Bairong Inc. — Proxy Solicitation & Information Statement 2026

Jun 8, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock code: 6608)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Bairong Inc. (the "Company") will be held at 3/F, Tower A, No. 10 Furong Street, Chaoyang District, Beijing, China on Tuesday, June 30, 2026 at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the "Directors") and independent auditor of the Company (the "Auditor") for the year ended December 31, 2025.
2. To re-elect Ms. Wang Qing as an executive Director.
3. To re-elect Mr. Chan Chun Kit as an executive Director.
4. To re-elect Professor Liao Jianwen as a non-executive Director.
5. To re-elect Dr. Li Yao as an independent non-executive Director.
6. To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
7. To appoint Deloitte Touche Tohmatsu as Auditor and authorise the Board to fix its remuneration for the year ending December 31, 2026.
8. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase class B ordinary shares in the share capital of the Company ("Class B Shares") on The Stock Exchange of Hong Kong Limited or on another stock

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exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

(b) the total number of Class B Shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding any Class B Shares that are held as treasury shares) as at the date of passing this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly; and

(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under any applicable laws of the Cayman Islands or the memorandum and articles of association of the Company; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority."

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued Class B Shares or securities convertible into Class B Shares, or options, warrants or similar rights to subscribe for Class B Shares or such convertible securities of the Company (other than issuance of options, warrants or similar rights to subscribe for additional Class B Shares or securities convertible into Class B Shares for cash consideration) (including any sale or transfer of Class B Shares out of treasury that are held as treasury shares) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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(b) the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the total number of Class B Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors (including any sale or transfer of Class B Shares out of treasury that are held as treasury shares) pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as defined below);

(ii) the exercise of any subscription rights attaching to any warrants which may be allotted and issued by the Company from time to time;

(iii) the exercise of any options that have been granted under the 2021 ESOP (as defined below);

(iv) the exercise of any options that have been granted under the 2024 Share Scheme (as defined below); and

(v) any adjustment of rights to subscribe for Class B Shares under options, warrants or a special authority granted by other Shareholders,

shall not exceed 20% of the total number of issued shares of the Company (excluding any Class B Shares that are held as treasury shares) as at the date of passing this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly;

(d) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under any applicable laws of the Cayman Islands or the memorandum and articles of association of the Company; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority.

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"Rights Issue" means the allotment or issue of shares or other securities in the Company which would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders (excluding for such purpose any shareholder who is resident in a place where such offer would or might be unlawful or impracticable to offer shares in such places without registration of the offering documents or compliance with any legal or regulatory requirements or special formalities in such place under the laws of that place) and, where appropriate, to the holders of other equity securities of the Company entitled to such offer by reference to a fixed record date and pro rata to their then holdings of shares or such other equity securities of the Company (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient (but in compliance with the relevant provisions of the Listing Rules) in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company);

"2021 ESOP" means the post-IPO share option scheme conditionally approved and adopted by the Company on March 16, 2021; and

"2024 Share Scheme" means the share scheme adopted by the Company on June 21, 2024."

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set out in items 8 and 9 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 9 of the Notice be and is hereby extended by the addition to the total number of Class B Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued (including any sale or transfer of Class B Shares out of treasury that are held as treasury shares) by the Directors pursuant to such general mandate of an amount representing the total number of Class B Shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 8 of the Notice, provided that such amount shall not exceed 10% of the total number of the issued shares of the Company (excluding any Class B Shares that are held as treasury shares) as at the date of passing this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly."

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SPECIAL RESOLUTION

1. To consider and, if thought fit, the following resolution as a special resolution:

“THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “Registrar”) being obtained, the name of the Company be changed from “Bairong Inc.” to “Bairong AI Inc.” with effect from the date on which the Registrar enters the new name of the Company on the register of companies maintained by the Registrar in the Cayman Islands in place of the current name of the Company and issues the Certificate of Incorporation on Change of Name; and any director of the Company, the company secretary and the registered office provider of the Company be and are hereby authorised severally to do all such acts and things and execute all documents and (where required) under seal of the Company, and take all steps which, in his/her/its opinion, may be necessary, desirable or expedient to implement and give effect to the aforesaid change of name of the Company and to attend to any necessary registration(s) and/or filings for and on behalf of the Company.”

By order of the Board
Bairong Inc.
Zhang Shaofeng
Chairman

Hong Kong, June 8, 2026

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Registered office:
PO Box 309, Ugland House
Grand Cayman KY1-1104, Cayman Islands

Headquarters:
1-3/F, Tower A, No. 10 Furong Street
Chaoyang District, Beijing, China

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

Notes:

1. Capitalized terms that are not otherwise defined herein shall have the meanings ascribed to them in the circular of the Company dated June 8, 2026 (the “Circular”).

2. The passing of the special resolution requires approval by the holders of Class A shares and Class B shares of the Company by not less than three-fourths of the votes cast by the members of the Company present and voting in person or by proxy at the meeting.

3. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint another person as proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint any number of proxies to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

4. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, must be deposited at the Hong Kong share registrar of the Company (i.e. Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) as soon as possible but in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

5. To ascertain shareholders’ eligibility to attend and vote at this meeting, the register of members of the Company will be closed from Thursday, June 25, 2026 to Tuesday, June 30, 2026 (both days inclusive) during which period no share transfer will be effected. In order to qualify for attending and voting at the annual general meeting, unregistered holders of shares of the Company should ensure that all completed transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company (i.e. Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong), for registration no later than 4:30 p.m. on Wednesday, June 24, 2026. The record date for determining shareholders’ eligibility to attend and vote at this meeting is Tuesday, June 30, 2026.

As at the date of this announcement, the Board comprises Mr. Zhang Shaofeng, Ms. Wang Qing and Mr. Chan Chun Kit as executive Directors, Professor Liao Jianwen as non-executive Director, and Professor Chen Zhiwu, Mr. Zhou Hao and Dr. Li Yao as independent non-executive Directors.

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