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CiDi Inc. AGM Information 2026
50909_rns_2026-05-12_182755b4-e22d-4f25-b5a5-51472a4734c8.pdf
AGM Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
CiDi Inc.
希迪智駕科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 3881)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of CiDi Inc. (the “Company”, and its subsidiaries, the “Group”) will be held by way of electronic meeting through the eVoting Portal on Wednesday, 3 June 2026 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 12 May 2026.
ORDINARY RESOLUTIONS
- To consider and approve the report of the Directors for the year 2025.
- To consider and approve the report of the independent auditor and the audited consolidated financial statements for the year 2025.
- To consider and approve the annual report of the Company for the year 2025.
- To consider and approve the Company’s profit distribution plan for the year 2025.
- To consider and approve the annual financial budget of the Company for the year 2026.
- To consider and approve the remuneration plan for the Directors for the year 2026.
- To consider and approve the ratification of BDO Limited as auditor of the Company for the year 2025 and its remuneration.
- To consider and approve the re-appointment of BDO Limited as the auditor of the Company for the year 2026, and to authorize the Board to determine its remuneration.
SPECIAL RESOLUTIONS
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To consider and approve the proposed change of registered office address, proposed adjustment of business scope and proposed amendments to the Articles of Association.
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(A) To consider and approve the grant of a general mandate to the Board to allot, issue and/or deal with additional Domestic Shares and/or H Shares (including any sale or transfer of treasury shares out of treasury) during the Relevant Period (as defined below). The Board may, independently or simultaneously, allot, issue and/or deal with additional Domestic Shares and/or H Shares (including any sale or transfer of treasury shares out of treasury) (other than pursuant to the issue of Shares by conversion of the surplus reserve into the share capital in accordance with the PRC Company Law and the Articles of Association) not exceeding 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing this resolution. The exercise of the general mandate shall comply with conditions below:
(i) The Board may make or grant Share sales proposal and agreements which would or might require the exercise of such power after expiry of the Relevant Period:
For the purpose of this resolution, the “Relevant Period” means the period from the date of passing this resolution until the earliest of:
(a) the conclusion of the next annual general meeting of the Company following the passing of this resolution;
(b) the expiration of 12 months after the passing of this resolution at the AGM; or
(c) the date on which the authorization set out in this resolution is revoked or varied by a special resolution of Shareholders at any general meeting of the Company.
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(ii) The aggregate number of Domestic Shares and/or H Shares to be allotted, issued or dealt with or conditionally or unconditionally agreed to be allotted, issued or dealt with (whether pursuant to the exercise of options or otherwise by the Board) and treasury shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the Board shall not exceed 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of this resolution.
(iii) The Board will exercise the power under such mandate in accordance with the PRC Company Law, other applicable laws and regulations of the PRC and the Listing Rules as amended from time to time and upon the necessary approval from the CSRC and other relevant authorities.
(B) The Board be and is hereby authorized to make such amendments to the Articles of Association as it thinks fit so as to increase the registered share capital and reflect the new capital structure of the Company upon the allotment, issuance of and dealing with Shares as contemplated in the above paragraph (A) of this resolution in accordance with the PRC Company Law, other applicable laws and regulations in the PRC and the Listing Rules; and
(C) Contingent on the Board resolving to allot, issue and deal with Shares (including any sale or transfer of treasury shares out of treasury) pursuant to paragraph (A) of this resolution, the Board be and is hereby authorized to approve, execute and do or procure to be approved, executed and done, all such documents, deeds and things as it may consider necessary in connection with the allotment, issuance of and dealing with such Shares including, without limitation, determining the size of the issue, the issue price, the use of proceeds from the issue, the target of the issue and the place and time of the issue, making all necessary applications to the relevant authorities, entering into an underwriting agreement or any other agreements, and making all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities.
- To consider and, if thought fit, approve the following general mandate for the Directors and the persons authorised by the Directors to repurchase H Shares:
(a) the Directors be granted a general mandate, by reference to market conditions and in accordance with needs of the Company, to repurchase H Shares not exceeding 10% of the total number of H Shares in issue (excluding treasury shares, if any) at the time when this resolution is passed at the AGM.
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(b) the Directors be authorised to (including but not limited to the following):
(i) formulate and implement the repurchase plan, including but not limited to determining the time of repurchase, period of repurchase, repurchase price, number of H Shares to repurchase, etc.;
(ii) if applicable, notify creditors and issue announcements pursuant to the requirements of the applicable laws and regulations in the PRC and the Articles of Association;
(iii) open overseas share accounts and money accounts and carry out related change of foreign exchange registration procedures;
(iv) carry out relevant procedures or filing procedures (if any) pursuant to the applicable laws, regulations and rules; and
(v) carry out cancelation procedures for repurchased H Shares, make corresponding amendments to the Articles of Association relating to, among others, share capital and shareholdings, and carry out modification registrations and make filings.
(c) Authorisation period
The period of the above general mandate shall not exceed the “Relevant Period”. The Relevant Period commences from the day when the authority conferred by this special resolution is approved by a special resolution of Shareholders at the AGM and ends at the earlier of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution;
(ii) the expiration of 12 months after the passing of this special resolution at the AGM; or
(iii) the date on which the authority conferred by this resolution is revoked or varied by a special resolution of Shareholders at any general meeting of the Company.
- To consider and approve the adoption of the H Share Incentive Scheme.
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- To consider and approve authorizing the Board and/or its authorized person(s) to handle the relevant matters of the H Share Incentive Scheme.
“THAT:
To authorise the Board and/or its authorized person(s) to carry out all works and procedures necessary for the implementation of the H Share Incentive Scheme, including but not limited to:
(a) the appointment of qualified trustees;
(b) execution of all trust instruments;
(c) instruct the trustees to acquire such H Shares;
(d) grant incentive shares to those eligible participants selected;
(e) determine the terms and conditions of incentive shares granted under the H Share Incentive Scheme including but not limited to number of incentive shares, purchase price, vesting dates, vesting criteria, performance targets, clawback arrangements and other conditions;
(f) approve the form of grant instrument;
(g) decide how the vesting of the incentive shares will be settled pursuant to the rules of the H Share Incentive Scheme;
(h) make such appropriate and equitable adjustments to the terms of incentive shares granted under the H Share Incentive Scheme as they deem necessary;
(i) determine the commencement or termination date of the incentive shares subject to the commencement or termination of an eligible participant’s employment with any member of the Group;
(j) take such other steps or actions as they deem necessary or prudent to give effect to the terms and intent of the rules of the H Share Incentive Scheme and/or incentive shares; and
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(k) on behalf of the Company, approve, execute, refine, deliver, negotiate, agree on and agree to all such agreements, contracts, documents, regulations, matters and things (as the case may be) as they deem reasonable, necessary, desirable, appropriate or expedient, in order to give effect to and/or implement all transactions conducted accordingly, and make any reasonable alterations, amendments, changes, modifications and/or supplements as they deem necessary, desirable, appropriate or expedient.”
By order of the Board
CiDi Inc.
Dr. Albert S. Hu
Executive Director and Chief Executive Officer
Hong Kong, 12 May 2026
Registered office, headquarters and principal place of business in the PRC:
Building A3 and A4
Hunan Provincial Inspection and Testing
Characteristic Industrial Park
No. 336, Xueshi Road, Yuelu District
Changsha, Hunan Province
PRC
Principal place of business in Hong Kong:
31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Notes:
(i) The AGM will be a virtual meeting. Shareholders will be able to join the AGM through the eVoting Portal. The eVoting Portal can be accessed from any location with access to the internet via smartphone, tablet or computer. For details, please refer to the Company’s circular to the Shareholders dated 12 May 2026.
(ii) A Shareholder entitled to attend and vote at the AGM or its adjournment (as the case may be) is entitled to appoint one (or, if he/she/it holds two or more issued shares of RMB0.10 each in the Company) or more than one proxy to attend and vote, on a poll, in his/her/its stead in accordance with the Articles of Association. A proxy needs not be a Shareholder. Holders of treasury shares of the Company, if any, shall abstain from voting at the AGM in connection to such treasury shares.
(iii) A form of proxy for use at the AGM is also issued and published by the Company on 12 May 2026. Whether or not you intend to attend the AGM via the eVoting Portal, you are urged to complete and return the form of proxy in accordance with the instructions printed on the form of proxy issued and published by the Company as soon as possible. Completion and return of the form of proxy will not preclude you from attending and voting via the eVoting Portal at the AGM or any adjournment thereof (as the case may be) if you so wish. In such event, your form of proxy will be deemed to have been revoked.
(iv) In the case of the H Shareholders, a form of proxy together with any power of attorney or other authorization documents (if any) under which it is signed or a notarized copy of that power of attorney or authorization documents must be lodged with the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, and in the case of the Domestic Shareholders, to the Company’s registered office at Building A3 and A4, Hunan Provincial Inspection and Testing Characteristic Industrial Park, No. 336, Xueshi Road, Yuelu District, Changsha, Hunan Province, the PRC as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM (i.e. not later than 10:00 a.m. on Tuesday, 2 June 2026) or any adjournment thereof (as the case may be), in order to be valid.
(v) In order to determine the entitlement of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 29 May 2026 to Wednesday, 3 June 2026, both days inclusive, during which period no transfer of Shares will be effected. All transfers accompanied by the relevant share certificates must be lodged with the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shareholders), or the Company’s registered office at Building A3 and A4, Hunan Provincial Inspection and Testing Characteristic Industrial Park, No. 336, Xueshi Road, Yuelu District, Changsha, Hunan Province, the PRC (for Domestic Shareholders) for registration not later than 4:30 p.m. on Thursday, 28 May 2026. The record date for determining the entitlement to attend and vote at the AGM is Wednesday, 3 June 2026.
(vi) In the case of joint registered holders of any Shares, any one of such joint registered holders may vote at the AGM via the eVoting Portal in respect of such Shares as if he/she/it were solely entitled thereto; but should more than one of such joint registered holders be present at the AGM via the eVoting Portal, the vote of that one of them so present, whose name stands first on the register of members of the Company in respect of such Shares, shall be accepted to the exclusion of the votes of the other joint registered holder(s). If the Shares are held by joint registered holders, only “one pair” of login usernames and passwords will be sent to the joint holders. Any one of such joint holders may attend the AGM or vote through the eVoting Portal in respect of such Shares as if he/she were the only person entitled to vote in respect of such Shares.
As at the date of this notice, the executive Directors are Dr. Ma Wei and Dr. Albert S. Hu; the non-executive Directors are Prof. Li Zexiang, Ms. Yang Xi and Dr. Li Zhiyong; and the independent non-executive Directors are Dr. Li Xiaoyuan, Prof. Tan Guangrong and Mr. Zhang Jiangang.
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