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.Sunny Side Up Culture Holdings Limited光尚文化控股有限公司 (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 8082) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an annual general meeting (“AGM”) of Sunny Side Up Culture Holdings Limited (the “Company”) will be held at 15th Floor Fun Tower 35 Hung To Road Kwun Tong Kowloon Hong Kong on Wednesday 26 June 2024 at 1:00 p.m. for the following purposes: ORDINARY RESOLUTIONS 1. To receive and consider the audited consolidated financial statements and the reports of the directors (the “Director(s)”) and auditors of the Company for the year ended 31 December 2023. 2. (a) To re-elect Mr. Chong Cho Lam as an executive Director. (b) To re-elect Mr. Siu Hi Lam Alick as an independent non-executive Director (who has served as an independent non-executive Director of the Company for more than 9 years).(c) To authorise the board of Directors to fix the remuneration of the Directors. 3. To appoint Zhonghui Anda CPA Limited as auditors of the Company and authorise the board of Directors to fix their remuneration. 14. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT in accordance with Bye-law 83(2) contained in the bye-laws of the Company:(i) the maximum number of Directors be set at 15; (ii) the Directors be and are hereby authorised at any time or times hereafter (a) to fill any vacancies on the board of Directors and (b) to appoint additional Directors of the Company in each case up to the maximum number determined in sub-paragraph (i) above; and (iii) the authorisation under sub-paragraph (ii) above shall continue in full force and effect unlessand until otherwise determined by the Members of the Company in general meeting.” 5. As special business to consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT:(a) subject to paragraph (c) of this resolution pursuant to the Rules (“GEM Listing Rules”) Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot issue and deal with (otherwise than by way of rights issue or pursuant to the exercise of options granted under any of the Company’s share option schemes or any scrip dividend scheme or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the bye-laws of the Company from time to time) unissued shares of the Company (the “Shares”) and/or to resell or transfer treasury shares of the Company (if permitted under the GEM Listing Rules) and to make or grant offers agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved; (b) the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers agreements and options which might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined); 2(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued by the Directors together with the treasury shares of the Company to be resold or transferred by the Directors pursuant to the approval in paragraph (a) of this resolution otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the grant or exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed the aggregate of: (i) 20% of the total number of the shares of the Company in issue (excluding treasury shares) as at the date of passing this resolution provided that if any subsequent consolidation or subdivision of Shares is effected the maximum amount of Shares that may be issued together with the treasury shares which may be resold or transferred (if permitted under the GEM Listing Rules) pursuant to this resolution as a percentage of the total number of issued Shares (excluding treasury shares) at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and (ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of Shares repurchased by the Company subsequent to the passing of this resolution (up to limit approved by resolution no. 6) and the said approval shall be limited accordingly; and (d) for the purpose of this resolution: “Relevant Period” means the period from the date of passing 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 Companies Act 1981 of Bermuda (as amended) (the “Companies Act”) any other applicable laws of Bermuda or the Bye-laws of the Company to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting for the revocation renewal or variation of the authority given by this resolution. 3“Rights Issue” means an offer of shares in the Company or offer issue or grant of warrants options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares in the Company on the register on a fixed record date in proportion to their then holdings of such Shares (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 or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of or the requirements of any jurisdiction applicable to the Company or any recognized regulatory body or any stockexchange applicable to the Company).” 6. As special business to consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT:(a) subject to paragraph (b) of this resolution the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase ordinary shares in the capital of the Company on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for such purpose and otherwise subject to and in accordance with all applicable laws and requirements of the Securities and Futures Commission the Stock Exchange or any other stock exchanges the Companies Act the bye- laws of the Company and/or all other applicable laws in this regard as amended from time to time be and is hereby generally and unconditionally approved; (b) the aggregate number of Shares which is authorized to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of the Shares in issue (excluding treasury shares) as at the date of passing this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly provided that if any subsequent consolidation or subdivision of Shares is effected the maximum amount of Shares that may be repurchased pursuant to this resolution as a percentage of the total number of issued Shares (excluding treasury shares) at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and 4(c) for the purpose of this resolution: “Relevant Period” means the period from the date of passing 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 other applicable law or the Bye-laws of the Company to be held; and (iii) the passing of an ordinary resolution by the shareholders of the Company in generalmeeting for the revocation or variation of the authority given by this resolution.” 7. As special business to consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT conditional upon resolutions nos. 5 and 6 as set out in the notice convening this meetingduly passed the general mandate granted to the Directors to exercise the powers of the Company to allot issue or deal with Shares and to resell or transfer the treasury shares (if permitted under the GEM Listing Rules) pursuant to resolution no. 5 as set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital which may be allotted issued or dealt with or agreed conditionally or unconditionally to be allotted issued or dealt with together with the treasury shares which may be resold or transferred (if permitted under the GEM Listing Rules) by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 6 as set out in the notice convening this meeting provided that such amount shall not exceed 10% of the total number of theshares of the Company in issue (excluding treasury shares) as at the date of passing this resolution.” By order of the Board Sunny Side Up Culture Holdings Limited Dong Choi Chi Alex Chairman and executive Director Hong Kong 31 May 2024 Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda Head Office and Principal Place of Business: 17th Floor Fun Tower 35 Hung To Road Kwun Tong Kowloon Hong Kong 5Notes: 1. Any member entitled to attend and vote at the AGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. If more than one proxy is so appointed the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. In addition a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise. 2. 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 seal or under the hand of an officer attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed unless the contrary appears that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts. 3. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority shall be delivered to the Hong Kong branch share registrar of the Company Tricor Tengis Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting (i.e. not later than 1:00 p.m.on Monday 24 June 2024 (Hong Kong time)) or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the AGM or any adjournment thereof should he so wish and in such event the instrument appointing a proxy shall be deemed to be revoked. 4. Where there are joint holders of any share any one of such joint holder may vote either in person or by proxy in respect of such share as if he was solely entitled thereto but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding. 5. An explanatory statement regarding the proposal of granting the general mandate to repurchase the Company’s own shares will be despatched to the members of the Company together with this notice. 6. For the purpose of determining shareholders’ entitlement to attend and vote at the annual general meeting the register of members of the Company will be closed from Thursday 20 June 2024 to Wednesday 26 June 2024 (both days inclusive) during which period no transfer of Shares will be registered. In order to qualify for attending at the annual general meeting all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong Tricor Tengis Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not later than 4:30 p.m. on Wednesday 19 June 2024 (Hong Kong time). 67. If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force or “extreme conditions” caused by super typhoons is announced by the Government of Hong Kong at or at any time after 9:00 a.m. on the date of the meeting the meeting will be adjourned. The Company will post an announcement on the HKEXnews website (www.hkexnews.hk) and the website of the Company (www.8082.com.hk) and to notify shareholders of the date time and place of the adjourned meeting.The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations. 8. In case of discrepancy between the English version and the Chinese version of the notice of the AGM the English version shall prevail.As at the date of this announcement the board comprises two executive Directors namely Mr. Dong Choi Chi Alex (chairman) and Mr. Chong Cho Lam (chief executive officer) and three independent non-executive Directors namely Mr. Chan Wai Man Dr. Ip Wai Hung and Mr. Siu Hi Lam Alick. 7