Beijing Airdoc Technology Co., Ltd. - Proxy Solicitation & Information Statement 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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Beijing Airdoc Technology Co., Ltd. 北京鷹瞳科技發展股份有限公司

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

(Stock code: 2251)

(1) PROPOSED APPOINTMENT OF A DIRECTOR

(2) APPLICATION FOR THE 2024 H SHARE FULL CIRCULATION

(3) PROPOSED GRANT OF AUTHORIZATION TO DEAL WITH MATTERS RELATED TO THE APPLICATION FOR THE 2024 H SHARE FULL CIRCULATION

(4) PROPOSED CHANGE IN USE OF PROCEEDS

(5) USE OF IDLE FUNDS FOR CASH MANAGEMENT

(6) PROPOSED ADOPTION OF THE 2024 EQUITY INCENTIVE SCHEME

(7) PROPOSED AUTHORIZATION TO THE BOARD AND/OR ITS AUTHORIZED PERSONS TO HANDLE MATTERS IN RELATION TO THE 2024 EQUITY INCENTIVE SCHEME

(8) PROPOSED AUTHORIZATION FOR ISSUANCE OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS AND

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of Beijing Airdoc Technology Co., Ltd. to be held at Room 21, 4th Floor, Building 2, A2 Yard, West Third Ring North Road, Haidian District, Beijing, PRC on Friday, October 18, 2024 at 11: 00 a.m. is set out on pages 34 to 36 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 (www.hkexnews.hk) and the Company (www.airdoc.com).

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 11: 00 a.m. on Thursday, October 17, 2024) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM if they so wish.

September 27, 2024

CONTENT

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
APPENDIX I	— THE 2024 H SHARE FULL CIRCULATION PLAN . . . . . . . . . .	21
APPENDIX II	— PRINCIPAL TERMS OF THE 2024 SHARE INCENTIVE
	SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
APPENDIX III	— PROPOSED AUTHORIZATION FOR ISSUANCE OF
	ONSHORE AND OFFSHORE DEBT
	FINANCING INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . .		34

– i –

DEFINITIONS

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

‘‘2024 Equity Incentive the 2024 H Share equity incentive scheme to be adopted by the Scheme’’ or ‘‘Scheme’’ Company
‘‘2024 H Share Full the 2024 full circulation of the shares of the Company, approved Circulation’’ by the Board during its meeting held on August 28, 2024, pursuant to which a total of 50,151,012 Unlisted Shares of the Company can be converted into H Shares and listed on the Stock Exchange
‘‘Articles of the articles of association of the Company, as amended from Associations’’ time to time
‘‘Audit Committee’’ the audit committee of the Company
‘‘authorized person(s)’’ person(s) authorized by the Board
‘‘Board’’ the board of Directors
‘‘Company’’ Beijing Airdoc Technology Co., Ltd. (北京鷹瞳科技發展股份有限公司), a joint stock company incorporated in the PRC with limited liability on September 9, 2015 and the H Shares of which were listed on the Stock Exchange on November 5, 2021
‘‘Company Law’’ the Company Law of the PRC, as amended and supplemented from time to time
‘‘connected transaction(s)’’
has the meaning ascribed to it under the Listing Rules
‘‘Conversion and Listing’’
upon obtaining all relevant approvals (including approvals from the CSRC and the Stock Exchange) and having complied with all applicable laws, rules and regulations, such Unlisted Shares shall be converted into H Shares and the Company will apply to the Stock Exchange for the listing of, and permission to deal in, such H Shares on the Main Board
‘‘Core Product’’
has the meaning ascribed to it in Chapter 18A of the Listing Rules; for the purpose of this prospectus, our Core Product refers to our Airdoc-AIFUNDUS
‘‘CSRC’’
China Securities Regulatory Commission (中國證券監督管理委員會)
‘‘Director(s)’’

the director(s) of the Company

– 1 –

DEFINITIONS

‘‘EGM’’

the 2024 first extraordinary general meeting of the Company to be held at 11: 00 a.m. on Friday, October 18, 2024
‘‘General Mandate’’ the general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on June 26, 2024 to allot, issue and/or deal with 20,713,602 Shares, being 20% of the total number of Shares in issue (excluding the Treasury Shares, if any) as of June 26, 2024
‘‘Global Offering’’ the offer of H shares for subscription as described in the Prospectus
‘‘Grantee(s)’’ selected Grantees in the 2024 Equity Incentive Scheme
‘‘Grant Price’’ the price to be paid by the Grantees for obtaining the Incentives as determined by the Board or its authorized persons from time to time during the Scheme Period after the Scheme is approved by the Shareholders at the EGM
‘‘Group’’ the Company and its subsidiaries
‘‘H Share(s)’’ overseas listed foreign share(s) in the share capital of the Company with a nominal value of Renminbi 1.00 each, which is(are) subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange
‘‘H Share Full the application proposed by the Company for the partial Circulation’’ conversion of Unlisted Shares into H Shares and the listing and circulation of such Shares on the Main Board of the Stock Exchange
‘‘H Share Registrar’’ Tricor Investor Services Limited
‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC
‘‘Incentive(s)’’ incentive(s) granted by the Board to the Grantees and vested by way of Incentive Shares under the Scheme Rules
‘‘Incentive Shares’’ H Shares underlying the Incentives to be granted to the Grantees
‘‘Latest Practicable September 27, 2024, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information contained herein
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange, as amended and supplemented from time to time

– 2 –

DEFINITIONS

‘‘Main Board’’ the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with the GEM of the Stock Exchange
‘‘Notice of the EGM’’ the notice of the EGM dated September 27, 2024, a copy of which is set out on pages 34 to 36 of this circular
‘‘Participant(s)’’ selected participants in the 2024 Equity Incentive Scheme
‘‘PRC’’ the People’s Republic of China, but for the purpose of this circular only, excluding Hong Kong, the Macau Special Administrative Region and Taiwan
‘‘Proceeds’’ the net proceeds obtained by the Company in relation to the Global Offering
‘‘Proposed Change in the proposed change in the use of Proceeds and reallocation of Use of Proceeds’’ the unutilized amount of the Proceeds of approximately HK$723.7 million in total as of July 31, 2024
‘‘Prospectus’’ the prospectus issued by the Company dated October 26, 2021
‘‘Remuneration and the remuneration and appraisal committee of the Company Appraisal Committee’’
‘‘RMB’’ Renminbi, the lawful currency of the PRC
‘‘Scheme Limit’’ the maximum number of the Incentive Shares that are grantable under the 2024 Equity Incentive Scheme, being 15,535,202 H Shares
‘‘Scheme Rules’’ the rules of the 2024 Equity Incentive Scheme which govern the operation and administration of the Scheme, as may be amended from time to time
‘‘Securities Law’’ the Securities Law of the PRC, as amended and supplemented from time to time
‘‘Shareholder(s)’’ holder(s) of Shares
‘‘Shares’’ shares of the Company, comprising H Shares and Unlisted Shares of the Company
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘Strategic Committee’’ the strategic committee of the Company
‘‘Trust’’ the trust to be established to serve the 2024 Equity Incentive Scheme

– 3 –

DEFINITIONS

‘‘Trust Agreement’’ the trust agreement between the Company and the Trustee, as may be restated, supplemented and amended from time to time ‘‘Trustee’’ the trustee appointed by the Company for the purpose of the Trust, which is an independent third party of the Company ‘‘Unlisted Share(s)’’ domestic share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is(are) subscribed for and paid up in Renminbi by domestic investors and currently not listed on any stock exchange

% per cent

– 4 –

LETTER FROM THE BOARD

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Beijing Airdoc Technology Co., Ltd. 北京鷹瞳科技發展股份有限公司

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

(Stock code: 2251)

Executive Directors: Head Office, Registered Office and Mr. ZHANG Dalei (張大磊) Principal Place of Business in the PRC: (Chairman and chief executive officer) Room 21, 4th Floor, Building 2, A2 Yard Ms. WANG Lin (王林) West Third Ring North Road Dr. HE Chao (和超) Haidian District Mr. QIN Yong (秦勇) Beijing PRC Independent Non-executive Directors: Mr. WU Yangfeng (武陽豐) Principal Place of Business in Hong Kong: Mr. HUANG Yanlin (黃彥林) Room 1901, 19/F, Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong

September 27, 2024

To the Shareholders:

Dear Sir or Madam,

     - (1) PROPOSED APPOINTMENT OF A DIRECTOR

(2) APPLICATION FOR THE 2024 H SHARE FULL CIRCULATION
- (3) PROPOSED GRANT OF AUTHORIZATION TO DEAL WITH MATTERS RELATED TO THE APPLICATION FOR THE 2024 H SHARE FULL CIRCULATION
  - (4) PROPOSED CHANGE IN USE OF PROCEEDS
- (5) USE OF IDLE FUNDS FOR CASH MANAGEMENT
(6) PROPOSED ADOPTION OF THE 2024 EQUITY INCENTIVE SCHEME
(7) PROPOSED AUTHORIZATION TO THE BOARD AND/OR
ITS AUTHORIZED PERSONS TO HANDLE MATTERS IN RELATION TO THE 2024 EQUITY INCENTIVE SCHEME
(8) PROPOSED AUTHORIZATION FOR ISSUANCE OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS

AND

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

– 5 –

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with the Notice of the EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

At the EGM, the following resolutions will be proposed to consider, and (if thought fit) approve:

(1) the proposed appointment of a Director;
(2) the application for the 2024 H Share Full Circulation;
(3) the proposed grant of authorization to deal with matters related to the application for the 2024 H Share Full Circulation;
(4) the Proposed Change in Use of Proceeds;
(5) the use of idle funds for cash management;
(6) the proposed adoption of the 2024 Equity Incentive Scheme;
(7) the proposed authorization to the Board and/or its authorized persons to handle matters in relation to the 2024 Equity Incentive Scheme; and
(8) the proposed authorization for issuance of onshore and offshore debt financing instruments.

2. DETAILS OF THE RESOLUTIONS

ORDINARY RESOLUTIONS

(1) Proposed Appointment of a Director

Reference is made to (a) the announcement of the Company dated August 28, 2024 in relation to the resignation of a Director and the proposed appointment of a Director. Mr. NG Kong Ping Albert (吳港平) (‘‘Mr. Albert Ng’’) tendered his resignation as an independent non-executive Director with immediate effect, in order to devote more time to his other work commitments; and (b) the announcement of the Company dated September 20, 2024, in relation to the proposed appointment of Mr. Ng Ho Yin Owen (吳浩然) (‘‘Mr. Owen Ng’’) as an independent non-executive Director of the second session of the Board. Upon his resignation as an independent non-executive Director, Mr. Albert Ng ceases to be chairman of the Audit Committee, a member of the Remuneration and Appraisal Committee, and a member of the Strategy Committee. On September 20, 2024, the Board resolved to propose the appointment of Mr. Owen Ng Ho Yin Owen as an independent non-executive Director of the second session of the Board for Shareholders’ consideration and approval at the EGM, and resolved to appoint Mr. Owen Ng as

– 6 –

LETTER FROM THE BOARD

the chairman of the Audit Committee and a member of each of the Remuneration and Appraisal Committee and the Strategy Committee, conditional upon Mr. Owen Ng being approved by the Shareholders as an independent non-executive Director.

An ordinary resolution will be proposed at the EGM for the Shareholders to consider and approve the appointment of Mr. Owen Ng as an independent non-executive Director of the second session of the Board. The appointment will be effective upon the approval by the Shareholders at the EGM. The appointment of Mr. Owen Ng as the chairman of the Audit Committee and a member of each of the Remuneration and Appraisal Committee and the Strategy Committee will become effective upon his appointment as an independent and non-executive Director being approved by the Shareholders.

The biographical details of Mr. Owen Ng are as follows:

Mr. Ng Ho Yin Owen (吳浩然), aged 44, has over 11 years of extensive experience in accounting, taxation, financial management and corporate finance. Since 2012, Mr. Owen Ng has been serving as the company secretary and financial controller of Wing Lee Property Investments Limited, a company incorporated in Bermuda whose shares are listed on the Main Board of the Stock Exchange (stock code: 864).

Mr. Owen Ng is currently a certified public accountant of the Hong Kong Institute of Certified Public Accountants and a certified practicing accountant of CPA Australia. Mr. Owen Ng holds a Bachelor of Business (Accountancy) degree and Bachelor of Information Technology degree from the Queensland University of Technology, Australia. Accordingly, Mr. Owen Ng has the appropriate professional qualifications or accounting or related financial management expertise as required under Rule 3.10 of the Listing Rules. Considering Mr. Owen Ng’s extensive experience and professional qualifications, the Board believes that he possesses the necessary caliber, attributes, and relevant experience to serve as a Director of the Company.

The independence of Mr. Owen Ng has been assessed and reviewed by the nomination committee of the Company and the Board pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. While Mr. Owen Ng is the nephew of Mr. Albert Ng, who resigned as an independent non-executive Director on August 28, 2024, the nomination committee of the Company and the Board consider that Mr. Owen Ng is independent and an appropriate candidate to fill the casual vacancy arising from the resignation of Mr. Albert Ng for the following reasons: (i) Mr. Owen Ng satisfies all the independence criteria under Rule 3.13 of the Listing Rules, except for Rule 3.13(6) of the Listing Rules, which applies solely because he is the nephew of a resigned Director of the Company; (ii) the Company believes that Mr. Owen Ng is capable of exercising sound professional judgment and drawing upon his expertise in accounting, taxation, financial management, corporate finance and post-listing compliance practices to bring contribution and benefits to the Board, the Company and the Shareholders as a whole; and (iii) the nomination process of Mr. Owen Ng was made by the nomination committee of the Company and the Board without influence or interference by Mr. Albert Ng. Save for Rule 3.13(6) of the Listing Rules mentioned

– 7 –

LETTER FROM THE BOARD

above, Mr. Owen Ng has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules. The Stock Exchange has confirmed that it agreed with the Company’s view that Mr. Owen Ng is independent to act as an independent non-executive director of the Company.

The term of office of Mr. Owen Ng shall commence from the date of approval at the EGM until the expiry of the term of the second session of the Board. Mr. Owen Ng shall be eligible for re-election upon the expiry of his term of office. The Company will enter into a service contract with Mr. Owen Ng upon approval at the EGM. Mr. Owen Ng will receive an annual director’s fee of RMB180,000 (tax included) from the Company during his term of office. His remuneration is recommended by the Remuneration and Appraisal Committee and determined by the Board with reference to the Group’s remuneration policy and taking into account, among others, his qualifications and experience, the responsibilities undertaken and the prevailing market level of remuneration for similar positions.

Save as disclosed above, Mr. Owen Ng did not hold any directorships in any listed companies in the past three years prior to the Latest Practicable Date, did not hold any positions in the Company or any of its subsidiaries, and did not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As of the Latest Practicable Date, Mr. Owen Ng did not have any interest in the securities of the Company (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)). Mr. Owen Ng has not been subject to any penalty or punishment imposed by the CSRC or any other relevant authorities or stock exchanges. Save as disclosed above, the Board is not aware of other information on the proposed appointment of Mr. Owen Ng which shall be disclosed pursuant to the requirements set out in Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

Following the appointment of Mr. Owen Ng as an independent non-executive Director, the Company will have (i) three independent non-executive Directors (representing at least one-third of the Board), one of which has appropriate professional qualifications or accounting or related financial management expertise and is ordinarily resident in Hong Kong, which will be in compliance with Rules 3.10, 3.10A and 19A.18 (1) of the Listing Rules; and (ii) three members in the Audit Committee (chaired by an independent non-executive Director), which will be in compliance with Rule 3.21 of the Listing Rules.

(2) Application for the 2024 H Share Full Circulation

Reference is made to the announcement of the Company date August 28, 2024 in relation to, among others, the 2024 H Share Full Circulation. On August 28, 2024, the Board of Directors resolved to approve the application for the 2024 H Share Full Circulation. An ordinary resolution will be proposed at the EGM for the Shareholders to consider and approve the application for the 2024 H Share Full Circulation, the details of which are set out in the Appendix I to this circular.

– 8 –

LETTER FROM THE BOARD

As of the Latest Practicable Date, the Company has not applied to the CSRC for the 2024 H Share Full Circulation and details of the implementation plan of the 2024 H Share Full Circulation and the Conversion and Listing have not been finalized. The Company will make further announcement(s) on the progress of the 2024 H Share Full Circulation and the Conversion and Listing in accordance with the Inside Information Provision under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and/or the requirements of the Listing Rules.

The 2024 H Share Full Circulation and the Conversion and Listing are subject to other relevant procedures as required by the CSRC, the Stock Exchange and other domestic and overseas regulatory authorities. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

(3) Proposed Grant of Authorization to Deal with Matters Related to the Application for the 2024 H Share Full Circulation

An ordinary resolution will be proposed at the EGM for the Shareholders to consider and approve on the grant of authorization to the Board of Directors and its delegated persons to deal with matters related to the application for the 2024 H Share Full Circulation.

The Shareholders who applied for the 2024 H Share Full Circulation have agreed to authorize the Board and/or its delegated persons to apply to the CSRC, the Stock Exchange and other relevant regulatory authorities for the 2024 H Share Full Circulation and be responsible for handling matters relating to the 2024 H Share Full Circulation.

It is proposed at the EGM that Board and its delegated persons (unless otherwise authorized by the Board, such delegated persons shall be the chairman of the Board, the secretary to the Board and the management of the Company) be authorized to handle all matters relating to the 2024 H Share Full Circulation at their sole discretion. The scope of authorization includes but is not limited to:

(a) implementing and adjusting the specific plan for the 2024 H Share Full Circulation in accordance with the implementation rules, new regulations, guidance opinions, national policies formulated by the competent authorities and the review opinions or requirements of the relevant regulatory authorities on the matters relating to the 2024 H Share Full Circulation on the basis of the full circulation plan determined by the Company;
(b) dealing with the reporting matters in relation to the 2024 H Share Full Circulation, including but not limited to preparing, producing, amending, signing, supplementing, submitting, reporting, implementing and announcing the relevant reporting documents and other legal documents in relation to the 2024 H Share Full Circulation in accordance with the requirements of the

– 9 –

LETTER FROM THE BOARD

relevant regulatory authorities, and signing, amending, supplementing, submitting, reporting and implementing various legal documents in relation to the 2024 H Share Full Circulation on behalf of the Company;

(c) being responsible for obtaining and handling all the matters in relation to all approvals and permits from the CSRC, the Stock Exchange and/or any other relevant domestic and overseas authorities for the 2024 H Share Full Circulation, handling the cross-border transfer registration and overseas centralized custody for the Unlisted Shares, foreign exchange registration and listing on the Main Board of the Stock Exchange in accordance with the relevant laws and regulations and the authorized/approved plan on behalf of the Company; and
(d) taking all necessary actions on behalf of the Company, to the extent permitted by applicable laws and regulations and the Articles of Association, to determine and handle all other matters relating to the application for the 2024 H Share Full Circulation.

(4) Proposed Change in Use of Proceeds

Reference is made to the announcement of the Company dated August 28, 2024 in relation to, among other, the Proposed Change in Use of Proceeds.

Use of Proceeds from the Global Offering

The Company successfully listed its H shares on the Main Board of the Stock Exchange on November 5, 2021 and obtained Proceeds of HK$1,550.7 million from the Global Offering in association with the listing. As of June 30, 2024, a total of HK$800.8 million, representing approximately 51.6% of the Proceeds from the Global Offering, had been utilized. The unutilized Proceeds from the Global Offering amounted to approximately HK$749.9 million as of July 31, 2024.

As disclosed in the Prospectus, the Group planned to use the Proceeds for the purposes of (i) optimization, development and commercialization of the Core Product; (ii) research and development and manufacturing of the hardware devices of the Group; (iii) ongoing and future R&D of our health risk assessment solutions; (iv) development of the Company’s portfolio to diversify AI-empowered retina-based early detection, diagnosis and health risk assessment solutions; (v) collaborations with academic and research institutions on joint research projects; and (vi) working capital and other general corporate purposes.

On August 28, 2024, after careful consideration and detailed evaluation of the Group’s R&D progress, operation level and business strategies, the Board resolved to propose the Proposed Change in Use of Proceeds for the Shareholders’ consideration and approval at the EGM.

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LETTER FROM THE BOARD

An analysis on the utilization of the Proceeds as of July 31, 2024 and the details of the proposed change in the use of Proceeds and reallocation of the unutilized amount of the Proceeds are summarized as follows:

	Original										Expected time
	allocation of	Original % of	Actual usage						Proposed		of full
	Proceeds as	Proceeds as	for the six	Actual usage	Unutilized	Unutilized			reallocation of	Revised % of	utilization of
Original use of Proceeds as	disclosed in	disclosed in	months ended	up to	Proceeds as of	Proceeds as of	Proposed change in		unutilized	unutilized	the unutilized
disclosed in the Prospectus	the Prospectus	the Prospectus	June 30, 2024	June 30, 2024	June 30, 2024	July 31, 2024	the use of Proceeds		Proceeds	Proceeds	proceeds
	(HK$ million)	(%)	(HK$ million)	(HK$ million)	(HK$ million)	(HK$ million)			(HK$ million)	(%)
Optimization, development	775.4	50	115.5	369.1	406.3	393.6	Same as original		233.6	32	2026
and commercialization of
our Core Product
Commercialization of	294.6	19	68.4	199.0	95.6	87.1	Same as original		87.1	12	2026
Airdoc-AIFUNDUS
(1.0)
Expansion of our	217.1	14	21.2	99.5	117.6	115.1	Same as original		55.1	8	2026
database, optimization
of our deep learning
algorithms and
improvement of our
engineering
infrastructure
Enhancement and	155.1	10	4.4	16.4	138.7	137.8	Same as original		37.8	5	2026
improvement of the
service scalability and
compliance
Funding for our clinical	108.5	7	21.5	54.2	54.3	53.6	Same as original		53.6	7	2026
research and clinical
product development,
including clinical trials
and regulatory
submission for the
indication expansion of
Airdoc-AIFUNDUS
(2.0) and
Airdoc-AIFUNDUS
(3.0)
Research and development	294.6	19	32.2	175.5	119.1	113.1	Research and development and		93.1	13	2026
and manufacturing of our							manufacturing of our
hardware devices							hardware devices , including
							our fundus cameras, myopia
							prevention and control
							hardware devices	and visual
							training hardware devices

– 11 –

LETTER FROM THE BOARD

Original use of Proceeds as disclosed in the Prospectus Ongoing and future R&D of our health risk assessment solutions, including (i) seeking potential collaboration, investment and acquisition opportunities with AI technology companies specialized in the cardiovascular and neurological diseases; (ii) advancing the development of customized health risk assessment solutions for different consumer healthcare settings; and (iii) expanding the coverage of diseases and lesions of our health risk assessment solutions. Development of our portfolio to diversify our AI-empowered retina-based early detection, diagnosis and health risk assessment solutions Collaborations with academic and research institutions on joint research projects Working capital and other general corporate purposes Total	Original allocation of Proceeds as disclosed in the Prospectus (HK$ million) 155.1 93.0 77.5 155.1 1,550.7	Original % of Proceeds as disclosed in the Prospectus (%) 10 6 5 10 100	Actual usage for the six months ended June 30, 2024 (HK$ million) 44.6 3.5 1.4 26.9 224.2	Actual usage up to June 30, 2024 (HK$ million) 91.7 29.6 17.6 117.3 800.8	Unutilized Proceeds as of June 30, 2024 Unutilized Proceeds as of July 31, 2024 Proposed change in the use of Proceeds Proposed reallocation of unutilized Proceeds Revised % of unutilized Proceeds Expected time of full utilization of the unutilized proceeds (HK$ million) (HK$ million) (HK$ million) (%) 63.4 63.4 Ongoing and future R&D of our health risk assessment solutions and expansion of our AI-based products and services, including (i) seeking potential collaboration, investment and acquisition opportunities with AI technology companies in the AI medical industry specializing in retinal AI technology, as well as with companies or businesses in the upstream and downstream industries of the Company’s sector which are specialized in AI technology and related healthcare services in the fields of cardiovascular, neurological diseases, ophthalmology and optometry~~specialized in the~~ ~~cardiovascular and~~ ~~neurological diseases~~ ~~;~~ (ii) advancing the development of customized health risk assessment solutions for different consumer healthcare settings; and (iii) expanding the coverage of diseases and lesions of our health risk assessment solutions. 252.2 35 2026 63.4 62.6 Development of our portfolio to diversify our AI-empowered retina-based early detection, diagnosis ~~and health risk~~ ~~assessment solutions~~ ~~,~~ health risk assessment and treatment solutions. 32.6 5 2024 59.9 59.8 Same as original 39.8 6 2024 37.8 31.1 Same as original 72.4 10 2024 749.9 723.7 — 723.7 100 —

Note: Any discrepancies in the table between totals and sums of amounts listed therein are due to rounding.

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LETTER FROM THE BOARD

Reasons for the Proposed Change in Use of Proceeds

The Board has been constantly evaluating the Group’s business objective and may change or modify plans against the changing market conditions to ascertain the business growth of the Group. The Board has also been taking a cautious approach continually when considering using the Proceeds, and closely monitoring the changes of the market conditions from time to time. The reasons for the Proposed Change in Use of Proceeds are as follows:

(a) as the scale of the Company’s business continued to expand, it has been observed that the marginal costs associated with investments aimed at improving or enhancing AI infrastructure have decreased more significantly than initially anticipated. Originally, the Proceeds were allocated towards the expansion of the retinal imaging database, the optimization of deep learning algorithms, and the improvement of engineering infrastructure. In the first year following the Company’s Listing, concentrated investments were made in these areas, particularly in expanding the breadth and depth of the Company’s AI algorithms to cover more chronic diseases, and in enhancing AI infrastructure for the algorithm training system, model development system, and model validation platform. However, following these initial concentrated investments, the subsequent annual investments required have seen diminishing marginal returns. At the same time, the Group’s efforts and progress in commercialization over recent years have enabled it to access a significant amount of data to train and optimize its deep leaning algorithms. Therefore, based on recent observation and projection, the budget required in these areas is now less than previously estimated, resulting in the Board’s proposal of a reallocation of the unutilized Proceeds towards other strategic initiatives;
(b) as aforementioned, the Group’s efforts and progress in commercialization over recent years have enabled it to access a significant amount of data and notable number of referable patients, which was instrumental in coordinating deep learning inference from the Group’s multiple learning models, refining the Group’s proprietary deep learning algorithms, and validating the product stability, reliability and compliance. The scale effect brought by the successful commercialization allows the Group to enhance its service scalability, speed up its R&D progress while ensuring compliance. As a result, the Group no long needs a large amount of additional cash investment to enhance its service scalability and compliance;
(c) the Group has continuously optimized its R&D procedures. Through consistent control and monitoring of its R&D expenses while advancing relevant R&D progress, the Group successfully completed the development of relevant pipeline products ahead of schedule, thus achieving significant cost savings. The Group successfully moved forward the R&D of its in-house proprietary AI-empowered hardware devices, in which AI-FUNDUSCAMERA-D has successfully completed R&D and

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LETTER FROM THE BOARD

progressed to commercialization stage, and AI-FUNDUSCAMERA-M has successfully completed R&D. The Group also completed the R&D of certain health risk assessment solutions ahead of schedule, including those for the early detection of ICVD, dementia, and other 55 types of disease risks. Hence, the Group no longer needs to use the Proceeds as originally allocated in the Prospectus for the R&D of the relevant products;

(d) to maintain technological leadership in the industry and firmly capture commercial opportunities in the China’s AI medical market, the Company planned to gradually expand the Group’s business from the provision of detection, diagnosis and health risk assessment solutions to the provision of integrated solutions comprising detection, diagnosis, health risk assessment and treatment, and expanded its product portfolio to include myopia prevention and control AI products and visual training AI products. Therefore, the Board proposes to allocate more Proceeds to the R&D, clinical trials and registration filings, manufacturing and commercialization of the Group’s AI-empowered retina-based myopia prevention and control AI products and visual training AI products. Furthermore, in light of the maturity, stability and reliability of the Group’s products and proprietary algorithms, the Board decided to reallocate a portion of the Proceeds towards external growth initiatives, to seek potential collaboration, investment and acquisition opportunities with AI technology companies in the AI medical industry specializing in retinal AI technology, as well as with companies or businesses in the upstream and downstream industries of the Company’s sector which are specialized in AI technology and related healthcare services in the fields of cardiovascular, neurological disease, ophthalmology and optometry, so as to integrate the Company within the industry value chain, thereby enhancing business scalability, achieving greater economies of scale, and delivering long-term value to the Shareholders. The Company has assessed, and will continue to assess prudently the business opportunities to expand its product portfolio through investments, acquisitions, in-licensing or other collaboration arrangements with regard to these technologies; and
(e) considering the Group’s rapid development after the listing, the Board also considered that it would be appropriate to reallocate additional unutilized Proceeds to the use of working capital and other general corporate purposes.

The Board considered that the Group’s development strategy, together with the corresponding proposal of change in use of the unutilized Proceeds, is an unwavering commitment to, and a natural evolution of, the business strategies as outlined in the Prospectus. As of the Latest Practicable Date, there was no material change in the nature of the businesses of the Group. The Proposed Change in Use of Proceeds would not have any material adverse effect on the existing business and operations of the Group, and would allow the Group to deploy its financial resources more effectively to enhance its R&D capacity, strategically expand its product pipeline, and achieve both

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LETTER FROM THE BOARD

organic and external growth. Therefore, the Board is of the view that the Proposed Change in Use of Proceeds is in the best interests of the Group and the Shareholders as a whole.

An ordinary resolution will be proposed at the EGM to approve, among other things, the above proposal in relation to the Proposed Change in Use of Proceeds from the Global Offering.

(5) Use of Idle Funds for Cash Management

To ensure the sustainability of the Company’s cash management, without affecting normal operations and while maintaining controllable risk, the Board of Directors proposes that, based on the business development plan and financial conditions, the Group may continue to use its idle funds to purchase or subscribe for cash management products for cash management purpose within the period commencing from the date of the EGM until the conclusion of the annual general meeting for the financial year ending December 31, 2024 (the ‘‘Period’’). The idle funds (including the corresponding returns) can be used repeatedly, provided that the total balance of the outstanding cash management products at any time during the Period shall not exceed RMB1.0 billion.

The idle funds may be used to purchase or subscribe for, among others, securities, wealth management products, asset management products, bonds and funds. The Company will prudently evaluate the cash management products, conduct strict risk control in accordance with relevant policies, and select those products with high security and relatively good liquidity and returns. Notwithstanding this resolution being approved by the Shareholders at the EGM, using idle funds to purchase cash management products may still constitute notifiable transactions and be subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules. The Company will review and monitor its cash management activities to ensure compliance with the requirements under Chapter 14 of the Listing Rules each time it purchases the cash management products.

An ordinary resolution will be proposed at the EGM for the Shareholders to consider and approve the use of idle funds for cash management.

SPECIAL RESOLUTIONS

(6) Proposed Adoption of the 2024 Equity Incentive Scheme

Reference is made to the announcement of the Company dated August 28, 2024 in relation to the proposed adoption of the 2024 Equity Incentive Scheme.

Principal Terms of the 2024 Equity Incentive Scheme

In order to (a) further improve the Company’s governance structure, establish and enhance a long-term incentive and retention mechanism to attract and retain outstanding talents and fully mobilize their enthusiasm and creativity, (b) effectively

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LETTER FROM THE BOARD

enhance the cohesion of the core team and the core competitiveness of the Company, (c) organically integrate the interests of Shareholders, the Company and the core team and promote all parties to focus on the long-term development of the Company, and (d) ensure the realization of the Company’s development strategy and operational objectives so as to maximize and safeguard Shareholder interests, the Board resolved at its meeting held on August 28, 2024 to adopt the 2024 Equity Incentive Scheme and to propose the adoption of the Scheme for Shareholders’ consideration and approval at the EGM.

The principal terms of the Scheme are set out in Appendix II to this circular.

Implications of the Listing Rules

The Scheme was contemplated and adopted to be funded solely by the existing Shares to be purchased through the Trustee on the Stock Exchange at the market price. The Scheme constitutes a share scheme under Chapter 17 of the Listing Rules and shall be subject to the applicable disclosure requirements under Rule 17.12 of the Listing Rules. However, as the Scheme does not involve the issue of new Shares or the grant of any options to new Shares of the Company, it does not constitute a scheme involving the issue of new shares as referred to in Chapter 17 of the Listing Rules.

Pursuant to the Scheme, Participants may include the Directors. Proposed grant of Incentives by the Company to the Directors will constitute connected transactions of the Company under Chapter 14A of the Listing Rules and shall, among other things, be subject to approval by independent Shareholders at a general meeting, except as exempted under Rules 14A.73(6) and 14A.95 of the Listing Rules. As the Incentives are granted to the Directors pursuant to their service contracts with the Group and form part of their remuneration packages thereunder, the grant of Incentives to the Directors is exempt from the reporting, announcement and independent Shareholders’ approval requirements under Rules 14A.73(6) and 14A.95 of the Listing Rules.

Public Float

The Company shall take appropriate measures to ensure compliance with the public float requirements as stipulated in the Listing Rules and/or as required by the Stock Exchange from time to time. The Company will not conduct or instruct the Trustee to conduct any on-market purchase of the Incentive Shares unless the public float requirements are complied with.

(7) Proposed Authorization to the Board and/or Its Authorized Persons to Handle Matters in Relation to the 2024 Equity Incentive Scheme

Reference is made to the announcement of the Company dated August 28, 2024 in relation to the proposed authorization to the Board and/or its authorized persons to handle matters in relation to the 2024 Equity Incentive Scheme.

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LETTER FROM THE BOARD

Upon approval by the Shareholders at the EGM, following authorizations shall be granted to the Board, and the Board may further delegate such authorizations to its authorized persons, to deal with matters in relation to the administration of the Scheme with full authority:

(i) to interpret the Scheme and formulate specific implementation rules and take necessary measures to implement the Scheme and the implementation rules, including but not limited to, establishment of the Trust, examination of the eligibility of the Participants, and determination of Participants, number of Incentive Shares to be granted, content and format of the grant agreement, granting conditions, the grant date, the Grant Price, and the vesting schedule and conditions. For the avoidance of doubt, the Scheme shall be interpreted by the Board, and the list of Grantees, the number of Incentive Shares granted to the Grantees, the Grant Price and the vesting schedule and conditions shall be determined by the Board;
(ii) to deal with all matters necessary for the grant and vesting of the Incentives, and to sign the grant agreements or grant letters with the Grantees on behalf of the Company;
(iii) to formulate and adjust in its discretion based on the operation and management needs of the Group, the Grant Price, the vesting schedule and conditions, and expiration conditions of the Incentive, to examine and verify whether the grant, vesting or expiration conditions of the Incentive are satisfied, and to handle all matters necessary for the grant, vesting or expiration of Incentives;
(iv) to adjust the Grant Price or the number of Incentive Shares granted to the Grantees, or to accelerate vesting of the Incentives, in the event that the Incentives are affected by conversion of capital reserve into Shares, issue of bonus Shares, Share subdivisions, Share consolidation, Share placing or rights issue, change in control, voluntary winding-up, a compromise or debt repayment arrangement or issue of additional Shares. For the avoidance of doubt, the above-mentioned adjustment shall be approved by the Board;
(v) to handle matters in relation to the Incentives in the event of special circumstances stipulated in the Scheme, such as resignation, dismissal, retirement, work adjustment, incapacity to work or death occurs to the Grantees;
(vi) to adjust the number of grantable Incentive Shares under the Scheme Limit due to waiver by the Grantees and lapse or forfeiture of Incentives granted. For the avoidance of doubt, the above-mentioned adjustment shall be approved by the Board;

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LETTER FROM THE BOARD

(vii) to set up or adjust the disposal period of Incentive Shares, and during which, accept the instructions from the Grantees and instruct the Trustee to dispose of the Incentive Shares after vesting in accordance with the relevant laws and regulations and the Listing Rules;
(viii) to determine the amendment, alteration and suspension of the Scheme and to obtain approval required for such adjustments from regulatory authorities (if any) in accordance with laws, regulations or requirements of the relevant regulatory authorities;
(ix) to handle procedures in relation to approval, registration, filing with, verification and consent to be received from the relevant governments and institutions (if any); to sign, implement, amend and finalize documents to be submitted to relevant governments, authorities, organizations and individuals (if any); and to take all actions as it deems necessary, appropriate or advisable in connection with the Scheme;
(x) to sign, execute, modify and terminate all documents in relation to the administration of Scheme, to handle all procedures in relation to, and conduct all relative actions as it considers to be necessary, expedient or appropriate for the effectiveness of, the Scheme;
(xi) to engage the Trustee, accountant, solicitor, adviser and other professional institutions for the administration of Scheme;
(xii) to determine all matters in respect of the Trust Agreement and sign the Trust Agreement on behalf of the Company; and
(xiii) to handle other matters necessary for the administration of the Scheme.

This resolution has been approved by the Board at its meeting held on August 28, 2024 and is hereby submitted to the Shareholders for consideration and approval by way of special resolution at the EGM.

(8) Proposed Authorization for Issuance of Onshore and Offshore Debt Financing Instruments

A special resolution will be proposed at the EGM for the Shareholders to consider and approve the granting of authorization for issuance of onshore and offshore debt financing instruments, details of which are set out in Appendix III to this circular.

As of the Latest Practicable Date, the Company did not have any concrete plan or timetable regarding the issue of debt financing instruments. Subject to the approval of this resolution by the Shareholders, the Board will comply with all the relevant requirements of the Listing Rules, the Articles of Association and the relevant laws and regulations of the PRC when exercising its power for the potential issuance of debt financing instruments in accordance with the authorization under this resolution.

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LETTER FROM THE BOARD

3. THE EGM

The EGM will be held at Room 21, 4th Floor, Building 2, A2 Yard, West Third Ring North Road, Haidian District, Beijing, PRC on Friday, October 18, 2024 at 11: 00 a.m.. Notice convening the EGM is set out on pages 34 to 36 of this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.airdoc.com).

4. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The register of members of H Shares will be closed from Tuesday, October 15, 2024 to Friday, October 18, 2024, both days inclusive, during which period no transfer of H Shares will be registered, in order to determine the holders of the H Shares of the Company who are entitled to attend and vote at the EGM to be held on Friday, October 18, 2024.

To be eligible to attend and vote at the EGM, all properly completed transfer documents must be lodged with the Company’s H Share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4: 30 p.m. on October 14, 2024. Shareholders whose names appear on the register of members of the Company on October 18, 2024 are entitled to attend and vote at the EGM.

5. PROXY ARRANGEMENT

The form of proxy of the EGM is enclosed and published on the websites of the Stock Exchange and the Company.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to the Company’s H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 11: 00 a.m. on Thursday, October 17, 2024) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any other adjourned meeting should you so wish.

6. VOTING BY POLL

Any vote of Shareholders at the EGM must be taken by poll except where the chairman of the EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly, the chairman of the EGM will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the EGM.

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LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, none of the Shareholders is required to abstain from voting on the above resolutions at the EGM.

7. RECOMMENDATION

The Board considers that all the resolutions proposed at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of all these proposed resolutions.

8. 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 regard 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.

By order of the Board Beijing Airdoc Technology Co., Ltd. Mr. ZHANG Dalei Chairman of the Board

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APPENDIX I

THE 2024 H SHARE FULL CIRCULATION PLAN

Details of the application for the proposed conversion of 50,151,012 Unlisted Shares into H Shares are as follows:

SCOPE OF SHARES THAT CAN BE APPLIED FOR CONVERSION INTO H SHARES

The Company has two classes of shares, namely the H Shares and the Unlisted Shares. All Unlisted Shares can be applied for conversion into H Shares.

THE INTENTION OF THE APPLICATION FOR THE 2024 H SHARE FULL CIRCULATION

As of the Latest Practicable Date, the Company has 103,568,013 Shares in issue, which consists of 53,417,001 H Shares and 50,151,012 Unlisted Shares, accounting for 51.58% and 48.42% of the total issued Shares of the Company, respectively.

After communication with all Shareholders holding Unlisted Shares, 50,151,012 Unlisted Shares were intended for the application for the 2024 H Share Full Circulation, which account for 100.0% of all Unlisted Shares and 48.42% of the total share capital of the Company as of the Latest Practicable Date. Upon completion of the 2024 H Share Full Circulation, the total number of H Shares shall become 103,568,013 Shares, accounting for 100.0% of the total share capital of the Company.

Details of the intention of each of the holders of Unlisted Shares to apply for the 2024 H Share Full Circulation are as follows:

Holders of Unlisted Shares participating in the application for the H Share Full Circulation

			Number of
			Unlisted
			Shares held as	Shareholding	Number of	Percentage of
			of the Latest	percentage of	Shares	full circulation
			Practicable	Unlisted	proposed for	in Unlisted
No.	Name of Shareholder	Class of Share	Date	Shares	full circulation	Shares held
1.	ZHANG Dalei	Unlisted Shares	12,074,198	11.66%	12,074,198	100%
2.	Beijing Airdoc Universe Technology	Unlisted Shares	2,335,363	2.25%	2,335,363	100%
	Center L.P.
3.	CHEN Mingqiang	Unlisted Shares	956,380	0.92%	956,380	100%
4.	GAO Fei	Unlisted Shares	441,678	0.43%	441,678	100%
5.	Shanghai Huliu Investment Management	Unlisted Shares	7,169,737	6.92%	7,169,737	100%
	Co. Ltd. (上海滬鎏投資管理有限公司)
6.	Suqian Airdoc Technology Center	Unlisted Shares	3,756,431	3.63%	3,756,431	100%
	(Limited Partnership)
7.	Yadong Beichen Venture Investment Co.,	Unlisted Shares	3,424,168	3.31%	3,424,168	100%
	Ltd.
8.	Suqian Zhongyou Technology Center	Unlisted Shares	2,319,588	2.24%	2,319,588	100%
	(Limited Partnership)

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APPENDIX I

THE 2024 H SHARE FULL CIRCULATION PLAN

No. Name of Shareholder Class of Share 9. Jinan Chanyan Zhongxiang Equity Investment Management Center (Limited Partnership) Unlisted Shares 10. Shenzhen Kaiyan Mingzhi Investment Fund (Limited Partnership) Unlisted Shares 11. Suzhou Zhilang Guangcheng Venture Center (Limited Partnership) Unlisted Shares 12. Beijing Jiuhe Yunteng Investment Center (Limited Partnership) Unlisted Shares 13. Ruizhixin (Shenzhen) Technology Industry Development Co., Ltd. Unlisted Shares 14. CITIC (Shenzhen) Venture Capital Equity Investment Fund Partnership (Limited Partnership) Unlisted Shares 15. Niyajiala (Tianjin) Investment Co. Ltd. (尼亞加拉（天津）投資有限公司) Unlisted Shares 16. Guoke Kaiyan I (Shenzhen) Intelligent Medical Investment Fund (Limited Partnership) Unlisted Shares 17. Beijing Fuhoinnovation Venture Investment Management Center (Limited Partnership) Unlisted Shares 18. Shanghai Morong Investment Center (Limited Partnership) Unlisted Shares 19. Shanghai Nengjun Chuangye Venture Investment Center (Limited Partnership) Unlisted Shares 20. China Everbright Healthcare Co., Ltd. Unlisted Shares 21. Tianjin Xishan Partner Technology Partnership (Limited Partnership) Unlisted Shares 22. Nanjing Fanghua Equity Investment Fund (Limited Partnership) Unlisted Shares 23. Aranya Holding Group Co., Limited Unlisted Shares 24. Suzhou Zhilang Fengcheng Venture Investment Center (Limited Partnership) Unlisted Shares 25. Sansheng Guojian Pharmaceutical (Shanghai) Co., Ltd. Unlisted Shares 26. Wenzhou Haiyin Qianshao Equity Investment Fund (Limited Partnership) Unlisted Shares Total	Number of Unlisted Shares held as of the Latest Practicable Date Shareholding percentage of Unlisted Shares 2,314,816 2.24% 2,311,521 2.23% 2,201,988 2.13% 1,454,144 1.40% 1,442,606 1.39% 1,442,606 1.39% 1,157,408 1.12% 751,744 0.73% 763,014 0.74% 696,925 0.67% 516,243 0.50% 462,961 0.45% 468,874 0.45% 462,963 0.45% 462,961 0.45% 415,471 0.40% 231,481 0.22% 115,743 0.11% 50,151,012	Number of Shares proposed for full circulation Percentage of full circulation in Unlisted Shares held 2,314,816 100% 2,311,521 100% 2,201,988 100% 1,454,144 100% 1,442,606 100% 1,442,606 100% 1,157,408 100% 751,744 100% 763,014 100% 696,925 100% 516,243 100% 462,961 100% 468,874 100% 462,963 100% 462,961 100% 415,471 100% 231,481 100% 115,743 100% 50,151,012

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APPENDIX I

THE 2024 H SHARE FULL CIRCULATION PLAN

The number of Unlisted Shares to be applied for conversion under the 2024 H Share Full Circulation shall be adjusted accordingly upon the occurrence of events including bonus issue and the conversion of capital reserve to share capital of the Company prior to the completion of the share conversion.

3. COMPLETION TIME OF THE H SHARE FULL CIRCULATION

The Company shall complete the 2024 H Share Full Circulation as and when appropriate within the validity period of the approval documents obtained from the CSRC in relation to the 2024 H Share Full Circulation and within 12 months after the passing of the relevant resolution(s) of the 2024 H Share Full Circulation at the EGM.

4. CONDITIONS FOR THE H SHARE FULL CIRCULATION

The 2024 H Share Full Circulation is subject to the fulfilment of the following conditions precedent:

(1) the approval of the proposed 2024 H Share Full Circulation having been obtained at the EGM;
(2) the authorization from the Shareholders to the Board having been obtained at the EGM;
(3) the approval of the proposed 2024 H Share Full Circulation by the relevant PRC administrative and regulatory authority (i.e. the CSRC); and
(4) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, all the H Shares converted from Unlisted Shares under the 2024 H Share Full Circulation.

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APPENDIX II PRINCIPAL TERMS OF THE 2024 SHARE INCENTIVE SCHEME

Set out below in this appendix is the principal terms of the 2024 Share Incentive Scheme.

1. PURPOSE OF THE SCHEME

The Scheme aims to:

(i) optimize the performance review mechanism and compensation policy of the Company, attract, retain and incentivize the talents who are needed to achieve the strategic objectives of the Company;
(ii) align the grant to Participants with the financial and stock price performance of the Company and the behavior of the Grantees with the strategic objectives of the Company to promote the achievement of the strategic objectives of the Company; and
(iii) establish long-term orientation for business management and operation, urge the core middle-to-high level management to focus on the long-term development of the Company and to avoid short-sighted business management and operation, so as to realize dual effects of motivation and discipline.

2. TERM OF THE SCHEME

Unless terminated earlier in accordance with the Scheme Rules, the Scheme shall be valid and effective for a period of five (5) years commencing from the date on which the Scheme is approved by the Shareholders at the EGM (the ‘‘Scheme Period’’), after which no further Incentives shall be granted. However, as long as there are any Incentives that have been granted but not yet vested before the expiry of the Scheme, the Scheme Period shall be extended until the vesting of such Incentives takes effect.

3. SCHEME LIMIT

The maximum number of Incentive Shares grantable under the Scheme shall not exceed 15,535,202 H Shares, among which 10,356,801 H Shares will be used as the Incentive Shares underlying the Incentives to be granted to the Directors, senior management and key employees of the Group (the ‘‘Core Participant Grant’’), and 5,178,401 H Shares will be used for the grants to optimize the Group’s performance appraisal and compensation system (the ‘‘Ordinary Grant’’). Subject to Shareholder’s approval of the Scheme, the maximum number of Incentive Shares shall be adjusted by the Board in the event of capitalization of capital reserves, share subdivision/consolidation, bonus issue, rights issue or other matters with similar nature. Save as otherwise specified under the Scheme Rules, no further grant shall be made by the Company which would otherwise result in the total number of H Shares (other than the Incentive Shares lapsed in accordance with the Scheme Rules) involved in all grants made under the Scheme exceeding the Scheme Limit without the approval of the Shareholders.

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APPENDIX II

PRINCIPAL TERMS OF THE 2024 SHARE INCENTIVE SCHEME

4. SOURCES OF FUND AND INCENTIVE SHARES

The Incentive Shares will be satisfied by the H Shares to be purchased on market by the Trustee. The purchase price shall not exceed the average closing price of the Shares as stated in the Stock Exchange’s daily quotation sheets for the five business days immediately preceding the date of purchase. The purchase of H Shares under the Scheme shall be funded by the Company. To obtain the Incentive Shares, the Grantees may need to pay the Grant Price at the time of the grant.

Upon approval of the Scheme by the Shareholders at the EGM, the Company may, in accordance with the decision of the Board or its authorized persons and subject to all applicable laws, regulations and the Listing Rules, grant Incentives and remit necessary funds to and direct the Trustee to conduct on-market purchase of H Shares at the then prevailing market price or at a specified price/price range after such grants (where applicable).

5. VOTING RIGHTS AND DIVIDENDS

Neither the Grantee nor the Trustee shall exercise any voting rights attaching to the Incentive Shares (including the Incentive Shares that have been granted but not yet vested) held by the Trustee, unless otherwise required by law to vote in accordance with the beneficial owner’s direction and such a direction is given.

Dividends on all the Incentive Shares (including the dividends generated from the Incentive Shares that have been granted but not yet vested, and other than the Incentive Shares that have already lapsed) granted to the Grantee shall be attributed to the Grantee upon vesting of the Incentive Shares.

6. ADMINISTRATION OF THE SCHEME

(i) The general meeting as the highest organ of the Company shall be responsible for considering and approving the adoption and termination of the Scheme and alteration of the Scheme Limit. The general meeting shall proceed to vote on the Scheme, and the resolution shall be passed by two-thirds or more of the voting rights held by Shareholders who attend the meeting. When the general meeting reviews and proceeds to vote on the Scheme, the Shareholders who are Grantees and who are associated or connected (with the meaning ascribed to it under the Listing Rules) with the Grantees shall abstain from voting. The general meeting may authorize the Board or its authorized persons to deal with matters relating to the management and implementation of, and non-material amendment to, the Scheme within the Shareholders’ authorization.
(ii) The Board shall be responsible for the administration of the Scheme. The Board shall pass resolutions on the Scheme in accordance with the laws. When the Board reviews and proceeds to vote on the Scheme, Directors who are Grantees of the Scheme or who are associated or connected (with the meaning ascribed to it under the Listing Rules) with the Grantees) shall abstain from voting. After the Scheme is reviewed and the proposed adoption of which is approved by the Board, the

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PRINCIPAL TERMS OF THE 2024 SHARE INCENTIVE SCHEME

APPENDIX II

Board shall submit the Scheme to the Shareholders for review and authorization at the EGM. Also, the Board is responsible for formulating, reviewing and amending the Scheme and submitting it to the general meeting for consideration. The Board or its authorized persons shall be responsible for dealing with matters relating to the administration of the Scheme within the authorization of the Shareholders. The list of Participants, the number of Incentive Shares granted to the Participants, Grant Price, vesting schedule and conditions shall be approved by the Board.

(iii) The remuneration and appraisal committee shall also review and approve the Scheme.
(iv) The independent non-executive Directors as the supervisors of the Scheme shall be responsible for assessing, from the Shareholders’ perspective, whether the Scheme is conducive to the sustainable development of the Company or detrimental to the interests of the Company and its Shareholders. In addition, the independent non-executive Directors shall ensure the Scheme is implemented in compliance with the relevant laws, regulations, regulatory documents and the Listing Rules as amended from time to time.
(v) The Trustee shall be responsible for holding the unvested Incentive Shares under the Scheme, and subject to the relevant requirements under the Trust Agreement and the Company’s instructions, shall purchase H Shares within the Scheme Limit and performs matters in relation to vesting and disposal of Incentive Shares as may be directed by the Board or its authorized persons or directed by the Grantees through the Company for the purpose of the Scheme.
(vi) The human resources department of the Group shall be responsible for establishing and properly maintaining the list of Grantees. The list shall specify (i) the name, gender, age, address, telephone number, department and position in the Company of each Grantee; (ii) any change to the Incentives held by the Grantees, including number, Grant Price and the amount received and paid; and (iii) the information relating to distribution of dividends to the Incentives Shares granted to the Grantees, including without limitation the year and amount of distribution.

7. SCOPE OF PARTICIPANTS AND GRANTEES

Participants eligible to participate in the Scheme are management personnel and key employees who contribute to the operating results and future development of the Group and comply with laws and regulations and rules of the Group, which include Directors, senior management and key employees of the Group. The Board or its authorized persons may, in accordance with the Company Law, the Securities Law and other applicable laws, regulations, regulatory documents, the Listing Rules as amended from time to time and the articles of association of the Company, from time to time select Grantees and according to the actual needs of the Company, and grant them Incentives within the Scheme Period in compliance with such terms and conditions of the Incentives as determined by the Board or its authorized persons from time to time.

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APPENDIX II

PRINCIPAL TERMS OF THE 2024 SHARE INCENTIVE SCHEME

No person shall become a Participant under the Scheme if he or she:

(i) has been identified by the competent authorities as an inappropriate candidate for a listed company’s 2024 Equity Incentive Scheme or similar scheme within the last 12 months;
(ii) has been punished by the securities regulatory authorities or prohibited from trading of securities for any material violation of laws or regulations within the last 12 months; or
(iii) is prohibited from serving as a director or the senior management of the company under the Company Law.

8. GRANT PRICE

After the Scheme is approved by the Shareholders, the Board or its authorized persons may determine the Grant Price from time to time during the Scheme Period.

9. GRANTING CONDITIONS

The grant of Incentives shall be subject to the following conditions:

(i) the Participant continues to be employed or engaged by the Company;
(ii) the Participant has not seriously violated the employee handbook or other policies of the Company; and
(iii) the Participant has not been subject to criminal or administrative punishment due to serious violation of laws or regulations.

Any Participant who has been granted Incentives shall be disqualified and the Incentive Shares granted shall not vest to him/her, if he/she fails to meet the aforesaid conditions prior to the vesting.

After the Scheme is approved by the Shareholders, the Board or its authorized persons may grant the Incentive to the Participants from time to time within the Scheme Period.

10. VESTING OF INCENTIVES

Subject to the relevant provisions of the Scheme, vesting of Incentives means that the title and economic interests of Incentive Shares are in fact vested in the Participants. The vesting conditions and the vesting schedule may be determined by the Board from time to time during the Scheme Period and subject to all applicable laws, regulations and ordinances.

Under the Core Participant Grant, the vesting of the Incentive Shares are conditional upon the Company achieving break-even and its stock price reaching or exceeding certain amount (subject to adjustment in the event of capitalization of capital reserves, stock subdivision/consolidation, bonus issue, rights issue, or other matters with similar nature).

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APPENDIX II PRINCIPAL TERMS OF THE 2024 SHARE INCENTIVE SCHEME

Under the Ordinary Grant, the Incentive Shares shall vest in four batches, conditional upon the Company achieving break-even. The aforesaid vesting conditions are the core vesting conditions under the Scheme (‘‘Core Vesting Conditions’’).

In addition to the Core Vesting Conditions, the Board may impose further vesting conditions in accordance with the purpose of the Scheme when making the grant.

The Company shall enter into an agreement of grant with the Grantee when the Incentives are granted to such Grantee. The grant agreement shall set out the vesting conditions and vesting schedule. Within five years from the effective date of the grant, if the vesting conditions are met, the Incentive Shares will be vested to the Grantee as per the terms of the grant agreement. If any vesting condition is not met within the aforementioned period, the Incentives granted to the Grantee will expire, the dealing with the relevant Incentive Shares shall be determined by the Shareholders of the Company

11. LAPSE

Where any of the following events occurs prior to the vesting of Incentives, the Incentive Shares that have been granted but not yet vested shall automatically lapse:

(i) the employment relationship between the Grantee and the Group is terminated;
(ii) the Grantee is incompetent to his/her job position;
(iii) the Grantee fails to perform or properly perform or is in breach of his/her employment agreement with the Company;
(iv) the Grantee’s gross negligence or malpractice for personal gain;
(v) the Grantee violates the rules or procedures of the Group;
(vi) the Grantee improperly discloses the business secrets of the Group;
(vii) the Grantee is liable for administrative or criminal penalties under law;
(viii) the Grantee violates non-competition obligations or provides services to the competitors of the Group;
(ix) the Grantee fabricates facts to seriously damage the reputation of the Group; and
(x) any other conduct of the Grantee which causes severe damage to or significant adverse effect on the Group at his/her own fault.

12. CLAWBACK MECHANISM

Saved as stipulated in relevant sections of the Scheme, the Scheme has no other clawback mechanism.

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APPENDIX II

PRINCIPAL TERMS OF THE 2024 SHARE INCENTIVE SCHEME

13. ACCELERATION OF VESTING

If there is a change in the control of the Company resulting in the termination or de facto termination of the employment or appointment of the Grantee, all Incentives that have been granted but not yet vested to the date of termination or de facto termination shall immediately vest to the Grantee within five business days from the date of termination or de facto termination.

14. NO TRANSFER

Incentives that have been granted but not yet vested to the Grantee may not be transferred to any third party.

15. AMENDMENTS TO THE SCHEME

The Scheme may be amended or supplemented by the Board or its authorized persons in any respect, except that the Scheme Period, the Scheme Limit (save that the adjustment due to capitalization of capital reserves, stock subdivision/consolidation, bonus issue, rights issue, or other matters with similar nature shall be determined by the Board), the Core Vesting Conditions and the authority of the general meeting under the Scheme shall only be altered by the approval of the Shareholders. Any of such amendments or supplementation shall be notified to the Trustee.

16. TERMINATION OF THE SCHEME

The Scheme shall terminate on the earlier of (i) the end date of the Scheme Period, except that in the event of any Incentives that have been granted but not yet vested prior to the expiration of the Scheme Period, the Scheme Period shall be extended until the vesting of such Incentive takes effect; and (ii) an earlier termination date as determined by the Shareholders at a general meeting.

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APPENDIX III

PROPOSED AUTHORIZATION FOR ISSUANCE OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS

In order to meet the need of the Company’s business development, reduce financing costs and seize market opportunities in a timely manner, in accordance with the requirements of the Company Law of the PRC and other relevant laws and regulations, the listing rules of the stock exchange where the Company’s Shares are listed and the Articles of Association, the Board of Directors intends to propose the EGM to generally and unconditionally authorize the Board of Directors to, or to re-delegate to the Chairman and its authorized person(s) to determine and implement specific matters regarding the issuance of issuable debt financing instruments within the following authorization as approved by the general meeting:

1. PRINCIPAL TERMS FOR ISSUANCE OF THE DEBT FINANCING INSTRUMENTS

1.1 Categories of the debt financing instruments: the relevant debt financing instruments include but not limited to, short-term debentures, super short-term debentures, medium term notes, private placement note, enterprise bonds, corporate bonds, H share convertible bonds (under General Mandate), offshore RMB bonds and foreign currency bonds, perpetual bonds and other domestic and offshore debt financing instruments denominated in RMB or foreign currency permitted by the competent regulatory authority.
1.2 Size of issuance: the size of issuance of debt financing instruments totaling not more than RMB300 million (or equivalent amount in foreign currency) (calculated based on the aggregate balance outstanding upon the issuance and, in the case of an instrument denominated in a foreign currency, based on the median rate of the exchange rates published by the People’s Bank of China on the date of the issuance) is authorized to be issued either one-off or in tranches in domestic and overseas bond markets within the validity period of such authorization.
1.3 Currency of issuance: the currency of issuance of debt financing instruments may be RMB or foreign currency based on the review and approval results of the issuance of debt financing instruments and the domestic and overseas market conditions of debt financing instruments at the time of such issuance.
1.4 Term and interest rate: the maximum term of debt financing instruments shall be no more than 10 years with a single term or hybrid type of multiple terms. The domestic debt financing instruments with an indefinite term are not subject to the time limit mentioned above. The specific composition, categories, size of issuance and interests of debt financing instruments shall be determined based on the then domestic and overseas bond market conditions at the time of the issuance of debt financing instruments. The composition of specific terms, the size of issuance of each term and type of debt financing instruments and their interest rates shall be determined by the Board of Directors or the chairman and its authorized person(s) in accordance with the relevant regulations and the then prevailing market conditions at the time of such issuance.

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APPENDIX III

PROPOSED AUTHORIZATION FOR ISSUANCE OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS

1.5 Issuer: the Company or its domestic or overseas wholly-owned subsidiary or special-purpose vehicle established by the Company. If the domestic or overseas wholly-owned subsidiary or special-purpose vehicle is the issuer of debt financing instruments, the Company shall provide guarantees (including those provided by the issuer of debt financing instruments itself and/or by the Company) within the quota for issuance of its debt financing instruments, enter into a keep-well agreement or adopt the third-party credit enhancement method for such issuance.
1.6 Issuance price: the specific issuance price shall be determined by the Board of Directors or the Chairman and his authorized person(s) in accordance with relevant regulations and market conditions.
1.7 Use of proceeds: it is expected that, after deducting the issuance expenses, the proceeds to be raised from the issuance of debt financing instruments are intended to be used towards meeting the needs of the Company’s daily operations, repaying loans, replenishing its working capital and/or other investment acquisition purposes. The specific use of proceeds shall be determined by the Board of Directors or the Chairman and his authorized person(s) in accordance with the capital needs of the Company from time to time.
1.8 Method of issuance: it shall be determined based on the review and results of approval of debt financing instruments and the domestic and overseas market conditions of debt financing instruments at the time of such issuance.

2. AUTHORIZATION FOR ISSUANCE OF DEBT FINANCING INSTRUMENTS

2.1 Propose the Shareholders to generally and unconditionally authorize the Board of Directors to, or to re-delegate the Chairman and its authorized person(s) to determine in their absolute discretion and deal with all the matters in respect of the issuance of debt financing instruments in accordance with the Company’s needs from time to time as well as the then market conditions, including but not limited to:
(a) to determine and implement the specific proposal of the issuance of debt financing instruments, including but not limited to the establishment and determination of the appropriate issuer, the type of the debt financing instruments to be issued, the method of issuance, currency, the nominal value of debt financing instruments, price, the size of issuance, interest rate or its determination mechanism, issuance objects, the markets for issuance, the timing of issuance, the term of issuance, issuance in instalment and number of tranches (if applicable), sale-back clause and redemption clause (if applicable), the option for raising the coupon rate (if applicable), rating, guarantees (if applicable), repayment period, conversion price, use of proceeds, specific placing, underwriting, debt repayment guarantee and all the matters in respect of the proposal of issuance of debt financing instruments.

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PROPOSED AUTHORIZATION FOR ISSUANCE OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS

APPENDIX III

(b) take all necessary and corresponding actions and steps for the issuance of debt financing instruments, including but not limited to engaging professional parties to apply for and handle all approval, registration and filing procedures with the relevant government departments and/or regulatory authorities in connection with the issuance of debt financing instruments on behalf of the Company, execute, revise and implement all necessary documents for the issuance of debt financing instruments, select trustee(s) for the issuance of debt financing instruments, formulate the rules for meetings of the holders of debt financing instruments, deal with any related disclosure matters in accordance with the applicable laws and regulations and requirements from regulatory authorities, and deal with other matters in connection with the issuance and trading (if applicable) of debt financing instruments.
(c) in the event of changes in regulatory policies or market conditions, except for the matters which shall be approved by the Shareholders at the general meeting of the Company in accordance with relevant laws and regulations, the listing rules of the stock exchange where the Company’s Shares are listed and the Articles of Association, to adjust the relevant matters such as the specific plan for issuing debt financing instruments in accordance with the opinion of the regulatory authorities or in response to changes in market conditions, or to determine whether or not to continue such issuance in accordance with actual conditions.
(d) to determine and deal with all relevant matters in connection with the listing of issuance of debt financing instruments to be issued on the Stock Exchange or other domestic or foreign exchanges in response to market conditions (if needed).
(e) to handle any other specific matters related to the issuance of debt financing instruments and execute all relevant or necessary documents.
2.2 Propose the Shareholders to agree that while the above matters are approved and authorized by the Shareholders, the Board of Directors shall further delegate the chairman and its authorized person(s) to implement the issuance of debt financing instruments in accordance with the Company’s needs and other market conditions.
2.3 Propose the Shareholders to authorize the chairman and his authorized person(s) to approve, execute and dispatch relevant documents, announcements and circulars and make relevant information disclosure in accordance with the listing rules of the stock exchange where the shares of the Company are listed.

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APPENDIX III

PROPOSED AUTHORIZATION FOR ISSUANCE OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS

3. THE VALIDITY PERIOD OF AUTHORIZATION FOR ISSUANCE OF DEBT FINANCING INSTRUMENTS

The validity period for issuance of debt financing instruments shall be effective for a period of 36 months from the date of convening the EGM.

If the Board of Directors or the chairman and his authorized person(s) have resolved to issue the debt financing instruments within the validity period of the authorization and the Company has also obtained the approval, permission or registration (if applicable) for such issuance from the regulatory authorities within the validity period of the authorization, the Board of Directors or the chairman and his authorized person(s) of the Company may complete the issuance of debt financing instruments within the validity period as confirmed by such approval, permission or registration.

If this resolution is approved by the Shareholders at the EGM, within the validity period of the authorization for issuance of debt financing instruments mentioned above, the issuance of overseas bonds shall be determined and implemented by the Board of Directors in accordance with the authorization under this resolution.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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Beijing Airdoc Technology Co., Ltd. 北京鷹瞳科技發展股份有限公司

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

(Stock code: 2251)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2024 first extraordinary general meeting (the ‘‘EGM’’) of Beijing Airdoc Technology Co., Ltd. (the ‘‘Company’’) will be held on Friday, October 18, 2024 at 11: 00 a.m. at Room 21, 4th Floor, Building 2, A2 Yard, West Third Ring North Road, Haidian District, Beijing, PRC for the Shareholders to consider and, if thought fit, approve the following resolutions of the Company. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated September 27, 2024 (the ‘‘Circular’’).

ORDINARY RESOLUTIONS

To consider and approve the appointment of Mr. Owen Ng as an independent non-executive Director.
To consider and approve the application for the 2024 H Share Full Circulation.
To consider and approve the proposed grant of authorization to deal with matters related to the application for the 2024 H Share Full Circulation.
To consider and approve the Proposed Change in Use of Proceeds.
To consider and approve the use of idle funds for cash management.

SPECIAL RESOLUTIONS

To consider and approve the adoption of the 2024 Equity Incentive Scheme.
To consider and approve the authorization to the Board and/or its authorized persons to handle matters in relation to the 2024 Equity Incentive Scheme.
To consider and approve the granting of authorization for issuance of onshore and offshore debt financing instruments.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Details of the above resolutions submitted to the EGM are set out in the Circular.

By order of the Board Beijing Airdoc Technology Co., Ltd. Mr. ZHANG Dalei Chairman of the Board

Hong Kong, September 27, 2024

Notes:

All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at (www.airdoc.com) and Hong Kong Exchanges and Clearing Limited at (www.hkexnews.hk) after the EGM.
Any shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the Company’s headquarters and registered office in the PRC (for holders of domestic shares) or the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H shares), at least 24 hours before the EGM (i.e. before 11: 00 a.m. on Thursday, October 17, 2024) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.
For the purpose of determining the list of holders of H shares who are entitled to attend the EGM, the H share register of members of the Company will be closed from Tuesday, October 15, 2024 to Friday, October 18, 2024, 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, unregistered holders of the shares shall ensure all properly completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4: 30 p.m. on Monday, October 14, 2024 for registration.
In case of joint shareholders, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
A shareholder or his/her proxy should produce proof of identity when attending the EGM.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes for the meeting:
(1) Please contact the Office of the Board of the Company no later than two days before the convening of the EGM (i.e. before 11: 00 a.m. on Wednesday, October 16, 2024).
(2) Contact information of the meeting:

The Office of the Board of Beijing Airdoc Technology Co., Ltd. Address: Room 21, 4th Floor, Building 2, A2 Yard, West Third Ring North Road, Haidian District, Beijing Postal code: 100089 Phone: (86) 15810644868 Email: [email protected]

References to dates and time in this notice are to Hong Kong dates and time.

As of the date of this notice, the Board comprises Mr. ZHANG Dalei, Ms. WANG Lin, Dr. HE Chao and Mr. QIN Yong as executive Directors; and Dr. WU Yangfeng and Dr. HUANG Yanlin as independent non-executive Directors.

– 36 –

AI assistant

Beijing Airdoc Technology Co., Ltd. — Proxy Solicitation & Information Statement 2024

50474_rns_2024-09-27_b6577f4f-d571-4596-b368-9515caa06aa3.pdf

Beijing Airdoc Technology Co., Ltd. 北京鷹瞳科技發展股份有限公司

(8) PROPOSED AUTHORIZATION FOR ISSUANCE OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS AND

DEFINITIONS

DEFINITIONS

DEFINITIONS

Beijing Airdoc Technology Co., Ltd. 北京鷹瞳科技發展股份有限公司

1. INTRODUCTION

2. DETAILS OF THE RESOLUTIONS

ORDINARY RESOLUTIONS

(1) Proposed Appointment of a Director

(2) Application for the 2024 H Share Full Circulation

(4) Proposed Change in Use of Proceeds

Use of Proceeds from the Global Offering

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Reasons for the Proposed Change in Use of Proceeds

(5) Use of Idle Funds for Cash Management

SPECIAL RESOLUTIONS

(6) Proposed Adoption of the 2024 Equity Incentive Scheme

Principal Terms of the 2024 Equity Incentive Scheme

LETTER FROM THE BOARD

Implications of the Listing Rules

Public Float

3. THE EGM

4. CLOSURE OF REGISTER OF MEMBERS OF H SHARES

5. PROXY ARRANGEMENT

6. VOTING BY POLL

7. RECOMMENDATION

8. RESPONSIBILITY STATEMENT

Holders of Unlisted Shares participating in the application for the H Share Full Circulation

3. COMPLETION TIME OF THE H SHARE FULL CIRCULATION

4. CONDITIONS FOR THE H SHARE FULL CIRCULATION

1. PURPOSE OF THE SCHEME

2. TERM OF THE SCHEME

3. SCHEME LIMIT

4. SOURCES OF FUND AND INCENTIVE SHARES

5. VOTING RIGHTS AND DIVIDENDS

6. ADMINISTRATION OF THE SCHEME

APPENDIX II

7. SCOPE OF PARTICIPANTS AND GRANTEES

8. GRANT PRICE

9. GRANTING CONDITIONS

10. VESTING OF INCENTIVES

11. LAPSE

12. CLAWBACK MECHANISM

13. ACCELERATION OF VESTING

14. NO TRANSFER

15. AMENDMENTS TO THE SCHEME

16. TERMINATION OF THE SCHEME

1. PRINCIPAL TERMS FOR ISSUANCE OF THE DEBT FINANCING INSTRUMENTS

APPENDIX III

PROPOSED AUTHORIZATION FOR ISSUANCE OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS

2. AUTHORIZATION FOR ISSUANCE OF DEBT FINANCING INSTRUMENTS

APPENDIX III

3. THE VALIDITY PERIOD OF AUTHORIZATION FOR ISSUANCE OF DEBT FINANCING INSTRUMENTS

Beijing Airdoc Technology Co., Ltd. 北京鷹瞳科技發展股份有限公司

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

Hong Kong, September 27, 2024

Notes:

More from Beijing Airdoc Technology Co., Ltd.

Beijing Airdoc Technology Co., Ltd. Proxy Solicitation & Information Statement 2024