Shares to the Company.

6. TAKEOVERS CODE CONSEQUENCE

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code.

As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make the Mandatory General Offer.

As at the Latest Practicable Date, according to the register required to be kept by the Company pursuant to section 336 of the SFO and so far as was known to, or could be ascertained after reasonable enquiry by the Directors, the following Shareholders were interested or deemed to be interested in 5% or more of the issued Shares:

Name	Capacity	Nature of interests	Number of Shares held (Note 1)	Percentage of the total issued Shares (%)	Percentage of shareholding if Repurchase Mandate is exercised in full (%)
YJH Group Limited (Note 2)	Beneficial owner	Personal interest	576,000,000 (L)	69	77

APPENDIX I

EXPLANATORY STATEMENT

Name	Capacity	Nature of interests	Number of Shares held (Note 1)	Percentage of the total issued Shares (%)	Percentage of shareholding if Repurchase Mandate is exercised in full (%)
Mr. LS Chua (Note 2)	A concert party to an agreement to buy shares described in s.317(1)(a) of the SFO	Corporate interest	576,000,000 (L)	69	77
Mr. LC Chua (Note 2)	A concert party to an agreement to buy shares described in s.317(1)(a) of the SFO	Corporate interest	576,000,000 (L)	69	77

Notes:
1. The letter “L” denotes a person’s “long position” (as defined under Part XV of the SFO) in such Shares.
2. YJH Group Limited is owned as to approximately 82.76% by Mr. LS Chua and 17.24% by Mr. LC Chua. Mr. LS Chua and Mr. LC Chua were signatories of a concert parties agreement dated 11 October 2017. As such, they were deemed as controlling YJH Group Limited as a group and were deemed to have interests in the Shares held by YJH Group Limited respectively. For details, see “History, Reorganisation and Corporate Structure — Concert parties arrangement” in the prospectus of the Company dated 27 March 2018.

As at the Latest Practicable Date, Mr. LS Chua and Mr. LC Chua (collectively “Concert Parties”) through YJH Group Limited, a company wholly controlled by the Concert Parties, were beneficially interested in 576,000,000 Shares, representing approximately 69% of the issued Shares. In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the interest of the Controlling Shareholders would be increased to approximately 77% of the issued Shares and such increase will not give rise to any obligation to make the Mandatory General Offer. Accordingly, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchase of Shares under the Repurchase Mandate.

In the opinion of the Directors, assuming that there is no issue of further Shares between the Latest Practicable Date and the date of repurchase, an exercise of the Repurchase Mandate in whole or in part will result in the number of Shares which are in the hands of the public falling below 25% of the total number of Shares in issue (or such other percentage as may be prescribed as the minimum public shareholding under the GEM Listing Rules). The Directors confirm that the Repurchase Mandate will not be exercised to the extent as may result in the number of Shares held by public being reduced to less than 25% of the total number of Shares in issue.

APPENDIX I

EXPLANATORY STATEMENT

7. SHARE PURCHASED BY THE COMPANY

The Company has not purchased any of its Shares (whether on GEM or otherwise) in the six months immediately preceding the Latest Practicable Date.

8. CORE CONNECTED PERSON

No core connected person has notified the Company that he/she/it has a present intention to sell any Shares to the Company, nor has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders at the 2025 AGM.

9. SHARE PRICES

The highest and lowest prices at which the Shares had been traded on GEM in each of the previous twelve calendar months immediately prior to the Latest Practicable Date were as follows:

	Share Prices
	Highest HK$	Lowest HK$
2024
December	0.074	0.062
2025
January	0.066	0.057
February	0.071	0.060
March	0.070	0.059
April	0.068	0.055
May	0.068	0.054
June	0.069	0.062
July	0.071	0.061
August	0.068	0.054
September	0.064	0.057
October	0.065	0.058
November	0.062	0.056
December (up to the Latest Practicable Date)	0.088	0.056

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM

Stated below are the details of the Directors who will retire and be eligible for re-election at the 2025 AGM in accordance with the Articles.

EXECUTIVE DIRECTORS

Mr. Chua Wenhao (alias Cai Wenhao), aged 42, is our executive Director and deputy chief executive officer, who joined our Group in September 2013. He was appointed as Director on 21.9.2017. On 30.10.2017, he was re-designated as our executive Director and was appointed as the deputy chief executive officer. Mr. WH Chua is also a director of certain subsidiaries. He is responsible for assisting the chief executive officer and implementing strategies of our Group.

Mr. WH Chua joined as sales manager of Sunlight Paper in September 2013 and was responsible for sales of products for Sunlight Paper. Prior to joining our Group, from November 2010 to June 2012, Mr. WH Chua worked at HSBC in the HSBC Graduate Internship Programme. Mr. WH Chua obtained a bachelor's degree in business management from Royal Melbourne Institute of Technology University in August 2010.

Mr. WH Chua is the son of Mr. LS Chua, the nephew of Mr. LC Chua and the elder brother of Mr. WJ Chua.

Mr. Chua Wenjie (alias Cai Wenjie), aged 40, is our executive Director and deputy sales director, who joined our Group in July 2014. He was appointed as executive Director on 9.9.2021. Mr. WJ Chua is also a director of Sunlight Paper. He is responsible for assisting the sales director to implement marketing strategies of Sunlight Paper. He is also responsible for sales of products for Sunlight Paper.

Mr. WJ Chua joined as sales manager of Sunlight Paper in July 2014 and was responsible for sales of products for Sunlight Paper. Prior to joining our Group, from July 2011 to June 2014, Mr. WJ Chua worked at Hong Leong Finance Limited as branch manager. Mr. WJ Chua obtained a bachelor honours degree in banking and finance from the University of London (Singapore Institute of Management) in June 2011.

Mr. WJ Chua is the son of Mr. LS Chua, the nephew of Mr. LC Chua and the younger brother of Mr. WH Chua.

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2025 AGM

INED

Mr. Tog Chek Soon (“Mr. Tog”), aged 60, was appointed as our independent non-executive Director on 27.11.2020. He is a member of each of the Audit Committee, the Nomination Committee and the Remuneration Committee.

Mr. Tog is currently the Asia Sales Director of AMETEK Singapore Pte Ltd. He has over 30 years of experience in the sale and marketing of electrical components and equipment. Mr. Tog obtained a bachelor of engineering (electrical) from the National University of Singapore in June 1989, a graduate diploma in marketing from the Marketing Institute of Singapore in May 1992 and a degree of master of business administration from Cranfield University School of Management in June 1994.

Mr. Tog is experienced in business culture across Asia by marketing electrical components and equipment from European and American manufacturers to customers in Asia including the ASEAN countries, Australia, China, India, Japan and New Zealand.

Ms. Lye Kheng Joke Sylvia (“Ms. Lye”), aged 59, was appointed as our independent non-executive Director on 28.2.2019. She is the chairlady of our Audit Committee.

Ms. Lye is currently a director of Youngone International Asia Pte Ltd. Ms. Lye has over 25 years of experience in accounting, audit and finance. Ms. Lye had worked as, among others, audit senior, accountant, finance and administration manager, financial controller and finance and administration director in various institutions.

Ms. Lye obtained a bachelor of accountancy from the National University of Singapore in July 1989, and became a Chartered Accountant of Singapore in April 2014.

GENERAL

Save as disclosed herein and as at the Latest Practicable Date, none of the above-mentioned retiring Directors (i) holds any other positions with the Group, nor holds any directorship in any other listed public company in the past three years; (ii) has any relationship with any Director, senior management, substantial shareholder or Controlling Shareholder; and (iii) has any interest or short position in share, underlying share or debentures of the Company or its associate corporations within the meaning of Part XV of the SFO.

Saved as disclosed herein, in relation to the re-election of the above-mentioned retiring Directors, the Board is not aware of any information that ought to be disclosed pursuant to the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules, nor are there any other matters that ought to be brought to the attention of the Shareholders.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

The following are the proposed amendments to the Existing Articles of Association brought about by the adoption of the New Memorandum and Articles of Association. Unless otherwise specified, clauses, paragraphs, clause numbers and Article numbers referred to herein are clauses, paragraphs, clause numbers and Article numbers of the Existing Articles of Association.

| Article number | Proposed amendments
(showing changes to the Existing Articles of Association) |
| --- | --- |
| (1) Article 1(b) | Any marginal notes, titles or lead in references to Articles and the index of the Memorandum and Articles of Association shall not form part of the Memorandum or Articles of Association and shall not affect their interpretation. In interpreting these Articles of Association, unless there be something in the subject or context inconsistent therewith: |
| | ... |
| | address: shall have the ordinary meaning given to it and shall include any facsimile number, electronic number or address or website used for the purposes of any communication pursuant to these Articles; |
| | ... |
| | clear days: in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; |
| | competent regulatory authority: a competent regulatory authority in the Relevant Territory; |
| | ... |
| | electronic communication: means a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other similar means in any form through any medium; |
| | electronic meeting: means a general meeting held and conducted wholly and exclusively by virtual attendance and participation by Shareholders and/or proxies by means of electronic facilities; |
| | ... |

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hybrid meeting: means a general meeting convened for the (i) physical attendance by Shareholders and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by Shareholders and/or proxies by means of electronic facilities;

··

Meeting Location: has the meaning given to it in Article 71A;

··

Notice: shall means written notice unless otherwise specifically stated in these Articles and, where the context so requires, shall include any other document (including any “corporate communication” and “actionable corporate communication” within the meaning ascribed thereto under the Listing Rules) or communication to be served, issued, or given by the Company under these Articles or pursuant to applicable laws and regulations, including the Listing Rules and/or the rules of the competent regulatory authority. For the avoidance of doubt, Notice may be provided in physical or electronic form;

··

physical meeting: means a general meeting held and conducted by physical attendance and participation by Shareholders and/or proxies at the Principal Meeting Place and/or where applicable, one or more Meeting Locations;

Principal Meeting Place: shall have the meaning given to it in Article 65;

··

Statutes: means the Companies Act and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its memorandum of association and/or these Articles;

··

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PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(2) Article 1(c)

(iii) subject to the foregoing provisions of this Article, any words or expressions defined in the Companies Act (except any statutory modification thereof not in force when these Articles become binding on the Company) shall bear the same meaning in these Articles, save that “company” shall where the context permits include any company incorporated in the Cayman Islands or elsewhere; and

(iv) references to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force;

(v) where a Shareholder is a corporation, any reference in these Articles to a Shareholder shall, where the context requires, refer to a duly authorised representative of such Shareholder;

(vi) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, including electronic writing or display (such as digital documents or electronic communications), provided that both the mode of service of the relevant document or Notice and the Shareholder’s election comply with all applicable Statutes, rules and regulations;

(vii) references to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a Notice or document include a Notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;

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(viii) references to the right of a Shareholder to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities;

(ix) a reference to a meeting: (a) shall mean a meeting convened and held in any manner permitted by these Articles and any Shareholder or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly, and (b) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 71E;

(x) references to a person's participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;

(xi) references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise);

(xii) unless the context otherwise requires, any reference to "print", "printed", or "printed copy" and "printing" shall be deemed to include electronic versions or electronic copies;

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(xiii) any reference to the term “place” within these Articles shall be construed as applicable only in contexts where a physical location is required or relevant. Any reference to a “place” for the delivery, receipt, or payment of monies, whether by the Company or by Shareholders, shall not preclude the use of electronic means for such delivery, receipt, or payment. For the avoidance of doubt, references to a “place” in the context of meetings shall include physical, electronic, or hybrid meeting formats, as permitted by applicable laws and regulations. Notices of meetings, adjournments, postponements, or any other references to a “place” shall be interpreted to include virtual platforms or electronic means of communication where applicable. Where the term “place” is out of context, unnecessary, or not applicable, such reference shall be disregarded without affecting the validity or interpretation of the relevant provision; and

(iv)(iv) all voting rights referred to in these Articles shall exclude the voting rights attached to treasury shares.

(3) Article 1(h)

Section 8 and Section 19 of the Electronic Transactions Act of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.

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PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(4) Article 15(a)

Subject to the Companies Act, the Articles and, where applicable, the Listing Rules or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Shares, the Company shall have the power to purchase or otherwise acquire all or any of its own Shares (which expression as used in this Article includes redeemable Shares) and the Board shall have the absolute discretion and power to determine provided that the manner and terms of purchase have first been authorised by an Ordinary Resolution of the Shareholders, and to purchase or otherwise acquire warrants and other securities for the subscription or purchase of its own Shares, and shares and warrants and other securities for the subscription or purchase of any shares in any company which is its Holding Company and may make payment therefor in any manner and terms authorised or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any Shares or warrants or other securities in the Company or any company which is a Holding Company of the Company and should the Company purchase or otherwise acquire its own Shares or warrants or other securities neither the Company nor the Board shall be required to select the Shares or warrants or other securities to be purchased or otherwise acquired rateably or in any other manner and terms as between the holders of Shares or warrants or other securities of the same class or as between them and the holders of Shares or warrants or other securities of any other class or in accordance with the rights as to Dividends or capital conferred by any class of Shares provided Company to purchase its own securities and to finance the same always that any such purchase or other acquisition or financial assistance shall only be made in accordance with the relevant code, rules or regulations issued from time to time by the HK Stock Exchange and/or the Securities and Futures Commission of Hong Kong from time to time in force.

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(5) Article 15(f)

Subject to the Companies Act, the Listing Rules and/or the rules of any competent regulatory authority, the Company is authorised to hold any repurchased, redeemed or surrendered shares as treasury shares without the need for a separate resolution of the Board for each instance.

(6) Article 62

At all times during the Relevant Period, the Company shall in each financial year hold a general meeting as its annual general meeting in addition to any other meeting in that financial year and shall specify the meeting as such in the notice calling it. Each annual general meeting shall be held within six Months after the end of the Company's financial year (or any longer period authorised by the HK Stock Exchange) in the Relevant Territory or elsewhere, as may be determined by the Board, and at such time and place as the Board shall appoint. A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meetings. All general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in any part of the world and at one or more locations as provided in Article 71A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion.

...

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(7) Article 64

The Board may, whenever it thinks fit, convene an extraordinary general meeting. An extraordinary general meeting shall also be convened on the requisition of one or more Shareholder(s) holding, at the date of deposit of the requisition, a minority stake in the total number of issued Shares, and the minimum stake required to do this shall not be higher than 10% of the voting rights (on a one vote per Share basis) in the issued share capital of the Company (excluding treasury shares). Such Shareholder(s) shall also be entitled to add resolutions to the agenda for the extraordinary general meeting concerned. Any requisition referred to in the second sentence of this Article must be made in writing to the Board or the Secretary for the purpose of requiring an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition. Such meeting shall be held within two Months after the deposit of such requisition. If, within 21 days of such deposit, the Board fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

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(8) Article 65

An annual general meeting of the Company shall be called by at least 21 days' notice in writing, and a general meeting of the Company, other than an annual general meeting, shall be called by at least 14 days' notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify (a) the time and date of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 71A, the principal place of the meeting (the "Principal Meeting Place"), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) the place, the day, the hour and the agenda of the meeting and particulars of the resolutions to be considered at that meeting and, in case of special business (as defined in Article 67), the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company, provided that a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:

(9) Article 69

If within 15 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and (where applicable) same place(s) and in such form and manner referred to in Article 65 as shall be decided by the chairman of the meeting (or in default, the Board), and if at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the Shareholder or the Shareholders present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy and entitled to vote shall be a quorum and may transact the business for which the meeting was called.

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(10) Article 70

(1) The chairman (if any) of the Company or if he is absent or declines to take the chair at such meeting, the Vice chairman (if any) of the Company shall take the chair at every general meeting, or, if there be no such chairman or Vice chairman, or, if at any general meeting neither of such chairman or Vice chairman is present within 15 minutes after the time appointed for holding such meeting, or both such persons decline to take the chair at such meeting, the Directors present shall choose one of their number as chairman of the meeting, and if no Director be present or if all the Directors present decline to take the chair or if the chairman chosen shall retire from the chair, then the Shareholders present shall choose one of their number to be chairman of the meeting.

(2) If the chairman of a general meeting held in any form is participating in the general meeting using an electronic facility or facilities which is hereby permitted and becomes unable to participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with Article 70(1) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities.

(11) Article 71

Subject to Article 71C, The chairman of the meeting may, (without the consent of any the general meeting at which a quorum is present,) and or shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and/or from place to place(s) and/or from on form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine. Whenever a meeting is adjourned for 14 days or more, at least seven clear days' notice, specifying the place, the day and the hour of the adjourned meeting, shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no notice of an adjournment or of the business to be transacted at any adjourned meeting needs to be given nor shall any Shareholder be entitled to any such notice. No business shall be transacted at an adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

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(12) Article 71A

(1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any Shareholder or any proxy attending and participating in such way or any Shareholder or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

(2) All general meetings are subject to the following and, where appropriate, all references to a “Shareholder” or “Shareholders” in this sub-paragraph (2) shall include a proxy or proxies respectively:

(a) where a Shareholder is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

(b) Shareholders present in person or by proxy at a Meeting Location and/or Shareholders attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Shareholders at all Meeting Locations and Shareholders participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;

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PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(c) where Shareholders attend a meeting by being present at one of the Meeting Locations and/or where Shareholders participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more Shareholders or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

(d) if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the Notice for the meeting.

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PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(13) Article 71B

The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Shareholder who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Shareholder so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

(14) Article 71C

If it appears to the chairman of the general meeting that:

(a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 64A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or

(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or

(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or

(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;

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PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

(15) Article 71D

The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Shareholders shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

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PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(16) Article 71E

If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Shareholders. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

(a) when a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement on the Company's website as soon as practicable (provided that failure to post such a Notice shall not affect the automatic postponement of a meeting);

(b) when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board shall notify the Shareholders of details of such change in such manner as the Board may determine;

(c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 71, unless already specified in the original Notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the Shareholders of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting; and

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(d) Notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original Notice of general meeting circulated to the Shareholders.

(17) Article 71F

All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 71C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

(18) Article 71G

Without prejudice to other provisions in Article 71, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

(19) Article 74

A poll shall be taken in such manner (including the use of ballot or voting papers or tickets or by electronic means) and at such time and place as the chairman of the meeting directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. In the event that a poll is demanded after the chairman of the meeting allows a show of hands pursuant to Article 72, the demand for a poll may be withdrawn, with the consent of the chairman of the meeting, at any time before the close of the meeting at which the poll was demanded or the taking of the poll, whichever is the earlier.

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PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(20) Article 79

Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of Shares, at any general meeting on a poll every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy, shall have one vote for every Share of which he is the holder which is fully paid or credited as fully paid (but so that no amount paid or credited as paid on a Share in advance of calls or instalments shall be treated for the purposes of this Article as paid on the Share), and on a show of hands every Shareholder who is present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall (save as provided otherwise in this Article) have one (1) vote. On a poll a Shareholder entitled to more than one vote need not use all his votes or cast all his votes in the same way. Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Shareholder which is a Clearing House (or its nominee(s)), each such proxy shall have one vote on a show of hands and on a poll, each such proxy is under no obligation to cast all his votes in the same way. For the avoidance of doubt, votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine.

(21) Article 80

Any person entitled under Article 51 to be registered as the holder of any Shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such Shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting or postponed meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such Shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

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(22) Article 84

No objection shall be raised to the qualification of any person exercising or purporting to exercise a vote or the admissibility of any vote except at the meeting or adjourned meeting or postponed meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

(23) Article 87

The instrument appointing a proxy shall be in such form, including electronic or otherwise, as the Board may determine and in the absence of such determination, shall be in writing, which may include electronic writing, under the hand of and signed by the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of signed by an officer or attorney duly authorised.

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(24) Article 88

(1) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

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PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(2) The instrument appointing a proxy and, if requested by the Board, the power of attorney or other authority (if any) under which it is signed or a notarially-certified copy of that power or authority shall be deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the instrument of proxy issued by the Company (or, if no place is specified, at the Registration Office), or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified, not less than 48 hours before the time for holding the meeting or adjourned meeting or postponed meeting (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of 12 Months from the date of its execution, except at an adjourned meeting or postponed meeting where the meeting was originally held within 12 Months from such date. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person (or, in the case of a Shareholder being a corporation, its duly authorised representative) at the meeting concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

(25) Article 90

The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit; and (ii) unless the contrary is stated therein, be valid as well for any adjournment or postponement of the meeting as for the meeting to which it relates.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(26) Article 93

Unless the Board agrees otherwise, an appointment of a corporate representative shall not be valid as against the Company unless:

(a) in the case of such an appointment by a Shareholder which is a Clearing House (or its nominee(s)), a written notification of the appointment issued by any director, the secretary or any authorised officer(s) of such Shareholder shall have been delivered at such place or one of such places (if any) as is specified in the notice of meeting or in the form of notice issued by the Company, or handed to the chairman of the meeting at the meeting or, if no place is specified, at the principal place of business maintained by the Company in the Relevant Territory from time to time before the time of holding the meeting or adjourned meeting or postponed meeting at which the person so authorised proposes to vote or handed to the chairman of the meeting at the meeting; and

(b) in the case of such an appointment by any other corporate Shareholder, a copy of the resolution of its directors or other governing body of the Shareholder authorising the appointment of the corporate representative or a form of notice of appointment of corporate representative issued by the Company for such purpose or a copy of the relevant power of attorney, together with an up-to-date copy of the Shareholder's constitutive documents and a list of directors or members of the governing body of the Shareholder as at the date of such resolution, or, as the case may be, power of attorney, in each case certified by a director, secretary or a member of the governing body of that Shareholder and notarised, or, in the case of a form of notice of appointment issued by the Company as aforesaid, completed and signed in accordance with the instructions thereon or in the case of a power of attorney a notarised copy of the relevant authority under which it was signed, shall have been deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the form of notice issued by the Company as aforesaid (or, if no place is specified, at the Registration Office) not less than 48 hours before the time for holding the meeting or adjourned meeting or postponed meeting or poll (as the case may be) at which the corporate representative proposes to vote.

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APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(27) Article 133

The Board may meet together for the despatch of business, adjourn, postpone and otherwise regulate its meetings and proceedings as it thinks fit and may determine the quorum necessary for the transaction of business. Unless otherwise determined two Directors shall be a quorum. For the purpose of this Article an alternate Director shall be counted in a quorum separately in respect of himself (if a Director) and in respect of each Director for whom he is an alternate and his voting rights shall be cumulative and he need not use all his votes or cast all his votes in the same way. A meeting of the Board or any committee of the Board may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

(28) Article 134

A Director may, and on the request of a Director the Secretary shall, at any time summon a meeting of the Board which may be held in any part of the world, but no such meeting shall be summoned to be held outside the territory in which the Head Office is for the time being situate without the prior approval of the Board. Notice thereof shall be given to each Director and alternate Director in person orally or in writing or by telephone or by telex or telegram or facsimile transmission at the telephone or facsimile number or address or by electronic means to an electronic address from time to time notified to the Company by such Director or (if the recipient consents to it being made available on a website) by making it available on a website or in such other manner as the Board may from time to time determine. A Director absent or intending to be absent from the territory in which the Head Office is for the time being situate may request the Board or the Secretary that notices of Board meetings shall during his absence be sent in writing to him at his last known address, facsimile or telex number or any other address, facsimile or telex number given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to the other Directors not so absent and in the absence of any such request it shall not be necessary to give notice of a Board meeting to any Director who is for the time being absent from such territory.

···

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(29) Article 142

(a) A resolution in writing signed by all the Directors (or their respective alternate Directors) shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolutions in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directors. A notification of consent to such resolution given by a Director in writing to the Board by any means (including by means of electronic communication) shall be deemed to be his/her signature to such resolution in writing for the purpose of this Article. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.

(30) Article 168

All Dividends, bonuses or other distributions or the proceeds of the realisation of any of the foregoing unclaimed for one year after having been declared by the Company until claimed and, notwithstanding any entry in any books of the Company may be invested or otherwise made use of by the Board for the benefit of the Company or otherwise howsoever, and the Company shall not be constituted a trustee in respect thereof. All Dividends, bonuses or other distributions or the proceeds of the realisation of any of the foregoing unclaimed for six years after having been declared may be forfeited by the Board and, upon such forfeiture, shall revert to the Company and, in the case where any of the same are securities of the Company, may be re-allotted or re-issued for such consideration as the Board thinks fit and the proceeds thereof shall accrue to the benefit of the Company absolutely. For the avoidance of doubt, any dividend, interest, or other sum payable in cash may also be paid by electronic funds transfer on such terms and conditions as the Directors may determine.

39 -

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(31) Article 175

(d) The requirement to send to a person referred to in paragraph (b) above the documents referred to in that article or a summary financial report in accordance with paragraph (c) above shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Listing Rules, the Company publishes copies of the documents referred to in paragraph (b) and, if applicable, a summary financial report complying with paragraph (c), on the Company's computer network or in any other permitted manner (including by sending any form of electronic communication).

(32) Article 180

(a) Except where otherwise expressly stated, any notice or document to be given to or by any person pursuant to these Articles (including any “corporate communication” and “actionable corporate communication” within the meaning ascribed thereto under the Listing Rules) shall be in writing or, by cable, telex or facsimile transmission message or other form of electronic transmission or electronic communication and, subject to compliance with the Listing Rules, any such Notice and document may be given or issued by the following means:

(i) by serving it personally on the relevant person;

(ii) by sending it through the post in a prepaid envelope addressed to such Shareholder at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose;

(iii) by delivering or leaving it at such address as aforesaid;

(iv) by placing an advertisement in appropriate newspapers or other publication and where applicable, in accordance with the requirements of the Listing Rules;

(v) by sending or transmitting it as an electronic communication to the relevant person at such electronic address as he may provide under Article 180(f) without the need for any additional consent or notification;

40 -

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(vi) by publishing it on the Company's website or the website of the HK Stock Exchange without the need for any additional consent or notification; or

(vii) by sending or otherwise making it available to such person through such other means to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations to the extent permitted by the Companies Act and the Listing Rules from time to time and subject to this Article, contained in an electronic communication. A notice calling a meeting of the Board need not be in writing.

(b) Except where otherwise expressly stated, any notice or document to be given to or by any person pursuant to these Articles (including any corporate communications within the meaning ascribed thereto under the Listing Rules) may be served on or delivered to any Shareholder either personally or by sending it through the post in a prepaid envelope or wrapper addressed to such Shareholder at his registered address as appearing in the register or by leaving it at that address addressed to the Shareholder or by any other means authorised in writing by the Shareholder concerned or (other than share certificate) by publishing it by way of advertisement in the Newspapers. In case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders. Without limiting the generality of the foregoing but subject to the Companies Act and the Listing Rules, a notice or document may be served or delivered by the Company to any Shareholder by electronic means to such address as may from time to time be authorised by the Shareholder concerned or by publishing it on a website and notifying the Shareholder concerned that it has been so published.

41 -

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(c) Any such notice or document may be served or delivered by the Company by reference to the register as it stands at any time not more than fifteen days before the date of service or delivery. No change in the register after that time shall invalidate that service or delivery. Where any notice or document is served or delivered to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be entitled to any further service or delivery of that notice or document.

(d) Any notice or document required to be sent to or served upon the Company, or upon any officer of the Company, may be sent or served by leaving the same or sending it through the post in a prepaid envelope or wrapper addressed to the Company or to such officer at the Head Office or Registered Office.

(e) The Board may from time to time specify the form and manner in which a notice may be given to the Company by electronic means, including one or more addresses for the receipt of an electronic communication, and may prescribe such procedures as they think fit for verifying the authenticity or integrity of any such electronic communication. Any notice may be given to the Company by electronic means only if it is given in accordance with the requirements specified by the Board.

(f) Every Shareholder or a person who is entitled to receive notice from the Company under the provisions of the Statutes or these Articles may register with the Company an electronic address to which Notices can be served upon him.

···

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(33) Article 182

Any notice or other document,

(a) if sent by mail served or delivered by post, postage prepaid, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the letter, envelope, or wrapper containing the same, properly prepaid and addressed, is put into the post. In proving such service or delivery it shall be sufficient to prove that the letter, envelope or wrapper containing the notice or document was properly addressed and put into the post as prepaid mail. A certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

(b) if Any notice or document not sent by post but left by the Company at a registered address, shall be deemed to have been served or delivered on the day it was so left—Any notice or document, if sent by electronic means (including through any relevant system), shall be deemed to have been given on the day following that on which the electronic communication was sent by or on behalf of the Company. Any notice or document served or delivered by the Company by any other means authorised in writing by the Shareholder concerned shall be deemed to have been served when the Company has carried out the action it has been authorised to take for that purpose. Any notice or other document published by way of advertisement or on a website shall be deemed to have been served or delivered on the day it was so published.

(c) if sent by electronic communication, shall be deemed to have been given on the day on which it is transmitted from the server of the Company or its agent. A Notice, documents or publication placed on either the Company's website or the website of the HK Stock Exchange, is deemed given or served by the Company on the day it first so appears on the relevant website, unless the Listing Rules specify a different date. In such cases, the deemed date of service shall be as provided or required by the Listing Rules; and

43 -

APPENDIX III

PROPOSED AMENDMENTS TO THE EXISTING ARTICLES OF ASSOCIATION

(d) if published as an advertisement in a newspaper or other publication permitted under these Articles, shall be deemed to have been served on the day on which the advertisement first so appears.

(34) Article 183

A notice or document may be given by the Company to the person entitled to a Share in consequence of the death, mental disorder, bankruptcy or liquidation of a Shareholder by sending it via electronic means or through the post in a prepaid envelope or wrapper addressed to him by name, or by the title of representative of the deceased, the trustee of the bankrupt or the liquidator of the Shareholder, or by any like description, at the electronic or postal address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an electronic or postal address has been so supplied) by giving the notice or document in any manner in which the same might have been given if the death, mental disorder, bankruptcy or winding up had not occurred.

(35) Article 184

Any person who by operation of law, transfer or other means whatsoever shall become entitled to any Share shall be bound by every notice in respect of such share which prior to his name and address being entered on the register shall have been duly served to the person from whom he derives his title to such share.

(36) Article 185

Any notice or document delivered or sent by post to, or left at the registered address of any Shareholder in pursuance of in any manner permitted by these Articles, shall notwithstanding that such Shareholder be then deceased, bankrupt or wound up and whether or not the Company has notice of his death, bankruptcy or winding up, be deemed to have duly served in respect of any registered Shares whether held solely or jointly with other persons by such Shareholder until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such Shares.

(37) Article 186

The signature to any notice or document to be given by the Company may be written or printed or in electronic form.

Other amendments to the Existing Articles of Association are also proposed, including making various corresponding and ancillary amendments for clarity and consistency and other amendments which the Company deems necessary or desirable.

44 -

NOTICE OF ANNUAL GENERAL MEETING

SUNLIGHT (1977) HOLDINGS LIMITED

日光 (1977)控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8451)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Sunlight (1977) Holdings Limited (the “Company”) will be held at 11 Tuas South St 5, Singapore 637590 on Friday, 6 February 2026, at 11:30 a.m. for the following purposes:

To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (“Directors”) and the independent auditor (the “Independent Auditor”) of the Company for the year ended 30 September 2025.
To re-elect Mr. Chua Wenhao (alias Cai Wenhao) as an executive Director.
To re-elect Mr. Chua Wenjie (alias Cai Wenjie) as an executive Director.
To re-elect Mr. Tog Chek Soon as an independent non-executive Director.
To re-elect Ms. Lye Kheng Joke Sylvia as an independent non-executive Director.
To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.
To re-appoint Foo Kon Tan LLP as the Independent Auditor and to authorise the Board to fix its remuneration.
AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING

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

ORDINARY RESOLUTIONS

8. "THAT:

a. subject to paragraph (c) of this resolution below, pursuant to the Rules Governing the Listing of Securities on GEM on The Stock Exchange of the Hong Kong Limited (the “GEM Listing Rules”), the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as defined in paragraph (d) of this resolution below) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company (the “Shares”) and to make or grant offers, agreements and options, including bonds and warrants to subscribe for any Shares of the Company, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

b. the approval in paragraph (a) of this resolution above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

c. the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution below; or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the GEM Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “Articles of Association”) in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed the aggregate of:

(aa) 20 per cent. of the aggregate number of the Shares in issue as at the date of the passing of this resolution; and

(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of Shares purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of the Shares in issue as at the date of the passing of this resolution), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

d. for the purposes of this resolution:

“Relevant Period” means the period from the date of 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 expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; and
iii. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holder of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).

“THAT:

a. subject to paragraph (b) of this resolution below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) of this resolution below) of all powers of the Company to purchase shares of the Company (the “Shares”) on GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Act, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

b. the aggregate number of Shares which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

c. for the purposes of this resolution, “Relevant Period” shall have the same meaning as the resolution numbered 8(d) above.”

“THAT conditional on the passing of resolutions numbered 8 and 9 above, the general mandate granted to the directors of the Company (the “Directors”) pursuant to paragraph (a) of resolution numbered 8 above be and it is hereby extended by the addition to the aggregate number of the shares of the Company (the “Shares”) which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate number of the Shares purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 9 above.”

SPECIAL RESOLUTIONS

To consider and, if thought fit, to pass the following resolution with or without amendments as a special resolution:

11. “THAT:

(a) the amended and restated memorandum and articles of association (a copy of which has been produced to the meeting and initialled by the chairman of the meeting for the purpose of identification), incorporating all the proposed amendments as set out in Appendix III to the circular of the Company dated 31 December 2025, be and are hereby approved and adopted as the memorandum and articles of association of the Company in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company;

(b) any one Director, assistance secretary or officer of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the aforesaid paragraph.”

By order of the Board

Sunlight (1977) Holdings Limited

Chua Liang Sie

Executive Director, Chairman & Chief Executive Officer

Singapore, 31 December 2025

NOTICE OF ANNUAL GENERAL MEETING

Registered Office:
Cricket Square, Hutchins Drive
P.O. Box 2681, Grand Cayman
KY1-1111, Cayman Islands

Principal Place of Business
in Hong Kong:
31/F., 148 Electric Road
North Point, Hong Kong

Notes:

(1) Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies (if such member is the holder of two or more shares) to attend and to vote instead of them. A proxy need not be a member of the Company but must be present in person at the AGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

(2) Where there are joint holders of any Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

(3) A form of proxy for use at the meeting is enclosed.

(4) 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 certified copy of such power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude members from attending and voting in person at the AGM or any adjournment thereof, in such event, the form of proxy shall be deemed to be revoked.

(5) According to Rule 17.47(4) of the GEM Listing Rules, the voting at the AGM will be taken by poll.

(6) For determining the entitlement to attend and vote at the AGM, the transfer books and register of members of the Company will be closed from Tuesday, 3 February 2026 to Friday, 6 February 2026, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending and voting at the AGM, the non-registered shareholders must lodge all transfer documents, accompanied by the relevant share certificates with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Monday, 2 February 2026.

(7) As at the date hereof, the Board comprises four executive Directors, namely Mr. Chua Liang Sie (Chairman and Chief Executive Officer), Mr. Chua Liang Chui, Mr. Chua Wenhao (alias Cai Wenhao) and Mr. Chua Wenjie (alias Cai Wenjie) and three independent non-executive Directors, namely Mr. Tog Chek Soon, Mr. Ng Boon Cheow Freddie and Ms. Lye Kheng Joke Sylvia.

(8) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

AGM-5 -

AI assistant

Sunlight (1977) Holdings Limited Proxy Solicitation & Information Statement 2025

51454_rns_2025-12-30_3767c318-e6d3-4788-a680-c1333401d043.pdf

DEFINITIONS

DEFINITIONS

DEFINITIONS

SUNLIGHT (1977) HOLDINGS LIMITED

INTRODUCTION

ISSUE MANDATE

REPURCHASE MANDATE

EXTENSION OF THE ISSUE MANDATE

RE-ELECTION OF DIRECTORS

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

2025 AGM AND PROXY ARRANGEMENT

RECOMMENDATION

RESPONSIBILITY STATEMENT

1. EXERCISE OF THE REPURCHASE MANDATE

2. REASONS FOR REPURCHASE

3. FUNDING AND EFFECT OF REPURCHASES

4. UNDERTAKING OF DIRECTORS

5. INTENTION TO SELL SHARES

6. TAKEOVERS CODE CONSEQUENCE

7. SHARE PURCHASED BY THE COMPANY

8. CORE CONNECTED PERSON

9. SHARE PRICES

EXECUTIVE DIRECTORS

INED

GENERAL

SUNLIGHT (1977) HOLDINGS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

8. "THAT:

SPECIAL RESOLUTIONS

11. “THAT:

AI assistant

Sunlight (1977) Holdings Limited — Proxy Solicitation & Information Statement 2025

51454_rns_2025-12-30_3767c318-e6d3-4788-a680-c1333401d043.pdf

DEFINITIONS

DEFINITIONS

DEFINITIONS

SUNLIGHT (1977) HOLDINGS LIMITED

INTRODUCTION

ISSUE MANDATE

REPURCHASE MANDATE

EXTENSION OF THE ISSUE MANDATE

RE-ELECTION OF DIRECTORS

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

2025 AGM AND PROXY ARRANGEMENT

RECOMMENDATION

RESPONSIBILITY STATEMENT

1. EXERCISE OF THE REPURCHASE MANDATE

2. REASONS FOR REPURCHASE

3. FUNDING AND EFFECT OF REPURCHASES

4. UNDERTAKING OF DIRECTORS

5. INTENTION TO SELL SHARES

6. TAKEOVERS CODE CONSEQUENCE

7. SHARE PURCHASED BY THE COMPANY

8. CORE CONNECTED PERSON

9. SHARE PRICES

EXECUTIVE DIRECTORS

INED

GENERAL

SUNLIGHT (1977) HOLDINGS LIMITED

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

8. "THAT:

SPECIAL RESOLUTIONS

11. “THAT:

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Sunlight (1977) Holdings Limited Proxy Solicitation & Information Statement 2025