BaTeLab Co., Ltd. — Board/Management Information 2025

Jun 6, 2025

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BaTelab

BaTeLab Co., Ltd.

蘇州貝克微電子股份有限公司

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2149)

ANNOUNCEMENT

(1) PROPOSED CHANGE OF AUDITOR;
(2) PROPOSED ELECTION OF DIRECTORS OF THE SECOND SESSION OF THE BOARD OF DIRECTORS; AND
(3) PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE AND AMENDMENTS TO ARTICLES OF ASSOCIATION AND RELEVANT RULES OF PROCEDURE

The board (the "Board") of directors (the "Directors") of BaTeLab Co., Ltd. (the "Company") hereby announces that on 6 June 2025, the Board has considered and approved, among other matters, the resolutions on the change of auditor (the "Auditor"), the election of Directors of the second session of the Board, the abolishment of the supervisory committee of the Company (the "Supervisory Committee") and the amendments to the Articles of Association (the "Articles of Association") and relevant rules of procedure of the Company.

1. PROPOSED CHANGE OF AUDITOR

The Board hereby announces that in order to take cost-effectiveness into account, the Company has initiated the change process of the Auditor. Such change will maintain the independence of the Company's external audit services and is in the interests of the Company and its shareholders (the "Shareholders") as a whole.

KPMG ("KPMG") has served as the Company's Auditor since 2023 and will retire upon the expiration of its term of office from the conclusion of the annual general meeting of 2024 of the Company (the "AGM").

The Board and the audit committee of the Company (the "Audit Committee") have confirmed that there is no disagreement between the Company and KPMG and there are no other matters relating to the proposed change of Auditor that need to be brought to the attention of the Shareholders.

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The Board would like to express its sincere gratitude to KPMG for the professional and quality services previously provided to the Company.

Upon the recommendation of the Audit Committee, the Board proposed the appointment of Rongcheng (Hong Kong) CPA Limited (“Rongcheng”) as the new Auditor. Considering that RSM China CPA LLP was the domestic auditing institution of the Company and has maintained communication all along, the Board thus suggested.

Such appointment shall take effect upon the conclusion of the AGM and remain valid until the end of the next annual general meeting.

This appointment will be submitted to the AGM as an ordinary resolution for approval.

2. PROPOSED ELECTION OF DIRECTORS OF THE SECOND SESSION OF THE BOARD

Reference is made to the announcement of the Company dated 7 November 2024 in relation to, among other things, the postponed election of the new session of the Board of the Company.

As the term of the first session of the Board has expired, in accordance with the Articles of Association, Mr. Li Zhen, Mr. Zhang Guangping and Mr. Li Yi have been nominated as the executive Director candidates for the second session of the Board, Mr. Kong Jianhua has been nominated as the non-executive Director candidate for the second session of the Board, Mr. Zhao Heming, Mr. Wen Chengge, Mr. Ma Ming and Ms. Kang Yuanshu have been nominated as independent non-executive Director candidates of the second session of the Board at the meeting of the Board convened on 6 June 2025. The term of the Directors of the second session of the Board will be three years with effect from the date of the consideration and approval at the AGM.

The biographical details of the above Director candidates will be disclosed in the circular to be published and/or dispatched in due course.

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The remuneration of the executive Directors shall be determined in accordance with the positions they hold in the Company and the remuneration management policy of the Company, and shall not receive additional remuneration as a Director. The non-executive Directors shall not receive remuneration from the Company. The independent non-executive Directors shall receive the remuneration of RMB60,000 (tax inclusive) per year from the Company.

3. PROPOSED ABOLISHMENT OF THE SUPERVISORY COMMITTEE AND AMENDMENTS TO ARTICLES OF ASSOCIATION AND RELEVANT RULES OF PROCEDURE

In accordance with the latest Company Law of the People's Republic of China («中華人民共和國公司法») that came into force on 1 July 2024 (the "New Company Law") and to further improve the corporate governance of the Company, the Board resolved and proposed to amend the existing Articles of Association in accordance with the New Company Law, the Listing Rules and the actual needs of the Company's strategic development (the "Proposed Amendments").

The major contents of the Proposed Amendments include:

(1) abolishing the Supervisory Committee and transferring its functions to the Audit Committee;
(2) adjusting certain powers of the Shareholders' meeting and the Board;
(3) strengthening the rights of Shareholders, adjusting the proportion of the total number of voting shares of the Company, individually or collectively, to submit proposals to the Company to more than one percent;
(4) further clarifying the arrangement on the electronic dissemination of the corporate communications of the Company; and
(5) other corresponding and miscellaneous amendments.

In accordance with the amendments to the Articles of Association, the Board proposed to amend the relevant contents of the Rules of Procedure for the Shareholders' Meetings and the Rules of Procedure for the Board Meetings accordingly, and to abolish the Rules of Procedure for the Supervisory Committee.

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In addition, references are made to the announcements of the Company dated 21 May 2025 and 28 May 2025 in relation to, among other things, the Company has completed the placing of 3,000,000 new H shares, the Board proposed to amend the Articles of Association in respect of the registered capital and the total number of Shares accordingly.

The proposed change of Auditor and the election of directors of the second session of the Board will not become effective until they have been approved by the Shareholders by way of ordinary resolutions at the AGM. The proposed amendments to the Articles of Association and relevant rules of procedure will not become effective until they have been approved by the Shareholders by way of a special resolution at the AGM. A circular containing, among other things, details of the proposed change of Auditor, the election of directors of the second session of the Board and the amendments to the Articles of Association and relevant rules of procedure will be published and/or dispatched to the Shareholders in due course.

By order of the Board

BaTeLab Co., Ltd.

Mr. Li Zhen

Chairman

Suzhou, the PRC, 6 June 2025

As at the date of this announcement, the Board of Directors comprises Mr. Li Zhen, Mr. Zhang Guangping and Mr. Li Yi as executive Directors; Mr. Kong Jianhua as non-executive Director; and Mr. Zhao Heming, Mr. Wen Chengge, Mr. Ma Ming and Ms. Kang Yuanshu as independent non-executive Directors.

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