Exhibit 99.1

Grande Group Limited

(a BVI business company incorporated in the British Virgin Islands with limited liability)

(NASDAQ: GRAN)

Suite 2701, 27/F., Tower 1,

Admiralty Center, 18 Harcourt Road,

Admiralty, Hong Kong

September 23, 2026

Dear Shareholders:

You are cordially invited to attend the Extraordinary General Meeting of Grande Group Limited (the “EGM”) to be held as a virtual-only meeting via live webcast online, on October 21, 2026 at 10:00PM Hong Kong Time (October 21, 2026 at 10:00AM U.S. Eastern Time). The matters to be acted upon at the EGM are set forth and described in the EGM Notice and Proxy Statement, which are attached hereto. We request that you read all of them carefully.

We hope that you will attend the EGM. Whether or not you expect to attend the EGM, we urge you to sign, date and return the enclosed Proxy Card in the enclosed postage prepaid envelope (if mailed in the United States) as promptly as possible in accordance with the instructions printed on it, no later than the time for holding the EGM or adjourned or postponed EGM in accordance with the currently effective memorandum and articles of association. You may, of course, attend the EGM and vote even if you have signed and returned your Proxy Card to us and in such event, the Proxy Card shall be deemed to be revoked.

Grande Group Limited

(a BVI business company incorporated in the British Virgin Islands with limited liability)

(NASDAQ: GRAN)

Suite 2701, 27/F., Tower 1,

Admiralty Center, 18 Harcourt Road,

Admiralty, Hong Kong

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of shareholders (the “2026 Extraordinary Meeting”) of Grande Group Limited (the “Company”) will be held as a virtual-only meeting via live webcast online, on October 21, 2026 at 10:00PM Hong Kong Time (October 21, 2026 at 10:00AM U.S. Eastern Time). To attend the virtual meeting, you will need to register in advance at https://meeting.vstocktransfer.com/GRANDEOCT26EGM. A Zoom account is required to register. Shareholders will NOT be able to attend the 2026 Extraordinary Meeting physically in person. This proxy statement includes instructions on how to access the virtual 2026 Extraordinary Meeting and how to listen and vote from home or any remote location with Internet connectivity.

The Notice of Extraordinary General Meeting of Shareholders, the Proxy Statement and the proxy card accompanying this letter will be first mailed to our shareholders on or about September 30, 2026.

The 2026 Extraordinary Meeting will have the following proposals for considering and voting:

 As of the date of this Notice of 2026 Extraordinary Meeting of Shareholders (the “Notice”), we have not received notice of any other matters that may be properly presented at the 2026 Extraordinary Meeting.

The Board has fixed the close of business on September 23, 2026 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the 2026 Extraordinary Meeting or any adjournment or postponement thereof. Only holders of Class A Shares and Class B Shares of the Company on the Record Date are entitled to receive notice of and to vote at the 2026 Extraordinary Meeting or any adjournment or postponement thereof.

The approval of each of the foregoing proposals shall be conditional upon the passing of a resolution by each of (i) the holders of Class A Shares voting at the relevant class meeting, (ii) the holders of Class B Shares voting at the relevant class meeting, and (iii) the shareholders voting as a single class at the 2026 Extraordinary Meeting.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE AND YOU APPOINT THE CHAIR OF THE 2026 EXTRAORDINARY MEETING AS YOUR PROXY, YOUR SHARES WILL BE VOTED “FOR” THE PROPOSALS LISTED ABOVE. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF WHO YOU WISH TO APPOINT AS YOUR PROXY, THE CHAIR OF THE 2026 EXTRAORDINARY MEETING WILL BE APPOINTED AS YOUR PROXY.

We are providing this notice and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the 2026 Extraordinary Meeting and at any adjournments or postponements of the 2026 Extraordinary Meeting.

We cordially invite all holders of our ordinary shares to attend the 2026 Extraordinary Meeting. However, holders of our ordinary shares entitled to attend and vote are entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. Whether or not you expect to attend the 2026 Extraordinary Meeting, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. Shareholders who execute proxies retain the right to revoke them at any time prior to the voting thereof, and may nevertheless vote in person online at the 2026 Extraordinary Meeting. Whether or not you plan to attend the 2026 Extraordinary Meeting, we urge you to read this notice carefully and to vote your shares. Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the 2026 Extraordinary Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR the proposals to be considered at the 2026 Extraordinary Meeting.

I want to thank all of our shareholders as we look forward to what we believe will be an exciting future for our business.

IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE

GRANDE GROUP LIMITED

Suite 2701, 27/F., Tower 1,

Admiralty Center, 18 Harcourt Road,

 Admiralty, Hong Kong

2026 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 21, 2026 AT 10:00PM HONG KONG TIME (OCTOBER 21, 2026 AT 10:00AM U.S. EASTERN TIME)

PROXY STATEMENT

The Board of Directors of Grande Group Limited (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “2026 Extraordinary Meeting”) of the Company to be held as a virtual-only meeting via live webcast online at https://meeting.vstocktransfer.com/GRANDEOCT26EGM, on October 21, 2026 at 10:00PM Hong Kong Time (October 21, 2026 at 10:00AM U.S. Eastern Time). Only holders of the Class A ordinary shares, par value US$0.00001 (the “Class A Shares”), and Class B ordinary shares, par value US$0.00001 (the “Class B Shares”) (collectively, the “Shares”) of the Company at the close of business on September 23, 2026 (the “Record Date”) are entitled to attend and vote at the 2026 Extraordinary Meeting or at any adjournment or postponement thereof. Shareholders will NOT be able to attend the 2026 Extraordinary Meeting physically in person. This proxy statement includes instructions on how to access the virtual 2026 Extraordinary Meeting and how to listen and vote from home or any remote location with Internet connectivity. Any shareholder giving such a proxy has the power to revoke it at any time before it is voted. Written notice of such revocation should be forwarded directly to the Chairman of the Board of Directors of the Company, at the above stated address. Proxies may be solicited through the mails or direct communication with certain shareholders or their representatives by Company officers, directors, or employees, who will receive no additional compensation therefor.

If the enclosed proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any proxy on which no direction is specified will be voted in favor of the actions described in this Proxy Statement.

The Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy form, and any additional material that may be furnished to shareholders. The date on which this Proxy Statement and the accompanying Proxy Form will first be mailed or given to the Company’s shareholders is on or about September 30, 2026. Such Proxy Statement will also be furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form 6-K.

We have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including the notice of our 2026 Extraordinary Meeting, this Proxy Statement and a proxy card to Shareholders.

Your vote is important.

Registered Holders: Whether or not you expect to attend the 2026 Extraordinary Meeting virtually, it is important that your shares be represented and voted at the 2026 Extraordinary Meeting. Accordingly, after reading the Notice and accompanying proxy statement, please sign, date, and mail the enclosed proxy card in the envelope provided or vote by emailing to vote@vstocktransfer.com or over the Internet at https://www.vstocktransfer.com/proxy in accordance with the instructions on your proxy card. The proxy card must be received by no later than 11:59 p.m. ET on October 20, 2026 to be validly included in the tally of shares voted at the 2026 Extraordinary Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the proxy card. Shareholders who execute proxies retain the right to revoke them at any time prior to the voting thereof, and may nevertheless vote in person online at the 2026 Extraordinary Meeting.

Beneficial Holders (Street Name Holders): If you hold your shares in street name and wish to vote your shares at the 2026 Extraordinary Meeting, you should contact your broker, bank, custodian or other nominee holder for voting instructions, or about getting a legal proxy appointing you to vote your shares.

QUESTIONS AND ANSWERS ABOUT

THE 2026 EXTRAORDINARY GENERAL MEETING, THE PROXY MATERIALS AND

VOTING YOUR SHARES

WHAT IS THE PURPOSE OF THIS DOCUMENT?

This document serves as the Company’s proxy statement, including a notice of the Extraordinary General Meeting (the “2026 Extraordinary Meeting”) of Shareholders (the “Notice”), which is being provided to Company shareholders of record at the close of business on September 23, 2026 (the “Record Date”) because the Company’s Board of Directors is convening the 2026 Extraordinary Meeting and soliciting shareholders’ proxies to vote at the 2026 Extraordinary Meeting on the item of business outlined in the Notice.

WHY AM I RECEIVING THESE MATERIALS?

We have sent you this proxy statement (the “Proxy Statement”), including the Notice and the enclosed proxy card and form of the Fourth Amended and Restated Memorandum and Articles of Association because the Board of Directors of the Company is soliciting your proxy to vote at the 2026 Extraordinary Meeting, including at any adjournments or postponements of the meeting. You are invited to attend the 2026 Extraordinary Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.

When you sign the enclosed proxy card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy card in advance of the meeting just in case your plans change.

If you have signed and returned the proxy card and an issue comes up for a vote at the meeting that is not identified on the card, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.

The Company intends to mail this proxy statement and accompanying proxy card on or about September 30, 2026 to all shareholders entitled to vote at the 2026 Extraordinary Meeting.

WHO CAN VOTE AT THE 2026 EXTRAORDINARY MEETING?

Shareholders of record at the close of business on September 23, 2026 the date established by the Board for determining the shareholders entitled to vote at our 2026 Extraordinary Meeting (the “Record Date”), are entitled to vote at the 2026 Extraordinary Meeting.

On the Record Date, 19,985,090 shares of our Class A Shares (representing 19,985,090 votes) and 5,000,000 shares of our Class B Shares (representing 100,000,000 votes) were issued and outstanding and are entitled to vote at the 2026 Extraordinary Meeting. Holders of Class A Shares and Class B Shares will vote together as a single class on the proposal to be voted on at the 2026 Extraordinary Meeting.

On a vote by way of poll, each Company’s Class A Ordinary Shares shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company. Each Company’s Class B Ordinary Shares shall be entitled to twenty (20) votes on all matters subject to vote at general meetings of the Company.

WHAT IS A PROXY?

Our Board is soliciting your vote at the 2026 Extraordinary Meeting. You may vote by proxy as explained in this Proxy Statement. A proxy is your formal legal designation of another person to vote the shares you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card.

The card enables you to appoint Yujie, CHEN, Chair of the Board of the Company, or the Chairperson of the meeting, as your proxy to represent you at the 2026 Extraordinary Meeting. By completing and returning the Proxy Card, you are authorizing this representative to vote your shares at the 2026 Extraordinary Meeting in accordance with your instructions on the Proxy Card. Even if you plan to attend the 2026 Extraordinary Meeting, it is strongly recommended to complete and return your Proxy Card before the date of the 2026 Extraordinary Meeting just in case your plans change. If a proposal comes up for vote at the 2026 Extraordinary Meeting that is not on the Proxy Card, the proxies will vote your shares, under your proxy, according to their best judgment. Delivery of a Proxy Card shall not preclude a shareholder from attending and voting at the meeting convened and in such event, the Proxy Card shall be deemed to be revoked.

WHAT PROPOSALS WILL BE VOTED ON AT THE 2026 EXTRAORDINARY MEETING?

The 2026 Extraordinary Meeting will have the following proposals for considering and voting:

The approval of each of the foregoing proposals shall be conditional upon the passing of a resolution by each of (i) the holders of Class A Shares voting at the relevant class meeting, (ii) the holders of Class B Shares voting at the relevant class meeting, and (iii) the shareholders voting as a single class at the 2026 Extraordinary Meeting.

We may also transact such other business as may properly come before the 2026 Extraordinary Meeting.

HOW DOES THE BOARD RECOMMEND I VOTE?

Our Board unanimously recommends a vote “FOR” the Proposals.

WHAT HAPPENS IF ADDITIONAL MATTERS ARE PRESENTED AT THE 2026 EXTRAORDINARY MEETING?

If any other matters are properly presented for consideration at the 2026 Extraordinary Meeting, including, among other things, consideration of a motion to adjourn or postpone the 2026 Extraordinary Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders will have discretion to vote on those matters in accordance with their best judgment, unless you direct them otherwise in your proxy instructions. We do not currently anticipate that any other matters will be raised at the 2026 Extraordinary Meeting.

WHAT CONSTITUTES A QUORUM?

A meeting of Members is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than fifty per cent (50%) of the votes of the Shares entitled to vote on resolutions of members to be considered at the meeting.

If such shareholders are not present in person or by timely and properly submitted proxies to constitute a quorum, the 2026 Extraordinary Meeting may be adjourned or postponed to such time and place determined by the Board. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

WHAT IS THE DIFFERENCE BETWEEN BEING A “SHAREHOLDER OF RECORD” AND A “BENEFICIAL OWNER” HOLDING SHARES IN STREET NAME?

Shareholder of Record: You are a “shareholder of record” if your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC. The Proxy Materials are sent directly to a shareholder of record.

Beneficial Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name” and your bank or other nominee is considered the shareholder of record. Your bank or other nominee forwarded the Proxy Materials to you. As the beneficial owner, you have the right to direct your bank or other nominee how to vote your shares by completing a voting instruction form. Because a beneficial owner is not the shareholder of record, you are invited to attend the 2026 Extraordinary Meeting, but you may not vote these shares in person at the 2026 Extraordinary Meeting unless you obtain a “legal proxy” from the bank or other nominee that holds your shares, giving you the right to vote the shares at the 2026 Extraordinary Meeting, then send that Legal Proxy and a ballot indicating your votes to “vote@vstocktransfer.com” prior to the Meeting.

HOW DO I VOTE?

If your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC, you are considered a shareholder of record. As a shareholder of record at the close of business on September 23, 2026, you can vote at the 2026 Extraordinary Meeting by following the link under the “Resources” tab during the Meeting or using one of the following methods: 

Sample Proxy Cards without identifying information and Control Numbers will not be accepted. If you vote via the internet or email, your electronic vote authorizes the named proxies in the same manner as if you signed, dated, and returned your proxy card. If you vote via the internet or email, do not return your proxy card.

If you are a beneficial owner whose Class A Shares or Class B Shares are held in “street name” (i.e. through a bank, broker or other nominee), you will receive voting instructions from the institution holding your shares. The methods of voting will depend upon the institution’s voting processes. Please contact the institution holding your Class A Shares or Class B Shares for more information.

IF I PLAN ON ATTENDING THE 2026 EXTRAORDINARY MEETING, SHOULD I RETURN MY PROXY CARD?

Whether or not you plan to attend the 2026 Extraordinary Meeting, after carefully reading and considering the information contained in this Proxy Statement, please complete and sign your Proxy Card. Then return the Proxy Card in the pre-addressed, postage-paid envelope provided herewith as soon as possible so your shares may be represented at the 2026 Extraordinary Meeting. Delivery of a Proxy Card shall not preclude a Member from attending and voting at the meeting convened and in such event, the Proxy Card shall be deemed to be revoked.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

It means that your Class A Shares or Class B Shares are registered differently or you have multiple accounts. Please vote all of these shares separately to ensure all of the shares you hold are voted.

WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?

Shareholders of Record: If you are a shareholder of record and you properly submit your proxy but do not give voting instructions, the persons named as proxies will vote your shares as follows:

Beneficial Owners: If you are a beneficial owner whose Class A Shares or Class B Shares are held in “street name” (i.e. through a bank, broker or other nominee) and you do not give voting instructions to your bank, broker or other nominee, your bank, broker or other nominee may exercise discretionary authority to vote on matters that the NASDAQ (“NASDAQ”) determines to be “routine.” Your bank, broker or other nominee is not allowed to vote your shares on “non-routine” matters, and this will result in a “broker non-vote” on that non-routine matter, but the shares will be counted for purposes of determining whether a quorum exists. However, we cannot be certain whether this will be treated as a routine matter since our Proxy Statement is prepared in compliance with the laws of British Virgin Islands rather than the rules applicable to domestic U.S. reporting companies. We strongly encourage you to submit your voting instructions and exercise your right to vote as a shareholder.

CAN I CHANGE MY VOTE OR REVOKE MY PROXY?

If you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the 2026 Extraordinary Meeting. If you submitted your proxy by mail, you must file with the Corporate Secretary of the Company a written notice of revocation or deliver, prior to the vote at the 2026 Extraordinary Meeting, a valid, later-dated proxy. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person online at the 2026 Extraordinary Meeting by following the instructions on the proxy card provided to you and using the control number on the proxy card as stated, at the 2026 Extraordinary Meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked. If you are a beneficial owner whose Class A Shares or Class B Shares are held through a bank, broker or other nominee, you will need to contact that person or entity to revoke your proxy.

For purposes of submitting your vote by using any one of the methods stated under the subheading “HOW DO I VOTE?” above, you may change your vote until 11:59 p.m. ET on October 20, 2026. After this deadline, unless you otherwise attend and vote at a general meeting of the Company, the last vote submitted will be the vote that is counted.

HOW WILL THE PROXIES BE SOLICITED AND WHO WILL BEAR THE COSTS?

We will pay the cost of soliciting proxies for the 2026 Extraordinary Meeting. Proxies may be solicited by our directors, executive officers, and employees, without additional compensation, in person or by mail, courier, telephone, email or facsimile. We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of shares held of record by such persons. We may reimburse such brokerage houses and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

WHO WILL COUNT THE VOTES AND HOW CAN I FIND THE VOTING RESULTS OF THE 2026 EXTRAORDINARY MEETING?

VStock Transfer, LLC will tabulate the votes. We plan to announce preliminary voting results at the 2026 Extraordinary Meeting, and we will report the final results in a Current Report on Form 6-K, which we will file with the SEC shortly after the 2026 Extraordinary Meeting.

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?

The Proposals must be passed by a majority (more than fifty per cent (50%)) of the votes cast by such Shareholders as, being entitled to do so, vote in person online or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at the 2026 Extraordinary Meeting held in accordance with these Articles.

Only shares that are voted are taken into account in determining the proportion of votes cast for the proposals. Any shares not voted (whether by abstention, broker non-vote or otherwise) will not impact any of the votes.

The approval of each of the Proposals shall be conditional upon the passing of a resolution by each of (i) the holders of Class A Shares voting at the relevant class meeting, (ii) the holders of Class B Shares voting at the relevant class meeting, and (iii) the shareholders voting as a single class at the 2026 Extraordinary Meeting.

WHAT ARE ABSTENTIONS AND BROKER NON-VOTES AND HOW WILL THEY BE TREATED?

An “abstention” occurs when a shareholder chooses to abstain or refrain from voting their shares on one or more matters presented for a vote. For the purpose of determining the presence of a quorum, abstentions are counted as present.

Abstentions will have no effect on the outcome of any proposal.

A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the 2026 Extraordinary Meeting in person or by proxy but does not vote on a particular proposal because that holder does not have discretionary authority to vote on that particular item and has not received instructions from the beneficial owner.

Broker non-votes will have no effect on the outcome of any proposal.

WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE COMPANY?

Our reports on 6-K, and other publicly available information, should be consulted for other important information about the Company. You can also find additional information about us on our website at https://grande-capital.com/. The contents of that website are not a part of this Proxy Statement.

IS MY VOTE KEPT CONFIDENTIAL?

Proxies, ballots and voting tabulations identifying Shareholders are kept confidential and will not be disclosed, except as may be necessary to meet legal requirements.

WHO CAN HELP ANSWER MY QUESTIONS?

You can contact the investor relations team of the Company at +852 3890 3601 or by sending a letter to the offices of the Company at Suite 2701, 27/F., Tower 1, Admiralty Center, 18 Harcourt Road, Admiralty, Hong Kong with any questions about proposals described in this proxy statement or how to execute your vote.

 PROPOSAL 1 

VARIATION OF RIGHTS OF CLASS B SHARES

Resolved that, the rights of Class B ordinary shares of par value of US$0.00001 each (the “Class B Shares”) be varied such that (i) the voting power of the Class B Shares be changed from twenty (20) votes for each Class B Share to one hundred (100) votes for each Class B Share and (ii) each Class B Share confers no right upon the holder thereof any share in distribution by way of dividend paid by the Company and in the distribution of the surplus assets of the Company on its liquidation (the “Variation of Rights of Class B Shares”).

Proposal 1 will be approved if the affirmative vote of a majority (more than 50%) of the votes cast by such Shareholders as, being entitled to attend and vote, at the 2026 Extraordinary Meeting vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote. Furthermore, the approval for Proposal 1 is conditional upon the passing of a resolution by each of the following: (i) the holders of Class A Shares voting at the relevant class meeting, (ii) the holders of Class B Shares voting at the relevant class meeting, and (iii) the shareholders voting as a single class at the 2026 Extraordinary Meeting, and the Variation of Rights of Class B Shares shall become effective from the date that the New M&A (as defined below) are successfully filed and registered with the Registrar of Corporate Affairs in the British Virgin Islands.

For the avoidance of doubt, the rights attached to the Class A Shares shall remain unchanged as set out in the current third amended and restated memorandum and articles of association of the Company.

PROPOSAL 2

AMENDMENT AND RESTATEMENT OF THE COMPANY’S CURRENT THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

We are proposing to amend and restate the Company’s current third amended and restated memorandum and articles of association to reflect the Variation of Rights of Class B Shares by adoption of the Fourth Amended and Restated Memorandum and Articles of Association in the form attached as Annex A to this proxy statement, subject to Proposal 1 being passed. The Fourth Amended and Restated Memorandum and Articles of Association set out the amendments to the rights of the Company’s Class B Shares.

If shareholders approve this proposal and Proposal 1 is also approved, the Company’s current third amended and restated memorandum and articles of association will be amended and restated in the form of the Fourth Amended and Restated Memorandum and Articles of Association (the “New M&A”) attached as Annex A to this proxy statement with effect from the date that the New M&A are successfully filed and registered with the Registrar of Corporate Affairs in the British Virgin Islands.

Proposal 2 will be approved if the affirmative vote of a majority (more than 50%) of the votes cast by such Shareholders as, being entitled to attend and vote, at the 2026 Extraordinary Meeting vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote. Furthermore, the approval for Proposal 2 is conditional upon the passing of a resolution by each of the following: (i) the holders of Class A Shares voting at the relevant class meeting, (ii) the holders of Class B Shares voting at the relevant class meeting, and (iii) the shareholders voting as a single class at the 2026 Extraordinary Meeting, and the New M&A will become effective from the date that it is successfully filed and registered with the Registrar of Corporate Affairs in the British Virgin Islands.

PROPOSAL 3

ALLOTMENT OF CLASS B SHARES

Resolved that, immediately following completion of the matters referred to in Proposals 1 and 2 above, 7,000,000 Class B Shares be allotted and issued to Grande Holding Limited for an aggregate consideration of US$70.

The allotment serves to enhance the stability and continuity of Company’s management and governance and to support the implementation of the Company’s long term strategy, and the Board has determined that the allotment is in the best interests of the Company and is fair to the Company.

Proposal 3 will be approved if the affirmative vote of a majority (more than 50%) of the votes cast by such Shareholders as, being entitled to do so, at the 2026 Extraordinary Meeting vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote. Furthermore, the effectiveness of Proposal 3 is conditional upon the passing of a resolution by each of the following: (i) the holders of Class A Shares voting at the relevant class meeting, (ii) the holders of Class B Shares voting at the relevant class meeting, and (iii) the shareholders voting as a single class at the 2026 Extraordinary Meeting.

VOTE REQUIRED AND BOARD RECOMMENDATION

If a quorum is present, the resolutions must be passed by a majority (more than 50%) of the votes cast by such Shareholders as, being entitled to do so, vote in person online or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at the 2026 Extraordinary Meeting held in accordance with the Articles.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF EACH OF THE PROPOSALS

OTHER MATTERS

The Board is not aware of any other matters to be submitted to the 2026 Extraordinary Meeting. If any other matters properly come before the 2026 Extraordinary Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board may recommend.

September 23, 2026

ANNEX A

Territory of the British Virgin Islands

The BVI Business Companies Act 2004

Fourth Amended and Restated

Memorandum of Association

of

Grande Group Limited

A company limited by shares

(As adopted by resolution of shareholders dated _____________)

(filed on _____________)

The name of the Company is Grande Group Limited.

The Company shall be a company limited by shares.

For the avoidance of doubt, no dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a liquidation) may be made to a holder of Class B Ordinary Shares.

The rights attached to Shares as specified in Clause 6 may only, whether or not the Company is being wound up, be varied with the consent in writing of or by a resolution passed at a meeting by the holders of more than 50 per cent (50%) of the issued Shares of that class.

The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

Act means the BVI Business Companies Act, 2004 and includes the regulations made under the Act;

Articles means the attached Articles of Association of the Company;

Board of Directors means the board of directors of the Company;

Business Days means a day other than a Saturday or Sunday or any other day on which commercial banks in New York are required or are authorised to be closed for business;

Chairman of the Board and Chairman has the meaning specified in Regulation 13;

Class A Ordinary Shares mean an Ordinary Share designated by the Directors of the Company as a Class A Ordinary Share;

Class B Ordinary Shares mean an Ordinary Share designated by the Directors of the Company as a Class B Ordinary Share;

Designated Stock Exchange means the Capital Market of the Nasdaq Stock Market LLC. provided, however, that until the Shares of any class are listed on the Designated Stock Exchange, the rules of the Designated Stock Exchange shall be inapplicable to the Company and this Memorandum or the Articles;

Director means any director of the Company, from time to time;

Distribution in relation to a distribution by the Company means the direct or indirect transfer of an asset, other than Shares, to or for the benefit of a Member in relation to the Class A Ordinary Shares held by such Member, and whether by means of a purchase of an asset, the redemption or other acquisition of Class A Ordinary Shares, a distribution of indebtedness or otherwise, and includes a dividend;

Eligible Person means individuals, corporations, trusts, the estates of deceased individuals, partnerships and unincorporated associations of persons;

Enterprise means the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which an Indemnitee is or was serving at the request of the Company as a Director, Officer, trustee, general partner, managing member, fiduciary, employee or agent;

Exchange Act means the United States Securities Exchange Act of 1934, as amended and the rules and regulations thereunder;

Expenses shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all legal fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses, in each case reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses shall also include any or all of the foregoing expenses incurred in connection with all judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred (whether by an Indemnitee, or on his behalf) in connection with such Proceeding or any claim, issue or matter therein, or any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, but shall not include amounts paid in settlement by an Indemnitee or the amount of judgments or fines against an Indemnitee;

Indemnitee means any person detailed in sub regulations (a) and (b) of Regulation 15.

IPO means the initial public offering of securities or other rights to receive or subscribe for securities of the Company;

Listing means the listing of the Company on the Nasdaq Capital Market;

Member means an Eligible Person whose name is entered in the share register of the Company as the holder of one or more Shares or fractional Shares;

Memorandum means this Memorandum of Association of the Company;

Officer means any officer of the Company, from time to time;

Ordinary Shares mean a share that the Company is authorised to issue and issued as a Class A Ordinary Share or as a Class B Ordinary Share. In the Articles, the term Ordinary Share shall embrace all classes of Ordinary Shares except where reference is made to a specific class;

Proceeding means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the name of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative nature, in which an Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that such Indemnitee is or was a Director or Officer of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a Director, Officer, employee or adviser of the Company, or by reason of the fact that he is or was serving at the request of the Company as a Director, Officer, trustee, general partner, managing member, fiduciary, employee, adviser or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under these Articles;

relevant system means a relevant system for the holding and transfer of shares in uncertificated form;

Resolution of Directors means either:

Resolution of Members means either:

Seal means any seal which has been duly adopted as the common seal of the Company;

SEC means the United States Securities and Exchange Commission;

Securities means Shares and debt obligations of every kind of the Company, and including without limitation options, warrants and rights to acquire shares or debt obligations;

Securities Act means the United States Securities Act of 1933, as amended;

Share means a share issued or to be issued by the Company and Shares shall be construed accordingly;

Treasury Share means a Share that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled; and

written or any term of like import includes information generated, sent, received or stored by electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange, electronic mail, telegram, telex or telecopy, and in writing shall be construed accordingly.

We, Vistra (BVI) Limited of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign this Memorandum of Association the 6th day of August, 2020.

Incorporator

(Sd.) Rexella D. Hodge

Authorized Signatory

Vistra (BVI) Limited

Territory of the British Virgin Islands

The BVI Business Companies Act 2004

Fourth Amended and Restated

Articles of Association

of

Grande Group Limited

A company limited by shares

(As adopted by resolution of shareholders dated _____________)

(filed on _____________)

without the written consent of the named mortgagee or chargee.

and, subject to compliance with the Act and these Articles shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

The Company may by Resolution of Members or by a Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The Directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

We, Vistra (BVI) Limited of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign these Articles of Association the 6th day of August, 2020.

Incorporator

(Sd.) Rexella D. Hodge

Authorized Signatory

Vistra (BVI) Limited