Notice of annual general meeting

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.KWUNG’S HOLDINGS LIMITED旷世控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1925) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the annual general meeting of Kwung’s Holdings Limited (the “Company”) (the “AGM”) will be held at 827 Qixiang Road Ningbo City Zhejiang Province PRC on Wednesday 26 June 2024 at 10:00 a.m. for the following purposes: ORDINARY RESOLUTIONS 1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2023 and the reports of the directors (the “Directors”) and independent auditor of the Company for the year ended 31 December 2023. 2. (A) To re-elect Mr. JIN Jianxin as an executive Director. (B) To re-elect Mr. ZHOU Kai as an independent non-executive Director. (C) To authorise the board (the “Board”) of Directors to determine the remuneration of the Directors. 3. To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorise the Board to fix the remuneration of the auditor of the Company.To consider and if thought fit pass with or without amendments the following resolutions as ordinary resolutions of the Company: 4. “THAT:(a) subject to paragraph (c) of this resolution the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to issue allot and deal with additional shares in the share capital of the Company and to make or grant offers agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers agreements and options which might require the exercise of such powers after the end of the Relevant Period; – 1 –(c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; (iii) the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers employees of the Company and/or any of its subsidiaries or other eligible persons of shares or rights to acquire shares in the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of the cash payment for a dividend on shares of the Company in accordance with the articles of association of the Company shall not exceed 20% of the aggregate number of shares of the Company in issue at the date of passing this Resolution and the said approval shall be limited accordingly; and (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 law to be held; and (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.“Rights Issue” means an offer of shares or other securities of the Company open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any recognised regulatory body or any stock exchange in any territory outside the Hong Kong Special Administrative Regionof the People’s Republic of China).”– 2 –5. “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 repurchase shares of the Company subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited be and is hereby generally and unconditionally approved; (b) the aggregate number of shares of the Company which may be purchased pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of passing of this Resolution and the said approval 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 law to be held; and (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company ingeneral meeting.” 6. “THAT conditional upon resolutions (4) and (5) set out above being passed theaggregate number of shares of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in resolution (5) above shall be added to the aggregate number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to theResolution (4) above.” – 3 –SPECIAL RESOLUTION 7. “THAT subject to and conditional upon the approval of the Registrar of Companies inthe Cayman Islands being obtained the English name of the Company be changed from “Kwung’s Holdings Limited” to “Kwung’s Aroma Holdings Limited” and the dual foreign name in Chinese of the Company be changed from “旷世控股有限公司” to “旷世芳香控股有限公司” with effect from the date of issue of the Certificate of Incorporation on Change of Name by the Registrar of Companies in the Cayman Islands (the “Change of Company Name”) and that any one or more of the Directors or the company secretary of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents (whether by hand under seal or as a deed) and make all such arrangements as he/she/they consider necessary desirable or expedient for the purpose of giving effect to the Change of CompanyName.” By order of the Board Kwung’s Holdings Limited JIN Jianxin Chairman and executive Director Hong Kong 24 May 2024 Registered office: 89 Nexus Way Camana Bay Grand Cayman KY1-9009 Cayman Islands Principal place of business in Hong Kong: Unit 1102 11th Floor Brill Plaza No. 84 To Kwa Wan Road To Kwa Wan Kowloon Hong Kong Notes: 1. Any Shareholder entitled to attend and vote at the AGM is entitled to appoint one or if he is holder of more than one Share more proxies to attend and vote instead of him. A proxy need not be a Shareholder of the Company. 2. In order to be valid a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the branch share registrar of the Company 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 AGM (or any adjournment thereof).– 4 –3. Whether or not you are able to attend the AGM in person you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and deposit the same with the Company’s Hong Kong branch share registrar 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 later than 48 hours before the commencement of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish. 4. The register of members of the Company will be closed from Friday 21 June 2024 to Wednesday 26 June 2024 (both days inclusive) during which period no transfer of shares in the Company will be registered for the purpose of determining the identity of the shareholders entitled to attend and vote at the AGM. In order to qualify for attending and voting at the AGM to be held on Wednesday 26 June 2024 all transfers of shares accompanied by the relevant share certificates and transfer forms 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 not later than 11:00 a.m. on Thursday 20 June 2024. 5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation either under its common seal or under the hand of an officer or attorney or other person duly authorised. 6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency the English version shall prevail.As at the date of this Notice the executive Directors are Mr. JIN Jianxin and Mr. TIAN Dong; the non-executive Director is Mr. SHAO Patrick; and the independent non-executive Directors are Mr. LAI Chun Yu Ms. XU Qiong and Mr. ZHOU Kai.–5–