Xinji Shaxi Group Co., Ltd — Proxy Solicitation & Information Statement 2025

Nov 17, 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.

信基沙溪集团股份有限公司

XINJI SHAXI GROUP CO., LTD

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3603)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Xinji Shaxi Group Co., Ltd (the "Company") will be held at Conference Room, 2nd Floor, Xinjicheng Club, No. 250, Intersection of Nanda Road, Panyu District, Guangzhou, PRC on Friday, 5 December 2025 at 11:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution(s), with or without amendments, as an ordinary resolution:

ORDINARY RESOLUTION

"THAT:

the directors of the Company be and are hereby authorised to appoint a person to bid on behalf of any of the Company's subsidiaries established in the People's Republic of China at any bidding process of the shops located on the land at 101 Yingbin Road, Shangjiao Village, Luopu Street, Panyu District, Guangzhou City, the PRC (中國廣州市番禺區洛浦街上瀲村迎賓路101號) and 2 Shangjiao Street, Panyu District, Guangzhou City, the PRC (中國廣州市番禺區上瀲大街2號) (collectively, the "Properties"), at or above the reserve price but not exceed an amount equivalent to 5% above the valuation of the Properties as assessed by Masterpiece Valuation Advisory Limited and if successful to proceed with the possible lease of the Properties (the "Possible Lease"), and/or to effect the Possible Lease by agreement with the Guangzhou City Panyu District Luopu Street Shangjiao Village Shareholding Economic Cooperatives* (廣州市番禺區洛浦街上瀲村股份合作經濟社), and the directors of the Company be and are hereby authorised to execute all such documents, instruments and agreements and do all such acts, matters and things as they may in their absolute discretion consider necessary, desirable or expedient for the purposes of or in connection with implementing, completing and giving effect to the Possible Lease and the transactions contemplated thereunder as they may in their absolute discretion consider necessary or desirable, with full power to authorise any other person to do so, in the name of and as the act of the Company, during the period of 12 months from the date of passing this resolution."

By order of the Board

Xinji Shaxi Group Co., Ltd

Cheung Hon Chuen

Chairman and executive Director

Guangzhou, the PRC, 17 November 2025

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Registered office:
71 Fort Street
PO Box 500
George Town
Grand Cayman KY1-1106
Cayman Islands

Headquarters and principal place of business in the PRC:
1st Floor, Xinjicheng Club
No. 250, Intersection of Nanda Road
Panyu District, Guangzhou
PRC

Principal place of business in Hong Kong:
Rooms 301-303
3/F, Golden Gate Commercial Building
136-138 Austin Road
Tsim Sha Tsui
Kowloon
Hong Kong

Notes:

1. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or, if he holds two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

2. Where there are joint registered holders of any shares of the Company, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto; but if more than one of such joint persons be present at the meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of such shares of the Company shall alone be entitled to vote in respect thereof.

3. A form of proxy for use at the meeting is enclosed. In order to be valid, the form of proxy together with a 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 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 not less than 48 hours before the time appointed for holding the extraordinary general meeting (i.e not later than 11:30 a.m. on Wednesday, 3 December 2025) or any adjournment thereof. The form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.xjsx.net.cn.

4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the extraordinary general meeting or any adjournment thereof if he/she so wish, and in such event, the authority of the member's proxy shall be deemed to be revoked.

5. For the purpose of determining members who are qualified for attending and voting at the extraordinary general meeting, the register of members of the Company will be closed from Tuesday, 2 December 2025 to Friday, 5 December 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the extraordinary general meeting, all properly completed transfer forms 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 not later than 4:30 p.m. on Monday, 1 December 2025. Members whose names appear on the register of members of the Company on Friday, 5 December 2025 are entitled to attend and vote at the extraordinary general meeting or any adjourned meeting thereof.

6. Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolution(s) set out in this notice will be taken by poll at the above meeting.

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As at the date of this notice, the Board comprises Mr. Cheung Hon Chuen as chairman and executive Director (Mr. Zhang Weiquan as his alternate); Mr. Mei Zuoting (Mr. Mei Jiawei as his alternate) and Mr. Zhang Weixin (Mr. Zhang Jiajian as his alternate) as executive Directors; Mr. Lin Lie, Ms. Wang Yixue and Mr. Zhao Hui as non-executive Directors; and Dr. Zeng Zhaowu, Mr. Tan Michael Zhen Shan and Dr. Zheng Decheng as independent non-executive Directors.

If there is any inconsistency between the Chinese names of entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. The English translation of company names in Chinese or another language which are marked with “” and the Chinese translation of company names in English which are marked with “” is for identification purpose only.

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