Common use of EGM Clause in Contracts

EGM. The EGM will be convened and held by the Company to consider and, if thought fit, approve the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025). The voting at the EGM will be taken by poll. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for Lesso Group Holdings Limited (a substantial Shareholder and a direct wholly-owned subsidiary of China Lesso) which held 109,842,900 Shares, representing approximately 26.11% of issued shares of the Company as at the date of this announcement, will be required to abstain from voting at the EGM, no other Shareholders have a material interest and will be required to abstain from voting at the EGM in respect of the resolutions in relation to the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025). The Independent Board Committee (comprising all the independent non-executive Directors) has been formed to advise the Independent Shareholders on the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as to the voting actions therefor. Euto Capital Partners has been appointed as the independent financial adviser to advise and make recommendations to the Independent Board Committee and the Independent Shareholders on the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as to the voting actions therefor. A circular containing, among others, (i) details of the revision of the Existing 2023 Annual Cap for the Lesso Master Supply Agreement and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025); (ii) a letter from the Independent Board Committee; (iii) a letter from the Independent Financial Adviser; (iv) a notice of the EGM; and (v) other information required under the Listing Rules is expected to be despatched to the Shareholders on or before 17 November 2023, which is within 15 business days after the publication of this announcement. DEFINITIONS Unless otherwise specified, the following terms have the following meanings in this announcement: ‘‘2022 Announcement’’ the announcement of the Company dated 30 December 2022 in connection with, among others, the 2023 Lesso Master Supply Agreement ‘‘2023 Lesso Master Supply Agreement’’ the master supply agreement dated 30 December 2022 and entered into between Guangdong Xingfa and China Lesso in relation to the supply of aluminium profiles and/or panels from Guangdong Xingfa Group to China Lesso Group for a term of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Board’’ the board of Directors ‘‘China Lesso’’ China Lesso Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2128). As at the date of this announcement, China Lesso is interested in approximately 26.11% equity interest of the Company through Lesso Group Holdings Limited, its direct wholly-owned subsidiary ‘‘China Lesso Group’’ China Lesso, its subsidiaries and/or any company in the issued share capital of which China Lesso and/or any of its subsidiaries taken together are directly or indirectly interested so as to exercise or control the exercise of 30% (or such other threshold as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or more of the voting power at general meetings from time to time ‘‘Company’’ Xingfa Aluminium Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) ‘‘Existing 2023 Annual Cap’’ the existing maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 as disclosed in the 2022 Announcement ‘‘Group’’ the Company and its subsidiaries from time to time ‘‘Guangdong Nanhai Nonferrous Metals Market’’ being the unofficial English translation of 南海有色(靈通) ‘‘Guangdong Xingfa’’ 廣東興發鋁業有限公司 (unofficial English translation being Guangdong Xingfa Aluminium Co., Ltd.), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company ‘‘Guangdong Xingfa Group’’ Guangdong Xingfa and its subsidiaries from time to time ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Board Committee’’ an independent committee of the Board (which comprises Xx. XXXX Xx, Xx. XX Xxxx Xxx, Xx. XXX Xxxx Xxxx, Xxxx and Xx. XXX Xxxxxxx, being all the independent non-executive Directors) established to advise the Independent Shareholders with regard to the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Financial Adviser’’ or ‘‘Euto Capital Partners’’ Euto Capital Partners Limited, a licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), and the independent financial adviser appointed for the purpose of advising and making recommendations to the Independent Board Committee and the Independent Shareholders with regard to the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Shareholders’’ the Shareholders, other than Lesso Group Holdings Limited, a substantial Shareholder, who do not have any material interest in the 2023 Lesso Master Supply Agreement and the Supplemental Agreement and the transactions contemplated thereunder ‘‘Jiangxi Jingxing’’ 江西景興鋁模板製造有限公司 (unofficial English translation being Jiangxi Province Jingxing Aluminium Panel Manufacturing Co., Ltd.), a limited liability company established in the PRC and an indirect non-wholly owned subsidiary of China Lesso ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘PRC’’ the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘Proposed New 2023 Annual Cap’’ the proposed revised maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 ‘‘Proposed New Annual Caps’’ collectively, the Proposed New 2023 Annual Cap, and the proposed annual caps for the Year 2024 and Year 2025 in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement (as amended and supplemented by the Supplemental Agreement subject to Independent Shareholders’ approval) ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Share(s)’’ the share(s) of the Company of HK$0.01 each ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental Agreement’’ the supplemental agreement dated 27 October 2023 entered into between Guangdong Xingfa and China Lesso to amend and supplement the 2023 Lesso Master Supply Agreement ‘‘Takeovers Code’’ the Code on Takeovers and Mergers of Hong Kong ‘‘Year 2023’’ a period of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Year 2024’’ the period of one year from 1 January 2024 to 31 December 2024 (both dates inclusive) ‘‘Year 2025’’ the period of one year from 1 January 2025 to 31 December 2025 (both dates inclusive) ‘‘%’’ per cent.

EGM. The Company will convene the EGM at which resolutions will be convened proposed to ratify the Previous Sales Transactions and held by the Company to consider and, if thought fit, approve the Proposed New 2023 Annual Cap Master Sales Agreement and the Supplemental Agreement transactions contemplated thereunder (and including the proposed annual caps for Year 2024 and Year 2025Proposed Annual Caps). The voting In accordance with the Listing Rules, the votes at the EGM will shall be taken by poll. Since COFCO Hong Kong is an associate of COFCO Feed under the Listing Rules, COFCO Hong Kong is treated to have a material interest in the Previous Sales Transactions and the Sales Transactions as contemplated under the Master Sales Agreement. Accordingly, COFCO Hong Kong and its associates are required to abstain from voting for the resolutions to be proposed at the EGM to ratify the Previous Sales Transactions and to approve the Master Sales Agreement and the transactions contemplated thereunder (including the Proposed Annual Caps). To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiriesbelief, save for Lesso Group Holdings Limited (a substantial Shareholder and a direct wholly-owned subsidiary as of China Lesso) which held 109,842,900 Shares, representing approximately 26.11% of issued shares of the Company as at the date of this announcement, will be save for COFCO Hong Kong and its associates, no other Shareholders are required to abstain from voting in respect of any of the resolutions to be proposed at the EGM, no other Shareholders have a material interest and will be required to abstain from voting at the EGM in respect of the resolutions in relation to the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025). The Independent Board Committee (comprising all the independent non-executive Directors) Directors has been formed to advise the Independent Shareholders on the Proposed New 2023 Annual Capterms of the Previous Sales Transactions, the Supplemental Master Sales Agreement (and the proposed annual caps for transactions contemplated thereunder (including the Year 2024 and Year 2025Proposed Annual Caps) and as to the voting actions therefor. Euto Capital Partners an independent financial adviser has been appointed as the independent financial adviser to advise and make recommendations to the Independent Board Committee and the Independent Shareholders on the Proposed New 2023 Annual Capterms of the Previous Sales Transactions, the Supplemental Master Sales Agreement (and the proposed annual caps for transactions contemplated thereunder (including the Year 2024 and Year 2025) and as to the voting actions thereforProposed Annual Caps). A circular containing, among othersamongst other things, (i) details of information on the revision of Previous Sales Transactions, the Existing 2023 Annual Cap for the Lesso Master Supply Sales Agreement and the Supplemental Agreement transactions contemplated thereunder (including the Proposed Annual Caps), and the proposed annual caps for Year 2024 and Year 2025); (ii) a letter letters from the Independent Board Committee; Committee and the independent financial adviser containing their respective opinions on the Previous Sales Transactions, the Master Sales Agreement and the transactions contemplated thereunder (iii) a letter from including the Independent Financial Adviser; (iv) a Proposed Annual Caps), and the notice of the EGM; and (v) other information required under the Listing Rules EGM is expected to be despatched to the Shareholders on or before 17 November 2023, which is within 15 business days after the publication of this announcement. DEFINITIONS Unless otherwise specified, the following terms have the following meanings in this announcement: ‘‘2022 Announcement’’ the announcement of the Company dated 30 December 2022 in connection with, among others, the 2023 Lesso Master Supply Agreement ‘‘2023 Lesso Master Supply Agreement’’ the master supply agreement dated 30 December 2022 and entered into between Guangdong Xingfa and China Lesso in relation to the supply of aluminium profiles and/or panels from Guangdong Xingfa Group to China Lesso Group for a term of one year from no later than 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Board’’ the board of Directors ‘‘China Lesso’’ China Lesso Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2128). As at the date of this announcement, China Lesso is interested in approximately 26.11% equity interest of the Company through Lesso Group Holdings Limited, its direct wholly-owned subsidiary ‘‘China Lesso Group’’ China Lesso, its subsidiaries and/or any company in the issued share capital of which China Lesso and/or any of its subsidiaries taken together are directly or indirectly interested so as to exercise or control the exercise of 30% (or such other threshold as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or more of the voting power at general meetings from time to time ‘‘Company’’ Xingfa Aluminium Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) ‘‘Existing 2023 Annual Cap’’ the existing maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 as disclosed in the 2022 Announcement ‘‘Group’’ the Company and its subsidiaries from time to time ‘‘Guangdong Nanhai Nonferrous Metals Market’’ being the unofficial English translation of 南海有色(靈通) ‘‘Guangdong Xingfa’’ 廣東興發鋁業有限公司 (unofficial English translation being Guangdong Xingfa Aluminium Co., Ltd.), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company ‘‘Guangdong Xingfa Group’’ Guangdong Xingfa and its subsidiaries from time to time ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Board Committee’’ an independent committee of the Board (which comprises Xx. XXXX Xx, Xx. XX Xxxx Xxx, Xx. XXX Xxxx Xxxx, Xxxx and Xx. XXX Xxxxxxx, being all the independent non-executive Directors) established to advise the Independent Shareholders with regard to the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Financial Adviser’’ or ‘‘Euto Capital Partners’’ Euto Capital Partners Limited, a licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), and the independent financial adviser appointed for the purpose of advising and making recommendations to the Independent Board Committee and the Independent Shareholders with regard to the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Shareholders’’ the Shareholders, other than Lesso Group Holdings Limited, a substantial Shareholder, who do not have any material interest in the 2023 Lesso Master Supply Agreement and the Supplemental Agreement and the transactions contemplated thereunder ‘‘Jiangxi Jingxing’’ 江西景興鋁模板製造有限公司 (unofficial English translation being Jiangxi Province Jingxing Aluminium Panel Manufacturing Co., Ltd.), a limited liability company established in the PRC and an indirect non-wholly owned subsidiary of China Lesso ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘PRC’’ the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘Proposed New 2023 Annual Cap’’ the proposed revised maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 ‘‘Proposed New Annual Caps’’ collectively, the Proposed New 2023 Annual Cap, and the proposed annual caps for the Year 2024 and Year 2025 in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement (as amended and supplemented by the Supplemental Agreement subject to Independent Shareholders’ approval) ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Share(s)’’ the share(s) of the Company of HK$0.01 each ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental Agreement’’ the supplemental agreement dated 27 October 2023 entered into between Guangdong Xingfa and China Lesso to amend and supplement the 2023 Lesso Master Supply Agreement ‘‘Takeovers Code’’ the Code on Takeovers and Mergers of Hong Kong ‘‘Year 2023’’ a period of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Year 2024’’ the period of one year from 1 January 2024 to 31 December 2024 (both dates inclusive) ‘‘Year 2025’’ the period of one year from 1 January 2025 to 31 December 2025 (both dates inclusive) ‘‘%’’ per centJune 2011.

EGM. The EGM will be convened and held by to consider, among others, the Company to consider and, if thought fit, approve the Proposed New 2023 Annual Cap Domestic Retail Resources Usage Agreement and the Supplemental Agreement (and transactions contemplated thereunder, including the proposed annual caps for Year 2024 and Year 2025)caps. The voting at the EGM will be taken by poll. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for Lesso Group Holdings Limited (a substantial Shareholder and a direct wholly-owned subsidiary of China Lesso) which held 109,842,900 Shares, representing approximately 26.11% of issued shares of the Company as at the date of this announcement, will be required to abstain from voting at the EGM, no other Shareholders have a material interest and will be required to abstain from voting at the EGM in respect of the resolutions in relation to the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025). ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER The Independent Board Committee (comprising all the independent non-executive Directors) has been formed established to advise the Independent Shareholders on the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as to the voting actions therefor. Euto Opus Capital Partners has been appointed as the independent financial adviser Independent Financial Adviser to advise and make recommendations to the Independent Board Committee and the Independent Shareholders on the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as to the voting actions therefor. A circular containing, among others, (i) details whether the terms of the revision of the Existing 2023 Annual Cap for the Lesso Master Supply Domestic Retail Resources Usage Agreement and the Supplemental Agreement (transactions contemplated thereunder, including the annual caps, are fair and the proposed annual caps for Year 2024 and Year 2025)reasonable; (ii) whether the transactions contemplated under the Domestic Retail Resources Usage Agreement are on normal commercial terms or better and in the ordinary and usual course of business of the Company, and whether they are in the interests of the Company and the Shareholders as a letter from the Independent Board Committeewhole; and (iii) a letter from how to vote on the Independent Financial Adviser; (ivDomestic Retail Resources Usage Agreement and the transactions contemplated thereunder, including the annual caps. DESPATCH OF CIRCULAR Pursuant to Rule 14A.68(11) a notice of the EGM; and (v) other information Listing Rules, the Circular is required under the Listing Rules is expected to be despatched to the Shareholders on or before 17 November 2023, which is within 15 business days after the publication of this announcement, being on or before 27 November 2023. DEFINITIONS Unless otherwise specifiedAs additional time is required by the Company to prepare and finalise certain information to be included in the Circular, it is expected that the following terms have Circular will be despatched to the following meanings in this announcement: ‘‘2022 Announcement’’ Shareholders on or before 11 December 2023. If it is expected that there will be a delay to the announcement despatch of the Company dated 30 December 2022 in connection with, among others, the 2023 Lesso Master Supply Agreement ‘‘2023 Lesso Master Supply Agreement’’ the master supply agreement dated 30 December 2022 and entered into between Guangdong Xingfa and China Lesso in relation to the supply of aluminium profiles and/or panels from Guangdong Xingfa Group to China Lesso Group for a term of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Board’’ the board of Directors ‘‘China Lesso’’ China Lesso Group Holdings LimitedCircular, a company incorporated further announcement will be published in the Cayman Islands accordance with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2128). As at the date of this announcement, China Lesso is interested in approximately 26.11% equity interest of the Company through Lesso Group Holdings Limited, its direct wholly-owned subsidiary ‘‘China Lesso Group’’ China Lesso, its subsidiaries and/or any company in the issued share capital of which China Lesso and/or any of its subsidiaries taken together are directly or indirectly interested so as to exercise or control the exercise of 30% (or such other threshold as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or more of the voting power at general meetings from time to time ‘‘Company’’ Xingfa Aluminium Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ stating the director(s) reason for the delay and the new expected date of despatch of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) ‘‘Existing 2023 Annual Cap’’ the existing maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 as disclosed in the 2022 Announcement ‘‘Group’’ the Company and its subsidiaries from time to time ‘‘Guangdong Nanhai Nonferrous Metals Market’’ being the unofficial English translation of 南海有色(靈通) ‘‘Guangdong Xingfa’’ 廣東興發鋁業有限公司 (unofficial English translation being Guangdong Xingfa Aluminium Co., Ltd.), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company ‘‘Guangdong Xingfa Group’’ Guangdong Xingfa and its subsidiaries from time to time ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Board Committee’’ an independent committee of the Board (which comprises Xx. XXXX Xx, Xx. XX Xxxx Xxx, Xx. XXX Xxxx Xxxx, Xxxx and Xx. XXX Xxxxxxx, being all the independent non-executive Directors) established to advise the Independent Shareholders with regard to the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Financial Adviser’’ or ‘‘Euto Capital Partners’’ Euto Capital Partners Limited, a licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), and the independent financial adviser appointed for the purpose of advising and making recommendations to the Independent Board Committee and the Independent Shareholders with regard to the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Shareholders’’ the Shareholders, other than Lesso Group Holdings Limited, a substantial Shareholder, who do not have any material interest in the 2023 Lesso Master Supply Agreement and the Supplemental Agreement and the transactions contemplated thereunder ‘‘Jiangxi Jingxing’’ 江西景興鋁模板製造有限公司 (unofficial English translation being Jiangxi Province Jingxing Aluminium Panel Manufacturing Co., Ltd.), a limited liability company established in the PRC and an indirect non-wholly owned subsidiary of China Lesso ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘PRC’’ the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘Proposed New 2023 Annual Cap’’ the proposed revised maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 ‘‘Proposed New Annual Caps’’ collectively, the Proposed New 2023 Annual Cap, and the proposed annual caps for the Year 2024 and Year 2025 in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement (as amended and supplemented by the Supplemental Agreement subject to Independent Shareholders’ approval) ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Share(s)’’ the share(s) of the Company of HK$0.01 each ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental Agreement’’ the supplemental agreement dated 27 October 2023 entered into between Guangdong Xingfa and China Lesso to amend and supplement the 2023 Lesso Master Supply Agreement ‘‘Takeovers Code’’ the Code on Takeovers and Mergers of Hong Kong ‘‘Year 2023’’ a period of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Year 2024’’ the period of one year from 1 January 2024 to 31 December 2024 (both dates inclusive) ‘‘Year 2025’’ the period of one year from 1 January 2025 to 31 December 2025 (both dates inclusive) ‘‘%’’ per centCircular.

EGM. The An EGM will be convened and held by for the Company Shareholders to consider andconsider, and if thought fit, approve the Proposed New 2023 Annual Cap Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the Supplemental Agreement transactions contemplated thereunder, a circular containing, among other things, (i) background and purposes of the establishment of the Fund and the proposed entering into of the Partnership Agreement; (ii) further information in relation to the Sale and Purchase Agreement, the Deeds of Amendment, the VIE Agreements, and the transactions contemplated thereunder; (iii) the recommendation from the Independent Board Committee and the recommendation from Xxxxxxxx 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 (ix) a notice for convening the EGM, is expected to be despatched to the Shareholders on or before 30 June 2023. Xx. XXX Xxxxxx, Parallel World Limited and Xx. XX Xxxx are interested in approximately 22.05%, 6.14% and 6.64%, respectively of the shares in the Company. For details of their respective shareholdings in the Company, please refer to the Company’s annual caps report for Year 2024 and Year 2025). The voting at the EGM will be taken by pollyear ended 31 December 2022. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for Lesso Group Holdings Spriver, Xx. XXX Xxxxxx, Parallel World Limited (a substantial Shareholder and a direct wholly-owned subsidiary of China Lesso) which held 109,842,900 Shares, representing approximately 26.11% of issued shares of the Company as at the date of this announcement, Xx. XX Xxxx who will be required to abstain from voting at the EGMvoting, no other Shareholders or any of their respective associates have a any material interest in the Sale and will be required to abstain from voting at Purchase Agreement, the EGM in respect Deeds of Amendment, the resolutions in relation to the Proposed New 2023 Annual Cap VIE Agreements, and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025)transactions contemplated thereunder. The An Independent Board Committee (comprising all the independent non-executive Directors) Directors has been formed established to advise the Independent Shareholders on in respect of the Proposed New 2023 Annual CapSale and Purchase Agreement, the Supplemental Agreement (Deeds of Amendment, the VIE Agreements, and the proposed annual caps for the Year 2024 and Year 2025) and as to the voting actions therefortransactions contemplated thereunder. Euto Capital Partners Xxxxxxxx has been appointed as the independent financial adviser Independent Financial Adviser to advise and make recommendations to the Independent Board Committee and the Independent Shareholders on the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as in this regard. As Completion is subject to the voting actions therefor. A circular containing, among others, (i) details fulfilment of several conditions which are detailed in the revision of section headed “Conditions precedent to the Existing 2023 Annual Cap for the Lesso Master Supply Sale and Purchase Agreement and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025); (ii) a letter from the Independent Board Committee; (iii) a letter from the Independent Financial Adviser; (iv) a notice Deeds of the EGM; and (v) other information required under the Listing Rules is expected to be despatched to the Shareholders on or before 17 November 2023, which is within 15 business days after the publication of this announcement. DEFINITIONS Unless otherwise specified, the following terms have the following meanings Amendment” in this announcement: ‘‘2022 Announcement’’ , and the announcement consummation of the Company dated 30 December 2022 in connection with, among otherssaid agreements are subject to the passing of the resolutions at the EGM, the 2023 Lesso Master Supply Agreement ‘‘2023 Lesso Master Supply Agreement’’ the master supply agreement dated 30 December 2022 Acquisition may or may not proceed. Shareholders and entered into between Guangdong Xingfa and China Lesso potential investors should exercise caution when dealing in relation to the supply of aluminium profiles and/or panels from Guangdong Xingfa Group to China Lesso Group for a term of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Board’’ the board of Directors ‘‘China Lesso’’ China Lesso Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2128). As at the date of this announcement, China Lesso is interested in approximately 26.11% equity interest of the Company through Lesso Group Holdings Limited, its direct wholly-owned subsidiary ‘‘China Lesso Group’’ China Lesso, its subsidiaries and/or any company in the issued share capital of which China Lesso and/or any of its subsidiaries taken together are directly or indirectly interested so as to exercise or control the exercise of 30% (or such other threshold as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or more of the voting power at general meetings from time to time ‘‘Company’’ Xingfa Aluminium Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) ‘‘Existing 2023 Annual Cap’’ the existing maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 as disclosed in the 2022 Announcement ‘‘Group’’ the Company and its subsidiaries from time to time ‘‘Guangdong Nanhai Nonferrous Metals Market’’ being the unofficial English translation of 南海有色(靈通) ‘‘Guangdong Xingfa’’ 廣東興發鋁業有限公司 (unofficial English translation being Guangdong Xingfa Aluminium Co., Ltd.), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company ‘‘Guangdong Xingfa Group’’ Guangdong Xingfa and its subsidiaries from time to time ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Board Committee’’ an independent committee of the Board (which comprises Xx. XXXX Xx, Xx. XX Xxxx Xxx, Xx. XXX Xxxx Xxxx, Xxxx and Xx. XXX Xxxxxxx, being all the independent non-executive Directors) established to advise the Independent Shareholders with regard to the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Financial Adviser’’ or ‘‘Euto Capital Partners’’ Euto Capital Partners Limited, a licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), and the independent financial adviser appointed for the purpose of advising and making recommendations to the Independent Board Committee and the Independent Shareholders with regard to the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Shareholders’’ the Shareholders, other than Lesso Group Holdings Limited, a substantial Shareholder, who do not have any material interest in the 2023 Lesso Master Supply Agreement and the Supplemental Agreement and the transactions contemplated thereunder ‘‘Jiangxi Jingxing’’ 江西景興鋁模板製造有限公司 (unofficial English translation being Jiangxi Province Jingxing Aluminium Panel Manufacturing Co., Ltd.), a limited liability company established in the PRC and an indirect non-wholly owned subsidiary of China Lesso ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘PRC’’ the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘Proposed New 2023 Annual Cap’’ the proposed revised maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 ‘‘Proposed New Annual Caps’’ collectively, the Proposed New 2023 Annual Cap, and the proposed annual caps for the Year 2024 and Year 2025 in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement (as amended and supplemented by the Supplemental Agreement subject to Independent Shareholders’ approval) ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Share(s)’’ the share(s) of the Company of HK$0.01 each ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental Agreement’’ the supplemental agreement dated 27 October 2023 entered into between Guangdong Xingfa and China Lesso to amend and supplement the 2023 Lesso Master Supply Agreement ‘‘Takeovers Code’’ the Code on Takeovers and Mergers of Hong Kong ‘‘Year 2023’’ a period of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Year 2024’’ the period of one year from 1 January 2024 to 31 December 2024 (both dates inclusive) ‘‘Year 2025’’ the period of one year from 1 January 2025 to 31 December 2025 (both dates inclusive) ‘‘%’’ per cent.

EGM. The EGM will be convened and held by at which resolution will be proposed to Independent Shareholders for approving the Company to consider and, if thought fit, approve the Proposed New 2023 Annual Cap Master Supply Agreement and the Supplemental transactions contemplated thereunder. At such meeting, voting on resolutions in respect of the New Master Supply Agreement (and the proposed annual caps for Year 2024 and Year 2025). The voting at the EGM transactions contemplated thereunder will be taken by way of poll. The Independent Board Committee comprising all of the independent non-executive Directors has been established to advise and provide recommendation to the Independent Shareholders on the New Master Supply Agreement and the transactions contemplated thereunder (including the Annual Caps) and to advise the Independent Shareholders on how to vote. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, save for Lesso Group Holdings Limited (as Xx. Xxx Xx, Xx. Xxx Xxxxxx and Xx. Xxxx Xxxxxx, each an executive Director and a substantial Shareholder and a direct wholly-owned subsidiary Shareholder, are the shareholders of China Lesso) which held 109,842,900 Shares, representing approximately 26.11% of issued shares of the Company as at the date of this announcement, will be required to abstain from voting at the EGM, no other Shareholders Xingfa Curtain Wall who have a material interest in the New Master Supply Agreement and the transactions contemplated thereunder, they and their associates will be required to abstain from voting at the EGM in respect of on the resolutions relevant resolution to be put forward to vote at the EGM in relation to approving the Proposed New 2023 Annual Cap Master Supply Agreement and the Supplemental transactions contemplated thereunder. Save as disclosed above, the Directors were not aware of any other Director who had material interests in New Master Supply Agreement (and the proposed annual caps for Year 2024 and Year 2025). The Independent Board Committee (comprising all the independent non-executive Directors) has been formed to advise the Independent Shareholders on the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as to the voting actions therefor. Euto Capital Partners has been appointed as the independent financial adviser to advise and make recommendations to the Independent Board Committee and the Independent Shareholders on the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for the Year 2024 and Year 2025) and as to the voting actions therefortransactions contemplated thereunder. A circular containing, among others, (i) details of the revision of the Existing 2023 Annual Cap for the Lesso New Master Supply Agreement and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025)Annual Caps; (ii) a letter recommendations from the Independent Board CommitteeCommittee in respect of the New Master Supply Agreement and the Annual Caps; (iii) a letter the advice from the Independent Financial AdviserAdviser to the Independent Board Committee and the Independent Shareholders in respect of the New Master Supply Agreement and the Annual Caps; (iv) a notice of convening the EGM; and (v) other information required under the Listing Rules is expected to be despatched to the Shareholders on or before 17 November 2023, which is as soon as practicable within 15 business days after the publication of this announcement. DEFINITIONS Unless otherwise specified, the following terms have the following meanings in this announcement: ‘‘2022 Announcement’’ the announcement of the Company dated 30 December 2022 in connection with, among others, the 2023 Lesso Master Supply Agreement ‘‘2023 Lesso Master Supply Agreement’’ the master supply agreement dated 30 December 2022 and entered into between Guangdong Xingfa and China Lesso in relation to the supply of aluminium profiles and/or panels from Guangdong Xingfa Group to China Lesso Group for a term of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Board’’ the board of Directors ‘‘China Lesso’’ China Lesso Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2128). As at the date of this announcement, China Lesso is interested in approximately 26.11% equity interest of the Company through Lesso Group Holdings Limited, its direct wholly-owned subsidiary ‘‘China Lesso Group’’ China Lesso, its subsidiaries and/or any company in the issued share capital of which China Lesso and/or any of its subsidiaries taken together are directly or indirectly interested so as to exercise or control the exercise of 30% (or such other threshold as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or more of the voting power at general meetings from time to time ‘‘Company’’ Xingfa Aluminium Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) ‘‘Existing 2023 Annual Cap’’ the existing maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 as disclosed in the 2022 Announcement ‘‘Group’’ the Company and its subsidiaries from time to time ‘‘Guangdong Nanhai Nonferrous Metals Market’’ being the unofficial English translation of 南海有色(靈通) ‘‘Guangdong Xingfa’’ 廣東興發鋁業有限公司 (unofficial English translation being Guangdong Xingfa Aluminium Co., Ltd.), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company ‘‘Guangdong Xingfa Group’’ Guangdong Xingfa and its subsidiaries from time to time ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Independent Board Committee’’ an independent committee of the Board (which comprises Xx. XXXX Xx, Xx. XX Xxxx Xxx, Xx. XXX Xxxx Xxxx, Xxxx and Xx. XXX Xxxxxxx, being all the independent non-executive Directors) established to advise the Independent Shareholders with regard to the Proposed New 2023 Annual Cap, the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Financial Adviser’’ or ‘‘Euto Capital Partners’’ Euto Capital Partners Limited, a licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), and the independent financial adviser appointed for the purpose of advising and making recommendations to the Independent Board Committee and the Independent Shareholders with regard to the Proposed New 2023 Annual Cap and the Supplemental Agreement (and the proposed annual caps for Year 2024 and Year 2025) and as to the voting actions therefor ‘‘Independent Shareholders’’ the Shareholders, other than Lesso Group Holdings Limited, a substantial Shareholder, who do not have any material interest in the 2023 Lesso Master Supply Agreement and the Supplemental Agreement and the transactions contemplated thereunder ‘‘Jiangxi Jingxing’’ 江西景興鋁模板製造有限公司 (unofficial English translation being Jiangxi Province Jingxing Aluminium Panel Manufacturing Co., Ltd.), a limited liability company established in the PRC and an indirect non-wholly owned subsidiary of China Lesso ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘PRC’’ the People’s Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘Proposed New 2023 Annual Cap’’ the proposed revised maximum aggregate annual transaction value in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement for the Year 2023 ‘‘Proposed New Annual Caps’’ collectively, the Proposed New 2023 Annual Cap, and the proposed annual caps for the Year 2024 and Year 2025 in respect of the continuing connected transactions contemplated under the 2023 Lesso Master Supply Agreement (as amended and supplemented by the Supplemental Agreement subject to Independent Shareholders’ approval) ‘‘RMB’’ Renminbi, the lawful currency of the PRC ‘‘Share(s)’’ the share(s) of the Company of HK$0.01 each ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supplemental Agreement’’ the supplemental agreement dated 27 October 2023 entered into between Guangdong Xingfa and China Lesso to amend and supplement the 2023 Lesso Master Supply Agreement ‘‘Takeovers Code’’ the Code on Takeovers and Mergers of Hong Kong ‘‘Year 2023’’ a period of one year from 1 January 2023 to 31 December 2023 (both dates inclusive) ‘‘Year 2024’’ the period of one year from 1 January 2024 to 31 December 2024 (both dates inclusive) ‘‘Year 2025’’ the period of one year from 1 January 2025 to 31 December 2025 (both dates inclusive) ‘‘%’’ per cent.