THAC Group (Holdings) Limited — Proxy Solicitation & Information Statement 2025

Nov 24, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Classified Group (Holdings) Limited (the “Company”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker, registered dealer in securities or other agents through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

Classified Group (Holdings) Limited

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8232)

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company (“EGM”) to be held at Room 09, 12/F., Kwong Sang Hong Centre, 151 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Friday, 12 December 2025 at 10:00 a.m. is set out on page EGM-1 of this circular. A form of proxy for use by the shareholders at the EGM is enclosed.

Whether or not you are able to attend the EGM, you are advised to read this circular and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment or postponement thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment or postponement thereof should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

This circular together with a form of proxy will remain on the website of the Stock Exchange at www.hkexnews.hk on the “Latest Listed Company Information” page for at least 7 days from the date of its posting and on the website of the Company at www.classifiedgroup.com.hk.

24 November 2025

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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 the 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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

Page

Definitions 1

Letter from the Board 3

Notice of EGM EGM-1

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DEFINITIONS

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

"Announcement"
the announcement of the Company dated 20 November 2025 in relation to the Proposed Change of Company Name

"Article"
the second amended and restated articles of association of the Company as amended, supplemented or modified from time to time

"Board"
the board of Directors

"Cayman Companies Act"
the Companies Act, Cap. 22 of the Cayman Islands (as revised)

"Company"
Classified Group (Holdings) Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on GEM (stock code: 8232)

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

"EGM"
the extraordinary general meeting of the Company to be held at Room 09, 12/F., Kwong Sang Hong Centre, 151 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Friday, 12 December 2025 at 10:00 a.m. for the purpose of considering and if thought fit, approving, inter alia, the special resolution contained in the notice of EGM which is set out on page EGM-1 of this circular

"GEM"
the GEM of the Stock Exchange

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"PRC"
the People's Republic of China, which for the purpose of this circular shall exclude Hong Kong, Taiwan, and Macau Special Administrative Region

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DEFINITIONS

"Proposed Change of Company Name"
the proposed change of the English name of the Company from "Classified Group (Holdings) Limited" to "THAC Group (Holdings) Limited" and to adopt "一木集團(控股)有限公司" as the dual foreign name in Chinese of the Company

"Share(s)"
the ordinary share(s) of HK$0.2 each in the share capital of the Company

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"%"
per cent

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LETTER FROM THE BOARD

Classified Group (Holdings) Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8232)

Executive Directors:
Mr. KWOK Chun Kwan (Chairman)
Mr. CHAN Benson
Ms. HO Helen Kayee

Independent Non-executive Directors:
Mr. WONG Ho Shing Samson
Ms. CHAN Sheung Yu
Mr. LAU Kelly

Registered office in the Cayman Islands:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands

Headquarter and principal place of
business in Hong Kong:
2/F., Cheung Tak Industrial Building,
30 Wong Chuk Hang Road,
Wong Chuk Hang,
Hong Kong

24 November 2025

To the Shareholders

Dear Sirs or Madams,

PROPOSED CHANGE OF COMPANY NAME

AND
NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement. The purpose of this circular is to provide you with information in respect of the special resolution to be proposed at the EGM to be held on Friday, 12 December 2025, and to give you notice of the EGM.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Classified Group (Holdings) Limited” to “THAC Group (Holdings) Limited” and to adopt “一木集團(控股)有限公司” as the dual foreign name in Chinese of the Company.

Conditions for the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:

(i) passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the EGM; and

(ii) the Registrar of Companies in the Cayman Islands issuing a certificate of incorporation on change of name.

Subject to satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English name and the dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands. The Registrar of Companies in the Cayman Islands will issue a certificate of incorporation on change of name thereafter. The Company will then comply with the necessary registration and/or filing procedures with the Companies Registry in Hong Kong.

Reasons for the Proposed Change of Company Name

The Board considers the Proposed Change of Company Name will provide the Company with a more defined corporate image and identity which will benefit the Company's future business development. The Board believes that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole.

Effect of the Proposed Change of Company Name

The Proposed Change of Company Name will not, of itself, affect the rights of any Shareholders or the Company's daily business operation and its financial position. Once the Proposed Change of Company Name has become effective, any new share certificates of the Company issued thereafter will bear the new name of the Company.

All existing share certificates of the Company bearing the existing names of the Company will, after the Proposed Change of Company Name becomes effective, continue to be valid evidence of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. As such, no arrangement will be made for the exchange of the existing share certificates of the Company for the new share certificates bearing the Company's new name as a result of the Proposed Change of Company Name.

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LETTER FROM THE BOARD

Subject to the confirmation by the Stock Exchange, the Board intends to change the English and Chinese stock short names of the Company accordingly after the Proposed Change of Company Name becomes effective.

The Company will make further announcement(s) to inform the Shareholders of the poll results of the EGM, the effective date of the Proposed Change of Company Name, the new English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange and other relevant changes as and when appropriate.

EGM AND PROXY ARRANGEMENT

A notice convening the EGM is set out on pages EGM-1 to EGM-2 of this circular. The EGM will be convened at Room 09, 12/F., Kwong Sang Hong Centre, 151 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Friday, 12 December 2025 at 10:00 a.m. for the purpose of, considering and, if thought fit, approving the Proposed Change of Company Name.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment or postponement thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment or postponement thereof) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

GEM LISTING RULES REQUIREMENT

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting of the Company must be taken by poll except where the chairman of the general meeting, 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. Accordingly, the special resolution set out in the notice of EGM will be taken by way of poll.

An announcement on the poll results will be made by the Company after the EGM, in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the special resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 9 December 2025 to Friday, 12 December 2025, both days inclusive, during which period no transfer of Shares will be registered. The record date of the EGM is Friday, 12 December 2025 and in order to qualify for attending and voting at the EGM or any adjournment or postponement thereof, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not later than 4:00 p.m. on Monday, 8 December 2025 for registration.

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.

LANGUAGE

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

RECOMMENDATION

The Directors consider that the Proposed Change of Company Name is in the interests of the Company and Shareholders. Accordingly, the Directors recommend that the Shareholders vote in favour of the special resolution as set out in the notice of EGM.

By order of the Board

Classified Group (Holdings) Limited

KWOK Chun Kwan

Chairman and Executive Director

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NOTICE OF EGM

Classified Group (Holdings) Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8232)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Classified Group (Holdings) Limited (the “Company”) will be held at Room 09, 12/F., Kwong Sang Hong Centre, 151 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Friday, 12 December 2025 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

1. “THAT subject to and conditional upon the certificate of incorporation on change of name being issued by the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “Classified Group (Holdings) Limited” to “THAC Group (Holdings) Limited” and to adopt “一木集團(控股)有限公司” as the dual foreign name in Chinese of the Company (the “Proposed Change of Company Name”) with effect from the date of the entry of the new English name and the dual foreign name of the Company on the register maintained by the Registrar of Companies in the Cayman Islands and the date of issue of the certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands confirming the new name has been registered, and that any one of the directors or the company secretary of the Company be and is hereby authorized to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By order of the Board

Classified Group (Holdings) Limited

KWOK Chun Kwan

Chairman and Executive Director

Hong Kong, 24 November 2025

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NOTICE OF EGM

Notes:

1. Any member entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the meeting of the Company. A proxy need not be a member of the Company but must be present in person in the EGM to represent the member.

Completion and return of the form of proxy will not preclude a member of the Company from attending the EGM and voting in person should he so wish. In such event, his form of proxy will be deemed to have been revoked.

1. Where there are joint registered holders of any share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM, the vote of the senior who tenders a vote, whether personally or by proxy, will 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 of the Company in respect of the joint holding.

2. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, not later than 48 hours before the time appointed for holding the EGM or any adjournment or postponement thereof.

3. The register of members of the Company will be closed from Tuesday, 9 December 2025 to Friday, 12 December 2025, both days inclusive, during which period no transfer of shares can be registered. The record date of the EGM is Friday, 12 December 2025 and in order to be eligible to attend and vote at the EGM, all transfers of shares, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Monday, 8 December 2025.

4. Members of the Company or their proxies or their corporate representatives shall produce documents of their proof of identity when attending the EGM.

5. If Typhoon Signal No. 8 or above, or an announcement of "extreme conditions" by the Government of Hong Kong in accordance with the revised "Code of Practice in Times of Typhoon and Rainstorms" issued by the Hong Kong Labour Department in June 2019 or a "black" rainstorm warning is in effect in Hong Kong any time after 6:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will publish an announcement on the website of Company at www.classifiedgroup.com.hk and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the rescheduled meeting.

As at the date of this notice, the Chairman and Executive Director is Mr. KWOK Chun Kwan and the Executive Directors are Mr. CHAN Benson and Ms. HO Helen Kayee; and the Independent Non-executive Directors are Mr. WONG Ho Shing Samson, Ms. CHAN Sheung Yu and Mr. LAU Kelly.

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