Common use of EGM Clause in Contracts

EGM. The Company intends to submit the relevant resolution to the EGM to seek Independent Shareholders’ approval on the proposed annual cap for the year ending December 31, 2024 under the Sourcing Services Agreement – Joyoung. SharkNinja is owned as to over 40% by JS&W, which is owned by certain of our Controlling Shareholders (including ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇ Run and Ms. ▇▇▇▇▇ ▇▇▇▇▇▇▇, each of whom is an executive Director). In addition, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ also indirectly through Sol SPC holds 9.54% of the Shares of the Company. As such, each of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇ Run, Ms. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇&▇, ▇▇▇ SPC and their respective associates will abstain from voting with respect to the relevant resolution at the EGM. As at the date of this announcement, to the best knowledge and belief of the Directors having made all reasonable enquiries, save as disclosed herein, no other Shareholders will be required to abstain from voting in respect of the relevant resolution. An Independent Board Committee, comprising of all of the independent non-executive Directors, will be established to advise the Independent Shareholders in relation to the Sourcing Services Agreement – Joyoung. The Company has appointed Gram Capital to advise the Independent Board Committee and the Independent Shareholders regarding the same matters. A circular containing, among others, (1) details of the Sourcing Services Agreement – ▇▇▇▇▇▇▇; (2) the letter from the Independent Board Committee to the Independent Shareholders; (3) the letter of advice from Gram Capital to the Independent Board Committee and the Independent Shareholders; and (4) a notice convening the EGM is expected to be despatched to the Shareholders on or before April 26, 2024 in compliance with the Listing Rules.

EGM. The Company intends EGM will be held to submit consider and, if thought fit, approve, among other things, the relevant resolution to ordinary resolution(s) in respect of the EGM to seek Independent Shareholders’ approval on Agreement and the proposed annual cap for transactions contemplated thereunder by way of poll. As advised by the year ending December 31Purchaser, 2024 under the Sourcing Services Agreement – Joyoung. SharkNinja is owned as to over 40% by JS&Wits ultimate beneficial owner, which is owned by certain of our Controlling Shareholders (including ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, directly holds 21,980,000 Shares and through Best Contact holds 25,000,000 Convertible Redeemable Preference A Shares (which are convertible into 26,315,791 Shares), representing approximately 2.33% and 2.80% of the issued share capital of the Company respectively as at the date of this announcement, ▇▇. ▇▇ ▇▇▇▇▇▇▇ Run and Ms. his associates will abstain from voting on the ordinary resolution(s) to approve the Agreement and the transactions contemplated thereunder at the EGM. As part of the net proceeds from the Disposal is intended to apply as Preference Shares Dividend; and China Sugar, which is directly wholly-owned by ▇▇. ▇▇▇ ▇▇▇▇▇▇▇, each of whom is an executive Director). In addition, ▇▇. ▇, the son of Mr. ▇▇▇ ▇▇▇▇▇▇ also indirectly through Sol SPC , who is the chairman and the executive Director of the Company, holds 9.54225,000,000 Convertible Redeemable Preference Shares and 5,000,000 Convertible Redeemable Preference A Shares (which are convertible into an aggregate amount of 242,105,263 Shares), representing approximately 25.72% of the Shares issued share capital of the Company. As suchCompany as at the date of this announcement, each of China Sugar and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇ Run, Ms. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇&▇, ▇▇▇ SPC and their respective associates associates, including Mr. ▇▇▇ ▇▇▇▇, will abstain from voting with respect on the ordinary resolution(s) to approve the relevant resolution Agreement and the transactions contemplated thereunder at the EGMEGM if they hold any Shares. As It is confirmed that none of them hold any Shares as at the date of this announcement. The Preference Shares do not carry any voting rights. Accordingly, both Best Contact and China Sugar, as Preference Shares Holders, are not entitled to any voting rights at the EGM. To the best knowledge and belief of the Directors Directors’ knowledge, information and belief, having made all reasonable enquiriesenquires, save as disclosed herein, no other Shareholders will be required to abstain from voting in respect except for the above interests of the relevant resolutionPurchaser, ▇▇. An Independent Board Committee, comprising of all of the independent non-executive Directors, will be established to advise the Independent Shareholders in relation to the Sourcing Services Agreement – Joyoung. The Company has appointed Gram Capital to advise the Independent Board Committee and the Independent Shareholders regarding the same matters. A circular containing, among others, (1) details of the Sourcing Services Agreement – ▇▇ ▇▇▇▇▇▇▇; (2) , Best Contact, China Sugar, ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Mr. ▇▇▇ ▇▇▇▇ and their respective associates, no other Shareholder has a material interest in the letter Disposal or the Preference Shares Dividend and hence no other Shareholder is required to abstain from voting at the Independent Board Committee to EGM. A circular containing, inter alia, further details of the Independent Shareholders; (3) Agreement, the letter of advice from Gram Capital to the Independent Board Committee Disposal and the Independent Shareholders; and (4) a notice convening the EGM is expected to will be despatched dispatched to the Shareholders on or before April 26, 2024 in compliance with the Listing Rules1 December 2014.

EGM. The Company intends An EGM will be convened and held for the Shareholders to submit consider, and if thought fit, approve the relevant resolution Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder, a circular containing, among other things, (i) background and purposes of the establishment of the Fund and the entering into of the Partnership Agreement; (ii) further information in relation to the EGM to seek Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder; (iii) the recommendation from the Independent Shareholders’ approval on Board Committee and the proposed annual cap for the year ending December 31, 2024 under the Sourcing Services Agreement – Joyoung. SharkNinja is owned as to over 40% by JS&W, which is owned by certain of our Controlling Shareholders (including ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇ Run and Ms. ▇▇▇▇▇ recommendation from ▇▇▇▇▇▇▇, each of whom is an executive Director). In addition, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ also indirectly through Sol SPC holds 9.54% of the Shares of the Company. As such, each of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇ Run, Ms. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇&▇, ▇▇▇ SPC and their respective associates will abstain from voting with respect to the relevant resolution at the EGM. As at the date of this announcement, to the best knowledge and belief of the Directors having made all reasonable enquiries, save as disclosed herein, no other Shareholders will be required to abstain from voting in respect of the relevant resolution. An Independent Board Committee, comprising of all of the independent non-executive Directors, will be established to advise the Independent Shareholders in relation to the Sourcing Services Agreement – Joyoung. The Company has appointed Gram Capital to advise the Independent Board Committee and the Independent Shareholders regarding the same matters. A circular containing, among others, (1) details of the Sourcing Services Agreement – ▇▇▇▇▇▇▇; (2) the letter from the Independent Board Committee to the Independent Shareholders; (3) the letter of advice from Gram Capital to the Independent Board Committee and the Independent Shareholders; (iv) the financial information of the Group; (v) the financial information of the Target Group; (vi) the unaudited pro forma financial information of the Enlarged Group; (vii) the management discussion and analysis of the Target Group; (viii) the general information of the Group; and (4ix) a notice for convening the EGM EGM, is expected to be despatched to the Shareholders on or before April 2630 June 2023. ▇▇. ▇▇▇ ▇▇▇▇▇▇, 2024 Parallel World Limited and ▇▇. ▇▇ ▇▇▇▇ are interested in compliance with approximately 22.05%, 6.14% and 6.64%, respectively of the Listing Rulesshares in the Company. For details of their respective shareholdings in the Company, please refer to the Company’s annual report for the year ended 31 December 2022. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for Spriver, ▇▇. ▇▇▇ ▇▇▇▇▇▇, Parallel World Limited and ▇▇. ▇▇ ▇▇▇▇ who will abstain from voting, no Shareholders or any of their respective associates have any material interest in the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder. An Independent Board Committee comprising all independent non-executive Directors has been established to advise the Independent Shareholders in respect of the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder. ▇▇▇▇▇▇▇▇ has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.