ZO Future Group — Proxy Solicitation & Information Statement 2025

May 15, 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.

ZO FUTURE GROUP

大豪末來集團

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2309)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of ZO Future Group (the "Company") will be held by way of electronic means on Monday, 2 June 2025 at 4:00 p.m. (the "EGM") to consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. "THAT:

(a) the subscription agreement dated 11 April 2025 (the "Subscription Agreement") (a copy of which is tabled at the EGM and marked "A" and signed by the chairman of the EGM for identification purpose) entered into between the Company (as the issuer) and Ever Depot Limited (the "Subscriber") (as the subscriber), pursuant to which the Company has conditionally agreed to allot and issue and the Subscriber has conditionally agreed to subscribe for (a) 32,258,065 shares of the Company (the "First Tranche Subscription Shares"); and (b) up to such number of shares of the Company (the "Second Tranche Subscription Shares") which (i) together with the shares of the Company (the "Share(s)) held by the Subscriber and any person acting in concert with it, in aggregate represents 29.99% of the issued share capital of the Company as enlarged by the allotment and issue of the First Tranche Subscription Shares and the Second Tranche Subscription Shares pursuant to the Subscription Agreement as at the completion of the subscription of the Second Tranche Subscription Shares; and (ii) in any event not exceeding 37,634,408 Shares, at the subscription price of HK$1.86 per Share be and is hereby approved, confirmed and ratified;

(b) subject to and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") having granted the listing of, and permission to deal in, up to 69,892,473 Shares to be subscribed by the Subscriber pursuant to the Subscription Agreement, the directors of the Company (the "Director(s)") be and are hereby granted with a specific mandate (the "Specific Mandate") which shall entitle the Directors to exercise all the powers of the Company to allot and issue up to 69,892,473 Shares to the Subscriber, on and subject to the terms and conditions of the

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Subscription Agreement, provided that the Specific Mandate shall be in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may be granted from time to time to the Directors prior to the passing of this resolution; and

(c) any one Director or the company secretary of the Company (the “Company Secretary”) be and is hereby authorised to, on behalf of the Company, do all such acts and things, to sign and execute all such documents or agreements or deeds and take all such actions as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Subscription Agreement or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith as are, in the opinion of such Director or the Company Secretary, in the interest of the Company and the shareholders of the Company as a whole.”

By Order of the Board
ZO Future Group
Zhao Wenqing
Chairman

Hong Kong, 16 May 2025

Notes:

(1) Registered shareholders of the Company are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairman of the EGM) for the proxy to receive the login access code to participate online in Vistra eVoting Portal.

Registered shareholders of the Company will be able to attend the EGM online to view the live broadcast, participate in voting, call to raise questions and submit questions in written form via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company.

Non-registered shareholders of the Company whose shares of the Company are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the EGM online to view the live broadcast, participate in voting, call to raise questions and submit questions in written form. In this regard, they should consult directly with their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the “Intermediary”) and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the EGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary. Details regarding the Vistra eVoting Portal including the login details will be emailed to them by the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited.

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(2) For the purpose of ascertaining shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 28 May 2025 to Monday, 2 June 2025 (both days inclusive). In order to be eligible to attend and vote at the EGM, all unregistered holders of the shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company 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 Tuesday, 27 May 2025. Shareholders of the Company whose names are recorded in the register of members of the Company on Monday, 2 June 2025 are entitled to attend and vote at the EGM.

(3) Any shareholder of the Company entitled to attend and vote at the EGM (or any adjournment thereof) is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the EGM (or any adjournment thereof). A proxy needs not be a shareholder of the Company.

(4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be lodged at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company not less than 48 hours before the time appointed for holding the EGM (or any adjournment thereof), and in default the form of proxy shall not be treated as valid. Completion and return of the form of proxy will not preclude members from attending and voting at the EGM (or any adjournment thereof) should they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

(5) As required under the Rules Governing the Listing of Securities on the Stock Exchange, the above resolution will be voted by way of poll.

(6) If tropical cyclone warning No. 8 or above, or a "black rainstorm warning signal" is in effect any time or extreme weather condition is announced after 12:00 n.n. on the date of the EGM, the EGM may be postponed in accordance with the articles of association of the Company. The Company will publish an announcement on the website of the Company at www.zogroup.com.hk and the website of the Stock Exchange at www.hkexnews.hk on the "Latest Company Announcements" page to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

(7) In the event of any inconsistency, the English text of this notice shall prevail over the Chinese text.

(8) As at the date of this notice, the Board comprises seven Directors, Mr. Zhao Wenqing (Chairman), Mr. Huang Dongfeng (Chief Executive Officer), Mr. Yiu Chun Kong and Dr. Guo Honglin as Executive Directors; and Mr. Pun Chi Ping, Ms. Leung Pik Har, Christine and Mr. Yeung Chi Tat as Independent Non-executive Directors.

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