Tanwan Inc. — Proxy Solicitation & Information Statement 2025

Jul 21, 2025

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

中旭未来

ZX Inc.

中旭未来

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9890)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of ZX Inc. (the "Company") will be held at Board Meeting Room, 66/F, Canton Financial Center, 656 Huangpu Avenue, Tianhe District, Guangzhou, Guangdong, PRC on Friday, August 8, 2025 at 11:00 a.m. for the following purposes:

SPECIAL RESOLUTIONS

1. "THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the "Registrar"), the English name of the Company be changed from "ZX Inc." to "Tanwan Inc." and the Chinese name "贪玩" be adopted and registered as the dual foreign name of the Company in place of its existing Chinese name "中旭未来" (the "Change of Company Name") with effect from the date of the certificate of incorporation on change of name issued by the Registrar, and that any one executive directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/she may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company."

2. "THAT conditional upon the resolution numbered 1 above being passed:

(a) the proposed amendments to the Fifth Amended and Restated Memorandum and Articles of Association of the Company (the "Fifth M&A") currently in effect, the details of which are set out in Appendix to the circular of the Company dated July 21, 2025 (the "Proposed Amendments"), be and are hereby approved;

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(b) the Sixth Amended and Restated Memorandum and Articles of Association incorporating and consolidating the Proposed Amendments (the “Sixth M&A”), a copy of which has been produced to this meeting and initialed by the chairman of the meeting for the purpose of identification, be and are hereby approved and adopted, to become effective as the memorandum and articles of association of the Company upon the Change of Company Name becoming effective, in substitution for, and to the exclusion of, the Fifth M&A currently in effect; and

(c) any Director or company secretary of the Company be and is hereby authorized to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Sixth M&A, including, without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong.”

Yours faithfully
By order of the Board
ZX Inc.
Mr. Wu Xubo
Chairman of the Board and Executive Director

July 21, 2025

Notes:

(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.

(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

(iii) In order to be valid, a form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. 11:00 a.m. on August 6, 2025) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

(iv) The transfer books and register of members will be closed from Tuesday, August 5, 2025 to Friday, August 8, 2025, both days inclusive to determine the entitlement of the shareholders to attend the above meeting, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Monday, August 4, 2025. The record date for determining the entitlement of the shareholders to attend and vote at the EGM is on Friday, August 8, 2025.

(v) In respect of special resolution numbered 2 above, the details of the Proposed Amendments are set out in Appendix to the circular of the Company dated July 21, 2025.

(vi) Shareholders who attend the extraordinary general meeting shall bear their own travelling expenses.

As of the date of this notice, the Board comprises Mr. WU Xubo and Ms. WU Xuan as executive Directors; and Ms. SONG Siyun, Mr. QIN Yongde and Ms. ZHENG Yi as independent non-executive Directors.