Capinfo Company Limited — Proxy Solicitation & Information Statement 2025

Jun 5, 2025

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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all or transferred all your shares in Capinfo Company Limited*, you should at once hand this circular and the accompanying supplemental proxy form to the purchaser or to the transferee, or to the bank, licensed securities dealer or registered institution in securities through whom the sale 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.

---

CAPINFO
CAPINFO COMPANY LIMITED*
首都信息發展股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1075)

---

PROPOSED CHANGE OF AUDITOR
AND
SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

---

A supplemental notice of the annual general meeting (the “Annual General Meeting”) of Capinfo Company Limited is set out on pages 7 to 8 of this circular. The Annual General Meeting will be held as scheduled at 10:00 a.m. on Friday, 20 June 2025 at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China.

This circular and the accompanying supplemental proxy form applicable to the Annual General Meeting have been posted on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Company (www.capinfo.com.cn).

6 June 2025

• For identification purpose only

---

CONTENT

Pages

DEFINITIONS ... 1

LETTER FROM THE BOARD

1. INTRODUCTION ... 3
2. PROPOSED CHANGE OF AUDITOR ... 4
3. ANNUAL GENERAL MEETING ... 4
4. VOTING BY WAY OF POLL ... 6
5. RECOMMENDATION ... 6

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING ... 7

• i -

---

DEFINITIONS

In this circular, unless the context otherwise requires, the terms below shall have the following meanings when used herein:

"AGM"
the annual general meeting of the Company to be held on 20 June 2025, at 10:00 a.m. at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the PRC

"Audit Committee"
audit committee of the Company

"Board"
the board of Directors

"Company"
首都信息發展股份有限公司 (Capinfo Company Limited), a joint stock limited company incorporated in the PRC, the H Shares of which are listed on the Main Board of the Stock Exchange

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

"Domestic Share(s)"
domestic share(s) of RMB1.00 each in the share capital of the Company

"Group"
the Company and its subsidiaries

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

"H Share(s)"
overseas listed foreign share(s) of RMB1.00 each in the share capital of the Company

"Latest Practicable Date"
5 June 2025, being the latest practicable date prior to printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"Notice of AGM"
notice of the AGM dated 29 April 2025

"PRC"
the People's Republic of China

"Share(s)"
collectively, Domestic Shares and H Shares and (where applicable) any other foreign shares of the Company

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

• 1 -

---

DEFINITIONS

"Supplemental Notice of AGM"
the supplemental notice of the AGM dated 6 June 2025 as set out on pages 7 and 8 of this circular

"RMB"
Renminbi, the lawful currency of the PRC

In this circular, the English names of the PRC entities are translations of their Chinese names and included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.

• 2 -

---

LETTER FROM THE BOARD

CAPINFO

CAPINFO COMPANY LIMITED*

首都信息發展股份有限公司

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

(Stock Code: 1075)

Executive Directors:
Mr. Yu Donghui (Party Secretary, Chairman)
Mr. Zhang Yiqian
(Deputy Party Secretary, General Manager)

Non-executive Directors:
Ms. Yan Yi
Mr. Xin Shuangbai
Ms. Zhao Shujie
Mr. Jiang Wei
Mr. Wang Yuzheng

Independent Non-executive Directors:
Mr. Gong Zhiqiang
Mr. Cheung, Wai Hung Boswell
Mr. Yang Xiaohui
Mr. Dong Jin
Mr. Li Jianqiang

Registered office:
No.11 Xi San Huan Zhong Road
Haidian District
Beijing 100036
The PRC

Principal place of business in Hong Kong:
25th Floor
Neich Tower
128 Gloucester Road
Wanchai
Hong Kong

Principal place of business in the PRC:
5th Floor
Longfu Mansion
No.95 Longfusi Street
Dongcheng District
Beijing 100010
The PRC

6 June 2025

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITOR

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

Please refer to the Notice of AGM which sets out the date, time and place of the AGM, the resolutions to be presented at the AGM for Shareholders' approval and the announcement published on 5 June 2025 regarding the proposed change of auditor of the Company.

• For identification purpose only

---

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the proposed change of auditor of the Company and to seek your approval of the resolution relating to this matter at the AGM.

2. PROPOSED CHANGE OF AUDITOR

According to the relevant regulations issued by the Ministry of Finance of the People’s Republic of China, the State-owned Assets Supervision and Administration Commission of the State Council etc. regarding the appointment of an accounting firm for a state-owned enterprise, there are restrictions in respect of the years of audit services that the accounting firm can continuously provide to a state-owned enterprise. Since the number of years that the Company has continuously engaged its existing auditor, Grant Thornton (Special General Partnership) (the “Grant Thornton”), has reached the prescribed time limit, Grant Thornton will retire as the auditor of the Company with effect from the conclusion of the AGM and will not be re-appointed.

Pursuant to the open selection process and with reference to the recommendation of the Audit Committee, the Board has resolved to propose the appointment of ShineWing Certified Public Accountants (Special General Partnership) (“ShineWing”) as auditor of the Company for the year of 2025. Such appointment is subject to the approval of the Shareholders at the AGM. The Board and the Audit Committee in proposing the appointment of ShineWing as the new auditor have reviewed the qualifications and experience of ShineWing and consider that ShineWing meets the regulatory requirements in terms of practice qualifications, professional competence, independence, and integrity etc.

Since one of the offices held by Mr. Yang Xiaohui is the partner of ShineWing, the Company has obtained the undertaking of Mr. Yang Xiaohui that he will tender his resignation as independent non-executive director after approval of the appointment of ShineWing as auditor of the Company by the Shareholders. Details of the resignation and the change of independent non-executive director will be announced by the Company in due course.

The Company has received a confirmation letter from Grant Thornton confirming that there are no circumstances connected with the proposed change of auditor that should be brought to the attention of the Shareholders or creditors of the Company. The Board has also confirmed that there are no circumstances connected with the proposed change of auditor that should be brought to the attention of the Shareholders. The Board and the Audit Committee have also confirmed that there are no disagreement or outstanding matters between the Company and Grant Thornton. The Board would like to take this opportunity to express its sincere gratitude to Grant Thornton for its professional services and support in the past.

Resolution is to be presented at the AGM to appoint ShineWing as auditor of the Company and to authorize the Board to fix their remuneration.

3. ANNUAL GENERAL MEETING

The above ordinary resolution to be presented is set out as Ordinary Resolutions No.7 in the Supplemental Notice of AGM on pages 7 and 8 of this circular.

---

LETTER FROM THE BOARD

Since the proxy form (the “Original Proxy Form”) issued on 29 April 2025 does not contain the new resolution in the Supplemental Notice of AGM, a supplemental proxy form (the “Supplemental Proxy Form”) will be issued with this circular.

If any Shareholder has not yet submitted the Original Proxy Form according to the instructions in the Notice of AGM and wishes to appoint a proxy to attend the AGM on his behalf, he is required to submit the Supplemental Proxy Form. In this case, the Shareholder shall not submit the Original Proxy Form.

To be valid, the supplemental proxy form, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s H shares 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 (in the case of holders of H Shares) or to the Company’s principal place of business in the PRC at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China (in the case of holders of Domestic Shares) as soon as possible and in any event not less than 24 hours before the time appointed for holding the AGM (i.e. not later than 19 June 2025 at 10:00 a.m. (Hong Kong time)).

For any Shareholder who has submitted the Original Proxy Form according to the instructions in the Notice of AGM, please note that:

(i) if the Shareholder has not submitted the Supplemental Proxy Form, the Original Proxy Form (if properly completed) shall be deemed as a valid proxy form submitted by the Shareholder. The proxy appointed according to the Original Proxy Form shall be entitled to vote according to the instructions given previously by the Shareholder or to vote at his discretion (if no such instructions were given) at the AGM on the resolutions proposed in the Notice of AGM, and to vote at his discretion on the new resolution set out in the Supplemental Notice of AGM;

(ii) if the Shareholder has submitted the Supplemental Proxy Form prior to the deadline set out in the Notice of AGM, then the Supplemental Proxy Form (if properly completed) shall be deemed as a valid proxy form submitted by the Shareholder. The Original Proxy Form shall be deemed to be revoked. The proxy appointed pursuant to the Supplemental Proxy Form shall be entitled to vote according to the instructions given previously by the Shareholder or to vote at his discretion (if no such instructions were given) on any resolution (including the new resolution set out in the Supplemental Notice of AGM) proposed in an appropriate manner at the AGM; and

(iii) if the Shareholder submitted the Supplemental Proxy Form after the designated time, or the Supplemental Proxy Form submitted is improperly completed, the Supplemental Proxy Form will be invalid. The Original Proxy Form, if properly completed, will be treated as a valid proxy form submitted by the Shareholder. The arrangement as mentioned in (i) above shall apply as if no Supplemental Proxy Form was submitted.

Completion and delivery of the Original Proxy Form and/or the Supplemental Proxy Form will not preclude you from attending and voting at the meeting or any adjournment thereof if you so wish.

---

LETTER FROM THE BOARD

4. VOTING BY WAY OF POLL

In accordance with the requirement of Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) and Rule 13.39(5A) of the Listing Rules.

5. RECOMMENDATION

The Directors believe that the proposed change of auditor of the Company is in the best interest of the Company and its Shareholders as a whole. Therefore, the Directors recommend all the Shareholders to vote for the relevant resolution set out in the Supplemental Notice of AGM.

Please refer to the Notice of AGM for details about other resolutions to be submitted for consideration and approval at the AGM, eligibility of Shareholders to attend the AGM, appointment of proxies, registration procedures, closure of register of members and other matters.

Yours faithfully,

By Order of the Board

CAPINFO COMPANY LIMITED*

首都信息發展股份有限公司

Yu Donghui

Chairman

Beijing, the PRC, 6 June 2025

• For identification purpose only

---

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

CAPINFO

CAPINFO COMPANY LIMITED*

首都信息發展股份有限公司

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

(Stock Code: 1075)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice (the "Notice") of the Annual General Meeting (the "AGM") dated 29 April 2025 of Capinfo Company Limited (the "Company") which sets out the date, time and place of the AGM as well as the resolutions to be presented at the AGM for Shareholders' consideration and approval.

A SUPPLEMENTAL NOTICE IS HEREBY GIVEN THAT the AGM will be held as scheduled at 10:00 a.m. on Friday, 20 June 2025 at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People's Republic of China, at which, in addition to the resolutions contained in the Notice, the following resolution will also be considered and approved at discretion. Save as mentioned herein, all information and contents set out in the Notice remain unchanged.

ORDINARY RESOLUTION

1. To consider and approve the appointment of ShineWing Certified Public Accountants (Special General Partnership) as auditor of the Company and to authorize the board of directors of the Company to fix their remuneration.

By order of the Board of Directors

CAPINFO COMPANY LIMITED*

Yu Donghui

Chairman

Beijing, the People's Republic of China, 6 June 2025

1. Details about the above resolution are contained in the circular (the "Circular") of the Company dated 6 June 2025. Unless the context requires otherwise, the terms used in this supplemental notice shall have the meanings same as those used in the Circular.

2. Since the proxy form (the "Original Proxy Form") issued on 29 April 2025 does not contain the new resolution in the supplemental notice of the AGM, a supplemental proxy form (the "Supplemental Proxy Form") is issued with the Circular.

3. If any Shareholder has not yet submitted the Original Proxy Form according to the instructions in the Notice and wishes to appoint a proxy to attend the AGM on his behalf, he is required to submit the Supplemental Proxy Form. In this case, the Shareholder shall not submit the Original Proxy Form.

4. For identification purpose only

---

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

1. To be valid, this Supplemental Proxy Form, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's H 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 (in the case of H shares) or the office of the Company at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People's Republic of China (in the case of domestic shares) not less than 24 hours before the time scheduled for the meeting (i.e. not later than 19 June 2025 at 10:00 a.m. (Hong Kong time)) or any adjournment thereof.

2. For any Shareholder who has submitted the Original Proxy Form according to the instructions in the Notice, please note that:

(i) if the Shareholder has not submitted the Supplemental Proxy Form, the Original Proxy Form (if properly completed) shall be deemed as a valid proxy form submitted by the Shareholder. The proxy appointed according to the Original Proxy Form shall be entitled to vote according to the instructions given previously by the Shareholder or to vote at his discretion (if no such instructions were given) at the AGM on the resolutions proposed in the Notice, and to vote at his discretion on the new resolution set out in the supplemental notice of AGM;

(ii) if the Shareholder has submitted the Supplemental Proxy Form prior to the deadline set out in the Notice, then the Supplemental Proxy Form (if properly completed) shall be deemed as a valid proxy form submitted by the Shareholder. The Original Proxy Form shall be deemed to be revoked. The proxy appointed pursuant to the Supplemental Proxy Form shall be entitled to vote according to the instructions given previously by the Shareholder or to vote at his discretion (if no such instructions were given) on any resolution (including the new resolution set out in the supplemental notice of AGM) proposed in an appropriate manner at the AGM; and

(iii) if the Shareholder submitted the Supplemental Proxy Form after the designated time, or the Supplemental Proxy Form submitted is improperly completed, the Supplemental Proxy Form will be invalid. The Original Proxy Form, if properly completed, will be treated as a valid proxy form submitted by the Shareholder. The arrangement as mentioned in (i) above shall apply as if no Supplemental Proxy Form was submitted.

1. Completion and delivery of the Original Proxy Form and/or the Supplemental Proxy Form will not preclude you from attending and voting at the meeting or any adjournment thereof if you so wish.

2. Please refer to the Notice for details about other resolutions to be submitted for consideration and approval at the AGM, eligibility of Shareholders to attend the AGM, appointment of proxies, registration procedures, closure of register of members and other matters.

3. As at the date of this supplemental notice, the executive directors of the Company are Mr. Yu Donghui and Mr. Zhang Yiqian; the non-executive directors of the Company are Ms. Yan Yi, Mr. Xin Shuangbai, Ms. Zhao Shujie, Mr. Jiang Wei and Mr. Wang Yuzheng; and the independent non-executive directors of the Company are Mr. Gong Zhiqiang, Mr. Cheung, Wai Hung Boswell, Mr. Yang Xiaohui, Mr. Dong Jin and Mr. Li Jianqiang.