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Breton Technology Co., Ltd. Proxy Solicitation & Information Statement 2026
49857_rns_2026-06-04_e5de7fec-787a-4e16-bc91-dd63b1dc07ae.pdf
Proxy Solicitation & Information Statement
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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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Breton Technology Co., Ltd., you should at once hand this circular, together with the enclosed 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.
BRETON
博雷顿
Breton Technology Co., Ltd.
博雷頓科技股份公司
(A joint stock company established in the People's Republic of China with limited liability)
(stock code: 1333)
(1) 2025 WORK REPORT OF THE BOARD OF DIRECTORS;
(2) ACCOUNTANT'S REPORT FOR THE YEAR ENDED DECEMBER 31, 2025;
(3) THE 2025 PROFIT DISTRIBUTION PLAN;
(4) PROPOSED APPOINTMENT OF MR. CHEN GUOMIN AS AN EXECUTIVE DIRECTOR OF THE SECOND SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY;
(5) PROPOSED APPOINTMENT OF DR. TIM SUN AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE SECOND SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY;
(6) ADJUSTMENT OF THE BORROWING LIMIT FOR THE COMPANY AND ITS SUBSIDIARIES FROM BANKS AND OTHER FINANCIAL INSTITUTIONS FOR 2026;
(7) APPLICATION FOR MEDIUM-TERM LOAN FACILITIES BY AN INDIRECT SUBSIDIARY OF THE COMPANY;
(8) PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD OF DIRECTORS TO ISSUE SHARES;
(9) PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD OF DIRECTORS TO REPURCHASE H SHARES;
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening and holding the AGM of Breton Technology Co., Ltd. to be held at Conference Room 1 of Breton Technology Co., Ltd., 7th Floor, Building 1, Hongqiao Xintiandi, No. 818 Shenchang Road, Minhang District, Shanghai, PRC on Thursday, June 25, 2026 at 4:00 p.m. is set out on pages 21 to 23 of this circular. A form of proxy for use at the AGM is enclosed. The form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.breton.top).
Whether or not you are able to attend the AGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (in respect of holders of H Shares), or to the Company's registered office at Room 208, 2/F, Block 3, No. 168 Shennan Road, Minhang District, Shanghai, the PRC (in respect of holders of Domestic Shares), as soon as possible but in any event not later than 24 hours before the time appointed for holding the AGM or any adjournment thereof (i.e. by 4:00 p.m. on Wednesday, June 24, 2026). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM if you so wish. If you attend and vote in person at the AGM, your form of proxy will be revoked.
References to dates and time in this circular are to Hong Kong dates and time.
June 4, 2026
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD... 3
APPENDIX I – 2025 WORK REPORT OF THE BOARD OF DIRECTORS ... 16
APPENDIX II – EXPLANATORY STATEMENT ... 17
NOTICE OF ANNUAL GENERAL MEETING ... 21
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the 2025 annual general meeting of the Company, or any adjournment thereof, to be convened and held at Conference Room 1 of Breton Technology Co., Ltd., 7th Floor, Building 1, Hongqiao Xintiandi, No. 818 Shenchang Road, Minhang District, Shanghai, the PRC on Thursday, June 25, 2026 at 4:00 p.m. for the purpose of considering and, if thought fit, approving the resolutions set out in the notice of meeting on pages 21 to 23 of this circular
"Articles of Association"
the articles of association of the Company as amended, supplemented or otherwise modified from time to time
"Board" or "Board of Directors"
the board of directors of the Company
"China" or "PRC"
The People's Republic of China, which for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan
"Company"
Breton Technology Co., Ltd.* (博雷頓科技股份公司), a limited liability company established under the laws of the PRC on November 28, 2016 and converted into a joint stock company with limited liability on November 23, 2022, whose H Shares are listed on the Main Board of the Stock Exchange (stock code: 1333)
"Company Law"
the Company Law of the People's Republic of China
"Director(s)"
the director(s) of the Company
"Domestic Share(s)"
ordinary 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 RMB and not listed or traded on any stock exchange
"Group"
the Company and its subsidiaries from time to time
"H Share(s)"
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/are listed on the Main Board of the Stock Exchange and subscribed for and traded in Hong Kong dollars
"Hong Kong"
the Hong Kong Special Administrative Region of China
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DEFINITIONS
"Issue General Mandate"
a general mandate proposed to be granted to the Directors to allot, issue and/or deal with Shares not exceeding 20% of the total number of Shares in issue (excluding any treasury shares) as at the date on which the Issue General Mandate is approved by the Shareholders
"Latest Practicable Date"
June 3, 2026, being the latest practicable date prior to publication for ascertaining certain information contained in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
"Repurchase General Mandate"
a general mandate proposed to be granted to the Directors to repurchase H Shares not exceeding 10% of the total number of H Shares in issue (excluding any treasury shares) as at the date on which the Repurchase General Mandate is approved by the Shareholders
"RMB"
Renminbi, the lawful currency of the PRC
"Share(s)"
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, comprising Domestic Share(s) and H Share(s)
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong
"treasury share(s)"
has the meaning ascribed to it under the Listing Rules
"%"
per cent
- 2 -
LETTER FROM THE BOARD
BRETON
博雷顿
Breton Technology Co., Ltd.
博雷顿科技股份公司
(A joint stock company established in the People's Republic of China with limited liability)
(stock code: 1333)
Executive Directors:
Mr. Chen Fangming (Chairman of the Board and General Manager)
Mr. Qiu Debo
Mr. Sun Kanghua
Ms. Yang Hui
Non-executive Directors:
Mr. Cao Haiyi
Mr. Wang Zhenkun
Independent non-executive Directors:
Mr. Zhou Yuan
Mr. Gui Zhenhua
Dr. Jiang Bailing
Mr. YIM, Chi Hung Henry
Registered Office:
Room 208, 2/F, Block 3
No. 168 Shennan Road
Minhang District
Shanghai
PRC
Principal place of business in Hong Kong:
Room 1912, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
June 4, 2026
To the Shareholders
Dear Sir/Madam,
(1) 2025 WORK REPORT OF THE BOARD OF DIRECTORS;
(2) ACCOUNTANT'S REPORT FOR THE YEAR
ENDED DECEMBER 31, 2025;
(3) THE 2025 PROFIT DISTRIBUTION PLAN;
(4) PROPOSED APPOINTMENT OF MR. CHEN GUOMIN AS AN
EXECUTIVE DIRECTOR OF THE SECOND SESSION OF THE BOARD
OF DIRECTORS OF THE COMPANY;
(5) PROPOSED APPOINTMENT OF DR. TIM SUN AS AN INDEPENDENT
NON-EXECUTIVE DIRECTOR OF THE SECOND SESSION OF THE BOARD
OF DIRECTORS OF THE COMPANY;
(6) ADJUSTMENT OF THE BORROWING LIMIT FOR THE COMPANY AND ITS
SUBSIDIARIES FROM BANKS AND OTHER FINANCIAL INSTITUTIONS FOR 2026;
(7) APPLICATION FOR MEDIUM-TERM LOAN FACILITIES BY AN INDIRECT
SUBSIDIARY OF THE COMPANY;
(8) PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD OF
DIRECTORS TO ISSUE SHARES;
(9) PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD OF
DIRECTORS TO REPURCHASE H SHARES;
AND
NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
I. INTRODUCTION
The purpose of this circular is to provide you with the notice of the AGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions proposed at the AGM.
The following resolutions will be proposed at the AGM for consideration and, if thought fit, approval:
Ordinary Resolutions
(1) To consider and approve the 2025 work report of the Board of Directors;
(2) To receive, consider and adopt the accountant’s report for the year ended December 31, 2025;
(3) To consider and approve the 2025 profit distribution plan;
(4) To consider and approve the appointment of Mr. Chen Guomin as an executive Director of the second session of the Board of the Company;
(5) To consider and approve the appointment of Dr. Tim Sun as an independent non-executive Director of the second session of the Board of the Company;
(6) To consider and approve the adjustment of the borrowing limit for the Company and its subsidiaries from banks and other financial institutions for 2026;
(7) To consider and approve the application for medium-term loan facilities by an indirect subsidiary of the Company;
Special Resolutions
(8) To consider and approve the grant of general mandate to the Board of Directors to issue Shares; and
(9) To consider and approve the grant of general mandate to the Board of Directors to repurchase H Shares.
LETTER FROM THE BOARD
II. DETAILS OF THE RESOLUTIONS
Ordinary Resolutions
1. 2025 Work Report of the Board of Directors
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 work report of the Board of Directors. Please refer to Appendix I to this circular for the 2025 work report of the Board of Directors. In case of any discrepancy between the English and Chinese versions of the report, the Chinese version shall prevail.
2. Accountant’s Report for the Year Ended December 31, 2025
An ordinary resolution will be proposed at the AGM for Shareholders to receive, consider and adopt the accountants’ report for the year ended December 31, 2025.
3. The Company’s 2025 Profit Distribution Plan
In view of the fact that the Company is currently undergoing an important period of development and taking into account the greater capital demand for the Company’s future expansion of its business operations, in order to enhance the Company’s long-term development capability and profitability, the Board of Directors has proposed that there will be no distribution of profits, nor will there be conversion of capital reserve into share capital for 2025.
4. Proposed Appointment of Mr. Chen Guomin as an Executive Director of the Second Session of the Board of the Company
Reference is made to the announcement of the Company dated May 26, 2026 in relation to, among other things, the proposed appointment of Mr. Chen Guomin (“Mr. Chen”) as an executive Director of the second session of the Board of the Company.
In accordance with relevant laws and regulations and the provisions of the Articles of Association, Mr. Chen is hereby nominated to serve as an executive Director of the second session of the Board of the Company, and his term of office shall commence on the date of approval at the AGM of the Company until the expiration of the term of the second session of the Board.
LETTER FROM THE BOARD
The biographical details of Mr. Chen are set out below:
Mr. Chen Guomin, aged 42, joined the Company in April 2020 and has served as the director of the Procurement Department of the Company and the deputy general manager of Hunan Company since May 2023. He currently serves as a supervisor of Breton Intelligent Power (Shanghai) Technology Co., Ltd. (博雷頓智電(上海)科技有限公司) and a supervisor of Zhejiang Breton Technology Co., Ltd. (浙江博雷頓科技有限公司). Prior to joining the Company, Mr. Chen served as the sales manager of Hunan Aibote Robot Technology Co., Ltd. (湖南艾博特機器人技術有限公司). Mr. Chen graduated from Hunan University of Science and Engineering in 2025 with a junior college diploma.
Mr. Chen is the younger brother of Mr. Chen Fangming, an executive Director, the general manager and a controlling shareholder of the Company.
As at the Latest Practicable Date, Mr. Chen held 453,428 H Shares, 762,583 H Shares and 7,214 H Shares of the Company through Shanghai Fangao Business Consulting Partnership (Limited Partnership) (上海方翎商務諮詢合夥企業(有限合夥)), Shanghai Jifang Business Consulting Partnership (Limited Partnership) (上海驥方商務諮詢合夥企業(有限合夥)), and Shanghai Fangzhanbo Business Consulting Partnership (Limited Partnership) (上海方展博商務諮詢合夥企業(有限合夥)), respectively, representing an aggregate holding of 1,223,225 H Shares of the Company.
The Board believes that Mr. Chen's experience in procurement and supply chain management will make a positive contribution to the operations and strategy of the Company. The Board considers that he possesses the required character, integrity and experience to effectively perform his duties as an executive Director of the Company.
Save as disclosed in this circular, as at the Latest Practicable Date, Mr. Chen has confirmed that: (i) he has not held any other directorships in any listed companies, in Hong Kong or overseas, in the last three years, nor any other positions within the Group; (ii) he does not have any relationship with any Director, supervisor, senior management, substantial shareholder or controlling shareholder of the Company; (iii) he does not have or is not deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporation(s) (as defined within Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)); (iv) he has not been the subject of any penalty by the China Securities Regulatory Commission and other relevant authorities nor any disciplinary action by any stock exchange; and (v) there is no other information relating to his appointment which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders of the Company or the Stock Exchange.
- 6 -
LETTER FROM THE BOARD
Subject to the approval of Mr. Chen’s appointment at the AGM, the Company will enter into a director’s service contract with him, and his remuneration will be determined in accordance with the remuneration management system of the Company. As an executive Director of the Company, Mr. Chen will not receive any additional director’s fees or remuneration, but will receive corresponding remuneration based on his position within the Group, which is determined with reference to, among other things, his experience, duties, and prevailing market conditions, and in accordance with applicable laws and regulations and the relevant remuneration policy of the Company. The amount of his annual remuneration will be determined upon appraisal, and will be disclosed in the annual report of the Company.
The above proposal has been considered and approved by the Board on May 26, 2026 and is hereby submitted to the AGM for consideration and approval by way of an ordinary resolution.
5. Proposed Appointment of Dr. Tim Sun as an Independent Non-executive Director of the Second Session of the Board of the Company
Reference is made to the announcement of the Company dated May 26, 2026 in relation to, among other things, the proposed appointment of Dr. Tim Sun (“Dr. Sun”) as an independent non-executive Director of the second session of the Board of the Company.
In accordance with relevant laws and regulations and the provisions of the Articles of Association, Dr. Tim Sun is hereby nominated to serve as an independent non-executive Director of the second session of the Board of the Company, and concurrently as member of the Audit Committee of the Board. His term of office shall commence on the date of approval at the AGM of the Company until the expiration of the term of the second session of the Board.
Dr. Sun has confirmed (i) his independence as regards each of the factors set out in Rule 3.13(1) to (8) of the Listing Rules; (ii) that he has no past or present financial or other interest in the business of the Company or its subsidiaries, nor any connection with any core connected person (as defined in the Listing Rules) of the Company as at the Latest Practicable Date; and (iii) that there are no other factors that may affect his independence. The Board and the Nomination Committee of the Board also consider that Dr. Sun meets the independence guidelines set out in Rule 3.13 of the Listing Rules and consider him to be independent of the Company.
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LETTER FROM THE BOARD
The biographical details of Dr. Sun are set out below:
Dr. Tim Sun, aged 64, currently serves as the president of the Hong Kong International Mining Association (香港國際礦業協會), an independent non-executive director of Hanking Gold International Limited, a company listed on the Stock Exchange (stock code: 3788), a director of Arcland Resources Inc., a company listed on the TSX Venture Exchange, (stock code: ADR. H), and a director of Minco Silver Corporation, a company listed on the Toronto Stock Exchange (stock code: MSV), the US OTC market (stock code: MISVF), and the Frankfurt Stock Exchange (stock code: AOESX5), among other positions. He has successively served as an engineer at Beijing General Research Institute of Mining and Metallurgy (北京礦冶研究總院), the chief representative in China of Turquoise Hill Resources Ltd. (formerly known as Ivanhoe Mines Ltd., a company listed on the Toronto Stock Exchange, stock code: TRQ), the chief strategic officer of Bay Area Gold Group Limited (formerly known as Munsun Capital Group Limited and China Precious Metal Resources Holdings Co., Ltd.), a company formerly listed on the Stock Exchange (stock code: 1194), a director of Norton Gold Fields Limited, a company listed on the Australian Securities Exchange (stock code: NGF), the chairman and a non-executive director of FeOre Ltd., a company listed on the Australian Securities Exchange (stock code: FEO), and an independent non-executive director of Hengxing Gold Holding Company Limited, a company formerly listed on the Stock Exchange (stock code: 2303), among other positions. Dr. Sun graduated from Queen's University of Canada in 1993 with a Ph.D. degree in mining engineering.
Dr. Sun has extensive professional experience, and held senior management positions in several mining companies. He possesses a strong professional background and extensive social resources in corporate strategic management and mining investment and development. His joining the Board is expected to provide strong support for the Company's strategic development, particularly in the area of zero-carbon mining.
Save as disclosed in this circular, as at the Latest Practicable Date, Dr. Sun has confirmed that: (i) he has not held any other directorships in any listed companies, in Hong Kong or overseas, in the last three years, nor any other positions within the Group; (ii) he does not have any relationship with any Director, supervisor, senior management, substantial shareholder or controlling shareholder of the Company; (iii) he does not have or is not deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporation(s) (as defined within Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)); (iv) he has not been the subject of any penalty by the China Securities Regulatory Commission and other relevant authorities nor any disciplinary action by any stock exchange; and (v) there is no other information relating to his appointment which is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders of the Company or the Stock Exchange.
- 8 -
LETTER FROM THE BOARD
Having verified Dr. Sun’s professional qualifications for serving as an independent non-executive Director of the Company, the Board and the Nomination Committee of the Board are of the view that his appointment will bring valuable perspectives, knowledge, skills and experience to the Board to ensure the efficient and effective operation of the Board, and will contribute to the diversification of the Board, which will be conducive to the Company’s compliant operation and healthy and sustainable development.
Subject to the approval of Dr. Sun’s appointment at the AGM, the Company will enter into a director’s service contract with him, and his remuneration will be determined in accordance with the remuneration management system of the Company. As an independent non-executive Director of the Company, Dr. Sun will receive a director’s allowance of HK$300,000 per annum from the Company during his term of office.
The above proposal has been considered and approved by the Board on May 26, 2026 and is hereby submitted to the AGM for consideration and approval by way of an ordinary resolution.
6. Adjustment of the Borrowing Limit for the Company and Its Subsidiaries from Banks and Other Financial Institutions for 2026
Reference is made to the circular of the 2026 first extraordinary general meeting dated January 16, 2026 and the announcement of poll results of the 2026 first extraordinary general meeting of the Company dated February 5, 2026 in relation to, among other things, the Shareholders’ consideration and approval of the Proposal Regarding the Company’s Application for Bank Borrowing Limit in 2026 at the 2026 first extraordinary general meeting, agreeing the aggregate borrowing limit of the Company and its subsidiaries with cooperative banks and other financial institutions for the year 2026 shall be RMB800 million (or its equivalent in foreign currencies), and authorizing the chairman of the Company or the designated authorized representatives to undertake relevant procedures and execute all related legal documents on behalf of the Company within the aforesaid credit limit.
To support the Group’s financing operations and further clarify the financing arrangements, on May 8, 2026, the Board considered and approved the relevant matters, specifying that the scope of cooperative financial institutions includes financial leasing companies, and that the financing methods include financial leasing and sale-and-leaseback transactions. The relevant financing amounts will be consolidated into the aforementioned borrowing limit of RMB800 million for unified management.
- 9 -
LETTER FROM THE BOARD
As the Group’s business continues to expand, new projects are advanced, and working capital requirements increase, the Board believes that the existing financing amount is no longer sufficient to fully meet the Group’s potential funding needs for the remaining period of 2026. To further enhance the Group’s flexibility in cash management and support business development, and following a prudent assessment of the Company’s funding plan for the remaining months of 2026 and the market environment, it is proposed the Shareholders at the AGM for approval to increase the borrowing limit for the Company and its subsidiaries to apply for financing from banks and other financial institutions in 2026 from RMB800 million (or its equivalent in foreign currencies) to RMB1 billion (or its equivalent in foreign currencies).
Apart from the adjustment to the financing limit described above, the previously approved scope of authorization and financing arrangements remain unchanged, specifically:
(i) The application for credit facilities is not restricted to specific financial institutions, and the final credit limits shall be subject to the actual approvals granted by respective financial institutions;
(ii) The forms of credit facilities include, but are not limited to, fixed-asset loans, working capital loans, bank acceptance drafts, bill discounting, trade finance, letters of credit, finance leases, sale-and-leaseback transactions, etc.; and
(iii) The credit facilities shall be available for use from January 1, 2026 to December 31, 2026. Within this period, the credit facilities may be utilised on a revolving basis.
The above proposal has been considered and approved by the Board on May 26, 2026 and is hereby submitted to the AGM for consideration and approval by way of an ordinary resolution.
7. Application for Medium-Term Loan Facilities by an Indirect Subsidiary of the Company
To advance the construction and refinancing of the Group’s 74MW off-grid solar power station project in Haut Katanga, Democratic Republic of the Congo, LA VOIE LACTEE ENERGIE (“VOIE LACTEE ENERGIE”), the Company’s indirect subsidiary, proposed to apply for medium-term loan facilities (the “Facility”) in an aggregate amount not exceeding US$30 million from BGFI Bank for a term of 36 months at an interest rate of 10.25% per annum (fixed rate). In order to support the Facility, the Company proposes to provide relevant guarantees and other credit enhancement arrangements as required by the financing institution.
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LETTER FROM THE BOARD
It is hereby proposed to the Shareholders at the AGM to approve the application by VOIE LACTEE ENERGIE for the medium-term loan facility in an aggregate amount of not exceeding US$30 million from BGFI Bank, and to authorize the legal representative of the Company or his authorized representative(s) to execute all legal documents in connection with the Facility on behalf of the Company, including but not limited to the loan agreement, pledge agreement(s), application(s) for letter of guarantee, assignment of insurance benefits agreement(s) and other relevant documents; and to authorize the management of the Company to handle all matters relating to the Facility, including but not limited to cooperating with BGFI Bank to complete the administrative and legal procedures involved in the conditions for the drawdown of the loan.
Upon consideration and approval, the proposal shall be submitted to the relevant competent authorities for consideration and approval or filing before taking effect.
The above proposal has been considered and approved by the Board on May 26, 2026 and is hereby submitted to the AGM for consideration and approval by way of an ordinary resolution.
Special Resolutions
8. Proposed Grant of General Mandate to the Board of Directors to Issue Shares
In order to meet the Company's capital requirements for its continuous business development, subject to compliance with the relevant securities regulatory requirements of the place in which the Shares of the Company are listed and other applicable laws and regulations, the Board requests the Shareholders at the AGM to authorize the Board and its authorized persons to decide to separately or concurrently allot, issue and/or deal with new Shares not exceeding 20% of the total number of Shares in issue of the Company (excluding any treasury shares) as at the date of passing the relevant resolution at the AGM.
As at the Latest Practicable Date, the registered capital of the Company comprised 389,651,762 Shares with a nominal value of RMB1.00 each (including 32,275,272 Domestic Shares and 357,376,490 H Shares), including 710,800 treasury shares held by the Company. Subject to the passing of the resolution regarding the grant of the Issue General Mandate to the Board and on the assumption that no new Shares will be issued by the Company prior to the AGM, the Board may allot, issue and/or deal with up to a maximum of 77,788,192 Shares, either separately or concurrently, under the Issue General Mandate to be granted by the Shareholders.
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LETTER FROM THE BOARD
The Issue General Mandate will expire on the earliest of (i) the passing of the relevant resolution at the next annual general meeting of the Company; (ii) the expiry of a period of twelve months after the passing of the relevant resolution at the AGM; or (iii) the date on which the authorization set out in this resolution is revoked or varied by a special resolution passed by the Shareholders at a general meeting.
9. Proposed Grant of General Mandate to the Board of Directors to Repurchase H Shares
The Company Law and the Articles of Association provide for certain restrictions on share repurchase which are applicable to all classes of Shares of the Company. The Company Law (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares unless such repurchase is effected for the purpose of (i) reducing its registered capital; (ii) merging with other companies that hold shares in the Company; (iii) using the shares for employee shareholding schemes or share incentives; (iv) acquiring the shares of shareholders (upon their request) who disagree on any resolution adopted at any general meetings on the merger or division of the Company; (v) using the shares for conversion of corporate bonds issued by the Company which are convertible into shares; or (vi) safeguarding the Company's value and shareholders' interests as it deems necessary.
Article 39 of the Articles of Association provides that the Company may, repurchase its Shares through open and centralized trading or other ways specified by applicable laws, administrative regulations, departmental rules, normative documents, the Listing Rules, and recognized by relevant regulatory authorities under the following circumstances: (1) to reduce its registered capital; (2) to merge with other companies that hold Shares in the Company; (3) to use the Shares for employee shareholding schemes or share incentives; (4) to acquire the Shares of Shareholders (upon their request) who disagree on any resolution adopted at any general meetings on the merger or division of the Company; (5) to use the Shares for conversion of corporate bonds issued by the Company which are convertible into Shares; (6) to safeguard the Company's value and Shareholders' interests as it deems necessary; or (7) other circumstances permitted by laws and administrative regulations. After the Company has repurchased the Shares, the Shares shall be cancelled within 10 days from the date of acquisition in case of clause (1); or the Shares shall be transferred or cancelled within six months in case of clauses (2) and (4); or in case of clauses (3), (5) and (6), the total number of Shares held by the Company shall not exceed 10% of its total issued Shares, and such Shares shall be transferred or cancelled within three years. Except for the aforementioned circumstances, the Company may not engage in the trading of its Shares.
The Listing Rules permit the shareholders of a PRC joint stock limited company to grant a general mandate to its directors to repurchase shares of such company that are listed on the Stock Exchange. Such general mandate is required to be granted by way of an ordinary resolution passed by its shareholders at general meetings.
LETTER FROM THE BOARD
As H Shares are traded on the Stock Exchange in Hong Kong dollars, the repurchase of H Shares by the Company is subject to the approval of the State Administration of Foreign Exchange (the “SAFE”, or its successor authority), and the price payable by the Company upon any repurchase of H Shares will be paid in Hong Kong dollars.
In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any H Shares, approval is proposed to be sought from the Shareholders for the grant of the Repurchase General Mandate to the Directors. In accordance with the legal and regulatory requirements described above, the Directors have given notices to convene the AGM. At the AGM, a special resolution will be proposed to grant to the Directors the Repurchase General Mandate in accordance with the Articles of Association, being a conditional general mandate to repurchase H Shares not exceeding 10% of the total number of H Shares in issue as at the date of the approval by the Shareholders of the Repurchase General Mandate (excluding any treasury shares).
The Repurchase General Mandate will be conditional upon (i) the special resolution for approving the grant of the Repurchase General Mandate being passed at the AGM; and (ii) the approvals of SAFE (or its successor authority) and/or any other regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate. If the above conditions are not fulfilled, the Repurchase General Mandate will not be exercisable by the Directors.
The Repurchase General Mandate would expire on the earliest of (i) the conclusion of the next annual general meeting following the passing of the relevant resolution; (ii) the expiry of a period of twelve months after the passing of the relevant resolution at the AGM; or (iii) the date on which the authorization set out in this resolution is revoked or varied by a special resolution passed by the Shareholders at a general meeting. The H Shares which may be repurchased by the Company pursuant to the Repurchase General Mandate shall not exceed 10% of the total number of H Shares in issue (excluding any treasury shares) as at the date of passing the resolution approving the Repurchase General Mandate at the AGM.
An explanatory statement containing certain information relating to the Repurchase General Mandate is set out in Appendix II to this circular. The information contained in the explanatory statement is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant the Directors the Repurchase General Mandate.
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LETTER FROM THE BOARD
III. THE AGM
The AGM will be convened and held on Thursday, June 25, 2026 at 4:00 p.m. at the Conference Room 1 of Breton Technology Co., Ltd., 7th Floor, Building 1, Hongqiao Xintiandi, No. 818 Shenchang Road, Minhang District, Shanghai, the PRC. A notice convening the AGM is set out on pages 21 to 23 of this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.breton.top).
IV. CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Monday, June 22, 2026 to Thursday, June 25, 2026, both days inclusive, for the purpose of ascertaining the entitlement of Shareholders to attend and vote at the AGM to be convened and held on Thursday, June 25, 2026. Shareholders whose names appear on the register of members of the Company on Thursday, June 25, 2026 will be entitled to attend and vote at the AGM.
In order to qualify for attending and voting at the AGM, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company's Hong Kong branch share registrar for H Shares, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, by no later than 4:30 p.m. on Friday, June 19, 2026.
V. PROXY ARRANGEMENT
The form of proxy of the AGM is enclosed and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.breton.top).
If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. The form of proxy must be deposited at the Company's Hong Kong H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares) or at the Company's registered office at Room 208, 2/F, Block 3, No. 168 Shennan Road, Minhang District, Shanghai, the PRC (for holders of Domestic Shares), not less than 24 hours before the scheduled time of the AGM or any adjournment thereof (i.e. before 4:00 p.m. on Wednesday, June 24, 2026). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any other adjourned meeting should you so wish.
If you attend and vote in person at the AGM, the authority of your proxy will be deemed to be revoked.
LETTER FROM THE BOARD
VI. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules and the Articles of Association, any vote of the Shareholders at the AGM shall be taken by poll except where the chairman of the meeting may, in good faith and in accordance with the Listing Rules, allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. The poll results will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.breton.top) after the AGM in accordance with the Listing Rules.
To the best of the Directors' knowledge, information and belief, none of the Shareholders are required to abstain from voting at the AGM.
VII. 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.
VIII. RECOMMENDATION
The Board considers that all the resolutions proposed at the AGM 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 these proposed resolutions.
By order of the Board
Breton Technology Co., Ltd.
Mr. Chen Fangming
Chairman, General Manager and Executive Director
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APPENDIX I
2025 WORK REPORT OF THE BOARD OF DIRECTORS
In 2025, the Board of Directors of the Company strictly complied with the provisions of various laws, regulations, regulatory documents and the Articles of Association, conscientiously performed the duties entrusted by the general meeting, regulated its operation, thoroughly implemented the resolutions of the shareholders' general meeting, continued to improve the corporate governance structure, and proactively promoted the development of various businesses. The Board of Directors closely followed the overall strategic objectives of the Company and dynamically supervised the work progress of various departments in light of the actual situation. All Directors have been diligent and conscientious throughout the year and have made significant contributions to the Board's scientific decision-making and standardized operation. The major work of the Board of Directors for 2025 is hereby reported as follows for your review.
I. DAILY WORK SITUATION OF THE BOARD IN 2025
In 2025, the Board of Directors closely focused on the Company's strategic objectives and efficiently performed its governance duties. Throughout the year, the Board organized and convened a total of five general meetings (including four extraordinary general meetings and one annual general meeting), and deliberated and passed 47 major resolutions covering the issuance of H Shares and listing on the main board of the Stock Exchange, internal control, authorization management, joint venture companies and subsidiaries, etc., which were reviewed and approved as far as practicable, to ensure that the Board's decision-making process was scientific and democratic, and that the decision-making procedures were lawful and compliant, and to safeguard the effective functioning of the decision-making mechanism of the Company for corporate governance.
II. KEY FOCUSES FOR THE BOARD IN 2026
On May 7, 2025, the Company achieved its goal of listing on the main board of the Stock Exchange, marking a milestone in its entry into the capital market. Listing is of great strategic significance to the development of the Company. Upon the listing, the Company can utilize various financing tools more conveniently and raise funds with higher efficiency and lower cost, thereby significantly enhancing its competitiveness and sustainability. At the same time, the listing also encourages the Company to operate in a more regulated manner, improve its internal control systems and greatly enhance its management level.
In 2026, the Board will, in accordance with the actual situation and development strategy of the Company, do a good job in the day-to-day work of the Company, earnestly implement the resolutions of the general meeting, make scientific and efficient decisions on major issues, and strive to better accomplish the Company's various operating targets and maximize the interests of all Shareholders and the Company. The Board will continue to monitor the updates and changes in the regulatory requirements in Mainland China and Hong Kong, and carry out the Company's business operation, management and fulfilment of information disclosure obligations in accordance with the new regulatory requirements. The Board will improve and implement the relevant corporate governance systems to continuously enhance the Company's governance capabilities in accordance with the standards of corporate governance for listed companies, and proactively engage in the management of investor relations, safeguard the rights and interests of investors in accordance with the law, and strengthen the communication and interaction with the investors through a variety of channels, so as to facilitate investors to obtain information of the Company in a fast and comprehensive manner and to build up a good image of the Company in the capital market.
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APPENDIX II
EXPLANATORY STATEMENT
In accordance with the Listing Rules, this appendix serves as the explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the special resolutions to be proposed at the AGM for the granting of the Repurchase General Mandate to the Board.
REASONS FOR AND FUNDING OF THE REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to be granted a general mandate from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.
On the other hand, Shares repurchased by the Company and held as treasury shares may provide more flexibility to the Board to resell the treasury shares at market prices to raise additional funds for the Company, or transfer or grant Shares under share schemes that comply with Chapter 17 of the Listing Rules, and for other purposes permitted under the Listing Rules, the Articles of Association and the applicable laws.
In repurchasing the H Shares, the Company intends to utilize the Company's internal resources legally available for such purpose in accordance with the Articles of Association and the applicable laws, rules and regulations of the PRC. The Company is not permitted to repurchase securities on the Stock Exchange for a consideration other than cash or to settle them from time to time in a manner inconsistent with the trading rules of the Stock Exchange.
GENERAL INFORMATION
An exercise of the Repurchase General Mandate in full may have a material adverse impact on the working capital or gearing position of the Company at any time during the proposed repurchase period. However, the Directors do not propose to exercise the H Share Repurchase General Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital requirements or gearing level of the Company as a result of the repurchase of Shares. The Directors will determine the number of H Shares to be repurchased, the price and other terms upon which the H Shares are to be repurchased, taking into account the then prevailing market conditions and in the best interests of the Company, as and when appropriate.
The Directors undertake that they will exercise the power of the Company to repurchase Shares under the Repurchase General Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC to the extent that such rules are applicable.
APPENDIX II
EXPLANATORY STATEMENT
As at the Latest Practicable Date, the registered capital of the Company comprised 389,651,762 Shares with a nominal value of RMB1.00 each (including 32,275,272 Domestic Shares and 357,376,490 H Shares), including 710,800 treasury shares held by the Company. Subject to the passing of the resolution regarding the Repurchase General Mandate and on the assumption that no Shares will be allotted and issued or repurchased by the Company prior to the AGM, the Company will be allowed to repurchase a maximum of 35,666,569 H Shares under the Repurchase General Mandate, being the maximum of 10% of the total number of H Shares in issue (excluding any treasury shares) as at the date of the passing of the relevant resolution.
The Repurchase General Mandate will expire on the earliest of (i) the conclusion of the next annual general meeting following the passing of the relevant resolution; (ii) the expiry of a period of twelve months after the passing of the relevant resolution at the AGM; or (iii) the date on which the authorization set out in this resolution is revoked or varied by a special resolution passed by the Shareholders at a general meeting.
The Repurchase General Mandate is conditional upon (i) the passing of the special resolution approving the granting of the Repurchase General Mandate at the AGM; and (ii) the Company obtaining the approval of the State Administration of Foreign Exchange (or its successor) and/or any other regulatory authorities as may be required by the laws, rules and regulations of the PRC, as appropriate. If the above conditions are not fulfilled, the Repurchase General Mandate will not be exercisable by the Directors.
Pursuant to the Listing Rules, the Company will not repurchase its Shares on the Stock Exchange if the purchase price is 5% or more above the average closing price of the Company's Shares for the five trading days immediately preceding trading on the Stock Exchange.
STATUS OF THE H SHARE REPURCHASE
In the event that the Company repurchases any H Shares pursuant to the Repurchase General Mandate, the Company will either (i) cancel the repurchased H Shares and reduce the registered capital of the Company by an amount equal to the aggregate nominal value of the H Shares cancelled and/or (ii) hold such H Shares in treasury, subject to the then prevailing market conditions and the Company's capital management needs to repurchase any of the H Shares. In the event that the Company holds any treasury H Shares, any sale or transfer of the treasury H Shares will be effected in accordance with the Listing Rules and the applicable laws and regulations of the PRC.
For any treasury shares deposited with CCASS ("CCASS") pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited at general meetings of the Company for the treasury shares deposited with CCASS; and (ii) in terms of dividends or distributions, withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in its own name as treasury shares.
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APPENDIX II
EXPLANATORY STATEMENT
H SHARES PRICES
The highest and lowest monthly trading prices of the H Shares recorded on the Stock Exchange during the 12-month period prior to the Latest Practicable Date were as follows:
| Month | Highest prices (HK$) | Lowest prices (HK$) |
|---|---|---|
| 2025 | ||
| June | 37.2 | 28.1 |
| July | 37.05 | 27.8 |
| August | 47.16 | 26.3 |
| September | 55.5 | 29.84 |
| October | 44.14 | 32.7 |
| November | 39.48 | 23.68 |
| December | 27.74 | 24.0 |
| 2026 | ||
| January | 31.0 | 19.6 |
| February | 21.88 | 18.58 |
| March | 26.44 | 18.18 |
| April | 24.64 | 18.98 |
| May | 25.8 | 15.26 |
| June (up to and including the Latest Practicable Date) | 16.99 | 16.22 |
IMPACT OF H SHARE REPURCHASE
If as a result of a share repurchase by the Company, a substantial shareholder's proportionate interest in the voting rights of the Company increases, such increase is treated as an acquisition in terms of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company or become obliged to make a mandatory offer under Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, Mr. Chen Fangming, Shanghai Fangao Business Consulting Partnership (Limited Partnership) ("Shanghai Fangao"), Shanghai Cloud Tribe Yijin Venture Capital Center (Limited Partnership) ("Cloud Tribe Yijin"), Shanghai Cloud Tribe Yijin Venture Capital Management Co., Ltd., Shanghai Yijin Investment Co., Ltd., Shanghai Yijin Venture Capital Management Co., Ltd. and Shanghai Yijin Investment Management Firm (Limited Partnership), together with Mr. Qiu Debo and Ms. Yang Hui, who are persons acting in concert of Mr. Chen Fangming, constitute a group of controlling shareholders of the Company (the "Controlling Shareholders"), collectively controlling approximately $32.00\%$ of the voting rights of the total issued shares of the Company (excluding treasury shares). In the event that the Company exercises in full the power to repurchase H Shares in accordance with the terms of the Repurchase General Mandate proposed at the AGM, the Controlling Shareholder will be entitled to exercise
APPENDIX II
EXPLANATORY STATEMENT
approximately 35.23% of the voting rights of the Company. Based on the above, if the share repurchase mandate is fully exercised, it may give rise to the Controlling Shareholders (as a group of Shareholders) or any other Shareholders or a group of Shareholders acting in concert to make a mandatory offer under Rule 26 of the Takeovers Code. Based on the shareholding structure of the Company as at the Latest Practicable Date, it is not expected that the exercise of the Repurchase General Mandate would result in the Company having insufficient public float and the Directors have no intention to exercise the Repurchase General Mandate to such an extent as would result in a breach of requirements of the Listing Rules regarding the minimum public float.
To the best of their knowledge, after making all reasonable inquiries, neither the Directors nor any of their close associates (as defined in the Listing Rules) intend to sell Shares to the Company if the granting of the Repurchase General Mandate to the Directors is approved at the AGM.
The Company has not been notified by any core connected person (as defined in the Listing Rules) of a present intention to sell, or an undertaking not to sell, any of the H Shares held by it to the Company in the event that the Repurchase General Mandate is approved by the Shareholders and the conditions, if any, of the Repurchase General Mandate are fulfilled.
To the best of the Directors' knowledge and belief, neither this Explanatory Statement nor the proposed repurchase of H Shares of the Company has any unusual features.
H SHARES REPURCHASED BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company has repurchased a total of 710,800 H Shares on the Stock Exchange, the details of which are set out below.
| Date of repurchase | Number of shares repurchased | Highest price paid per share (HK$) | Lowest price paid per share (HK$) |
|---|---|---|---|
| February 13, 2026 | 710,800 | 21.4 | 20.24 |
Save as disclosed above, the Company had not repurchased any other Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.
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NOTICE OF ANNUAL GENERAL MEETING
BRETON
博雷顿
Breton Technology Co., Ltd.
博雷顿科技股份公司
(A joint stock company established in the People's Republic of China with limited liability)
(stock code: 1333)
NOTICE OF THE 2025 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (the “AGM”) of Breton Technology Co., Ltd. (the “Company”) will be convened and held at Conference Room 1 of Breton Technology Co., Ltd., 7th Floor, Building 1, Hongqiao Xintiandi, No. 818 Shenchang Road, Minhang District, Shanghai, the PRC, on Thursday, June 25, 2026 at 4:00 p.m. to consider and, if thought fit, to approve the following matters:
ORDINARY RESOLUTIONS
- To consider and approve the 2025 work report of the Board of Directors;
- To receive, consider and adopt the accountant’s report for the year ended December 31, 2025;
- To consider and approve the 2025 profit distribution plan;
- To consider and approve the appointment of Mr. Chen Guomin as an executive director of the second session of the board of directors of the Company;
- To consider and approve the appointment of Dr. Tim Sun as an independent non-executive director of the second session of the board of directors of the Company;
- To consider and approve the adjustment of the borrowing limit for the Company and its subsidiaries from banks and other financial institutions for 2026;
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To consider and approve the application for medium-term loan facilities by an indirect subsidiary of the Company;
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NOTICE OF ANNUAL GENERAL MEETING
SPECIAL RESOLUTIONS
- To consider and approve the grant of general mandate to the board of directors to issue Shares; and
- To consider and approve the grant of general mandate to the board of directors to repurchase H Shares.
By order of the Board
Breton Technology Co., Ltd.
Mr. Chen Fangming
Chairman, General Manager and Executive Director
Hong Kong, June 4, 2026
Notes:
- All resolutions at the AGM will be voted on by way of a poll in accordance with the Listing Rules (except for the Chairman's decision voting on a show of hands for resolutions relating to administrative matters). The poll results will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.breton.top) after the AGM in accordance with the Listing Rules.
- For the purpose of ascertaining the right to attend and vote at the AGM, the register of Shareholders of the Company will be closed from Monday, June 22, 2026 to Thursday, June 25, 2026, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the AGM, unregistered holders of the Company's Shares must ensure that all transfers, accompanied by the relevant share certificates, must be lodged with the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Friday, June 19, 2026.
- Any member of the Company entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and vote in his/her stead provided that each proxy so appointed represents the respective number of shares held by the member as specified in the relevant form of proxy. A proxy need not be a Shareholder of the Company.
- Individual Shareholders who wish to attend the AGM in person should present their identity cards or other valid identification or proof of identity and shareholding account cards. Proxies of individual Shareholders should present their valid identification documents and forms of proxy. A corporate shareholder shall be represented at the meeting by its legal representative or by a proxy appointed by the legal representative. The legal representative intending to attend the meeting should produce his/her identity card or other valid proof of legal representative status. If appointed to attend the meeting, the proxy shall present his identity card and an authorization duly signed by the legal representative of the corporate shareholder.
- The instrument appointing a proxy shall be signed by the Shareholder or by his attorney duly authorized in writing. In the case of a Shareholder which is a corporation, the instrument appointing a proxy shall be under its common seal or shall be signed by its director or by its duly authorized representative in writing. In the case of an instrument of proxy purporting to be signed by a person authorized by the appointor, the power of attorney or other authority under which it is signed shall be notarially certified and shall be delivered at the same time as the instrument of proxy.
To be valid, the form of proxy together with a notarially certified copy of the power of attorney or other authority must be deposited at the Company's H share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (in respect of holders of H Shares), or at the registered office of the Company at Room 208, 2/F, Block 3, No. 168 Shennan Road, Minhang District, Shanghai, PRC (in respect of holders of Domestic Shares), not later than 24 hours prior to the time appointed for the holding of the AGM or any adjournment thereof, i.e. 4:00 p.m. on Wednesday, June 24, 2026, in order to be valid.
NOTICE OF ANNUAL GENERAL MEETING
Where there are joint registered holders of any Share, any one of such joint registered holders may vote at the AGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint registered holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share, either personally or by proxy, shall alone be accepted as representing the joint holder.
Completion and return of the form of proxy and the instrument of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish. In such event, the instrument of proxy shall be deemed to be revoked.
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Shareholders attending the AGM are responsible for their own travelling and accommodation expenses.
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In the event of any inconsistency between the English and Chinese versions of this notice, the Chinese version shall prevail.
As at the date of this notice, Directors are (i) Mr. Chen Fangming, Mr. Qiu Debo, Mr. Sun Kanghua and Ms. Yang Hui as executive Directors; (ii) Mr. Cao Haiyi and Mr. Wang Zhenkun as non-executive Directors; and (iii) Mr. Zhou Yuan, Mr. Gui Zhenhua, Dr. Jiang Bailing and Mr. YIM, Chi Hung Henry as independent non-executive Directors.
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