Beisen Holding Ltd. — Proxy Solicitation & Information Statement 2024

Feb 29, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

Beisen Holding Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9669)

(1) PROPOSED ADOPTION OF THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “ Extraordinary General Meeting ”) of Beisen Holding Limited (the “ Company ”) to be held at 19th Floor Huarui Mansion, Xiaoyunli South Street No. 9 Courtyard, Chaoyang District, Beijing, the PRC on Monday, 18 March 2024 at 2:00 p.m. is set out on pages 11 to 13 of this circular. A form of proxy for use at the Extraordinary General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.beisen.com). Whether or not you are able to attend the Extraordinary General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the Extraordinary General Meeting if they so wish, and in such event, the relevant form of proxy shall be deemed to be revoked.

All times and dates specified herein refer to the Hong Kong local times and dates.

29 February 2024

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		ii
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	PROPOSED ADOPTION OF THE EIGHTH AMENDED AND RESTATED
	MEMORANDUM AND ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . .	2
3.	NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . .	3
4.	CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
5.	FORM OF PROXY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
6.	VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
7.	RECOMMENDATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
8.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I – PROPOSED ADOPTION OF THE EIGHTH AMENDED AND
	RESTATED MEMORANDUM AND
	ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11

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DEFINITIONS

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

“Announcement” the announcement of the Company dated 29 February 2024 in relation to, inter alia, the change of auditor of the Company and the Proposed Adoption of the Eighth Amended and Restated Memorandum and Articles of Association “Articles” the Seventh Amended and Restated Memorandum and Articles of Association of the Company adopted by special resolution passed on 23 March 2023 and effective on 13 April 2023 “Audit Committee” the audit committee of the Company “Board” the board of Directors “Company” Beisen Holding Limited, an exempted company with limited liability incorporated in the Cayman Islands, the Shares of which are listed on the Main Board of the Stock Exchange “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held at 19th Floor Huarui Mansion, Xiaoyunli South Street No. 9 Courtyard, Chaoyang District, Beijing, the PRC, on Monday, 18 March 2024 at 2:00 p.m., the notice of which is set out on pages 11 to 13 of this circular, or any adjournment thereof “KPMG” KPMG “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time “PRC” the People’s Republic of China, excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

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DEFINITIONS

“Proposed Adoption of the the proposed adoption of the eighth amended and restated Eighth Amended and Restated memorandum and articles of association as set out in Appendix I Memorandum and Articles of to this circular Association” “PwC” PricewaterhouseCoopers “Share(s)” ordinary share(s) in the share capital of the Company with a nominal value of US$0.00001 each “Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

Beisen Holding Limited

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 9669)

Executive Directors: Mr. Wang Zhaohui (Chairman) Mr. Ji Weiguo (Chief Executive Officer) Ms. Liu Xianna (Chief Financial Officer)

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

Independent non-executive Directors: Mr. Du Kui Mr. Zhao Hongqiang Mr. Ge Ke

Headquarters and principal place of business in the PRC: 03001–03006, Level 3, Building 3 No. 688 Middle Tianfu Avenue Chengdu High-tech Zone Pilot Free Trade Zone, Sichuan Province PRC

Room 710, Building 1 No. 35 Shangdi East Road Haidian District, Beijing PRC

Principal place of business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong

29 February 2024

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ADOPTION OF THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

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LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with the information regarding certain resolutions in relation to the Proposed Adoption of the Eighth Amended and Restated Memorandum and Articles of Association to be proposed at the EGM, which are set out in the notice of the EGM as contained in this circular.

PROPOSED ADOPTION OF THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 29 February 2024 in relation to the change of auditor of the Company and the Proposed Adoption of the Eighth Amended and Restated Memorandum and Articles of Association.

A. Amendments Relating to Filling Casual Vacancy in the Office of Auditor

In light of the resignation of PwC as the auditor of the Company, the Board proposes to seek approval from the Shareholders at the EGM for amendments to the Articles for the purpose of allowing the Board to fill a casual vacancy in the office of the auditor until the conclusion of the next annual general meeting of the Company and fix the remuneration of the auditor so appointed where the office of auditor becomes vacant by the resignation of the existing auditor. As disclosed in the Announcement, the Board will formally appoint KPMG as the auditor of the Company to fill the vacancy following the resignation of PwC and to hold office until the conclusion of the next annual general meeting of the Company subject to the approval of such amendments to the Articles.

B. Other Amendments

In addition, for the purpose of bringing effect to the electronic-only dissemination of the Company’s corporate communication to the fullest extent as permitted under the Listing Rules, the Board proposes to seek approval from the Shareholders at the EGM for amendments to the Articles to incorporate certain housekeeping amendments.

The details of the Proposed Adoption of the Eighth Amended and Restated Memorandum and Articles of Association are set out in Appendix I to this circular. The Proposed Adoption of the Eighth Amended and Restated Memorandum and Articles of Association are subject to the approval of the Shareholders by way of special resolution at the EGM.

Prior to the passing of the relevant special resolutions at the EGM, the prevailing Articles shall remain valid.

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LETTER FROM THE BOARD

NOTICE OF EXTRAORDINARY GENERAL MEETING

Set out on pages 11 to 13 of this circular is the notice of the EGM at which, inter alia, special resolutions will be proposed to the Shareholders to consider and approve the Proposed Adoption of the Eighth Amended and Restated Memorandum and Articles of Association.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquires, no Shareholder is required to abstain from voting on any resolutions to be proposed at the EGM.

Shareholders are advised that the eighth amended and restated memorandum and articles of association are written in English. The Chinese translation of the eighth amended and restated memorandum and articles of association is for reference only. In case of any inconsistency between the English and Chinese versions, the English version shall prevail.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 15 March 2024 to Monday, 18 March 2024 (both days inclusive), during which period no transfer of Shares will be registered. In order to be qualified for attending and voting at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Thursday, 14 March 2024.

FORM OF PROXY

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

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LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Article 19.8 of the Articles and Rule 13.39(4) of the Listing Rules, a resolution put to the vote of the meeting shall be decided on poll, save that the chairman may, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the chairman of the EGM will demand a poll for the resolutions to be put forward at the EGM.

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

RECOMMENDATIONS

The Board considers that the Proposed Adoption of the Eighth Amended and Restated Memorandum and Articles of Association is in the interests of the Company and the Shareholders as a whole. The Board therefore recommends the Shareholders to vote in favour of all the resolutions to be proposed at the EGM.

RESPONSIBILITY STATEMENT

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

By order of the Board Beisen Holding Limited WANG Zhaohui

Chairman and Executive Director

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APPENDIX I PROPOSED ADOPTION OF THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

PROPOSED ADOPTION OF THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

BEISEN HOLDING LIMITED

Amendments comparison table

ARTICLES BEFORE THE AMENDMENTS

ARTICLES AFTER THE AMENDMENTS

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ~~SEVENTH~~ AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF BEISEN HOLDING LIMITED (conditionally adopted by special resolution passed on ~~23 March 2023~~ and effective on ~~13 April 2023 )~~

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF BEISEN HOLDING LIMITED (conditionally adopted by special resolution passed on 18 March 2024 and effective on

18 March 2024 )

7 Capitalised terms that are not defined in this ~~Seventh~~ Amended and Restated Memorandum of Association bear the respective meanings given to them in the ~~Seventh~~ Amended and Restated Articles of Association of the Company.

7 Capitalised terms that are not defined in this Eighth Amended and Restated Memorandum of Association bear the respective meanings given to them in the Eighth Amended and Restated Articles of Association of the Company.

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ~~SEVENTH~~ AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF BEISEN HOLDING LIMITED (conditionally adopted by special resolution passed on ~~23 March 2023~~ and effective on ~~13 April 2023 )~~

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF BEISEN HOLDING LIMITED (conditionally adopted by special resolution passed on 18 March 2024 and effective on 18 March 2024 )

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PROPOSED ADOPTION OF THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

ARTICLES BEFORE THE AMENDMENTS ARTICLES AFTER THE AMENDMENTS Article 1.1 In the Articles Table A in the First Article 1.1 In the Articles Table A in the First Schedule to the Statute does not apply and, unless there Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent is something in the subject or context inconsistent therewith: therewith: “Articles” means these amended and “Actionable has the same meaning as in restated articles of association Corporate the Listing Rules. of the Company. Communication” ⋯ ⋯ “Articles” means these amended and restated articles of association “Directors” means the directors for the of the Company. time being of the Company. ⋯ ⋯ ⋯ ⋯ “Corporate has the same meaning as in Communication” the Listing Rules. “Directors” means the directors for the time being of the Company. ⋯ ⋯

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PROPOSED ADOPTION OF THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

ARTICLES BEFORE THE AMENDMENTS		ARTICLES AFTER THE AMENDMENTS
Article 41.1The Company shall at every annual general meeting by Ordinary Resolution appoint an Auditor of the Company who shall hold office until the next annual general meeting of the Company. The Company may by Ordinary Resolution remove an Auditor before the expiration of such Auditor’s term of office. No person may be appointed as an Auditor unless such person is independent of the Company. The remuneration of the Auditors shall be fixed by the Company at the annual general meeting at which they are appointed by Ordinary Resolution.		Article 41.1The Company shall at every annual general meeting by Ordinary Resolution appoint an Auditor of the Company who shall hold office until the next annual general meeting of the Company. The Company may by Ordinary Resolution remove an Auditor before the expiration of such Auditor’s term of office. No person may be appointed as an Auditor unless such person is independent of the Company.The Board may fill any casual vacancy in the office of Auditor to hold office until the next annual general meeting of the Company but while any such vacancy continues the surviving or continuing Auditor (if any) may act. The remuneration of the Auditors shall be fixed by the Company at the annual general meeting at which they are appointed by Ordinary Resolutionor in any other manner as specified in such Ordinary Resolution and, subject to compliance with the Listing Rules, the remuneration of any Auditor appointed to fill any casual vacancy may be fixed by the Board .

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PROPOSED ADOPTION OF THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

	ARTICLES BEFORE THE AMENDMENTS		ARTICLES AFTER THE AMENDMENTS
	Article 42.1~~Except as otherwise provided in the~~ ~~Articles, any notice or document may be served by~~ ~~the Company on any Member either personally or~~ ~~by sending it through the post in a prepaid letter~~ ~~addressed to such Member at their registered~~ ~~address as appearing in the Register of Members~~ ~~or, to the extent permitted by the Listing Rules and~~ ~~all applicable laws and regulations, by Electronic~~ ~~Means by transmitting it to any electronic number~~ ~~or address or website supplied by the Member to~~ ~~the Company, or by placing it on the Company’s~~ ~~Website or the Exchange’s website provided that the~~ ~~Company has obtained either (a) the Member’s prior~~ ~~express positive confirmation in writing; or (b) the~~ ~~Member’s deemed consent in the manner specified in~~ ~~the Listing Rules to receive or otherwise have made~~ ~~available to such Member notices and documents~~ ~~to be given or issued to them by the Company by~~ ~~such Electronic Means, or (in the case of notice) by~~ ~~advertisement published in the manner prescribed~~ ~~in the Listing Rules. In the case of joint holders of a~~ ~~Share, all notices shall be given to that holder for the~~ ~~time being whose name stands first in the Register~~ ~~of Members and notice so given shall be sufficient~~ ~~notice to all the joint holders.~~		Article 42.1 Articles, any

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PROPOSED ADOPTION OF THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

ARTICLES BEFORE THE AMENDMENTS		ARTICLES AFTER THE AMENDMENTS
Article 42.2~~Any notice or document:~~ ~~(a)~~ ~~sent by post shall be deemed to have been~~ ~~served on the day following that on which~~ ~~the envelope containing the same, properly~~ ~~prepaid and addressed, is put into a post~~ ~~office; and in proving such service it shall~~ ~~be sufficient to prove that the envelope~~ ~~containing the notice or document was~~ ~~properly prepaid, addressed and put into such~~ ~~post office and a certificate in writing signed~~ ~~by the Secretary or other person appointed~~ ~~by the Directors that the envelope containing~~ ~~the notice or document was so addressed and~~ ~~put into such post office shall be conclusive~~ ~~evidence thereof;~~ ~~(b)~~ ~~delivered personally or left at a registered~~ ~~address otherwise than by post shall be~~ ~~deemed to have been served on the day it was~~ ~~so delivered or left;~~ ~~(c)~~ ~~served by advertisement shall be deemed to~~ ~~have been served on the day of issue of the~~ ~~official publication and/or newspapers in~~ ~~which the advertisement is published (or on~~ ~~the last day of issue if the publication and/or~~ ~~newspapers are published on different dates);~~		Article 42.2Any notice or document, including any Corporate Communication and Actionable Corporate Communication: (a) delivered personally or left at a registered address otherwise than by post shall be deemed to have been served on the day it was so delivered or left; (b) sent by post shall be deemed to have been served on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into a post office; and in proving such service it shall be sufficient to prove that the envelope containing the notice or document was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Directors that the envelope containing the notice or document was so addressed and put into such post office shall be conclusive evidence thereof; (c) given by Electronic Means as provided in the Articles shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations, and it shall not be necessary for the receipt of the electronic transmission to be acknowledged by the recipient;
		(a) (b) (c)

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PROPOSED ADOPTION OF THE EIGHTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

APPENDIX I

ARTICLES BEFORE THE AMENDMENTS	ARTICLES BEFORE THE AMENDMENTS	ARTICLES AFTER THE AMENDMENTS	ARTICLES AFTER THE AMENDMENTS
~~(d)~~ ~~(e)~~	~~given by Electronic Means as provided in~~ ~~the Articles shall be deemed to have been~~ ~~served and delivered on the day following~~ ~~that on which it is successfully transmitted~~ ~~or at such later time as may be prescribed by~~ ~~the Listing Rules or any applicable laws or~~ ~~regulations, and it shall not be necessary for~~ ~~the receipt of the electronic transmission to be~~ ~~acknowledged by the recipient; and~~ ~~served by being placed on the Company’s~~ ~~Website or the Exchange’s website shall be~~ ~~deemed to be served at such time as may be~~ ~~prescribed by the Listing Rules.~~	(d) (e)	served by being placed on the Company’s Website and the Exchange’s website shall be deemed to be served on the day it was so published or at such later time as may be prescribed by the Listing Rules; and served by advertisement shall be deemed to have been served on the day of issue of the official publication and/or newspapers in which the advertisement is published (or on the last day of issue if the publication and/or newspapers are published on different dates).

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Beisen Holding Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9669)

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of Beisen Holding Limited (the “ Company ”) will be held at 19th Floor Huarui Mansion, Xiaoyunli South Street No. 9 Courtyard, Chaoyang District, Beijing, the PRC on Monday, 18 March 2024 at 2:00 p.m. for the following purposes:

SPECIAL RESOLUTIONS

1. “ THAT the proposed amendments (the “ Amendments Relating to Filling Casual Vacancy in the Office of Auditor ”) to the existing memorandum of association and articles of association of the Company (the “ Existing Memorandum and Articles of Association ”), the details of which are shown as a comparison against the Existing Memorandum and Articles of Association and shaded in grey as set out in Appendix I to the circular of the Company dated 29 February 2024, be and are hereby approved.”

2. “ THAT the proposed amendments (the “ Other Amendments ”) to the Existing Memorandum and Articles of Association, the details of which are shown as a comparison against the Existing Memorandum and Articles of Association as set out in Appendix I to the circular of the Company dated 29 February 2024, and for the avoidance of doubt, exclude the Amendments Relating to Filling Casual Vacancy in the Office of Auditor which are shaded in grey, be and are hereby approved.”

3. “ THAT conditional upon resolution(s) number 1 and/or 2 set out in this notice of extraordinary general meeting being passed, the new memorandum of association and articles of association of the Company (the “ New Memorandum and Articles of Association ”), which has incorporated the Amendments Relating to Filling Casual Vacancy in the Office of Auditor and/or the Other Amendments and a copy of which has been produced to this meeting and marked “A” and initialed by the chairman of the meeting, be and is hereby approved and adopted in substitution for and to the exclusion of the Existing Memorandum and Articles of Association with immediate effect after the close of this meeting.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

1. “ THAT any director or company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to resolution number 3 set out in this notice of extraordinary general meeting, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong.”

For details of the above resolutions, please refer to Appendix I to the circular dated 29 February 2024 published on the website “HKEX News” of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (www.beisen.com).

By order of the Board Beisen Holding Limited WANG Zhaohui Chairman and Executive Director

Chengdu, the PRC, 29 February 2024

Registered office:

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

Principal place of business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong

Headquarters and principal place of business in the PRC:

03001–03006, Level 3, Building 3 No. 688 Middle Tianfu Avenue Chengdu High-tech Zone Pilot Free Trade Zone, Sichuan Province PRC

Room 710, Building 1 No. 35 Shangdi East Road Haidian District, Beijing PRC

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (i) A shareholder of the Company (“ Shareholder ”) entitled to attend and vote at the above extraordinary general meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder.

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

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

• (iv) The register of members of the Company will be closed from Friday, 15 March 2024 to Monday, 18 March 2024, both days inclusive, in order to determine the entitlement of the Shareholders to attend and vote at the above extraordinary general meeting, during which period no transfer of Shares will be registered. All transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 14 March 2024.

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