Changjiu Holdings Limited — Proxy Solicitation & Information Statement 2025

Aug 11, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

Changjiu Holdings Limited

长久股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6959)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Changjiu Holdings Limited (the “Company”) will be physically held at Changjiu Building, No. 99, Shigezhuang Road, Chaoyang District, Beijing, the PRC on 1 September 2025 at 10:00 a.m., to consider and, if thought fit, pass the following ordinary resolution (with or without modifications):

ORDINARY RESOLUTIONS

1 “THAT:

(a) the automobiles sales cooperation agreement dated 30 June 2025 entered into between Beijing Changjiu Interconnect Technology Co., Ltd. (北京長久互聯科技有限公司) (“Changjiu Interconnect”) and Guangxi Changjiu Automobile Investment Co., Ltd. (廣西長久汽車投資有限公司) (the “Automobiles Sales Cooperation Agreement”), a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification, the terms and conditions therein, the transactions contemplated thereunder and the proposed annual cap amounts of RMB70,392,000 for the year ending 31 December 2025, RMB91,509,600 for the year ending 31 December 2026 and RMB118,962,480 for the year ending 31 December 2027 be and are hereby approved, ratified and confirmed; and

(b) any one of the directors be authorised for and on behalf of the Company, among other matters, to sign, seal, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Automobiles Sales Cooperation Agreement and to waive compliance with or make and agree such variations of a non-material nature to any of the terms of the Automobiles Sales Cooperation Agreement as he/she may in his/her discretion consider to be desirable and in the interests of the Company and all the director's acts as aforesaid be hereby approved, ratified and confirmed."

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2 “THAT:

(a) the logistics services framework agreement dated 30 June 2025 entered into between Changjiu Interconnect and Chuzhou Yunche Logistics Co., Ltd.* (滁州市韶車物流有限公司), (the “Logistics Services Framework Agreement”), a copy of which has been produced to the EGM marked “B” and signed by the chairman of the EGM for the purpose of identification, the terms and conditions therein, the transactions contemplated thereunder and the proposed annual cap amounts of RMB51,480,000 for the year ending 31 December 2025, RMB70,200,000 for the year ending 31 December 2026 and RMB88,920,000 for the year ending 31 December 2027 be and are hereby approved, ratified and confirmed; and

(b) any one of the directors be authorised for and on behalf of the Company, among other matters, to sign, seal, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering all such documents and deeds, to do or authorise doing all such acts, matters and things as he/she may in his/her discretion consider necessary, expedient or desirable to give effect to and implement the Logistics Services Framework Agreement and to waive compliance with or make and agree such variations of a non-material nature to any of the terms of the Logistics Services Framework Agreement as he/she may in his/her discretion consider to be desirable and in the interests of the Company and all the director’s acts as aforesaid be hereby approved, ratified and confirmed.”

By Order of the Board
Changjiu Holdings Limited
Ms. Li Guiping
Chairwoman of the Board and Executive Director

Hong Kong, 12 August 2025

Notes:

1. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy or, if holding two or more shares of the Company, more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.

On a show of hands, every shareholder of the Company who is present in person (or being a corporation, is present by a duly authorised representative), shall have one vote provided that where a proxy or more than one proxy is appointed by a shareholder which is a clearing house (or its nominee(s)), each such person shall have one vote on a show of hands. In the case of a poll, every shareholder of the Company present in person or by proxy or, in the case of a shareholder being a corporation, by a duly authorised representative shall be entitled to one vote for each share held by him/her.

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1. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM (i.e. not later than 10:00 a.m. on 30 August 2025 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 27 August 2025 to 1 September 2025, both dates inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on 26 August 2025 (Hong Kong time).

3. As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolution will be decided by way of poll, except where the chairman, in good faith, decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands.

4. Where gale warning (orange typhoon warning or above), rainstorm warning (orange rainstorm warning or above), extreme weather conditions or other similar event is or are in force at 8:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will post an announcement on its website (https://www.99digtech.com/en) and on the website of the Stock Exchange (www.hkexnews.hk) to notify the Shareholders of the date, time and place of the postponed meeting.

5. The form of proxy for use at the EGM is enclosed herewith.

As at the date of this notice, the Board comprises Ms. Li Guiping and Mr. Bo Shijiu as executive Directors, Ms. Jin Ting as non-executive Director, and Mr. Shen Jinjun, Mr. Dong Yang, and Mr. Wang Fukuan as independent non-executive Directors.

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