Ulferts International Limited — Proxy Solicitation & Information Statement 2025

Sep 3, 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.

首惠产融

首惠產業金融服務集團有限公司*

CAPITAL INDUSTRIAL FINANCIAL SERVICES GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 730)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Capital Industrial Financial Services Group Limited (the "Company") will be held at 11:00 a.m. on Friday, 26 September 2025 at 4/F, Building 5, Jinankehuan Plaza, Shougang Park Group, Shijingshan District, Beijing, PRC (the "SGM") for the purposes of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT

(a) the supplemental master services agreement (the "Supplemental Master Services Agreement") dated 25 July 2025 entered into between the Company and Shougang Group Co., Ltd. (首鋼集團有限公司) ("Shougang"), a copy of which is tabled at the SGM and marked "A" and initialed by the Chairman of the SGM for identification purpose, pursuant to which, the Company has conditionally agreed to revise the existing annual caps of the 2023 master services agreement dated 28 April 2023 (the "2023 Master Service Agreement") from RMB6,000,000 to RMB15,000,000 be and is hereby approved, ratified and confirmed;

(b) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Supplemental Master Services Agreement."

• For identification purposes only

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1. “THAT

(a) the renewed master services agreement (the “Renewed Master Services Agreement”) dated 25 July 2025 entered into between the Company and Shougang, a copy of which is tabled at the SGM and marked “B” and initialed by the Chairman of the SGM for identification purpose, pursuant to which, Shougang agreed to provide the deposit services (“Deposit Services”), information technology services (“Information Technology Services”), property leasing services (“Property Leasing Services”), management and financial advisory services (“Management and Financial Advisory Services”), financial technical services (“Financial Technical Services”) and other financial services (“Other Financial Services”) to the Group by Shougang or by the Group to Shougang (as the case may be) for a term of three financial years commencing from 1 January 2026 and ending 31 December 2028 be and is hereby approved, ratified and confirmed;

(b) the annual caps for each of the Deposit Services, Information Technology Services, Property Leasing Services, Management and Financial Advisory Services, Financial Technical Services and Other Financial Services to be provided under the Renewed Master Services Agreement as set out in the circular of the Company dated 3 September 2025 be and is hereby approved; and

(c) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Renewed Master Services Agreement.”

1. “THAT

(a) the supplemental master facilities agreement (the “Supplemental Master Facilities Agreement”) dated 25 July 2025 entered into between the Company and Shougang in relation to the 2024 master facilities agreement dated 29 August 2024, a copy of which is tabled at the SGM and marked “C” and initialed by the Chairman of the SGM for identification purpose, pursuant to which, the Company has conditionally agreed to provide or procure its subsidiaries to revise the 2024 Facilities to Shougang Group in an aggregate principal amount of up to from RMB2,262,000,000 to RMB2,543,000,000 (equivalent to approximately HK$2,734,000,000) be and is hereby approved, ratified and confirmed;

(b) the annual caps of the 2024 Credit Finance Facilities to be revised from RMB600,000,000 to RMB1,800,000,000 (equivalent to HK$1,935,000,000) under the Supplemental Master Facilities Agreement as set out in the circular of the Company dated 3 September 2025 be and is hereby approved; and

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(c) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Supplemental Master Facilities Agreement.”

By Order of the Board
Capital Industrial Financial Services Group Limited
Sun Yajie
Chairman

Hong Kong, 3 September 2025

Registered office:
Victoria Place, 5/F
31 Victoria Street
Hamilton HM 10
Bermuda

Head office and Principal place of business in Hong Kong:
Suite 803, 8/F
Harcourt House
39 Gloucester Road
Wanchai
Hong Kong

Notes:

1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of any officer or attorney duly authorised.

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 notarially certified copy of such power or authority, must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as practicable and in any event not less than 48 hours before the time appointed for the holding of the SGM, or any adjourned meeting thereof.

3. The register of members of the Company will be closed from Monday, 22 September 2025 to Friday, 26 September 2025, inclusive, during such period no transfer of shares of the Company will be registered. The record date for determining the entitlement of members of the Company to attend and vote at the SGM is fixed at the close of business on Friday, 26 September 2025. In order to qualify for the entitlement to attend and vote at the SGM, all documents for the transfer of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Friday, 19 September 2025.

4. Completion and return of the form of proxy shall not preclude members of the Company from attending and voting in person at the SGM or at any adjourned meeting thereof should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

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1. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the SGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.

As at the date of this notice, the Board comprises Ms. Sun Yajie (Chairman); Ms. Fu Yao (Managing Director); Mr. Tian Gang (Executive Director); Mr. Huang Donglin (Non-executive Director); Mr. Tam King Ching, Kenny (Independent Non-executive Director); Mr. Ng Man Fung, Walter (Independent Non-executive Director) and Ms. On Danita (Independent Non-executive Director).

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