Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement 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 announcement.SHEUNG YUE GROUP HOLDINGS LIMITED上谕集团控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1633) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Sheung Yue Group Holdings Limited (the “Company”) will be held at Unit 103-105 1/F New East Ocean Centre 9 Science Museum Road Tsim Sha Tsui East Kowloon Hong Kong on Thursday 1 August 2024 at 3:00 p.m. for the following purposes: ORDINARY BUSINESS 1. To receive and adopt the audited consolidated financial statements of the Company the reports of the directors and the independent auditors of the Company for the year ended 31 March 2024. 2. (a) To re-elect Ms. Chan Chin Ying Amanda as executive director of the Company; (b) To re-elect Mr. Cheng Chi Hung as independent non-executive director of the Company; and (c) To authorise the board of directors of the Company to fix the remuneration of directors. 3. To re-appoint Messrs. Elite Partners CPA Limited as auditors of the Company and to authorise the board of directors of the Company to fix the auditors’ remuneration for the ensuing year.SPECIAL BUSINESS 4. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT:(a) subject to paragraph (c) below and the Rules Governing the Listing ofSecurities on The Stock Exchange of Hong Kong Limited (the “StockExchange”) the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot issue and deal with any additional unissued shares or securities in the capital of the Company and/or to sell or transfer treasury shares (has the meaning ascribed thereto under the Listing Rules and as amended from time to time) of the Company (the “treasury shares”) and to make or grant offers and agreements which might require the exercise of such powers be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers and agreements which might require the exercise of such power after the end of the Relevant Period (as hereinafter defined); (c) the total number of Shares or securities allotted issued or dealt with or conditionally or unconditionally agreed to be allotted issued or dealt with (whether pursuant to an option or otherwise) and treasury shares sold or transferred or conditionally or unconditionally agreed to be sold or transferred by the directors of the Company pursuant to the approval in paragraph (a) above otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of the subscription rights attaching to any convertible securities or similar rights which may be issued by the Company from time to time; or (iii) an issue of shares upon the exercise of opt ions which may be granted under any opt ion scheme or s imilar arrangement for the time being adopted or to adopt for the grant or issue to officers employees and/or directors of the Company and/or any of its subsidiaries of shares or rights to acquire shares; or (iv) any scrip dividend scheme or similar arrangement 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; or (v) a specific authority granted by the shareholders of the Company in general meeting shall not exceed 20 per cent (excluding treasury shares if any). of the total number of Shares in issue as at the date of passing of this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of this resolution) and the said approval shall be limited accordingly; and 2(d) for the purposes 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 the articles of association of the Company or any applicable laws to be held; or (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking varying or renewing the authority given to the directors of the Company by this Resolution; and “Rights Issue” means an offer of Shares or issue of options warrants or other securities by way of rights to subscribe for Shares open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company (and where appropriate to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares (or where appropriate such other securities) subject in all cases to such exclusions or other arrangements as the directors of the Company 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 orany stock exchange in any territory applicable to the Company.” 35. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT:(a) subject to paragraph (b) below the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase securities of the Company on the Stock Exchange or any other stock exchange of which the shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose subject to and in accordance with all applicable laws and/or the requirements of the Stock Exchange or of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved; (b) the total number of the Shares repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10 per cent (excluding treasury shares if any). of the total number of shares of the Company in issue as at the date of passing this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares into a larger or smaller number of Shares after the passing of this resolution) and the authority granted pursuant to paragraph (a) above shall be limited accordingly; and (c) for the purposes 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 the articles of association of the Company or any applicable laws to be held; or (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking varying or renewing the authority given tothe directors of the Company by this Resolution.” 46. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT subject to the passing of the Resolutions nos. 4 and 5 set out in the noticeconvening this meeting the general mandate granted to the directors of the Company and for the time being in force to exercise the powers of the Company to allot issue and deal with any unissued Shares or securities pursuant to Resolution no. 4 set out in the notice convening this meeting be and is hereby extended by the addition to the total number of Shares which may be allotted issued or dealt with or agreed conditionally or unconditionally to be allotted issued or dealt with and treasury Shares sold or transferred or agreed conditionally or unconditionally to be sold or transferred by the directors of the Company pursuant to such general mandate of an amount representing the total number of Shares repurchased by the Company under the authority granted pursuant to Resolution no. 5 set out in the notice convening this meeting provided that such extended amount shall not exceed 10 per cent (excluding treasury shares if any). of total number of Shares in issue as at the date of passing of the said Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the Shares intoa larger or smaller number of Shares after the passing of this resolution).” By order of the Board Sheung Yue Group Holdings Limited Chan Lap Wai Gary Chairman Hong Kong 10 July 2024 Headquarter and Principal place of business in Hong Kong: Unit 103-105 1/F New East Ocean Centre 9 Science Museum Road Tsimshatsui East Kowloon Hong Kong Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands 5Notes: (1) A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxy to attend and vote in his stead. A proxy need not be a shareholder of the Company. (2) In order to be valid a proxy form and the power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority must be deposited at the Company’s branch share registrar in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not less than 48 hours before the time appointed for holding the Meeting or the adjourned meeting (as the case may be). (3) Completion and return of the proxy form will not preclude shareholders of the Company from attending and voting in person at the Meeting or any adjourned meeting should they so wish and in such event the form of proxy previously submitted shall be deemed to have revoked. (4) The register of members will be closed from Thursday 25 July 2024 to Thursday 1 August 2024 both days inclusive during which period no transfer of shares will be registered. In order to qualify for attendance of at the meeting all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong no later than 4:30 p.m. on Wednesday 24 July 2024. (5) With regard to Resolution no. 2 in this notice the board of directors of the Company proposes that the retiring directors of the Company namely Ms. Chan Chin Ying Amanda and Mr. Cheng Chi Hung to be re-elected as directors of the Company. Particulars of the said retiring directors of the Company are set out in Appendix II to the circular to the shareholders of the Company dated 10 July 2024. (6) An explanatory statement containing further details regarding Resolution no. 5 as required by the Stock Exchange of the Stock Exchange is set out in Appendix I to the circular to the shareholders of the Company dated 10 July 2024. (7) Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited all votes of shareholders at the Meeting will be taken by poll except where the chairman of the Meeting 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 Company will announce the results of the poll in the matter prescribed under Rule 13.39(5) of the Listing Rules. (8) If Typhoon Signal No. 8 or above or “extreme conditions” caused by super typhoons or a “black” rainstorm warning is in effect any time and remains in force 2 hours before the time of the Meeting the Meeting will be postponed. The Company will post an announcement on the website of Company at http://www.simonandsons.com.hk and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date time and place of the rescheduled meeting.As at the date of this notice the Board comprises Mr. Chan Lap Wai Gary (Chairman) Mr. Chan Lap Chuen Edmond and Ms. Chan Chin Ying Amanda as executive Directors and Mr. Li Hon Hung BBS MH JP Mr. Cheng Chi Hung and Mr. Wong Yip Kong as independent non-executive Directors. 6