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Breton Technology Co., Ltd. Proxy Solicitation & Information Statement 2026

Jun 4, 2026

49857_rns_2026-06-04_845fc012-1dc6-4447-8480-716c491479c5.pdf

Proxy Solicitation & Information Statement

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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)

Number of shares represented by this form of proxy^{(Note 1)} Domestic Shares
H Shares

FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE 2025 ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF) TO BE HELD AT 4:00 P.M. ON THURSDAY, JUNE 25, 2026

I/We(Note 2) _____ (name)
of
____ (address)
being the registered holder(s) of
___ domestic shares/H shares(Note 3) in the issued share capital of Breton Technology Co., Ltd. (the “Company”), hereby appoint the chairman of the meeting or(Note 4) ___ (name)
of
______ (address)
as my/our proxy(ies)(Note 5) to attend and vote for me/us and on my/our behalf at the 2025 annual general meeting of the Company (the “AGM”) (and 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 at 4:00 p.m. on Thursday, June 25, 2026 and to vote on my/our behalf at such meeting in accordance with the instructions listed below. Unless otherwise defined, capitalized terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated June 4, 2026.

Please make a mark by ticking “✓” in the appropriate boxes to indicate how you wish your vote(s) to be cast(Note 6).

Ordinary Resolutions^{(Note 7)} For^{(Note 8)} Against^{(Note 9)} Abstain^{(Note 9)}
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 Ouomin as an executive Director of the second session of the Board of Directors 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 Directors 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^{(Note 7)} For^{(Note 8)} Against^{(Note 9)} Abstain^{(Note 9)}
8. To consider and approve the grant of general mandate to the Board of Directors to issue Shares.
9. To consider and approve the grant of general mandate to the Board of Directors to repurchase H Shares.

Date: _____ 2026
Signature(Note 7)
_______

Notes:

  1. Please delete as appropriate and insert the number of shares of the Company registered in your name(s) to which this form of proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

  2. Your full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered shareholders should be stated.

  3. Please insert the number of shares registered in your name(s) and delete as appropriate.

  4. If any proxy other than the chairman of the AGM is preferred, please strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. Any shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy or more than one proxy to attend the meeting and vote on his/her behalf. A proxy need not be a shareholder. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.

  5. Details of the resolutions are set out in the circular of the Company dated June 4, 2026. An ordinary resolution shall be passed by more than half of the votes represented by the shareholders (including proxies) with voting rights attending the AGM. A special resolution shall be passed by more than two thirds of the votes held by the Shareholders (including proxies) with voting rights attending the AGM.

  6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (“✓”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PUT A TICK (“✓”) IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE PUT A TICK (“✓”) IN THE BOX MARKED “ABSTAIN”. Any shares voted as “abstain” will be counted in the calculation of the required majority. If no direction is given, your proxy may vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

  7. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under its common seal or under the hand of a director or attorney duly authorised to sign the same. Any alteration made to this form of proxy must be initialed by the person who signs it.

  8. Any abstention vote or waiver of voting shall be deemed as “abstain”. Blank, wrong, illegible or uncast votes shall be deemed as the voters’ waiver of their voting rights, and the voting results representing the shares held by such voters shall be counted as “abstain”. The abstention vote shall be regarded as valid votes when the Company counts the votes in respect of the relevant matter.

  9. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

  10. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be delivered to the H share registrar of the Company in Hong Kong. Tricor Investor Services Limited, at 17/F; Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares), or the registered office of the Company at Room 208, 2/F, Block 3, No. 168 Sherman Road, Minhang District, Shanghai, the PRC (for holders of Domestic Shares) not later than 24 hours before the scheduled time for holding of the AGM (i.e. not later than 4:00 p.m. on Wednesday, June 24, 2026).

  11. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting thereof if you so wish. If you attend and vote at the AGM in person, the authority of your proxy will be deemed revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meetings of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third-party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.