Capinfo Company Limited — Proxy Solicitation & Information Statement 2026

Apr 24, 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
首都信息驿展股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1075)*

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PROPOSED APPOINTMENT OF GENERAL MANAGER
AND
NOTICE OF ANNUAL GENERAL MEETING

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A notice convening the annual general meeting of Capinfo Company Limited to be held on Friday, 29 May 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 AGM-1 to AGM-3 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 28 May 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.

27 April 2026

• For identification purpose only

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CONTENTS

Pages

DEFINITIONS ... 1

LETTER FROM THE BOARD

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

NOTICE OF ANNUAL GENERAL MEETING ... AGM-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:

"AGM"
the annual general meeting of the Company to be held on Friday, 29 May 2026, at 10:00 a.m. at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the PRC

"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

"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"
20 April 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 AGM"
notice of convening the AGM dated 27 April 2026 as set out on pages AGM-1 to AGM-3 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
Ms. Zhao Shujie
Mr. Wang Yuzheng
Mr. Hu Yong
Mr. Li Feng

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, 27 April 2026

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENT OF GENERAL MANAGER

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 31 March 2026 regarding the proposed appointment of general manager.

• For identification purpose only

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LETTER FROM THE BOARD

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

2. PROPOSED APPOINTMENT OF GENERAL MANAGER

According to the announcement of the Company dated 28 February 2026, the Board announced that due to other work arrangements, Mr. Zhang Yiqian (“Mr. Zhang”) resigned as an executive Director and the general manager of the Company with effect from 28 February 2026. Mr. Zhang 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.

On 31 March 2026, the Board further announced that following Mr. Zhang’s resignation, to ensure the normal operation of the Company’s management and administration, it is proposed that, before the appointment of new general manager, Mr. Yu Donghui (“Mr. Yu”), the Party Secretary and Chairman of the Company, shall serve in the capacity of general manager until the date on which the new general manager is formally approved by the Board. Mr. Yu will not receive any remuneration from the Company for the position of general manager of the Company. Pursuant to Article 25 of the Law of the People’s Republic of China on State-Owned Assets of Enterprises (《中華人民共和國企業國有資產法》), Mr. Yu’s taking up of the duties of general manager is subject to approval at the general meeting of the Company.

Biography of Mr. Yu is as follows:

Mr. Yu Donghui (Party Secretary and Chairman), aged 52, was appointed as an executive Director in January 2017 and was elected as the Chairman on 10 September 2021. He currently serves as the deputy general manager of 北京數據集團有限公司 (Beijing Data Group Company Limited*), the shareholder of the Company, the Party Secretary and Chairman of the Company, and is also the Chairman of each of the Strategy Committee, Nomination Committee and Rule of Law and Compliance Committee of the Board, and is responsible for leading the Board and ensuring effective operation of the Board in the overall interest of the Company. Mr. Yu graduated from Tsinghua University in 1999 with a master degree in materials processing engineering and joined the Company in the same year. He previously served as general manager of the network technology service center, business director, deputy general manager and general manager of the Company with extensive experience in enterprise and technique management.

Mr. Yu has confirmed that, save for the matters disclosed above, as at the Latest Practicable Date, (i) he has not held any directorship in any other public company whose securities are listed on any securities market in Hong Kong or overseas during the past three years, nor has he held any other major positions or professional qualifications; (ii) he does not or is not deemed to have any interest or short position in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (as defined in Part XV of the SFO); and (iii) he has no relationship with any Director, senior management, substantial shareholder (as defined under the Listing Rules, or controlling shareholder (as defined under the Listing Rules) of the Company.

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LETTER FROM THE BOARD

Save for the matters disclosed above, the Board is not aware of any other matters relating to the appointment of Mr. Yu as the Company's general manager that are required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules or that needs to be brought to the attention of the Shareholders.

Pursuant to Code Provision C.2.1 of Part 2 of the Corporate Governance Code as set forth in Appendix C1 to the Listing Rules, the roles of chairman and general manager should be separate and should not be performed by the same individual. Mr. Yu serves as the Company's Chairman and will temporarily take up the capacity as the general manager of the Company. Although it deviates from Code Provision C.2.1, it is a temporary and transitional arrangement. Mr. Yu has served the Company for over 20 years, possesses extensive management experience and knowledge, and is familiar with the Company's business operations. Prior to the appointment of a new general manager taking effect, this arrangement can facilitate the smooth execution of the Company's development strategies and business operations while enhancing operational efficiency. Under the supervision of the existing Board members (currently comprising one executive Director, five non-executive Directors, four independent non-executive Directors and one staff representative Director), the Board has in place an appropriate system for balance of power, which is able to provide sufficient checks to protect the interests of the Company and its Shareholders. Therefore, the Board considers the deviation from Code Provision C.2.1 of the Corporate Governance Code to be appropriate under these circumstances.

To comply with Code Provision C.2.1 above, the Company is actively seeking suitable candidate with appropriate professional qualifications or relevant expertise to be appointed as the general manager and executive Director of the Company as soon as practicable. The Company will make further announcement regarding the said matters in due course.

3. ANNUAL GENERAL MEETING

The Notice of AGM is set out on pages AGM-1 to AGM-3 in this circular for you to consider, among other things, the resolutions regarding the proposed appointment of Mr. Yu as the general manager of the Company and to authorize the Board to enter into a service contract with Mr. Yu for such position.

The AGM is scheduled to be held at 10:00 a.m. on Friday, 29 May 2026 at Conference Room, 5th Floor, Longfu Mansion, No. 95 Longfusi Road, Dongcheng District, Beijing, the PRC. The proxy form for use at the AGM is enclosed with this circular.

Whether you intend to attend the AGM 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 holders 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 AGM (i.e. not later than 28 May 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 AGM should you so wish.

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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 Rules 13.39(5) and 13.39(5A) of the Listing Rules.

5. RECOMMENDATION

The Directors believe that the appointment of Mr. Yu as the general manager of the Company and authorization for the Board to enter into a service contract with Mr. Yu for such position 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 AGM.

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 ANNUAL GENERAL MEETING

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the “AGM”) 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 Friday, 29 May 2026 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the audited consolidated financial statements of the Company and its subsidiaries and the Directors’ report and the auditor’s report for the year ended 31 December 2025.
2. To consider and approve the Directors’ report of the Company for the year 2025.
3. To consider and approve the independent non-executive Director’s report of the Company for the year 2025.
4. To consider and approve the re-appointment of ShineWing Certified Public Accountants (Special General Partnership) as auditor and to authorize the Board of the Company to fix their remuneration.
5. To declare the final dividend of RMB7 cents (i.e. HK7.94 cents) per share for the year ended 31 December 2025.
6. To appoint Mr. Yu Donghui as general manager of the Company until the date on which a new general manager is formally approved by the Board.

7. To authorize the Board to enter into a service contract with Mr. Yu Donghui for the position of general manager of the Company 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.

8. For identification purpose only

9. AGM-1 -

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and approve any motion proposed by any shareholders of the Company holding more than 1% of the shares of the Company at such meeting, if any.

By order of the Board of Directors
CAPINFO COMPANY LIMITED*
Yu Donghui
Chairman

Beijing, the People’s Republic of China, 27 April 2026

Notes:

1. The register of shareholders of the Company will be closed from Tuesday, 26 May 2026 to Friday, 29 May 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 AGM, 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 Friday, 22 May 2026. The holder of shares whose names appear on the register of shareholders of the Company on Tuesday, 26 May 2026 will be entitled to attend and vote at the AGM.

2. Upon approval by shareholders at the AGM, the proposed final dividend will be distributed to shareholders whose names appear on the register of shareholders of the Company on Thursday, 4 June 2026 and the register of shareholders of the Company will be closed on Thursday, 4 June 2026, during which no transfer of the Company’s shares will be registered. In order to be qualified for the proposed final dividend, 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, 3 June 2026.

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

4. A proxy form of the AGM 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.

5. 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 AGM (i.e. not later than 28 May 2026 at 10:00 a.m. (Hong Kong time)) or any adjournment thereof.

6. Completion and return of the proxy form will not affect the right of the shareholders to attend and vote at the AGM 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.

7. AGM-2 -

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NOTICE OF ANNUAL GENERAL MEETING

1. In accordance with the requirement of the Articles of Association of the Company, all votes at the AGM 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.

2. The biographical details of Mr. Yu Donghui are set out in the circular in connection with the proposed appointment of geneal manager dispatched to the shareholders of the Company on 27 April 2026.

3. 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, Ms. Zhao Shujie, Mr. Wang Yuzheng, Mr. Hu Yong and Mr. Li Feng; 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.

4. AGM-3 -