Capinfo Company Limited — Proxy Solicitation & Information Statement 2026

Mar 10, 2026

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 or transferred all your shares in Capinfo Company Limited*, you should at once hand this circular and the accompanying 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.

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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)*

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PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING

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A notice convening the extraordinary general meeting of Capinfo Company Limited to be held on Tuesday, 31 March 2026 at 10:00 a.m. at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China is set out on pages EGM-1 to EGM-2 of this circular.

Whether you intend to attend the meeting or not, you are requested to complete and return the accompanying proxy form in accordance with the instructions set out therein to the Company’s principal place of business in the People’s Republic of China at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China (in the case of proxy form of holder of Domestic Shares) or to 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 proxy form of holders of H Shares) as soon as possible and in any event not less than 24 hours before the time appointed for holding the meeting (i.e. not later than 30 March 2026 at 10:00 a.m. (Hong Kong time)). Completion and return of the proxy form will not preclude you from attending and voting at the meeting should you so wish.

11 March 2026
* For identification purpose only

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CONTENTS

Pages

DEFINITIONS ... 1

LETTER FROM THE BOARD

1. INTRODUCTION ... 3
2. PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR ... 4
3. EXTRAORDINARY GENERAL MEETING ... 5
4. VOTING BY WAY OF POLL ... 5
5. RECOMMENDATION ... 5

NOTICE OF EXTRAORDINARY GENERAL MEETING ... EGM-1

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DEFINITIONS

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

"Articles of Association"
the articles of association of the Company as amended from time to time

"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

"EGM"
the extraordinary general meeting of the Company to be held on Tuesday, 31 March 2026, at 10:00 a.m. at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the PRC

"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 March 2026, 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 EGM"
notice of convening the EGM dated 11 March 2026 as set out on pages EGM-1 to EGM-2 in this circular

"PRC"
the People's Republic of China

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended, supplemented or modified from time to time

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DEFINITIONS

“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
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent

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.

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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 Director:
Mr. Yu Donghui (Chairman)

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

Independent Non-executive Directors:
Mr. Gong Zhiqiang
Mr. Cheung, Wai Hung Boswell
Mr. Li Jianqiang
Mr. Zhou Jinglin

Staff Representative Director:
Ms. Zhu Chenlan

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

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

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

Beijing, the PRC, 11 March 2026

To the Shareholders

Dear Sir or Madam,

PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 30 January 2026 regarding the proposed election of non-executive Director.

• For identification purpose only

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LETTER FROM THE BOARD

On 30 January 2026, the Board announced that due to other work arrangements, Mr. Xin Shuangbai will resign as the non-executive Director with effect from the conclusion of the EGM. Mr. Xin Shuangbai has confirmed that he has no disagreement with the Board and there is no other matter relating to his resignation that needs to be brought to the attention of the Shareholders.

The purpose of this circular is to provide you with information regarding the proposed election of non-executive Director and to seek your approval of the resolutions relating to these matters at the EGM.

2. PROPOSED ELECTION OF NON-EXECUTIVE DIRECTOR

Having regard to the nomination policy and the board diversity policy adopted by the Company, the nomination committee of the Company recommended the Board to nominate Mr. Li Feng ("Mr. Li") as candidate for the non-executive Director. Mr. Li has given written notice to the Company indicating that he is willing to accept the nomination and election. The nomination committee of the Company and the Board considered that the experience, knowledge and expertise of Mr. Li are beneficial to the diversity of the Board. Therefore, the Board proposes to present resolutions at the EGM to elect Mr. Li as the non-executive Director.

The biographical details of Mr. Li are set out below:

Mr. Li, aged 47, senior management accountant, senior accountant, senior international certified internal auditor, AIA international certified public accountant, is currently the deputy manager of the finance department of Capital Culture Technology Group Company Limited (首都文化科技集團有限公司), director and general manager of Beijing All Media and Culture Group Co. Ltd. (北京北廣傳媒集團有限公司). Mr. Li previously worked for Beijing Gehua Cultural Development Group Company Limited (北京歌華文化發展集團有限公司), Beijing Gehua Technology Centre Company Limited (北京歌華科技中心有限公司), Beijing Gehua Investment Centre Company Limited (北京歌華投資中心有限公司) and Beijing Gehua Media Group Company Limited (北京歌華傳媒集團有限責任公司), with extensive experience in account and financial management. Mr. Li graduated from Minzu University of China with major in accounting and obtained a bachelor degree in management in July 2005. Save as disclosed above, Mr. Li does not hold any position with the Company or other members of the Company's group and he does not hold any directorship in any other listed public companies in the past three years.

Subject to the approval by the Shareholders at the EGM, the Company will enter into a service contract with Mr. Li. Mr. Li's office as Director shall remain effective up to the expiration date of the term of the ninth session of the Board, and is subject to retirement or re-election in accordance with the Articles of Association. Mr. Li will not receive any remuneration from the Company in respect of his office as non-executive Director, if being appointed. As at the Latest Practicable Date, Mr. Li does not have any interest in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Li is not connected with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Other than disclosed above, there are no other matters relating to the election of Mr. Li as Director that need to be brought to the attention of the Shareholders and there is no information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

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LETTER FROM THE BOARD

3. EXTRAORDINARY GENERAL MEETING

The Notice of EGM is set out on pages EGM-1 to EGM-2 in this circular for you to consider the resolutions regarding the election of non-executive Director and to authorize the Board to enter into a service contract with the newly elected non-executive Director.

The EGM is scheduled to be held at 10:00 a.m. on Tuesday, 31 March 2026 at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the PRC. The proxy form for use at the EGM is enclosed with this circular.

Whether you intend to attend the EGM or not, you are requested to complete and return the accompanying proxy form in accordance with the instructions set out therein to the Company's principal place of business in the PRC at 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the PRC (in the case of proxy form of holder of Domestic Shares) or to 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 proxy form of holders of H Shares) as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM (i.e. not later than 30 March 2026 at 10:00 a.m. (Hong Kong time)). Completion and return of the proxy forms will not preclude you from attending and voting in person at the EGM should you so wish.

4. VOTING BY WAY OF POLL

In accordance with the requirement of Rule 13.39(4) of the Listing Rules, all votes at the EGM 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 Rules 13.39(5) and 13.39(5A) of the Listing Rules.

5. RECOMMENDATION

The Directors believe that the election of non-executive Director and authorization for the Board to enter into a service contract with the newly elected non-executive Director 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 resolutions set out in the Notice of EGM.

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

• For identification purpose only

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NOTICE OF EXTRAORDINARY 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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “EGM”) of Capinfo Company Limited (the “Company”) will be held at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the People’s Republic of China on Tuesday, 31 March 2026 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To elect Mr. Li Feng as non-executive Director of the ninth session of the Board of the Company.
2. To authorize the Board to enter into a service contract with the newly elected non-executive Director pursuant to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.

By order of the Board of Directors

CAPINFO COMPANY LIMITED*

Yu Donghui

Chairman

Beijing, the People’s Republic of China, 11 March 2026

Notes:

1. The register of shareholders of the Company will be closed from Thursday, 26 March 2026 to Tuesday, 31 March 2026 (both days inclusive), during which period no transfer of the Company’s shares will be registered. In order to be entitled to attend and vote at the EGM, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H 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 (applicable for 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 (applicable for domestic shares) not later than 4:30 p.m. on Wednesday, 25 March 2026. The holder of shares whose names appear on the register of shareholders of the Company on Tuesday, 26 March 2026 will be entitled to attend and vote at the EGM.

2. Any shareholder of the Company entitled to attend and vote at the EGM mentioned above is entitled to appoint one or more proxies to attend and vote at the EGM on his/her/its behalf. A proxy need not be a shareholder of the Company.

3. For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. A proxy form of the EGM is enclosed. In order to be valid, the proxy form must be under the hand of the appointor or his/her/its attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of the director or attorney duly authorized.

2. The proxy form should be delivered to 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 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 appointed for holding of the EGM (i.e. not later than 30 March 2026 at 10:00 a.m. (Hong Kong time)) or any adjournment thereof.

3. Completion and return of the proxy form will not affect the right of the Shareholders to attend and vote at the EGM or any adjournment thereof (as the case may be) should they so wish and, in such event, the form of proxy will be deemed to have been revoked.

4. In accordance with the requirement of the Articles of Association of the Company, all votes at the EGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rules 13.39(5) and 13.39(5A) of the Listing Rules.

5. The biographical details of the candidate proposed to be elected as non-executive director of the Company are set out in the circular in connection with the proposed election of non-executive director dispatched to the shareholders of the Company on 11 March 2026.

6. As at the date of this notice, the executive director of the Company is Mr. Yu Donghui; the non-executive directors of the Company are Ms. Yan Yi, Mr. Xin Shuangbai, Ms. Zhao Shujie, Mr. Wang Yuzheng and Mr. Hu Yong; the independent non-executive directors of the Company are Mr. Gong Zhiqiang, Mr. Cheung, Wai Hung Boswell, Mr. Li Jianqiang and Mr. Zhou Jinglin; and the staff representative director of the Company is Ms. Zhu Chenlan

7. EGM-2 -