Zensun Enterprises Limited — Proxy Solicitation & Information Statement 2026

Apr 21, 2026

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 Zensun Enterprises Limited 正商實業有限公司 , you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer 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.

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ZENSUN ENTERPRISES LIMITED 正商實業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 185)

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board of Zensun Enterprises Limited 正商實業有限公司 (the “ Company ”) is set out on pages 4 to 9 of this circular.

A notice convening the AGM (as defined herein) to be held at 37th floor, Zensun International Building, Qilihenan Road, Jinshui District, Zhengzhou City, Henan Province, China on Friday, 12 June 2026 at 10:30 a.m. is set out on pages 10 to 14 of this circular. A form of proxy for use at the AGM of the Company is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.zensunenterprises.com). Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same at the share registrar of the Company, Tricor Investor Services Limited, at 17/F Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM (i.e. not later than Wednesday, 10 June 2026 at 10:30 a.m.). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so desire, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

Please note that no refreshment or corporate souvenir will be provided at the AGM.

All times and dates specified herein refer to Hong Kong local times and dates.

22 April 2026

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		10
Appendix I	– Information on Retiring Directors . . . . . . . . . . . . . . . . . .	15
Appendix II	– Explanatory Statement of the Repurchase Mandate . . . .	18

DEFINITIONS

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

• “AGM” the annual general meeting of the Company to be held at 37th floor, Zensun International Building, Qilihenan Road, Jinshui District, Zhengzhou City, Henan Province, China on Friday, 12 June 2026 at 10:30 a.m. or any adjournment thereof

• “AGM Notice” the notice of the AGM set out on pages 10 to 14 in this circular

• “Articles of Association” the articles of association of the Company, as amended from time to time

• “associate(s)” shall have the meaning ascribed to it under the Listing Rules

• “Auditor” the auditors for the time being of the Company

• “Board” the board of Directors

• “Business Day”

• shall have the meaning ascribed to it under the Listing Rules

• “CCASS”

• the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

• “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

• “Company”

• Zensun Enterprises Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 185)

• “connected person(s)”

has the meaning ascribed to it under the Listing Rules

• “Director(s)”

• director(s) of the Company

• “Extension Mandate”

a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate

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DEFINITIONS

• “General Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with additional Shares (including any sale and transfer of treasury shares out of treasury) up to a maximum of 20% of the number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing the relevant resolution at the AGM

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 15 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information for the purpose of inclusion in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• “Main Board”

• the Main Board of the Stock Exchange

• “PRC”

• the People’s Republic of China, which exclude, Hong Kong, Macau Special Administrative Regions and Taiwan for the purpose of this circular

• “Repurchase Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares, the aggregate number of shares of which shall not exceed 10% of the number of issued Shares of the Company (excluding treasury shares, if any) as at the date of passing the relevant resolution at the AGM

• “Retiring Directors”

• the Directors retiring at the AGM and, being eligible, offering themselves for re-election at the AGM in accordance with the Articles of Association and the Listing Rules

• “SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time

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DEFINITIONS

“Share(s)” share(s) in the issued share capital of the Company

• “Shareholder(s)”

holder(s) of Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “substantial shareholder” has the same meaning ascribed to it under the Listing Rules

• “Takeovers Code” The Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission in Hong Kong, as amended from time to time

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

• “%” per cent.

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LETTER FROM THE BOARD

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ZENSUN ENTERPRISES LIMITED 正商實業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 185)

Executive Directors:

Zhang Jingguo (Chairman and Chief Executive Officer) Zhang Guoqiang

Registered and principal office: 24/F., Wyndham Place, 40–44 Wyndham Street, Central, Hong Kong

Non-executive Director: Huang Yanping

Independent non-executive Directors: Liu Da

Ma Yuntao Li Huiqun

22 April 2026

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Company will propose at the AGM resolutions to, inter alia , (1) re-elect the Retiring Directors; and (2) grant the General Mandate (including the Extension Mandate) and Repurchase Mandate to the Directors.

The purpose of this circular is to provide you with further information on the resolutions to be proposed at the AGM and to give you a notice of the AGM at which resolutions will be proposed for your consideration and, if thought fit, approval.

1. RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Articles 24 and 25 of the Articles of Association and code provision B.2.2 of Appendix C1 to the Listing Rules, Ms. Huang Yanping (“ Ms. Huang ”)

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LETTER FROM THE BOARD

and Mr. Ma Yuntao (“ Mr. Ma ”) will retire at the AGM and, being eligible, will offer themselves for re-election at the AGM.

The nomination committee of the Company (“ Nomination Committee ”) has recommended to the Board that the Retiring Directors are eligible for re-election. Information on the Retiring Directors is set out in Appendix I to this circular.

The Nomination Committee had reviewed the overall contribution and services of Ms. Huang and Mr. Ma to the Company. The Nomination Committee also reviewed the letter of confirmation of independence pursuant to Rule 3.13 of the Listing Rules given by Mr. Ma, and was of the view that Mr. Ma met the independence guidelines set out in Rule 3.13 of the Listing Rules.

The Board considered that Ms. Huang and Mr. Ma, with their business and/or professional background, has brought their valuable experience to the Board and, alongside the other independent non-executive Directors, contributed to ensuring that the interests of the Shareholders were taken into account and that relevant issues were subject to objective consideration by the Board.

Based on the board diversity policy and the director nomination policy of the Company, the Nomination Committee considered that Ms. Huang and Mr. Ma could contribute to the diversity of the Board, in particular, with their diverse business and/or professional background. The Board believes that they could make good use of the differences in the talents, skills, knowledge, regional and industry experience, professional experience and cultural background of Ms. Huang and Mr. Ma.

Re-election of an independent non-executive Director who has served for more than nine years

Mr. Ma was appointed as an independent non-executive Director on 27 July 2015 and therefore has served the Company as an independent non-executive Director for more than nine years. Pursuant to the code provision set out in paragraph B.2.3 of Appendix C1 to the Listing Rules, any further appointment of independent non-executive director serving more than nine years should be subject to a separate resolution to be approved by shareholders, stating why the Board or the Nomination Committee believes that the director is still independent and should be re-elected.

With regards to the independence of Mr. Ma, he does not hold any cross-directorships or have any significant links with other Directors through involvement in other companies or bodies so his independent judgment would not be interfered. Mr. Ma has provided a written confirmation based on the independence criteria as set out in Rule 3.13 of the Listing Rules and the Nomination Committee is satisfied that Mr. Ma meets the independence criteria set out in Rule 3.13 of the Listing Rules and is independent. In addition, the Nomination Committee had evaluated his respective performance and was of the view that, notwithstanding Mr. Ma has served as an independent non-executive Director for more than nine years, he has provided valuable contributions to the Company and

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LETTER FROM THE BOARD

has demonstrated his abilities to provide independent, balanced and objective view to the Company’s affairs. In view of the above, the Nomination Committee was of the view that the long service of Mr. Ma would not affect his exercise of independent judgement and was satisfied that Mr. Ma has the required character, integrity and experience to continue to fulfil the role of an independent non-executive Director, and was satisfied with the independence of Mr. Ma despite his years of service as an independent non-executive Director having exceeded nine years.

2. GENERAL MANDATE AND REPURCHASE MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the General Mandate (including the Extension Mandate) and the Repurchase Mandate.

General Mandate

At the AGM, an ordinary resolution will be proposed such that the Directors be given unconditional general mandate (i.e. the General Mandate) to allot, issue and deal with additional (i) Shares (including any sale and transfer of treasury shares out of treasury); (ii) securities convertible into Shares; or (iii) options, warrants or similar rights to subscribe for any Shares or such convertible securities, and to make or grant offers, agreements, options (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) which would or might require such securities to be issued, allotted or disposed of, in exercise of such power, of up to 20% of the number of Shares in issue (excluding treasury shares, if any) as at the date of the resolution granting of the General Mandate.

In addition, subject to the passing of the ordinary resolutions to grant the General Mandate and Repurchase Mandate, a separate ordinary resolution will be further proposed for the Extension Mandate to extend the General Mandate which will authorise the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company had an aggregate of 1,913,386,669 Shares in issue. Subject to the passing of the resolution for the approval of the General Mandate and on the basis that no further Shares will be issued or repurchased between the Latest Practicable Date and the date of the granting of the General Mandate, the Company would be allowed to allot, issue and deal with a maximum of 382,677,333 Shares under the General Mandate.

If the Company conducts a share consolidation or subdivision after the General Mandate is granted, the maximum number of Shares that may be issued under the General Mandate as a percentage of the total number of issued Shares as the date immediately before and after such consolidation or subdivision shall be the same.

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LETTER FROM THE BOARD

Repurchase Mandate

At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange or on another stock exchange recognized for this purpose by the Securities and Futures Commission or the Stock Exchange, of an aggregate amount which shall not exceed 10% of the number of Shares in issue (excluding treasury shares, if any) as at the date of the resolution granting of the Repurchase Mandate.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased between the Latest Practicable Date and the date of the granting of the Repurchase Mandate, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 191,338,666 Shares.

If the Company conducts a share consolidation or subdivision after the Repurchase Mandate is granted, the maximum number of Shares that may be repurchased under the Repurchase Mandate as a percentage of the total number of issued Shares as the date immediately before and after such consolidation or subdivision shall be the same.

The General Mandate (including the Extension Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the Extension Mandate) and the Repurchase Mandate 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 of Association or the Companies Ordinance to be held; or (iii) the revocation or variation of the General Mandate (including the Extension Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

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LETTER FROM THE BOARD

3. ANNUAL GENERAL MEETING

Set out on pages 10 to 14 is a notice convening the AGM for the purposes of considering and, if thought fit, approving, inter alia , the re-election of Retiring Directors, the General Mandate (including the Extension Mandate), and the Repurchase Mandate.

For the purpose of determining Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 8 June 2026 to Friday, 12 June 2026, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for attending and voting at the AGM, all transfers of Shares accompanied by the relevant Share certificates and appropriate transfer forms must be lodged with the office of the Company’s share registrar, 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 Friday, 5 June 2026. The record date for determining the eligibility of the Shareholders for attending and voting at the 2026 AGM is Friday, 12 June 2026.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder has material interest in any resolutions to be proposed at the AGM and accordingly, no Shareholder is required to abstain from voting in the AGM to approve any resolutions.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend the meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible and in any event no later than 48 hours before the time appointed for the time fixed for holding of the meeting (i.e. by 10:30 a.m. on Wednesday, 10 June 2026) or the adjourned meeting thereof as the case may be. Completion and delivery of the proxy form will not preclude you from attending and voting at the meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of 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. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM in accordance with the Articles of Association. The results of the poll shall be deemed to be the resolutions of the general meeting in which the poll was demanded or required and the poll results will be published on the websites of Stock Exchange (www.hkexnews.hk) and the Company (www.zensunenterprises.com) after the AGM.

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LETTER FROM THE BOARD

4. RECOMMENDATIONS

The Directors believe that (1) the re-election of the Retiring Directors; and (2) granting of the General Mandate (including the Extension Mandate) and the Repurchase Mandate; are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of all the resolutions to be proposed at the AGM to give effect to them. If you do not plan to or are not fit to attend the AGM, we encourage you to appoint a proxy to attend and vote on your behalf at the AGM.

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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.

6. GENERAL INFORMATION

Your attention is drawn to the additional information as set out in the appendices to this circular.

7. MISCELLANEOUS

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

Yours faithfully, By Order of the Board Zensun Enterprises Limited Zhang Jingguo Chairman, Executive Director and Chief Executive Officer

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NOTICE OF ANNUAL GENERAL MEETING

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ZENSUN ENTERPRISES LIMITED 正商實業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 185)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Zensun Enterprises Limited (the “ Company ”) will be held at 37th floor, Zensun International Building, Qilihenan Road, Jinshui District, Zhengzhou City, Henan Province, China on Friday, 12 June 2026 at 10:30 a.m. for the following purposes:

ORDINARY BUSINESS

• (1) to receive, consider and adopt the audited consolidated financial statements, the directors’ report and the auditors’ report of the Company and its subsidiaries for the year ended 31 December 2025.

• (2) (a) to re-elect the following retiring directors of the Company (the “ Directors ”) who are standing for re-election at the AGM as separate resolutions:

  • (i) Ms. Huang Yanping as a non-executive Director; and

  • (ii) Mr. Ma Yuntao as an independent non-executive Director.

• (b) to authorise the board of Directors (the “ Board ”) to fix the Directors’ remuneration.

• (3) to re-appoint Prism Hong Kong Limited as the auditors of the Company and to authorise the Board to fix the auditors’ remuneration.

AS ORDINARY RESOLUTIONS

• (4) to, as special business, consider and, if thought fit, pass the following resolution (with or without modifications) as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) below, pursuant to The Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional (i) shares of the Company (“ Shares ”) (including any sale or transfer of

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NOTICE OF ANNUAL GENERAL MEETING

treasury shares (which shall have the meaning ascribed to it under the Listing Rules) out of treasury); (ii) securities convertible into Shares; or (iii) options, warrants or similar rights to subscribe for any Shares or such convertible securities, and to make or grant offers, agreements and options, which would or might require such securities to be issued, allotted or disposed of, in exercise of such powers be and the same is hereby generally and unconditionally approved;

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

• (c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company from time to time; 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 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 options, warrants or similar rights of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

• (aa) 20% of the number of the Shares in issue (excluding treasury shares, if any) on 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 number of Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the total number of Shares in issue (excluding treasury shares, if any) on the date of the passing of this resolution),

and if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be issued under the mandate in paragraph (a) of this resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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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 of the Company, the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the “ Companies Ordinance ”) or any applicable laws 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 holders of Shares on the register of members of the Company 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 recognized regulatory body or any stock exchange outside Hong Kong).”

Any reference to an allotment, issue, grant, offer or disposal of shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.

• (5) to, as special business, consider and, if thought fit, pass the following resolution (with or without modifications) as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of

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NOTICE OF ANNUAL GENERAL MEETING

the Securities and Futures Commission, the Stock Exchange, the Companies Ordinance 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 by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of the passing of this resolution and if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be repurchased under the mandate in paragraph (a) of this resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) 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 of the Company, the Companies Ordinance or any applicable laws 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.”

• (6) to, as special business, consider and, if thought fit, pass the following resolution (with or without modifications) as an ordinary resolution:

• “ THAT conditional upon the passing of resolution nos. 4 and 5 as set out in this notice convening the AGM of which this resolution forms part, the Directors be and are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the number of Shares referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”

By Order of the Board Zensun Enterprises Limited Zhang Jingguo Chairman, Executive Director and Chief Executive Officer

Hong Kong, dated 22 April 2026

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NOTICE OF ANNUAL GENERAL MEETING

Registered office: 24th Floor

Wyndham Place 40–44 Wyndham Street Central Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting (“ Meeting ”) above is entitled to appoint in written form one or, if he/she is the holder of two or more Shares of the Company, more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must 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 an officer or attorney duly authorised, and must be deposited with the Company’s share registrar, 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 fixed for holding of the Meeting (i.e. by 10:30 a.m. on Wednesday, 10 June 2026) or any adjournment thereof.

4. The register of members of the Company will be closed from Monday, 8 June 2026 to Friday, 12 June 2026 (both days inclusive) during which period no transfer of share(s) will be effected. In order to determine the eligibility to attend and vote at the Meeting or any adjourned meeting thereof (as the case may be), all transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the Company’s share registrar, 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 Friday, 5 June 2026. The record date for determining the eligibility of the Shareholders for attending and voting at the 2026 AGM is Friday, 12 June 2026.

5. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. Members and proxies attending the Meeting shall bear their own travel and accommodation expenses.

7. All times and dates specified herein refer to Hong Kong local times and dates.

8. The meeting will be conducted in Chinese and no translation will be provided.

As at the date of this notice, the Board comprises two executive Directors, namely, Mr. Zhang Jingguo and Mr. Zhang Guoqiang; one non-executive Director, namely, Ms. Huang Yanping; and three independent non-executive Directors, namely, Mr. Liu Da, Mr. Ma Yuntao and Dr. Li Huiqun.

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APPENDIX I

INFORMATION ON RETIRING DIRECTORS

The following is the information required to be disclosed by the Listing Rules on the Retiring Directors proposed to be re-elected at the AGM.

Ms. Huang Yanping (“Ms. Huang”) , aged 64, is the non-executive Director since 27 July 2015. Ms. Huang is also a director of certain subsidiaries of the Group. Ms. Huang is the spouse of Mr. Zhang Jingguo, an executive Director.

Ms. Huang has over 25 years’ experiences in the property development and investment industry in the PRC. Ms. Huang has been involved in the development of not less than 36 property development projects in Henan Province, Shandong and Hainan Province in the PRC with a total gross floor area of not less than 14 million sq.m. She is one of the founders of a real estate company which has become one of the top 100 property development companies in the PRC.

Ms.Huang has entered into a service agreement with the Company under which she continued to act as the non-executive Director for a period of three years commencing on 18 October 2024 and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association, unless and until terminated by either party giving to the other not less than 3 months’ notice in writing. Pursuant to such service agreement, Ms. Huang will receive from the Company a service fee of HK$1 per annum.

As at the Latest Practicable Date, Ms. Huang was interested in 1,377,439,892 shares of the Company, which were directly held by Joy Town Inc., which in turn is wholly-owned by Zensun Group Limited. Zensun Group Limited is a wholly-owned subsidiary of Notable Reward Limited, which in turn is wholly-owned by Superior Glory Enterprises Limited.

The entire issued share capital of Superior Glory Enterprises Limited are assets of a discretionary trust established by Ms. Huang as settlor and protector and Vistra Trust (Singapore) Pte Limited as trustee. Save as disclosed herein, Ms. Huang did not have any other interests in the Shares, underlying Shares and debenture of the Company within the meaning of Part XV of the SFO.

Saved as disclosed above, (i) Ms. Huang has confirmed that she does not hold any other directorship in any other listed public companies in Hong Kong or overseas in the last three years or any other major appointments or qualifications; (ii) she does not have any other relationships with other Directors, senior management, substantial shareholders or controlling shareholders of the Company; (iii) there is no other information required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; and (iv) there is no other matter in relation to the standing for re-election as a Director which needs to be brought to the attention of the Shareholders and the Stock Exchange.

Mr. Ma Yuntao (“Mr. Ma”) , aged 46, was appointed as an independent non-executive Director on 27 July 2015 and is also the chairman of the remuneration committee and a member of the audit committee of the Company.

Mr. Ma has been serving at Tian Yuan Law Firm as a registered partner from December 2021 up to now. He served at Jia Yuan Law Firm from July 2010 to November

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APPENDIX I

INFORMATION ON RETIRING DIRECTORS

2021 and at Commerce & Finance Law Offices from July 2002 to June 2010, engaging in securities business as to PRC laws. He acquired qualifications as a practicing solicitor in 2006.

Mr. Ma ran projects including the secondary listing project of New Oriental Education & Technology Group Inc., a company listed on the Stock Exchange (stock code: 9901) which is principally engaged in the private educational services, the privatisation and delisting project of AVIC International Holdings Limited, a company formerly listed on the Stock Exchange (stock code: 0161) which was principally engaged in electronic high-tech, retail and consumer products, international engineering and trade logistics businesses, the initial public offering (“IPO”) project of China Resources Pharmaceutical Group Limited, a company listed on the Stock Exchange (stock code: 3320) which is principally engaged in the research and development, manufacturing, distribution and retail of a broad range of pharmaceutical and healthcare products, privatisation and delisting project of Hunan Nonferrous Metals Company Limited, a company formerly listed on the Stock Exchange (stock code: 2626) which was principally engaged in nonferrous metallic mineral resources mining business, IPO project of Poly Culture Group Corporation Limited, a company listed on the Stock Exchange (stock code: 3636) which is principally engaged in culture industry involving theatre management, artwork auction and investment, IPO project of Kerry Logistics Network Limited, a company listed on the Stock Exchange (stock code: 0636) which is principally engaged in logistics, IPO project of eprint Group Limited, a company listed on the Stock Exchange (stock code: 1884) which is principally engaged in internet printing, spin-off listing in respect of Tonly Electronics Holdings Limited, a company formerly listed on the Stock Exchange (stock code: 1249) which is principally engaged in production of electronics products of TCL Multimedia Technology Holdings Limited, a company listed on the Stock Exchange (stock code: 1070) which is principally engaged in production of electronics products, very substantial acquisition project of China Taiping Insurance Holdings Company Limited, a company listed on the Stock Exchange (stock code: 0966) which is principally engaged in insurance, and IPO (both A share and H share) project of China Aluminium International Engineering Corporation Limited, a company listed on the Stock Exchange (stock code: 2068) and Shanghai Stock Exchange (stock code: 601068) which is principally engaged in nonferrous engineering design and construction.

Mr. Ma was an independent non-executive director of TUS-Pharmaceutical Group Co. Ltd., a listed company on Shenzhen Stock Exchange (stock code: 000590) since 21 May 2020 and retired with effect from the close of its annual general meeting held on 18 May 2023. Mr. Ma is an independent non-executive director of Beijing Infosec Technologies Co. Ltd., a listed company on Shanghai Stock Exchange (stock code: 688201) since 6 December 2023. Since 24 November 2025, Mr. Ma has served as an independent non-executive director of Jiangsu Guotai International Group Co., Ltd., a listed company on Shenzhen Stock Exchange (stock code: 002091).

Mr. Ma has entered into a service agreement with the Company under which he continued to act as an independent non-executive Director for a period of three years commencing on 18 October 2024 and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association, unless and until terminated by either party giving to the other not less than 3

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APPENDIX I

INFORMATION ON RETIRING DIRECTORS

months’ notice in writing. The director’s fee payable to him is fixed at the rate of HK$10,000 per month, payable in arrears at each quarter end which has been determined by the Board with reference to his background, qualifications, experience, level of responsibilities undertaken with the Company and prevailing market conditions. Mr. Ma has confirmed his independency pursuant to Rule 3.13 of the Listing Rules. He has no interest in the Shares, underlying Shares and debentures of the Company and its associated corporation within the meaning of Part XV of the SFO and is not a connected person of the Company as defined in the Listing Rules. He does not hold any other positions in the Group.

Saved as disclosed above, (i) Mr. Ma has confirmed that he does not hold any other directorship in any other listed public companies in Hong Kong or overseas in the last three years or any other major appointments or qualifications; (ii) he does not have any relationships with other Directors, senior management, substantial shareholders or controlling shareholders of the Company; (iii) there is no other information required to the disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; and (iv) there is not other matter in relation to the standing for re-election as a Director which needs to the brought to the attention of the Shareholders and the Stock Exchange.

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APPENDIX II EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

This appendix serves as an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM for granting the Repurchase Mandate to the Directors.

SHAREHOLDERS’ APPROVAL

All proposed repurchases of shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval.

REASONS FOR SHARE REPURCHASE

The Directors believe that it is in the best interests of the Company and Shareholders for the Directors to have general authority from the Shareholders to enable the Company to repurchase Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders are assured that such repurchases of Shares will only be made when the Directors believe that they are appropriate and will benefit the Company and Shareholders as a whole.

SHARE CAPITAL

As at the Latest Practicable Date, the Company had 1,913,386,669 Shares in issue. Subject to the passing of the proposed ordinary resolution approving to grant the Repurchase Mandate to the Directors and on the assumptions that no new Shares are allotted or issued prior to the AGM, the exercise of the Repurchase Mandate in full would enable the Company to repurchase a maximum of 191,338,666 Shares, representing 10% of the Shares in issue (excluding treasury shares, if any) as at the Latest Practicable Date.

If the Company purchases any Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company’s capital management needs at the relevant time any repurchases of Shares are made.

To the extent that any treasury shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company’s own name as treasury shares. These measures may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions; and (iii) take any other appropriate measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.

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APPENDIX II EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

FUNDING OF REPURCHASE

Repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available under the laws of Hong Kong and the Articles of Association for such purpose.

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2025, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

DISCLOSURE OF INTERESTS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell any Shares to the Company.

No core connected person (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell any Shares to the Company nor has undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Repurchase Mandate is approved by Shareholders.

CONFIRMATION OF THE DIRECTORS

The Directors have confirmed that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of Hong Kong.

EFFECT OF THE TAKEOVERS CODE

If on the exercise of the power to repurchase shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Joy Town Inc. (as beneficial owner), Zensun Group Limited, Notable Reward Limited, Superior Glory Enterprises Limited (as interest of controlled corporations), Vistra Trust (Singapore) Pte Limited (as trustee of a discretionary trust set up by Ms. Huang Yanping), Ms. Huang Yanping (settlor and protector of the discretionary trust) and Mr. Zhang Jingguo (as spouse of Ms. Huang Yanping) (“ Controlling Shareholders ”) are beneficially interested in 1,377,439,892 Shares, representing approximately 71.99% of the issued share capital of the Company. In the event that the Directors should exercise the power to repurchase Shares under Repurchase Mandate in full, the Shares held by the Controlling Shareholders would represent approximately 79.99% of the then issued share capital of the Company.

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APPENDIX II EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

Assuming that there is no issue of Shares between the Latest Practicable Date and the date of repurchase, an exercise of the Repurchase Mandate whether in whole would or in part could, result in less than 25% of the issued Shares, being the prescribed minimum percentage, being held by the public as required by the Stock Exchange. The Directors have no intention to exercise the Repurchase Mandate to an extent that the aggregate amount of the share capital of the Company in public hands would be reduced to less than 25% as this may result in a public shareholding of less than such prescribed minimum percentage.

SHARE REPURCHASES BY THE COMPANY

The Company did not repurchase any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Price per Share	Price per Share
	Highest	Lowest
	HK$	HK$
2025
April	0.098	0.062
May	0.098	0.064
June	0.076	0.060
July	0.177	0.064
August	0.177	0.115
September	0.140	0.115
October	0.140	0.072
November	0.151	0.087
December	0.138	0.100
2026
January	0.148	0.103
February	0.130	0.099
March	0.114	0.074
April (up to the Latest Practicable Date)	0.125	0.081

GENERAL

Neither the explanatory statement in this appendix nor the proposed Repurchase Mandate has any unusual features.

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