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

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 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 Yau Lee Holdings Limited you should at once hand this circular with the accompanying form of proxy to the purchaser or other transferee or to the bank stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document 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.* (Stock Code: 406) RE-ELECTION OF RETIRING DIRECTORS; GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING A letter from the Board of Directors (the “Board”) of Yau Lee Holdings Limited (the “Company”) is set out on pages 1 to 8 of this circular.A notice convening the annual general meeting (the “AGM”) of the Company to be held at Kerry Hotel Hung Hom Room 3 Level 1 38 Hung Luen Road Hung Hom Bay Kowloon Hong Kong on Thursday 29 August 2024 at 3:30 p.m. is set out on pages 9 to 12 of this circular. If you are not able to attend such meeting you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of such meeting (i.e. no later than 3:30 p.m. on Tuesday 27 August 2024) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so desire.There will be NO distribution of gifts or service of refreshment at the AGM.* For identification purpose only 15 July 2024CONTENTS Page Letter from the Board Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Exercise of the Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Exercise of the Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Voting By Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 – i –LETTER FROM THE BOARD * (Stock Code: 406) Executive Directors: Registered Office: Wong Ip Kuen (Chairman) Clarendon House 2 Church Street Wong Tin Cheung (Vice Chairman) Hamilton HM11 Wong Rosana Wai Man (Deputy Chair) Bermuda Sun Chun Wai Principal Place of Business: Independent Non-Executive Directors: 10th Floor Tower 1 Chan Bernard Charnwut Enterprise Square Wu King Cheong 9 Sheung Yuet Road Yeung Tak Bun Kowloon Bay Yeung Tsun Man Eric Kowloon Hong Kong 15 July 2024 To the shareholders Dear Sir or Madam RE-ELECTION OF RETIRING DIRECTORS; GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION This circular includes information required by The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) to be given to shareholders concerning (1) the re-election of retiring Directors namely Ir. Dr. Wong Tin Cheung Mr. Wu King Cheong and Dr. Yeung Tsun Man Eric (2) the proposed general mandates for the issue of shares and repurchase of fully-paid shares to be granted to the Directors of the Company to be approved by shareholders at the annual general meeting (the “AGM”) of the Company to be held on Thursday 29 August 2024. * For identification purpose only – 1 –LETTER FROM THE BOARD RE-ELECTION OF RETIRING DIRECTORS The Board currently comprises Mr. Wong Ip Kuen (Chairman) Ir. Dr. Wong Tin Cheung (Vice Chairman) Ms. Wong Rosana Wai Man (Deputy Chair) Mr. Sun Chun Wai Mr. Chan Bernard Charnwut Mr. Wu King Cheong Mr. Yeung Tak Bun and Dr. Yeung Tsun Man Eric.Pursuant to Bye-law 84 of the Company at each annual general meeting one-third of the Directors for the time being or if their number is not 3 or a multiple of 3 then the number nearest to one-third shall retire from office by rotation provided that no Director holding office as Chairman shall be subject to retirement by rotation or be taken into account in determining the number of Directors to retire. The Directors to retire shall be those who have been longest in office since their last election. A retiring Director shall be eligible for re-election.In addition in accordance with Code Provision B.2.2 of the Corporate Governance Code as set out in Appendix C1 under the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) every director including those appointed for a specific term should be subject to retirement by rotation at least once every three years.Accordingly Ir. Dr. Wong Tin Cheung Mr. Wu King Cheong and Dr. Yeung Tsun Man Eric shall retire from office by rotation and being eligible for re-election they have offered themselves for re-election at the AGM. The re-election of Director for re-appointment at the forthcoming AGM has been considered by the Nomination Committee of the Company in accordance with the nomination procedures and selection criteria as set out under the nomination policy of the Company (including without limitation skills knowledge and experience time commitment and standing) as well as taking into account the diversity aspects (including without limitation gender age cultural and educational background ethnicity professional experience skills knowledge and length of service) with due regard to the benefits of diversity as set out under the Board diversity policy of the Company. The brief biographies of Ir. Dr. Wong Tin Cheung Mr. Wu King Cheong and Dr. Yeung Tsun Man Eric being the Directors proposed to be re-elected at the AGM are set out below: Ir. Dr. Wong Tin Cheung BBS JP aged 60 is a professional engineer who has over 30 years of building construction experience. He is the Vice Chairman of the Company undertaking the post of Managing Director of Yau Lee Construction Company Limited.Ir. Dr. Wong is responsible for the overall strategy formulation of the Group including overseeing business and technologies development. Ir. Dr. Wong has particular passion for green building technologies Building Information Modeling (BIM) modular and precast construction as well as manufacturing automation. Under his leadership Yau Lee has successfully introduced the first concrete Modular Integrated Construction (MiC) in Hong Kong for a government quarter project. Since 2017 Ir. Dr. Wong has been putting a great deal of effort in developing various robotic and Artificial Intelligence (AI) applications for the construction industry.– 2 –LETTER FROM THE BOARD Ir. Dr. Wong holds a Bachelor Degree of Science in Civil Engineering from the University of Southampton Master Degree of Science (Engineering) in Foundation Engineering from the University of Birmingham Master Degree of Business Administration from the Chinese University of Hong Kong and Bachelor Degree in Religious Studies from the Holy Spirit Seminary College of Theology & Philosophy. He is a Fellow member of the Hong Kong Institution of Engineers the Chartered Institute of Building the Institution of Civil Engineers (United Kingdom) the Hong Kong Institute of Building Information Modelling as well as the Hong Kong Institute of Construction Managers. In October 2020 Ir. Dr. Wong completed his Doctor of Philosophy Degree in City University of Hong Kong. His speciality is adopting AI to optimise energy consumption for large scale central air conditioning system. Ir. Dr. Wong has also been appointed as the Adjunct Professor by the Department of Civil Engineering in the University of Hong Kong.Ir. Dr. Wong is very active in public and community services. Currently he is the Chairman of the Council of the Hong Kong Metropolitan University the President of the Hong Kong Modular Integrated Construction Manufacturer Association the Chairman of the New Energy Transport Fund Steering Committee the Member of the Energy Advisory Committee the Member of the Green Technology and Finance Development Committee the Member of the Trade and Industry Advisory Board the Member of the Environmental Campaign Committee and the Chairman of the Awards Committee on the Hong Kong Awards for Environmental Excellence. In the past Ir. Dr. Wong served as the Deputy Chairman of Vocational Training Council the Chairman of the Occupational Safety and Health Council the Chairman of the Hong Kong Green Building Council the President of the Hong Kong Construction Association the President of the International Federation of Asian and Western Pacific Contractors’ Associations the Chairman of Pneumoconiosis Compensation Fund Board the Member of Construction Industry Council the Member of the Antiquities Advisory Board the Member of the Advisory Council on the Environment the Member of the Town Planning Board and the Director of the World Green Building Council.Ir. Dr. Wong was awarded the “2001 Hong Kong Outstanding Young Digi Persons Award” and the “Bauhinia Cup Outstanding Entrepreneur Award 2002” presented by the Hong Kong Polytechnic University. In 2009 he was conferred the Honorary Fellow by the Vocational Training Council and the Honorary Fellow by the University of Central Lancashire in recognition of his contributions. In 2022 he was conferred the Honorary Fellow by the Hong Kong Institute of Marketing.Ir. Dr. Wong was a Member of 10th and 11th Guizhou Province Committee of the Chinese People’s Political Consultative Conference and he was appointed Justice of the Peace (J.P.) in 2008 and awarded the Bronze Bauhinia Star (BBS) by the Government of the HKSAR in the year of 2013 for recognition of his outstanding contributions made to Construction Industry.Ir. Dr. Wong is the son of Mr. Wong Ip Kuen and brother of Ms. Wong Rosana Wai Man.– 3 –LETTER FROM THE BOARD Mr. Wu King Cheong aged 72 has been an Independent Non-Executive Director of the Company since 1994. Mr. Wu is a Life Honorary Chairman of the Chinese General Chamber of Commerce the Honorary Permanent President of the Chinese Gold & Silver Exchange Society and the Permanent Honorary President of the Hong Kong Securities Association Limited. He is an Independent Non-Executive Director of Henderson Land Development Company Limited Henderson Investment Limited Miramar Hotel and Investment Company Limited and Hong Kong Ferry (Holdings) Company Limited all of which are companies listed in Hong Kong.Dr. Yeung Tsun Man Eric aged 78 has been an Independent Non-Executive Director of the Company since 1993. Dr. Yeung is Chairman of Perfekta Toys Lda. He holds directorships of companies in Hong Kong Macau and Mainland China which are engaged in electronics respirator trading and agricultural businesses. He was a Standing Committee Member of the National Committee 10th 11th and 12th session of the Chinese People’s Political Consultative Conference the Chairman of Macau Productivity and Technology Transfer Centre and a Member of YPO Gold Organization. He was awarded the Medal of Merit by the Macau Government in 1994 Commander of the Order of Merit by the Government of Portugal in 1998 the Medal of Professional Merit by the Macau SAR Government in 2001 and Gold LotusMedal of Honor by the Macau SAR Government in 2010. He is also listed in “The MarquisWho’s Who in the World” and “The International Who’s Who of Professionals”.Apart from being Independent Non-Executive Directors Mr. Wu and Dr. Yeung do not hold any other positions with the Company or any of its subsidiaries. They receive a fixed annual salary of HK$360000 respectively. Mr. Wu and Dr. Yeung are not entitled to any additional remuneration any bonus payments or any shares option. Mr. Wu and Dr. Yeung do not have any business relationship with any directors senior management or controlling shareholders of the Company nor do they have any material business relationship with the Company or any of its subsidiaries. Mr. Wu and Dr. Yeung do not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.Mr. Wu and Dr. Yeung have served as Independent Non-Executive Directors of the Company for more than nine years. Pursuant to Code Provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules the re-elections of Mr. Wu and Dr. Yeung will be subject to separate resolutions to be approved by the shareholders at the AGM. The Board considers that the appointments of Mr. Wu and Dr. Yeung as Independent Non-Executive Directors are justified due to the following reasons: 1. to the best knowledge of the Directors of the Company Mr. Wu and Dr. Yeung have not relied on the remuneration given by the Company and they are independent of any connected person and substantial shareholder of the Company; 2. the Company believes that Mr. Wu and Dr. Yeung are able to exercise their professional judgment and draw upon their extensive knowledge for the benefit of the Company and its shareholders as a whole in particular the independent shareholders; and 3. both Mr. Wu and Dr. Yeung have confirmed their independence as regards each of the factors set out in Rule 3.13 of the Listing Rules that the Stock Exchange takes into account in assessing the independence of a non-executive director.– 4 –LETTER FROM THE BOARD As far as the Directors are aware and saved as disclosed above there are no other matters which are required to be brought to the attention of the shareholders of the Company and there is no information relating to the above Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.EXERCISE OF THE SHARE ISSUE MANDATE Resolution No. 5(1) set out in the notice of AGM (the “AGM Notice”) dated 15 July 2024 will if passed give a general unconditional mandate (the “Share Issue Mandate”) to the Directors authorising the exercise by the Directors of the powers of the Company to allot additional shares of HK$0.20 each in the capital of the Company (“Shares”). Subject to certain exceptions as set out in the AGM Notice the additional shares allotted shall not in aggregate exceed 20% of the nominal amount of the share capital of the Company in issue at the date of the AGM (i.e. not exceeding 87610720 shares based on the issued share capital of theCompany of 438053600 shares as at 5 July 2024 being the latest practicable date (the “LatestPracticable Date”) prior to the printing of this circular and assuming that such issued share capital remains the same as at the date of passing the resolution) and may be exercised at any time during the Relevant Period (as defined in Resolution No. 5(1) set out in the AGM Notice).EXERCISE OF THE REPURCHASE MANDATE Resolutions Nos. 5(2) and 5(3) set out in the AGM Notice will if passed give a general unconditional mandate (the “Repurchase Mandate”) to the Directors authorising the repurchase by the Company of up to 10% of the fully paid Shares in issue at the date of the AGM at any time during the Relevant Period (as defined in Resolution No. 5(2) set out in the AGM Notice).The Directors believe that these proposals which are similar to those approved by shareholders in previous years will provide the Board with a prudent measure of flexibility for them to act in the Company’s interests. The information set out below constitutes an Explanatory Statement (as set out in Rule 10.06 of the Listing Rules) for the purpose of the Listing Rules: (1) Share Capital Exercise in full of the Repurchase Mandate (on the basis of 438053600 Shares in issue as at the Latest Practicable Date) would result in up to 43805360 Shares being repurchased by the Company during the Relevant Period as defined in Resolution No. 5(2). (2) Reasons for Repurchases The Directors believe that it is in the best interests of the Company and its shareholders to have a general authority from shareholders to enable the Directors to repurchase Shares.Such repurchases may depending on market conditions and funding arrangements at the time lead to an enhancement in the value of the Shares and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.– 5 –LETTER FROM THE BOARD (3) Funding of Repurchases In repurchasing Shares the Company may only apply funds legally available for such purpose in accordance with the laws of Bermuda and the Memorandum of Association and Bye-laws of the Company. Such funds may include profits available for distribution and the proceeds of a fresh issue of Shares made for the purpose of the repurchases.There might be an adverse impact on the working capital requirements or gearing levels of the Company (as compared with the position disclosed in the annual report of the Company for the year ended 31 March 2024 in the event that the Repurchase Mandate is exercised in full at any time during the Relevant Period (as defined in Resolution No. 5(2)). However the Directors do not propose to exercise the Repurchase Mandate to such an extent as would in such circumstances have a material adverse effect on the working capital requirements of the Company or the gearing level which in the opinion of the Directors are from time to time appropriate for the Company. (4) Share Price The highest and lowest prices at which Shares have been traded on the Stock Exchange during each of the previous twelve months from 1 July 2023 were as follow: Traded Market Price Highest Lowest HK$ HK$ 2023 July 1.42 1.35 August 1.42 1.42 September 1.42 1.27 October 1.32 1.04 November 1.16 1.00 December 1.16 1.12 2024 January 1.20 1.10 February 1.59 0.91 March 1.12 1.01 April 1.20 1.00 May 1.24 1.02 June 1.25 1.11 July (up to the Latest Practicable Date) 1.20 1.20 – 6 –LETTER FROM THE BOARD (5) Disclosure of Interests None of the Directors nor to the best of their knowledge having made all reasonable enquiries any of their associates (as defined in the Listing Rules) currently intends to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such Repurchase Mandate is approved by shareholders.The Directors have undertaken to the Stock Exchange that so far as the same may be applicable they will exercise the Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.No connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or have undertaken not to do so in the event that the Repurchase Mandate is approved by shareholders. (6) Codes on Takeovers and Mergers and Share Buy-backs If as a result of a repurchase of Shares by the Company a shareholder’s proportionate interests in the voting rights of the Company increase such increase will be treated as an acquisition for the purpose of the Codes on Takeovers and Mergers and Share Buy-backs (the “Code”). Accordingly a shareholder or a group of shareholders acting in concert could obtain or consolidate control of the Company and depending on the level of increase of the shareholders’ interest may become obliged to make a mandatory offer in accordance with Rule 26 of the Code. All Fine Investment Company Limited and Billion Goal Holdings Limited hold 230679599 Shares and 36963000 Shares respectively representing approximately 61.1% of the issued share capital of the Company as at the Latest Practicable Date. Mr. Wong Ip Kuen a Director of the Company owns the entire issued share capital of All Fine Investment Company Limited and Billion Goal Holdings Limited. The Directors are not aware of any such consequences which would arise under the Code as a consequence of any purchase pursuant to the Repurchase Mandate. In the event that any exercise of the Repurchase Mandate would to the knowledge of the Directors have such a consequence the Directors would not exercise the mandate to such an extent.In addition assuming that the Repurchase Mandate is exercised in full the share capital of the Company in issue will be reduced to 394248240 Shares (on the basis of 438053600 Shares in issue as at the Latest Practicable Date). Mr. Wong Ip Kuen through All Fine Investment Company Limited and Billion Goal Holdings Limited holds 267642599 Shares will representing approximately 67.89% of the issued share capital of the Company after the exercise of the Repurchase Mandate in full. As far as the Directors are aware the full exercise of the Repurchase Mandate will not have any impact on the relevant minimum public shareholding requirements as stipulated in the Listing Rules.– 7 –LETTER FROM THE BOARD (7) Repurchases made by the Company The Company has not repurchased Shares (whether on the Stock Exchange or otherwise) in the six months up to the Latest Practicable Date.VOTING BY POLL Under Rule 13.39(4) of the Listing Rules any vote of shareholders at a general meeting must be taken by poll. Accordingly the resolutions proposed at the AGM will also be taken by poll. A poll results announcement will be made by the Company after the AGM in accordance with Rule 13.39(5) of the Listing Rules.ANNUAL GENERAL MEETING The AGM Notice is set out on pages 9 to 12 of this circular. A form of proxy for use at the AGM is dispatched with this circular. If you do not intend to be present at the AGM you are requested to complete the form of proxy and return it to the Company’s branch share registrar Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the AGM (i.e. no later than 3:30 p.m. on Tuesday 27 August 2024). Completion and deposit of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.RECOMMENDATION The Directors believe that the re-election of the retiring Directors the Share Issue Mandate and the Repurchase Mandate are in the interests of the Company and the shareholders of the Company as a whole. Accordingly the Directors recommend that all shareholders should vote in favour of the relevant Resolutions to be proposed at the AGM.Yours faithfully For and on behalf of the Board Yau Lee Holdings Limited Wong Ip Kuen Chairman – 8 –NOTICE OF ANNUAL GENERAL MEETING * (Stock Code: 406) NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Yau Lee Holdings Limited (the “Company”) will be held at Kerry Hotel Hung Hom Room 3 Level 1 38 Hung Luen Road Hung Hom Bay Kowloon Hong Kong on Thursday 29 August 2024 at 3:30 p.m. for the following purposes: ORDINARY RESOLUTIONS 1. To consider and receive the audited consolidated financial statements Report of the Directors and Independent Auditor’s Report for the year ended 31 March 2024; 2. To declare a final dividend for the year ended 31 March 2024; 3. To re-elect retiring Directors and to authorise the Board of Directors to fix the Directors’ remuneration; 4. To re-appoint Independent Auditor and to authorise the Board of Directors to fix their remuneration; and 5. As special business to consider and if thought fit pass the following Resolutions as Ordinary Resolutions: (Please read Note 6) (1) “THAT:(a) the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to allot issue and deal with additional shares in the capital of the Company including making and granting offers agreements and options which would or might require shares to be allotted issued or dealt with whether during or after the end of the Relevant Period be and is hereby generally and unconditionally approved provided that otherwise than pursuant to a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions 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 any recognised regulatory body or any stock exchange in any territory outside Hong Kong) the additional shares allotted issued or dealt with (including shares agreed conditionally or unconditionally to be allotted issued or dealt with whether pursuant to an option or otherwise) shall not in aggregate exceed 20% of the nominal amount of the share capital of the Company in issue at the date of this Resolution; * For identification purpose only – 9 –NOTICE OF ANNUAL GENERAL MEETING (b) for the purpose of this Resolution: “Relevant Period” means the period from 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 any applicable law of Bermuda or the Bye-laws of the Company to be held; and iii. the revocation or variation of the authority given under this Resolution by way of Ordinary Resolution of the shareholders of the Company in general meeting; and (c) the authority contained in this Resolution shall replace the similar authority granted at the general meeting of the Company held on 21 August 2023.” (2) “THAT:(a) there be granted to the Directors of the Company an unconditional general mandate to repurchase shares in the capital of the Company and that the exercise by the Directors of the Company of all powers of the Company to purchase shares subject to and in accordance with all applicable laws rules and regulations be and is hereby generally and unconditionally approved subject to the following conditions: i. such mandate shall not extend beyond the Relevant Period (as hereinafter defined); ii. such mandate shall authorise the Directors of the Company to procure the Company to repurchase shares at such prices as the Directors of the Company may at their discretion determine; iii. the aggregate nominal amount of the shares repurchased by the Company pursuant to this Resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution; and (b) for the purpose of this Resolution: “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of: i. the conclusion of the next annual general meeting of the Company; – 10 –NOTICE OF ANNUAL GENERAL MEETING ii. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Bermuda or the Bye-laws of the Company to be held; and iii. the revocation or variation of the authority given under this Resolution by way of Ordinary Resolution of the shareholders of the Company in general meeting; and (c) the authority contained in this Resolution shall replace the similar authority granted at the general meeting of the Company held on 21 August 2023.”; and (3) “THAT conditional upon the passing of Resolutions Nos. 5(1) and 5(2) as setout in the AGM Notice the aggregate nominal amount of the shares which are repurchased by the Company pursuant to and in accordance with Resolution No. 5(2) above shall be added to the aggregate nominal amount of the shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to and in accordance withResolution No. 5(1).” By Order of the Board Wong Ip Kuen Chairman Hong Kong 15 July 2024 Registered Office: Principal place of Clarendon House 2 Church Street business in Hong Kong: Hamilton HM11 10th Floor Tower 1 Bermuda Enterprise Square 9 Sheung Yuet Road Kowloon Bay Kowloon Hong Kong – 11 –NOTICE OF ANNUAL GENERAL MEETING Notes: 1. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the Company. 2. To be valid a form of proxy together with the power of attorney or other authority under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Company’s branch share registrar Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong not less than 48 hours before the time appointed for holding the AGM (i.e. no later than 3:30 p.m. on Tuesday 27 August 2024) or any adjournment thereof. 3. The register of members of the Company will be closed from 26 August 2024 (Monday) to 29 August 2024 (Thursday) (both days inclusive) for the purpose of determining the identity of members who are entitled to attend and vote at the AGM. In order to qualify for attendance to the AGM all share transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar Computershare Hong Kong Investor Services Limited at Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong no later than 4:30 p.m. on 23 August 2024 (Friday). 4. The register of members of the Company will be closed from 23 September 2024 (Monday) to 25 September 2024 (Wednesday) (both days inclusive) for the purpose of determining the identity of members who are entitled to the recommended final dividend of HK2.50 cents per share for the year ended 31 March 2024 following the approval at the AGM. In order to qualify for the recommended final dividend all share transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar Computershare Hong Kong Investor Services Limited at Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong no later than 4:30 p.m. on 20 September 2024 (Friday). 5. Ir. Dr. Wong Tin Cheung Mr. Wu King Cheong and Dr. Yeung Tsun Man Eric are retiring Directors eligible for re-election at the AGM. 6. With regard to the Ordinary Resolutions 5(1) and 5(2) approval is being sought from the shareholders for a general mandate to (a) allot shares of the Company and (b) repurchase shares up to the respective 20% and 10% limits. These authorities are sought in order that the Directors might take advantage of any relevant circumstances but the Directors have no immediate plans to issue any new shares of the Company or repurchase any shares of the Company pursuant to such mandates. 7. If a Typhoon Signal No. 8 or above is expected to be hoisted or remains hoisted or a Black Rainstorm Warning Signal is expected to be in force or remains in force at 12:00 noon on the date of AGM the AGM will be postponed. Shareholders will be informed of the date time and venue of the postponed meeting by a supplementary notice posted on the Company’s website (www.yaulee.com) and the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk).Shareholders should make their own decisions as to whether they attend the AGM under bad weather conditions bearing in mind their own situations and if they do so they are advised to exercise care and caution. 8. Members are recommended to read the circular of the Company containing information concerning the Resolutions proposed in this notice.–12–