AI X Tech Inc. — Proxy Solicitation & Information Statement 2025

Jan 7, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Cheshi Technology Inc., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, licensed securities dealer, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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李市科技

CHESHI TECH

Cheshi Technology Inc.

車市科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1490)

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(1) PROPOSED CHANGE OF ENGLISH COMPANY NAME AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

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A notice convening an EGM of Cheshi Technology Inc. to be held at Room 307-308, Building 2, Oriental Science and Technology Park, No. 52 Jiuxianqiao Road, Chaoyang District Beijing, the PRC on Wednesday, January 22, 2025 at 10:00 a.m. is set out on pages 7 to 8 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.cheshi.com). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting if you so wish.

January 7, 2025

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CONTENTS

Page

DEFINITIONS... 1

LETTER FROM THE BOARD... 3
INTRODUCTION... 3
PROPOSED CHANGE OF ENGLISH COMPANY NAME... 4
NOTICE OF EGM... 5
CLOSURE OF REGISTER OF MEMBERS... 5
FORM OF PROXY... 5
VOTING BY POLL... 6
RECOMMENDATION... 6
RESPONSIBILITY STATEMENT... 6

NOTICE OF EGM... 7

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DEFINITIONS

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

"Articles of Association"
the articles of association of the Company currently in force

"Board"
the board of Directors

"Cayman Islands Registrar"
the Registrar of Companies in the Cayman Islands

"Change of Company Name"
the change of the English name of the Company from "Cheshi Technology Inc." to "AI X Tech Inc."

"Company"
Cheshi Technology Inc. 車市科技有限公司 (previously known as Cheshi Holdings Limited), an exempted company with limited liability incorporated in the Cayman Islands on November 22, 2018, the Shares of which are listed on the Main Board of the Stock Exchange

"Director(s)"
the director(s) of the Company

"EGM"
the extraordinary general meeting of the Company to be held at Room 307-308, Building 2, Oriental Science and Technology Park, No. 52 Jiuxianqiao Road, Chaoyang District Beijing, the PRC on Wednesday, January 22, 2025 at 10:00 a.m., or any adjournment thereof and notice of which is set out on pages 7 to 8 of this circular

"Group"
the Company, its subsidiaries and consolidated affiliated entities, or, where the context so requires, in respect of the period prior to the Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of the Company at the relevant time

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

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DEFINITIONS

"Memorandum and Articles of Association"
the Fourth Amended and Restated Memorandum and Articles of Association of the Company

"PRC"
the People's Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Share(s)"
ordinary share(s) in the share capital of the Company with a nominal value of US$0.0001 each

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"US$"
the United States of America dollars, the lawful currency of the United States of America

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LETTER FROM THE BOARD

奉市科技

CHESHI TECH

Cheshi Technology Inc.

車市科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1490)

Executive Directors:

Mr. Xu Chong (Chairman and chief executive officer)

Mr. Liu Lei

Mr. Lin Yuqi

Ms. Zhang Nan

Independent Non-executive Directors:

Mr. Xu Xiangyang

Mr. Sun Yong

Mr. Ng Jack Ho Wan

Registered office:

Sertus Chambers, Governors Square

Suite # 5-204, 23 Lime Tree Bay Avenue

P.O. Box 2547

Grand Cayman, KY1-1104

Cayman Islands

Head office and principal place of business in the PRC:

Room 307-308

Building 2, Oriental Science and

Technology Park

No. 52 Jiuxianqiao Road

Chaoyang District

Beijing

the PRC

Principal place of business in Hong Kong:

31/F, Tower Two, Times Square

1 Matheson Street, Causeway Bay

Hong Kong

January 7, 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF ENGLISH COMPANY NAME

AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Board refers to the announcement made by the Company on January 7, 2025 relating to the proposed Change of Company Name.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) the notice of EGM; and (ii) further information to enable you to make an informed decision on whether to vote for or against the resolutions in relation to the proposed Change of Company Name.

PROPOSED CHANGE OF ENGLISH COMPANY NAME

Conditions of the Proposed Change of Company Name

The proposed Change of Company Name is subject to the following conditions:

(i) the passing of a special resolution by the Shareholders at the EGM to approve the proposed Change of Company Name; and
(ii) the approval of the Cayman Islands Registrar having been obtained for the proposed Change of Company Name.

The relevant filings with the Cayman Islands Registrar will be made after the passing of a special resolution at the EGM. Subject to the satisfaction of the above conditions, the proposed Change of Company Name will take effect from the date of the issue of a certificate of incorporation on change of name by the Cayman Islands Registrar, confirming that the new English name of the Company has been registered in place of the existing English name of the Company. The Company will then carry out all the necessary registration and/or filing procedures with the Companies Registry in Hong Kong.

Reasons for the Proposed Change of Company Name

The Board considers that the proposed Change of Company Name will better reflect the implementation of the Company's long-term strategy and business layout. The Company can better demonstrate its core competencies and market positioning, thereby enhancing its brand image and corporate value. Therefore, the Board considers that the proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effects of the Proposed Change of Company Name

The proposed Change of Company Name will not affect any rights of the holders of securities of the Company or the Company's financial position.

All existing certificates of securities in issue bearing the present name of the Company will, upon the proposed Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes.

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LETTER FROM THE BOARD

There will not be any arrangement for exchange of the existing share certificates for new share certificates under the new name of the Company. Subject to the confirmation of the Stock Exchange, the English stock short name of the Company for trading in the securities of the Company on the Stock Exchange will also be changed after the new company name becomes effective. If the proposed Change of Company Name becomes effective, any issue of share certificates thereafter will be in the new name of the Company and the securities of the Company will be traded on the Stock Exchange. After the proposed Change of Company Name becoming effective, the website of the Company will be changed.

NOTICE OF EGM

Set out on pages 7 to 8 of this circular is the notice of the EGM at which, inter alia, special resolution will be proposed to the Shareholders to consider and approve the proposed Change of Company Name.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, January 17, 2025 to Wednesday, January 22, 2025, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Thursday, January 16, 2025.

FORM OF PROXY

A form of proxy is enclosed for use at the EGM. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (www.cheshi.com). Whether or not you intend to be present at the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the EGM if they so wish and in such event, the relevant form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Article 72 of the Memorandum and Articles and Rule 13.39(4) of the Listing Rules, a resolution put to the vote of the meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the chairman of the EGM will demand a poll for the resolutions to be put forward at the EGM.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for every fully paid share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

Further announcement(s) will be made as and when appropriate in relation to, among other things, the results of the EGM, the effective date of the proposed Change of Company Name and the new English stock short name for trading in the securities of the Company on the Stock Exchange.

RECOMMENDATION

The Directors are of the view that the proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the special resolution to be proposed at the EGM to approve the proposed Change of Company Name.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By order of the Board

Cheshi Technology Inc.

Xu Chong

Chairman and Chief Executive Officer

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NOTICE OF EGM

李市科技

CHESHI TECH

Cheshi Technology Inc.

車市科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1490)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “EGM”) of Cheshi Technology Inc. (the “Company”) will be held at Room 307-308, Building 2, Oriental Science and Technology Park, No. 52 Jiuxianqiao Road, Chaoyang District Beijing, the PRC on Wednesday, January 22, 2025 at 10:00 a.m. (Hong Kong time) to consider and, if thought fit, to pass, with or without modification, the following resolution as special resolution of the Company:

SPECIAL RESOLUTION

1. “THAT

(a) subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be changed from “Cheshi Technology Inc.” to “AI X Tech Inc.” (the “Change of Company Name”); and

(b) any one director of the Company be and is hereby authorized to do all such acts and things and execute and deliver all such documents, and (where required) under seal of the Company, which he/she may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the foregoing and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By order of the Board

Cheshi Technology Inc.

Xu Chong

Chairman and Chief Executive Officer

Beijing, the PRC, January 7, 2025

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NOTICE OF EGM

Registered office:
Sertus Chambers, Governors Square
Suite # 5-204, 23 Lime Tree Bay Avenue
P.O. Box 2547
Grand Cayman, KY1-1104
Cayman Islands

Principal place of business in Hong Kong:
31/F, Tower Two, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Head office and principal place of business in the PRC:
Room 307-308
Building 2, Oriental Science and Technology Park
No. 52 Jiuxianqiao Road
Chaoyang District
Beijing
the PRC

Notes:

(i) Capitalized terms that are not otherwise defined herein shall have the meanings ascribed to them in the circular of the Company dated January 7, 2025 (the "Circular").

(ii) A Shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company (the "Shareholder(s)").

(iii) In the case of joint holders of any share of the Company (the "Share"), the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members in respect of such Share shall alone be entitled to vote in respect thereof.

(iv) In order to be valid, a form of proxy must be deposited at the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude the Shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if you so wish and in such event the relevant form of proxy shall be deemed to be revoked.

(v) The register of members of the Company will be closed from Friday, January 17, 2025 to Wednesday, January 22, 2025, both days inclusive, in order to determine the entitlement of the Shareholders to attend and vote at the above meeting, during which period no transfer of Shares will be registered. All transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, January 16, 2025.