Coolpad Group Limited — Proxy Solicitation & Information Statement 2025

Aug 22, 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.

coolpad 酷派

COOLPAD GROUP LIMITED

酷派集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2369)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Coolpad Group Limited (the “Company”) will be held at 20th Floor, Block C, Coolpad Building, No. 8 of Gaoxin North 1st Road, North of Hi-tech Park, Nanshan District, Shenzhen, the People’s Republic of China on Friday, 26 September 2025 at 3:00 p.m., for the purpose of considering and, if thought fit, passing the following ordinary resolution:

ORDINARY RESOLUTION

“THAT the disposals (the “Disposals”, each a “Disposal”) by the Company and/or its subsidiaries (collectively the “Group”) of up to 1,625,000 shares (“Approved Sale Shares”) of US$0.001 (“CLSK Shares”) in the share capital of CleanSpark, Inc., a company incorporated in the State of Nevada, the United States, with its common stock listed on NASDAQ (stock symbol: CLSK) be and are hereby approved subject to the following conditions:

(i) the Group shall dispose of all or in part(s) of the Approved Sale Shares held by the Group in tranches in the open market on NASDAQ to independent third parties through the trading system of NASDAQ;

(ii) the mandate for the Disposal(s) will be valid for a period of 3 months from the date of passing of this resolution (unless revoked or varied by ordinary resolution of the shareholders in a general meeting of the Company) (the “Mandate Period”);

(iii) the selling price of each CLSK Share shall be based on the prevailing market price of CLSK Shares at the time of making the Disposal(s);

(iv) the minimum selling price of the Disposal(s) shall be not less than the higher of (i) US$14.50 per CLSK Share and (ii) the average market price of CLSK Shares for the three months immediately preceding the relevant trading date;

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(v) all of the applicable percentage ratios under the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited for the Disposals are below 75%; and

(vi) the Disposal(s) shall comply with relevant applicable laws and regulations, including any applicable trading regulations in New York,

and the directors of the Company be and are hereby authorised and empowered to determine, decide, execute all such documents, instruments and agreements and to do all such acts and things as they may in their absolute discretion consider necessary, desirable or expedient for the purposes of or in connection with implementing, completing and giving effect to the Disposals and the transactions contemplated thereunder from time to time during the Mandate Period and with full power to authorise any other person to do so in the name of and as the act of the Company during the Mandate Period.”

Yours faithfully,
By order of the Board
Coolpad Group Limited
Chen Jiajun
Executive Director
Chief Executive Officer
Chairman

Hong Kong, 22 August 2025

Notes:

1. The register of members of the Company will be closed from Tuesday, 23 September 2025 to Friday, 26 September 2025 (both days inclusive) during which period no transfer of share(s) will be effected. Members whose name appear on the register of members of the Company on Friday, 26 September 2025 will be entitled to attend and vote at the Meeting. In order to ensure that the Shareholders are entitled to attend and vote at the Meeting, all transfer documents, together with the relevant share certificates, should be lodged no later than 4:30 p.m. on Monday, 22 September 2025 at the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

2. Any shareholder entitled to attend and vote at the EGM is entitled to appoint another person as his/her proxy to attend and vote on his/her behalf. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

3. Where there are joint registered holders of any shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most, or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand in the register in respect of the relevant joint holding.

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1. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding the extraordinary general meeting or adjournment thereof.

2. The Company reminds all shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the EGM instead of attending the EGM in person, by completing and returning the proxy form. If you have any questions about the resolutions to be considered at the EGM, you may send them to the Company's investor relations email address, ir@coolpad.com, and the Company will answer the questions on a timely basis.

As at the date of this notice, the Board comprises (i) three executive directors, namely Mr. Chen Jiajun, Mr. Ma Fei and Ms. Liu Juan; (ii) two non-executive directors, namely Mr. Liang Rui and Mr. Xu Yibo; and (iii) three independent non-executive directors, namely Mr. Guo Jinghui, Mr. Cheuk Ho Kan and Ms. Wang Guan.

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