Beijing Xunzhong Communication Technology Co., Ltd. — Proxy Solicitation & Information Statement 2025

Aug 27, 2025

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

讯众股份

Beijing Xunzhong Communication Technology Co., Ltd.
北京訊眾通信技術股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2597)

PROPOSED AMENDMENT TO THE ARTICLES
AND
NOTICE OF THE 2025 FIFTH EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 6 of this circular.

A notice convening the EGM to be held at the Conference Room, 11/F, Block B Future Land Center, Building 2, Yard 10, Jiuxianqiao Road B, Jiangtaixiang, Chaoyang District, Beijing, PRC on September 19, 2025 (Friday) at 10:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular.

Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's H Share registrar, Tricor Investor Services Limited (for H Shareholders) at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or the Board secretary office of the Company (for Domestic Shares Shareholders) in the specified manner, but in any event not later than 24 hours before the time appointed for the holding of the EGM (i.e., no later than 10:00 a.m. on Thursday, September 18, 2025) or any adjournment thereof. Completion and return of the above form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so desire.

August 27, 2025

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CONTENTS

Page

Definitions ... 1

Letter from the Board ... 3

Notice of the 2025 Fifth Extraordinary General Meeting ... EGM-1

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DEFINITIONS

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

"Articles" the articles of association of the Company (as amended, altered or otherwise supplemented from time to time)

"Board" the board of Directors of the Company

"Company" Beijing Xunzhong Communication Technology Co., Ltd. (北京訊單通信技術股份有限公司), a company incorporated in the PRC with limited liability on November 20, 2008 and was converted into a joint stock limited liability company on October 11, 2014, the H Shares of which are listed on the main board of the Stock Exchange (stock code: 2579)

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

"Domestic Share(s)" the ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB

"Domestic Shares Shareholder(s)" holder(s) of Domestic Share(s)

"EGM" the 2025 fifth extraordinary general meeting of the Company to be held at the Conference Room, 11/F, Block B Future Land Center, Building 2, Yard 10, Jiuxianqiao Road B, Jiangtaixiang, Chaoyang District, Beijing, PRC on Friday, September 19, 2025 at 10:00 a.m.

"H Share(s)" the overseas listed foreign shares in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the main board of the Stock Exchange and subscribed for and paid up in Hong Kong dollars

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

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

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

"Latest Practicable Date" August 22, 2025, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining information contained therein

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DEFINITIONS
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“China” or “PRC”	the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, Macau Special Administrative Region of China and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	Domestic Share(s) and H Share(s)
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent

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LETTER FROM THE BOARD

讯众股份

Beijing Xunzhong Communication Technology Co., Ltd.
北京訊眾通信技術股份有限公司

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

(Stock Code: 2597)

Executive Directors:
Piao Shenggen (Chairman of the Board and Chief Executive Officer)
Mr. Wang Peide
Mr. Yue Duanpu
Mr. Zhang Zhishan
Ms. Chen Jing

Independent non-executive Directors:
Mr. Sun Qiang
Mr. Xiang Ligang
Mr. Su Zile

Registered Office:
Room 1101, 11/F,
Block B Future Land Center,
Building 2, Yard 10,
Jiuxianqiao Road B,
Jiangtaixiang, Chaoyang District,
Beijing, PRC

Head Office and Principal Place of Business in the PRC:
Room 1101, 11/F,
Block B Future Land Center,
Building 2, Yard 10,
Jiuxianqiao Road B,
Jiangtaixiang, Chaoyang District,
Beijing, PRC

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

August 27, 2025

To the Shareholders

Dear Sir/Madam,

PROPOSED AMENDMENT TO THE ARTICLES AND NOTICE OF THE 2025 FIFTH EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

Reference is made to the announcement of the Company dated August 27, 2025 in relation to, among other things, the proposed amendment to the Articles.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information in relation to, among other things, the proposed amendment to the Articles so that you can make an informed decision on whether to vote for, against or abstain from voting on the resolution (subject to approval by way of a special resolution).

A. PROPOSED AMENDMENT TO THE ARTICLES

Reference is made to the announcement of the Company dated August 27, 2025 in relation to the proposed amendment to the Articles. In accordance with the Company's operation and management needs, the Company proposed to amend the Articles to expand the Company's scope of business, subject to approval by the shareholders at the EGM by way of a special resolution. The specific proposed amendment is as follows:

Before amendment

After amendment

Article 12 Upon registration according to law, the business scope of the Company is: General items: technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; enterprise management consultation; management services for public utilities; conference and exhibition services; market research (excluding foreign-related research); production of advertisements; advertisement publication; advertising design, agency; retail of computer hardware and software as well as auxiliary equipment; non-residential real estate leasing; social and economic consulting services; labor service (excluding labor dispatch); business outsourcing services based on cloud platforms; business support services; electronic product sales; information system operation and maintenance services. (except for items which are subject to approval in accordance with the law, business activities shall be carried out independently according to the law with the business license) Licensed items: category 2 value-added telecommunications business. (for items subject to approval according to law, business activities can only be carried out after approval by relevant departments, and specific business items are subject to approval documents or licenses from relevant departments) (operating activities prohibited and restricted by the industrial policies of the People's Republic of China and Beijing Municipality shall not be engaged.)

Article 12 Upon registration according to law, the business scope of the Company is: General items: technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; enterprise management consultation; management services for public utilities; conference and exhibition services; market research (excluding foreign-related research); production of advertisements; advertisement publication; advertising design, agency; retail of computer hardware and software as well as auxiliary equipment; non-residential real estate leasing; social and economic consulting services; labor service (excluding labor dispatch); business outsourcing services based on cloud platforms; business support services; electronic product sales; information system operation and maintenance services; smart control system integration; internet security services; IoT application services; IoT technical services; IoT technology research and development. (except for items which are subject to approval in accordance with the law, business activities shall be carried out independently according to the law with the business license) Licensed items: category 2 value-added telecommunications business. (for items subject to approval according to law, business activities can only be carried out after approval by relevant departments, and specific business items are subject to approval documents or licenses from relevant departments) (operating activities prohibited and restricted by the industrial policies of the People's Republic of China and Beijing Municipality shall not be engaged.)

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LETTER FROM THE BOARD

There is one proposed amendment to the Articles. Save for the proposed amendment above, there will be no change in the contents of the other articles in the Articles. The existing Articles remain effective before considering and approving the proposed amendment above at the EGM.

II. EGM

The Company will convene the EGM physically at the Conference Room, 11/F, Block B Future Land Center, Building 2, Yard 10, Jiuxianqiao Road B, Jiangtaixiang, Chaoyang District, Beijing, PRC on Friday, September 19, 2025 at 10:00 a.m. to consider and, if thought fit, to approve the matters contained in this circular. The notice of the EGM is set out on pages EGM-1 to EGM-2 of this circular.

To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, none of the Shareholders are required to abstain from voting at the EGM.

In order to determine the H Shareholders who are eligible to attend and vote at the EGM, the register of members of H Shares of the Company will be closed from Tuesday, September 16, 2025 to Friday, September 19, 2025, both days inclusive, during which period no transfer of H Shares will be effected. The record date for determining the entitlement of the H Shareholders to attend and vote at the EGM is Tuesday, September 16, 2025. In order for the Shareholders to qualify to attend and vote at the EGM, all Share 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 (for H Shareholders) or the Company's Board secretary office at 11/F, Block B Future Land Center, Building 2, Yard 10, Jiuxianqiao Road B, Jiangtaixiang, Chaoyang District, Beijing, PRC (for Domestic Shares Shareholders), no later than 4:30 p.m. on Monday, September 15, 2025 for registration.

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For H Shareholders, the form of proxy should be returned to the Company's H Share registrar, Tricor Investor Services Limited and for Domestic Shares Shareholders, the form of proxy should be returned to the Company's Board secretary office (for Domestic Shares Shareholders) through network, letters, facsimile, in person or by post and (for H Shareholders) in person or by post not less than 24 hours before the time fixed for holding the EGM (i.e. no later than 10:00 a.m. on Thursday, September 18, 2025) or any adjourned meeting thereof.

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LETTER FROM THE BOARD

III. VOTING BY POLL AT THE EGM

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of shareholders of a listed issuer at the EGM must be taken by poll except where the chairman, 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 chairman of the EGM will therefore demand a poll for every resolution put to the vote at the EGM pursuant to the Articles.

On a poll, every Shareholder or his/her proxy (or, if the shareholder is a company, its duly authorised representative), who is present at the EGM, shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all his/her/its votes in the same way.

IV. RECOMMENDATION

The Board considers that all the resolution(s) set out in the notice of the EGM for Shareholders' consideration and approval are in the best interests of the Company and its Shareholders as a whole. As such, the Board recommends the Shareholders to vote in favour of all the resolution(s) set out in the notice of the EGM which are to be proposed at the EGM.

By order of the Board

Beijing Xunzhong Communication Technology Co., Ltd.

Piao Shenggen

Chairman of the Board, Executive Director

and Chief Executive Officer

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NOTICE OF THE 2025 FIFTH EXTRAORDINARY GENERAL MEETING

讯众股份

Beijing Xunzhong Communication Technology Co., Ltd.
北京訊眾通信技術股份有限公司

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

(Stock Code: 2597)

NOTICE OF THE 2025 FIFTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that Beijing Xunzhong Communication Technology Co., Ltd. (the "Company") will hold the 2025 fifth extraordinary general meeting (the "EGM") at 10:00 a.m. on Friday, September 19, 2025 at the Conference Room, 11/F, Block B Future Land Center, Building 2, Yard 10, Jiuxianqiao Road B, Jiangtaixiang, Chaoyang District, Beijing, the People's Republic of China ("PRC"), for the purpose of considering and, if thought fit, passing the following resolution(s).

SPECIAL RESOLUTION

1. To consider and approve the proposed amendment to the articles of association of the Company.

By order of the Board

Beijing Xunzhong Communication Technology Co., Ltd.

Piao Shenggen

Chairman of the Board, Executive Director

and Chief Executive Officer

Hong Kong, August 27, 2025

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NOTICE OF THE 2025 FIFTH EXTRAORDINARY GENERAL MEETING

Notes:

1. In order to determine the H Shareholders who are eligible to attend and vote at the EGM, the register of members of H shares of the Company will be closed from Tuesday, September 16, 2025 to Friday, September 19, 2025, both days inclusive, during which period no transfer of H shares will be effected. The record date for determining the entitlement of the H Shareholders to attend and vote at the EGM is Tuesday, September 16, 2025. In order for the Shareholders to qualify to attend and vote at the EGM, all Share 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 (for H Shareholders) or the Company's Board secretary office at 11/F, Block B Future Land Center, Building 2, Yard 10, Jiuxianqiao Road B, Jiangtaixiang, Chaoyang District, Beijing, PRC (for domestic shares shareholders), no later than 4:30 p.m. on Monday, September 15, 2025 for registration.

2. Shareholders may appoint one or more proxies to attend and vote on their behalf at the EGM (or any adjournment thereof) by completing the proxy form of the Company. A proxy need not be a Shareholder.

3. Shareholders must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant Shareholder or by a person duly authorized by such Shareholder in writing ("power of attorney"). If the form of proxy is signed by the person authorized by the relevant Shareholder as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate Shareholder appoints a person other than its legal representative to attend the EGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate Shareholder or duly signed by its director or any other person duly authorized by that corporate Shareholder as required by the articles of association of such company.

To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in this note 3 must be delivered to the Company's Board secretary office at 11/F, Block B Future Land Center, Building 2, Yard 10, Jiuxianqiao Road B, Jiangtaixiang, Chaoyang District, Beijing, PRC, for holders of domestic shares, or the Company's H share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for holders of H shares no later than 24 hours before the time appointed for the EGM (or any adjournment thereof) (i.e. no later than 10:00 a.m. on Thursday, September 18, 2025). The domestic shares shareholders of the Company may also submit the aforementioned relevant documents via email to hujun@commchina.net or by fax to +86-010-88589900. Completion and return of the form(s) of proxy will not preclude you from attending and voting at the EGM thereof should you so wish.

1. A Shareholder or his/her proxy should produce proof of identity when attending the EGM (or any adjournment thereof) in person. If a corporate Shareholder's legal representative or any other person duly authorized by such corporate Shareholder attends the EGM (or any adjournment thereof) in person, such legal representative or other person shall produce his/her proof of identity, and proof of designation as legal representative or the valid authorization document (as the case may be).

2. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the EGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.

3. The EGM (or any adjournment thereof) is expected to take less than half a day. Shareholders or their proxies who attend the EGM (or any adjournment thereof) shall be responsible for their own travel and accommodation expenses.

4. The contact of the Board secretary office of the Company is as follows:

Address: 11/F, Block B Future Land Center, Building 2, Yard 10, Jiuxianqiao Road B, Jiangtaixiang, Chaoyang District, Beijing, PRC
Contact: Ms. Hu Jun
Tel: +86-010-88589900

As at the date of this announcement, the Board comprises Mr. Piao Shenggen (Chairman of the Board and Chief Executive Officer), Mr. Wang Peide, Mr. Yue Duanpu, Mr. Zhang Zhishan and Ms. Chen Jing as executive Directors; and Mr. Sun Qiang, Mr. Xiang Ligang and Mr. Su Zile as independent non-executive Directors.

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