Bexcellent Group Holdings LimitedHKEX: 1775

(1) Proposed re-election of directors; (2) proposed general mandates to issue and repurchase shares; and (3) notice of annual general meeting

· Issued by BExcellent Group Holdings Limited
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 BExcellent Group Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, 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.

BEXCELLENT GROUP HOLDINGS LIMITED 精 英 匯 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1775)
  1. PROPOSED RE-ELECTION OF DIRECTORS;
  2. PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND
  3. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Shop 3019, L3, D PARK, 398 Castle Peak Road, Tsuen Wan, Hong Kong on 19 December 2025 (Friday) at 10:30 a.m. is set out on pages AGM-1 to AGM-4 of this circular.

A form of proxy for the AGM (or any adjournment thereof) of the Company is also enclosed. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, 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 time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

17 November 2025

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Appendix I - Details of the Directors Proposed to be Re-elected at the AGM . 7 Appendix II - Explanatory Statement for the Repurchase Mandate . . . . . . . . . . 12 Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AGM-1

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"AGM" the annual general meeting of the Company to be convened and held at Shop 3019, L3, D PARK, 398 Castle Peak Road, Tsuen Wan, Hong Kong on 19 December 2025 (Friday) at 10:30 a.m., to consider and, if appropriate, to approve the resolutions contained in the AGM Notice, or any adjournment thereof

"AGM Notice" the notice convening the AGM dated 17 November 2025 as set out on pages AGM-1 to AGM-4 of this circular

"Articles of Association" the second amended and restated articles of association of the

Company adopted by special resolution passed on 19 December 2023, as may be amended from time to time

"Beacon Enterprise" Beacon Enterprise Limited 遵理企業有限公司, a company

incorporated in the British Virgin Islands with limited liability on 5 March 2015, being the controlling shareholder of the Company as at the Latest Practicable Date

"Board" the board of Directors

"CCASS" the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

"Company" BExcellent Group Holdings Limited 精英匯集團控 股有限公司 (Stock Code: 1775), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

"Companies Ordinance" the Companies Ordinance (Chapter 622 of the Laws of Hong

Kong)

"controlling shareholder(s)" has the same meaning as ascribed to it under the Listing Rules "Director(s)" the director(s) of the Company

"Group" the Company and its subsidiaries as a whole

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Issue Mandate" has the same meaning as defined in the section headed "GENERAL MANDATES TO ISSUE AND REPURCHASE

SHARES" contained in the "Letter from the Board" in this circular

"Latest Practicable Date" 5 November 2025, being the latest practicable date prior to

the printing of this circular for ascertaining certain information contained in this circular

"Listing Date" 13 July 2018 on which the Shares are listed on the Main Board of the Stock Exchange

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Main Board" the stock market (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with GEM of the Stock Exchange

"Memorandum" the second amended and restated memorandum of association of the Company adopted by special resolution passed on 19 December 2023, as may be amended from time to time

"Mr. Chan" Mr. Chan Tsz Ying, Wister (陳子瑛), an executive Director

"Mr. Kwan" Mr. Kwan Chi Hong (關志康), an independent non-executive Director

"Mr. Li" Mr. Li Kai Sing (李啟承), an independent non-executive Director

"Predecessor Companies Ordinance"

the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as in force from time to time before 3 March 2014

"Repurchase Mandate" has the same meaning as defined in the section headed

"GENERAL MANDATES TO ISSUE AND REPURCHASE

SHARES" contained in the "Letter from the Board" in this circular

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

"Share(s)" ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company

"Shareholder(s)" registered holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" The Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission of Hong Kong as amended from time to time

"%" per cent

This circular has been printed in English and Chinese. In the event of any inconsistency, the English text of this circular shall prevail over its Chinese text.

Certain percentage figures set out in this circular have been subject to rounding adjustments.

Accordingly, they may not be an arithmetic sum of such figures.

References to the singular include references to the plural and vice versa and references to one gender include every gender.

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