OFA Group Class A Ordinary Shares AGM 2026

Good afternoon. On behalf of our board of directors and our officers and employees, I would like to welcome everyone to the 2026 annual meeting of shareholders of OFA Group, which is being held via live webcast. I'm Larry Wong, Chief Executive Officer, and a member of the board of directors of OFA. I will act as chair of this meeting. Here with me today is Thomas M. Gaffney, our Chief Operating Officer, who will act as the presenter and the secretary of this meeting. Jim Alden, a representative of Broadridge, has been appointed as the Inspector of Election of this meeting. Mr. Gaffney will now take over to cover a few administrative items and lead us through the rest of today's meeting.

Thanks, Larry. Good afternoon, everyone. Welcome to our 2026 annual meeting. Present today in listen-only mode are the members of the board of directors, as well as many of our employees and our outside legal counsel. Shareholders of record on September 17, 2026, are eligible to vote either by proxy or virtually at this meeting. If you have already submitted a proxy to the company and do not wish to change your vote, you do not have to vote again. However, if you are a record holder as of the record date and have not submitted a proxy, or if you desire to change your vote, you may do so now online by clicking on the Vote Here button in the middle of your virtual shareholder meeting screen. We will now move forward to conduct the business of today's meeting.

The first part of the meeting will be to conduct business of the 2026 annual meeting of shareholders as set forth in our proxy materials. We will not be taking questions during the formal business part of the meeting. Following the close of the formal portion of the meeting, we will have a question and answer period. We will reserve the right to answer such questions as we deem appropriate. If you wish to submit a question for the Q&A session, please submit your question in writing using the Q&A option on your screen. Please note that various remarks that OFA personnel may make at this meeting about management's future expectations, plans, and prospects for the company constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 and related provisions of the U.S. federal securities laws.

These statements include, without limitation, statements regarding our business plans and strategies or compliance with applicable regulatory requirements and future trends related to our business and the market in which we operate. You are cautioned that actual results may differ materially and adversely from those indicated by those forward-looking statements as a result of various important factors, including those discussed in the Risk Factor section of our most recent annual report on our Form 10-K, which is on file with the SEC, and other filings we may make with the SEC as well as our press releases. In addition, these forward-looking statements represent our management's expectations only as of today. While OFA may elect to update these forward-looking statements, it specifically disclaims any obligation to do so, except as may be required by law.

Any forward-looking statements should not be relied upon as representing our management's estimates or views as of any date subsequent to today. As was mentioned before by Larry, Jim Alden has been duly appointed as Inspector of Election for today's meeting. Prior to the meeting, Jim provided his executed inspector oath, whereby he has been sworn to faithfully perform the duties of Inspector of Election with impartiality according to the best of his ability. The record date for determining the shareholders entitled to notice of and to vote at this meeting was September 17, 2026. I have in my possession a list of shareholders as of the close of business on the record date.

I am also in possession of an affidavit of mailing from Advantage Proxy, attesting that the notice of the annual meeting and proxy materials of our 2026 annual report, Form 10-K, and form proxy card were mailed commencing on or about September 25, 2026, to each shareholder of record at the close of business on the record date. On the record date, there were 6,453,481 Class A ordinary shares and 20 million Class B ordinary shares with each holder of Class A ordinary shares are entitled to one vote per share, and each holder of Class B ordinary shares are entitled to 25 votes per share. For a quorum to be present, at least one-third of the issued and outstanding shares entitled to vote must be present at the meeting in person or represented by proxy. I will now ask our inspector to report on the existence of a quorum.

Mr. Alden, I defer to you.

Thank you. There are represented at this meeting, either in person or by proxy, approximately 501,099,355 ordinary shares of the company.

This constitutes approximately 98.94% of the company's outstanding ordinary shares entitled to vote at this meeting. Therefore, I declare that a quorum is present at this meeting and the transaction of business. Back to you, Mr. Gaffney.

Thanks, Mr. Alden. We will now proceed with the matters to be voted upon at the meeting. The polls are now open and will remain open until all of the proposals have been read. If you have not already voted, or if you wish to change your vote, please do so now. The first item of business is the director election proposal to approve, as ordinary resolutions, the re-election of Larry Wong, Keith Chong, John Chiang, Andrew Scott, Erwin Baquiran Pineda, and Yan Xu, which we refer to afterwards as the director nominees to serve as Director of the company's Board of Directors for the term that expires at the next annual general meeting of the company.

The second item of business is to approve and ratify, as an ordinary resolution, the appointment of M&K CPAs PLLC as the company's independent registered public accounting firm for the fiscal year ending March 31, 2027. The third item of business is to approve and ratify, as special resolution, the form third amended and restated memorandum and articles of association filed with the Register of Companies of the Cayman Islands as the memorandum of articles association in connection with the 10-for-1 reverse consolidation of the company's Class A ordinary shares approved by the company's shareholders at the extraordinary general meeting held on May 21, 2026.

The fourth item of business is to approve, as an ordinary resolution, a proposal to immediately effect a share consolidation of all the company's authorized but undesignated and unissued shares of a par value of US$0.0001 each of each such class or classes, however designated as the board may determine in accordance with Article 2 of the articles of association of the company at a ratio of 10-for-1, which we refer to afterwards as the undesignated share consolidation. The fifth item of business is to approve, as an ordinary resolution, subject to and immediately following the undesignated share consolidation being effected, a proposal authorizing an increase of the authorized share capitals of the company, which we refer to as the authorized share capital increase.

The sixth item of business is to approve as a special resolution, subject to and immediately following the authorized share capital increase being effected, the adoption by the company of the amended and restated articles of association to reflect the undesignated share consolidation and the authorized share capital increase. The seventh item of business is to approve, as an ordinary resolution, subject to the approval of the undesignated share consolidation proposal and the authorized share capital proposal, a proposal to allow the board to effect one or more share consolidations of the company's authorized, issued, and outstanding Class A ordinary shares of par value of US$0.01 each, and the company's authorized but undesignated and unissued shares of par value US$0.01 each at any one time or multiple times during the period between the date of this annual meeting and the date of the company's next annual general meeting.