NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR RE-ELECTION OF DIRECTORS AND PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

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 Innovax Holdings Limited you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.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.INNOVAX HOLDINGS LIMITED创升控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2680) NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR RE-ELECTION OF DIRECTORS AND PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES A notice convening the AGM of Innovax Holdings Limited to be held at Unit A to C 20/F Neich Tower 128 Gloucester Road Wanchai Hong Kong on Friday 9 August 2024 at 2:00 p.m. is set out on pages 7 to 10 of this circular.Whether or not you are able to attend the AGM you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar and transfer office 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 the AGM (i.e. not later than 2:00 p.m. on Wednesday 7 August 2024) or any adjournment thereof. Completion and return of the form of proxy will not preclude any Shareholders from attending and voting in person at the AGM or any adjournment thereof if they so wish. 26 June 2024CONTENTS Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 APPENDIX I — DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 APPENDIX II — EXPLANATORY STATEMENT ON BUY-BACK MANDATE . . . . . . 13 – i –DEFINITIONS In this circular unless the context otherwise requires the following expressions shall have the following meanings: ‘‘AGM’’ or ‘‘Annual General annual general meeting of the Company to be held at Unit A Meeting’’ to C 20/F Neich Tower 128 Gloucester Road Wanchai Hong Kong on Friday 9 August 2024 at 2:00 p.m. or any adjournment thereof ‘‘Articles of Association’’ the articles of association of the Company ‘‘Board’’ the board of Directors ‘‘BSI’’ Billion Shine International Investment Limited a company incorporated in British Virgin Islands with limited liability on 28 April 2017 ‘‘Buy-back Mandate’’ the general and unconditional mandate proposed to be granted to the Directors to buy back Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of the relevant resolution at the AGM ‘‘Companies Ordinance’’ Companies Ordinance (Chapter 622 of the Laws of Hong Kong) ‘‘Company’’ Innovax Holdings Limited (创升控股有限公司) a company incorporated in Cayman Islands with limited liability on 14 June 2016 the issued Shares of which are listed on the Main Board of the Stock Exchange ‘‘controlling shareholder(s)’’ has the meaning ascribed to it in the Listing Rules ‘‘core connected person(s)’’ has the meaning ascribed to it in the Listing Rules ‘‘Director(s)’’ director(s) of the Company ‘‘General Mandate’’ the general and unconditional mandate proposed to be granted to the Directors to allot issue and deal with additional Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the relevant resolution at the AGM ‘‘Group’’ the Company and its subsidiaries ‘‘HKD’’ or ‘‘HK$’’ Hong Kong dollars the lawful currency of Hong Kong ‘‘Latest Practicable Date’’ 20 June 2024 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein – 1 –DEFINITIONS ‘‘Listing Rules’’ Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ‘‘Nomination Committee’’ the nomination committee of the Board ‘‘Remuneration Committee’’ the remuneration committee of the Board ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ‘‘Share(s)’’ ordinary share(s) of the Company ‘‘Shareholder(s)’’ holder(s) of the Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘substantial shareholder’’ has the meaning ascribed to it in the Listing Rules ‘‘Takeovers Code’’ The Code on Takeovers and Mergers and Share Buy-backs – 2 –LETTER FROM THE BOARD INNOVAX HOLDINGS LIMITED创升控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2680) Executive Directors: Registered office: Mr. Chung Chi Man (Chairman) Cricket Square Mr. Poon Siu Kuen Calvin (Chief Executive Officer) Hutchins Drive P.O. Box 2681 Independent non-executive Directors: Grand Cayman KY1-1111 Dr. Wu Kwun Hing Cayman Islands Mr. Yip Siu Hong Ms. Chan Ka Lai Vanessa Headquarters and Principal place of Business in Hong Kong: Unit A to C 20/F Neich Tower 128 Gloucester Road Wanchai Hong Kong 26 June 2024 Dear Shareholders NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR RE-ELECTION OF DIRECTORS AND PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM relating in particular to (i) the re-election of Directors; and (ii) the grant of the General Mandate and Buy-back Mandate and to provide you with the notice of AGM.– 3 –LETTER FROM THE BOARD PROPOSED RE-ELECTION OF DIRECTORS In accordance with Article 84(1) of the Articles of Association one-third of the Directors for the time being (or if their number is not a multiple of three the number nearest to but not less than one-third) shall retire from office by rotation at the AGM and shall be eligible for re-election. Mr.Yip Siu Hong an independent non-executive Director and Ms. Chan Ka Lai Vanessa an independent non-executive Director will retire by rotation at the AGM and being eligible offered themselves for re-election at the AGM.In accordance with the nomination policy of the Company and the objective criteria (including without limitation gender age ethnicity cultural and educational background professional experiences and knowledge) with due regard for the benefits of diversity as set out under the board diversity policy of the Company the Nomination Committee has reviewed the re-election of the Directors through: (a) evaluating the performance and contribution of the retiring Directors during the last financial year of the Company and the period thereafter up to the date of evaluation; and (b) assessing the independence of Mr. Yip Siu Hong and Ms. Chan Ka Lai Vanessa and considered whether they remained independent and suitable to continue to act in such role.After due evaluation and assessment the Nomination Committee is of the opinion that: (a) the performance of the retiring Directors was satisfactory and contributed effectively to the operation of the Board; and (b) based on the information available to the Nomination Committee and the annual written independence confirmation received from Ms. Chan Ka Lai Vanessa and Mr. Yip Siu Hong the Nomination Committee was satisfied that each of them i. fulfills the requirements of an independent non-executive Director as stipulated under Rule 3.13 of the Listing Rules; and ii. is the person of integrity and independent in character and judgement.Accordingly Nomination Committee has recommended Mr. Yip Siu Hong and Ms. Chan Ka Lai Vanessa for re-election at the AGM.The remuneration of the Directors is determined with reference to their duties responsibilities experience and to the prevailing market conditions. Pursuant to the Article of Association the fees payable to the Directors for their services will from time to time be determined by an ordinary resolution; any Director who holds any executive office or who serves on any committee or who otherwise performs services which in the opinion of the Board are outside the scope of the ordinary duties of a Director may be paid such additional remuneration by way of salary commission or – 4 –LETTER FROM THE BOARD otherwise as the Board may determine. The amount of remuneration paid or payable for the year ended 29 February 2024 to each of the Directors are set out in the Company’s 2023/2024 annual report.Details of the Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.PROPOSED GRANTING OF THE GENERAL MANDATES TO ISSUE AND BUY BACK SHARES At the AGM ordinary resolutions will be proposed to grant to the Directors (1) a general unconditional mandate to buy back Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed not exceeding 10% of the total number of Shares in issue as at the date of passing of the ordinary resolution of the Buy-back Mandate (i.e. a total of 40000000 Shares on the basis that the issued share of the Company (400000000 Shares) remains unchanged on the date of the AGM); (2) a general unconditional mandate to allot issue and deal with additional Shares not exceeding the aggregate of (a) 20% of the total number of Shares in issue as at the date of passing of the ordinary resolution of the General Mandate (i.e. a total of 80000000 Shares on the basis that the issued share of the Company (400000000 Shares) remains unchanged on the date of the AGM) and (b) the aggregate number of Shares bought back by the Company (if any) under the Buy-Back Mandate.The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Buy-back Mandate or issue new Shares pursuant to the General Mandate.An explanatory statement on the Buy-back Mandate as required by the Listing Rules and under the Companies Ordinance is set out in the Appendix II to this circular.AGM The notice of AGM is set out on pages 7 to 10 of this circular.The register of members of the Company will be closed from Tuesday 6 August 2024 to Friday 9 August 2024 (both dates inclusive) for the purpose of determining the entitlements of the Shareholders to attend and vote at the AGM during which period no transfer of Shares will be registered. In order to qualify to attend and vote at the AGM all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office 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 Monday 5 August 2024.A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.innovax.hk). To be valid the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited together with the power of – 5 –LETTER FROM THE BOARD attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s Hong Kong branch share registrar and transfer office 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 the AGM (i.e. not later than 2:00 p.m. on Wednesday 7 August 2024) or at any adjournment thereof. The completion and return of a form of proxy will not preclude you from attending and voting at the AGM in person should you so wish.VOTING 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 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 manner prescribed under Rule 13.39(5) of the Listing Rules. RECOMMENDATION The Board considers that all proposed resolutions set out in the notice of AGM including among others (a) the re-election of Directors and (b) the grant of the General Mandate and the Buy-back Mandate are in the best interests of the Company and the Shareholders as a whole.Accordingly the Board recommends the Shareholders to vote in favour of all resolutions to be proposed at the AGM.GENERAL INFORMATION Your attention is drawn to the additional information set out in the Appendices to this circular.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.By order of the Board Innovax Holdings Limited Chau Lok Yi Company Secretary – 6 –NOTICE OF ANNUAL GENERAL MEETING INNOVAX HOLDINGS LIMITED创升控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2680) NOTICE IS HEREBY GIVEN that the Annual General Meeting of Innovax Holdings Limited (the ‘‘Company’’) will be held at Unit A to C 20/F Neich Tower 128 Gloucester Road Wanchai Hong Kong on Friday 9 August 2024 at 2:00 p.m. for the following purposes: 1. To receive consider and adopt the audited consolidated financial statements and the reports of the Board and auditor for the year ended 29 February 2024. 2(i)(a). To re-elect Mr. Yip Siu Hong as an independent non-executive Director. 2(i)(b). To re-elect Ms. Chan Ka Lai Vanessa as an independent non-executive Director. 2(ii). To authorize the Board of Directors to fix the remuneration of the Directors. 3. To re-appoint BDO Limited as auditor of the Company and to authorise the Board of Directors to fix its remuneration.and to consider and if thought fit pass with or without modification the following resolutions as ordinary resolutions: 4. ‘‘THAT: (a) subject to paragraph (b) of this Resolution the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot issue and deal with additional Shares or securities convertible into Shares or options warrants or similar rights to subscribe for the Shares or such convertible securities and to make or grant offers agreements or options which would or might require the exercise of such powers whether during or after the end of the Relevant Period (as defined below) be and is hereby generally and unconditionally approved; – 7 –NOTICE OF ANNUAL GENERAL MEETING (b) the aggregate number of Shares allotted or agreed to be allotted by the Directors of the Company pursuant to the approval in paragraph (a) of this Resolution other than pursuant to a (i) rights issue (ii) any scrip dividend scheme or similar arrangement providing for the allotment of the Shares in lieu of the whole or part of a dividend on the Shares or (iii) a specific authority granted by the Shareholders in general meeting shall not exceed the aggregate of: (A) 20% of the total number of Shares in issue as at the date of passing of this Resolution; and (B) (if the Directors of the Company are so authorised by a separate ordinary resolution of the Shareholders) the aggregate number of Shares bought back by the Company (if any) under the general mandate to buy back Shares referred to in Resolution numbered 5 below and the said approval shall be limited accordingly; and (c) for the purpose of this Resolution numbered 4 ‘‘Relevant Period’’ means the period from the passing of the resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the end of the period within which the Company is required by the Articles of Association or any applicable laws to hold its next annual general meeting; and (iii) the date on which the mandate is varied or revoked by an ordinary resolution of the Shareholders in a general meeting.(d) for the purpose of this Resolution numbered 4 ‘‘Shares’’ mean ordinary shares of the Company and ‘‘Shareholders’’ mean holders of the Shares.’’ 5. ‘‘THAT: (a) subject to paragraph (b) of this Resolution the exercise by the Directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to buy back the Shares on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the Shares may be listed (and which is recognised by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited for this purpose) be and is hereby generally and unconditionally approved; (b) the maximum number of Shares to be bought back by the Company pursuant to the approval in paragraph (a) shall not exceed in aggregate 10% of the total number of the Shares in issue as at the date of passing of this Resolution and at such price or prices as may be determined by the Directors of the Company provided the – 8 –NOTICE OF ANNUAL GENERAL MEETING purchase price shall not be 5% or more than the average closing market price for the five preceding trading days on which the Shares were traded on the Stock Exchange and otherwise in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and the said approval shall be limited accordingly; and (c) for the purpose of this Resolution numbered 5 ‘‘Relevant Period’’ means the period from the passing of the resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the end of the period within which the Company is required by the Articles of Association or any applicable laws to hold its next annual general meeting; and (iii) the date on which the mandate is varied or revoked by an ordinary resolution of the shareholders of the Company in a general meeting; and (d) for the purpose of this Resolution numbered 5 ‘‘Shares’’ mean ordinary shares of the Company and ‘‘Shareholders’’ mean holders of the Shares.’’ 6. ‘‘THAT: conditional on the passing of Resolutions 4 and 5 the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot issue grant or otherwise deal with additional Shares in the Company pursuant to Resolution 4 be and is hereby extended by the addition thereto of the total number of Shares bought back by the Company under the general mandate granted pursuant to Resolution 5 provided that such number of Shares shall not exceed 10% of the total number of Shares in issue as at the date of passing of Resolutions 4 and 5.’’ By Order of the Board Innovax Holdings Limited Chau Lok Yi Company Secretary Hong Kong 26 June 2024 Notes: 1. In order to determine the eligibility to attend and vote at the above meeting the register of members of the Company will be closed from Tuesday 6 August 2024 to Friday 9 August 2024 (both dates inclusive). To qualify to attend and vote at the meeting all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office 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 Monday 5 August 2024.– 9 –NOTICE OF ANNUAL GENERAL MEETING 2. Any member of the Company entitled to attend and vote at the above meeting (or any adjournment thereof) is entitled to appoint one or more persons as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. 3. In the case of joint registered holders of any shares in the Company any one of such persons may vote at the above meeting either personally or by proxy in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy that one so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof. 4. In order to be valid the completed form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Company’s Hong Kong branch share registrar and transfer office Computershare Hong Kong Investor Services Limited at 17M Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong not less than 48 hours (i.e.Wednesday 7 August 2024 at 2:00 p.m.) before the time appointed for holding the above meeting or adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM and any adjournment thereof if you so wish and if such event the form of proxy will be deemed to be revoked. 5. Shareholders are suggested to telephone the Company’s hotline on (852) 2311 0322 for arrangements of the meeting in the event that a gale warning (tropical cyclone no. 8 or above) or ‘‘extreme conditions’’ caused by super typhoons or black rainstorm warning is hoisted on the day of the meeting.As at the date of this announcement the Board comprises: Mr. Chung Chi Man as the Chairman of the Company and executive Director; Mr. Poon Siu Kuen Calvin as the chief executive officer and executive Director; Dr. Wu Kwun Hing Mr. Yip Siu Hong and Ms. Chan Ka Lai Vanessa as independent non-executive Directors.– 10 –APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION The following are the details of the Directors proposed to be re-elected at the AGM.INDEPENDENT NON-EXECUTIVE DIRECTORS Mr. Yip Siu Hong (叶少康) aged 55 was appointed as an independent non-executive Director on 1 June 2022. He is mainly responsible for supervising and providing independent advice to the Board.Mr. Yip is experienced in business consultancy industry social services and education sectors.Mr. Yip is currently the founding CEO and director of EP Venture Company Limited and Appetizup Company Limited.Mr. Yip graduated from the Chinese University of Hong Kong with a bachelor degree in science in 1991 and obtained a master degree in business administration from the Chinese University of Hong Kong in 2004. He also obtained a master degree of arts in quantitative analysis for business from the City University of Hong Kong in 1998. He was conferred an Honorary Fellow from the City University of Hong Kong in 2011. He was conferred an Honorary Fellow from Lingnan University in October 2021. He was also a torchbearer in the Beijing 2008 Olympic Torch Relay. In 2011 Mr. Yip was awarded the Medal of Honor of Hong Kong.Mr. Yip has entered into letter of appointment with the Company for a fixed term of three years commencing 1 June 2022. Under the terms of service contract Mr. Yip is entitled to an annual director’s fee of HK$120000. Such emoluments are determined by reference to among other things the prevailing market conditions.Save as disclosed above there is no information which is disclosable nor is Mr. Yip involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Yip that need to be brought to the attention of the Shareholders.Ms. CHAN Ka Lai Vanessa (陈嘉丽) aged 50 was appointed as an independent non- executive Director on 24 August 2018. She is mainly responsible for supervising and providing independent advice to the Board.Ms. Chan is a professional accountant with over 26 years of experience in auditing accounting and financial management. Currently Ms. Chan is the operating director of WA C&E Limited which specialises in providing company secretarial business and financial advisory services. She is currently an independent non-executive director of Tycoon Group Holdings Limited a company listed on the Main Board (Stock Code: 3390) LEPU ScienTech Medical Technology (Shanghai) Co. Ltd. a company listed on the Main Board (Stock Code: 2291) and Hollwin Urban Operation Service Group Co. Ltd. (Stock Code: 2529). She worked in China Agri- Industries Holdings Limited a state-owned enterprise previously listed on the Main Board from November 2009 to December 2018 with her last position as the financial controller. Prior to joining China Agri-Industries Holdings Limited she worked as an accounting manager of The Kowloon Motor Bus Co. (1933) Ltd. from August 2005 to February 2008 and worked in KPMG Hong Kong – 11 –APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION from July 1995 to August 2005 with the last position as a senior audit manager. In addition Ms.Chan is the member and Honorary Treasurer of Hong Kong Guide Dogs Association Limited (a registered charity organisation).Ms. Chan obtained a bachelor degree of arts in accountancy from the Hong Kong Polytechnic University in October 1995. She is a fellow member of the Hong Kong Institute of Certified Public Accountants since March 2006 and the Association of Chartered Certified Accountants since October 2006. Ms. Chan is also a member of the Hong Kong Chartered Governance Institute since March 2004 and the Hong Kong Institute of Directors since January 2018.Ms. Chan has entered into letter of appointment with the Company for a fixed term of three years commencing 1 June 2024. Under the terms of service contract Ms. Chan is entitled to an annual director’s fee of HK$120000. Such emoluments are determined by reference to among other things the prevailing market conditions.Save as disclosed above there is no information which is disclosable nor is Ms. Chan involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Chan that need to be brought to the attention of the Shareholders.Both the Board and the Nomination Committee consider the re-election of the above Directors is in the best interests of the Company and the Shareholders as a whole. The proposed re-election of the above Directors will be considered by separate resolutions at the AGM.– 12 –APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE This appendix serves as an explanatory statement as required by the Listing Rules and also as a memorandum of the terms of a proposed buy-back as required by Section 239(2) of the Companies Ordinance to provide information to Shareholders with regard to the Buy-Back Mandate. 1 SHARE CAPITAL As at the Latest Practicable Date the total number of Shares in issue was 400000000 Shares.Subject to the passing of the resolution regarding the Buy-back Mandate and on the basis that the issued share of the Company remains unchanged on the date of AGM the Company would be allowed to buy back a maximum of 40000000 Shares during the period in which the Buy-back Mandate remains in force representing not more than 10% of the total number of Shares in issue as at the date of the AGM. 2 REASONS FOR BUY-BACKS The Directors believe that the ability to buy back Shares is in the interests of the Company and the Shareholders. Buy-backs may depending on the circumstances result in an increase in the net assets value and/or earnings per Share. The Directors have sought the grant of a general mandate to buy back Shares to give the Company the flexibility to do so if and when appropriate.The number of Shares to be bought back on any occasion and the price and other terms upon which the same are bought back will be decided by the Directors at the relevant time having regard to the circumstance then pertaining and will only be made when the Directors believe that such a buy- back will benefit the Company and the Shareholders. 3 FUNDING OF BUY-BACKS In buying back Shares the Company may only apply funds lawfully available for such purpose in accordance with the Articles of Association the Listing Rules and the applicable laws and regulations of Cayman Island and any other applicable laws as the case may be.There could be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 29 February 2024) if the Buy-back Mandate were to be carried out in full at any time during the share buy- back period. However the Directors will not propose to exercise the Buy-back Mandate if in the opinion of the Directors this would in the circumstances have a material adverse effect on the working capital requirements of the Company or the gearing position of the Company. 4 SHARE BUY-BACKS MADE BY THE COMPANY The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.– 13 –APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE 5 SHARE PRICES The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months preceding the Latest Practicable Date are as follows: Price per Share Month Highest Lowest HK$ HK$ June 2023 0.360 0.290 July 2023 0.370 0.300 August 2023 0.360 0.265 September 2023 0.300 0.270 October 2023 0.320 0.290 November 2023 0.350 0.255 December 2023 0.345 0.265 January 2024 0.330 0.300 February 2024 0.330 0.250 March 2024 0.300 0.210 April 2024 0.290 0.201 May 2024 0.325 0.209 June 2024 (up to the Latest Practicable Date) 0.335 0.255 6 GENERAL The Buy-back Mandate will expire upon the earliest of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the end of the period within which the Company is required by the Articles of Association or any applicable laws to hold its next annual general meeting; or (iii) the date on which the Buy-back Mandate is varied or revoked by an ordinary resolution of the Shareholders in a general meeting.None of the Directors nor to the best of their knowledge having made all reasonable enquiries any of their close associates currently intends to in the event that the proposal is approved at the AGM sell any Shares to the Company.The Directors have confirmed that they will exercise the power of the Company to make any buy-backs of Shares pursuant to the Buy-back Mandate in accordance with the Listing Rules and the applicable laws and regulations of Cayman Islands. The Directors have also confirmed that neither the explanatory statement set out in Appendix II to this circular nor the Buy-back Mandate has unusual features.No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he or she has a present intention to sell Shares to the Company or has undertaken not to do so if the Buy-back Mandate is approved at the AGM.– 14 –APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE 7 TAKEOVERS CODE If as a result of any buy-back of Shares a Shareholder’s proportionate interest in the voting rights of the Company is increased such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly a Shareholder or a group of Shareholders acting in concert (with the meaning under the Takeovers Code) depending on the level of such increase could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.As at the Latest Practicable Date the following interests in Shares were recorded in the register of interests in shares and short positions of the Company maintained under Section 336 of the SFO: Percentage of shareholding Percentage of (if the Shares shareholding Buy-back Number of Shares (as at the Latest Mandate is Name of Substantial Shareholder Note held/interested Practicable Date) exercised in full) Chung Chi Man (1) (3) 300400000 75.1% 83.4% BSI (1) 300000000 75% 83.3% Lee Yin Har (2) 300000000 75% 83.3% Notes: (1) Mr. Chung and BSI are the Controlling Shareholders. Mr. Chung owns the entire issued share capital of BSI. By virtue of the SFO Mr. Chung is deemed to be interested in such Shares held by BSI. (2) Ms. Lee Yin Har is the spouse of Mr. Chung. She is deemed or taken to be interested in all Shares in which Mr. Chung is interested in for the purpose of the SFO. (3) On 9 March 2022 Mr. Chung had been granted by the Company 400000 options to purchase shares of the Company. Accordingly Mr. Chung has an additional interests in the underlying shares of the Company pursuant to the share options.Save as aforesaid and based on the information available to the Directors as at the Latest Practicable Date the Directors are not aware of any consequences or implications which may arise under the Takeovers Code as a result of exercising the power to buy back Shares under the Buy-back Mandate. The Directors do not have any present intention to exercise the Buy-back Mandate to such extent as will trigger the Takeovers Code.The Directors do not propose to buy back Shares which would result in the aggregate number of Shares of the Company in issue in public reducing to below the prescribed minimum percentage required by the Stock Exchange.–15–