Lakeshore Acquisition III Corp

This proposal asks shareholders to approve a special resolution that would replace the Company’s current charter with a second amended and restated memorandum and articles of association to extend the deadline to consummate an initial business combination from August 1, 2026 to August 1, 2027 on a month-to-month basis. Management is seeking this approval because it has entered into a Merger Agreement (with CPRO) and believes there may not be sufficient time before the Current Termination Date to complete required filings, solicit shareholder approval of the Business Combination, and satisfy closing conditions. The Charter Amendment is cross‑conditioned with the Trust Amendment: both must be approved for either to be implemented. If approved, public shareholders will be given redemption rights in connection with the Extension; large redemptions could materially reduce the Trust Account and impair the Company’s ability to consummate the Business Combination on acceptable terms. The proposal requires a two‑thirds vote of shares present and voted, and broker discretionary votes will not be permitted, making active shareholder participation important. The Board emphasizes that the Sponsor, officers and directors have aligned incentives to complete a business combination but also have conflicts (e.g., Founder Shares and Private Placement Units that will be worthless on liquidation), which could motivate them to favor closing a combination rather than liquidating. Shareholders should weigh the benefit of additional time to close a strategic transaction against the dilution of the Trust Account from extension fees and potential redemptions and the possibility that an extended period still may not yield a successful combination. The Board’s recommendation to vote “FOR” rests on its view that the net expected value to public shareholders from preserving the opportunity to complete a Business Combination outweighs the costs and conflicts associated with an extension.

This proposal seeks shareholder approval to amend the Investment Trust Agreement to permit monthly one‑month extensions of the Company’s deadline to complete a business combination, for up to twelve months, by depositing a Monthly Extension Fee into the Trust Account equal to $0.033 per remaining public share (subject to an aggregate cap of $67,500 per month). Management is pursuing this amendment to provide the financing mechanism for the Charter Amendment’s Extensions—i.e., to ensure there is a contractual way to pay for additional time without immediately liquidating. Approving the Trust Amendment effectively authorizes the Sponsor (or a designee) to reduce the cash in the Trust Account month by month to pay the fee, which will decrease the per‑share redemption amount available to public shareholders who elect redemption. The Trust Amendment is cross‑conditioned with the Charter Amendment, so both proposals must pass for the company to implement the Extensions; the Board may still choose not to implement them even if approved. Economically, the amendment shifts the tradeoff between providing time to consummate a potentially value‑creating combination and reducing the Trust Account cushion available to redeeming public shareholders; it also creates a recurring cost that could be material in the aggregate if many extensions are used. The proposal requires a simple majority to pass, and the Board recommends voting in favor because it views the ability to pay for extra time as increasing the likelihood of concluding the announced Merger Agreement and delivering future upside to remaining shareholders. Shareholders should consider the dilution of the Trust Account from monthly fees, the potential for large redemptions following any extension, and conflicts of interest described elsewhere in the proxy when evaluating the amendment.

The Adjournment Proposal requests authority for the meeting chairman to adjourn the Extraordinary General Meeting to allow additional time for proxy solicitation if, at the time of the meeting, there are insufficient votes to approve the Charter Amendment and Trust Amendment. This is a standard procedural tool that gives the Company flexibility to continue soliciting votes rather than immediately concluding the meeting and potentially facing liquidation consequences if the other proposals fail. The proposal only becomes relevant if votes fall short; it requires a simple majority to pass and broker discretionary votes are allowed on this item, which may aid passage if beneficial. Management favors the adjournment because it increases the prospect of achieving the votes necessary for the cross‑conditioned extension measures without needing to reconvene a separate meeting at later administrative cost. From a shareholder perspective, approving adjournment preserves optionality: it does not itself extend the Combination Period or alter economics, but it can facilitate obtaining approval for the substantive extension proposals. A vote against adjournment could force the Company to accept the tabulated result at the meeting and, if the substantive proposals fail, proceed to wind up and liquidate. The Board recommends voting “FOR” this proposal to maximize the chance that shareholders have the opportunity to consider and, if desired, approve the Charter and Trust Amendments at a later reconvened meeting.