Zall Smart Commerce Group Ltd. (Zall Smart Commerce) has issued its circular for the Annual General Meeting (AGM) scheduled for 28 May 2026 in Wuhan, detailing proposed authorisations, director re-elections and procedural information.

Key Proposals

1. Renewal of Share Issuance Mandate • Directors seek authority to allot, issue or transfer up to 20% of existing issued shares, excluding any treasury shares. • Based on 12.40 billion shares outstanding on 17 April 2026, the mandate would permit issuance of up to 2.48 billion shares. • The mandate will expire at the earlier of the next AGM, any earlier shareholder revocation, or the statutory deadline for holding the next AGM.

2. Renewal of Share Buy-Back Mandate • The Board requests approval to repurchase up to 10% of issued shares, equal to a ceiling of 1.24 billion shares. • Repurchased shares may be cancelled or held as treasury shares, subject to Listing Rules amendments effective 11 June 2024. • The company confirms no current intention to exercise the buy-back mandate immediately and will ensure any repurchases do not reduce public float below 15%.

3. Extension of Issue Mandate • The number of shares bought back under the renewed buy-back mandate can be added to the 20% issuance limit, effectively enlarging the potential issuance headroom by the volume repurchased.

4. Re-election of Directors • Executive Director: Ms Fan Xiaolan (56) stands for re-election; annual remuneration HKD 0.24 million. • Independent Non-Executive Directors: – Mr Cheung Ka Fai (51), serving since 2011; annual remuneration HKD 0.30 million. – Mr Zhu Zhengfu (62), serving since 2017; annual remuneration HKD 0.30 million. • Both independent directors have served over nine years. The Nomination Committee affirms their continued independence and recommends re-election through separate resolutions.

5. Auditor Re-appointment • Re-appointment of Baker Tilly Hong Kong Limited as external auditor for the next fiscal year is proposed.

AGM Logistics

• Date & Time: 28 May 2026, 10:30 a.m. (PRC time). • Venue: Conference Room, Zall International Center, 588 Jianshe Avenue, Wuhan, Hubei. • Record Date & Book Closure: Share transfer registration will be suspended from 22 May 2026 to 28 May 2026 inclusive. Shareholders registered by 4:00 p.m. on 21 May 2026 are entitled to attend and vote. • Voting will be conducted by poll, with results to be published on the Stock Exchange and company websites.

Share Price Context

During the 12-month period to April 2026, Zall Smart Commerce shares traded between HKD 0.085 and HKD 0.350. The April 2026 intramonth range was HKD 0.099–HKD 0.110.

Capital Structure and Control

• Total outstanding shares: 12.40 billion. • Executive Chairman Yan Zhi holds 8.71 billion shares (70.22% stake). Full utilisation of the buy-back mandate would raise his interest to approximately 78.02%, still above the mandatory offer trigger threshold under Hong Kong’s Takeovers Code.

Board Composition (post-AGM if proposals pass)

• Executive Directors: Yan Zhi (Chairman & Co-CEO), Dr Gang Yu, Qi Zhiping (Co-CEO), Yu Wei, Fan Xiaolan. • Independent Non-Executive Directors: Cheung Ka Fai, Wu Ying, Zhu Zhengfu. • The company is seeking an additional independent non-executive director to align with Corporate Governance Code provision B.2.4(b).

Proxy Arrangements

Shareholders unable to attend may submit proxy forms to Union Registrars Limited by 10:30 a.m., 26 May 2026.

The Board recommends shareholders vote in favour of all proposed resolutions at the forthcoming AGM.