Fortior Technology (Shenzhen) Co., Ltd. — Proxy Solicitation & Information Statement 2026

May 27, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, 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 Fortior Technology (Shenzhen) Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

Fortior Technology (Shenzhen) Co., Ltd.

峰峪科技(深圳)股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1304)

(1) PROPOSED RE-ELECTION OF DIRECTORS FOR THE FORTHCOMING SESSION OF THE BOARD;
(2) PROPOSED CHANGE IN IMPLEMENTATION METHOD OF A SHARES PROCEEDS;
(3) PROPOSED FORMULATION OF MEASURES FOR THE REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT; AND
(4) NOTICE OF THE EGM

Unless the context otherwise requires, capitalized terms used in this cover page and this circular shall have the same meanings as those defined in the section headed "Definitions" in this circular.

A letter from the Board is set out on pages 3 to 6 of this circular.

A notice convening the EGM of the Company to be held at 801, Building 11, Software Park (Phase II), 1 Keji Central Road II, Gaoxin Central Zone, Nanshan District, Shenzhen, Guangdong, the PRC on 12 June 2026 at 2:00 p.m. is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to 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 as soon as possible and in any event not less than 24 hours before the time of the meeting (i.e. not later than 2:00 p.m. on 11 June 2026) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

27 May 2026

---

CONTENTS

Page

Definitions ... 1
Letter from the Board ... 3
Appendix I – Biographical details of directors proposed for re-election ... I-1
Appendix II – Proposed Measures for the Remuneration Management System of Directors and Senior Management ... II-1
Notice of Extraordinary General Meeting ... EGM-1

• i -

---

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“A Share(s)”
ordinary share(s) issued by the Company, with a nominal value of RMB1.00 each, which are traded in Renminbi and listed on the STAR Market

“A Shareholder(s)”
holder(s) of our A Share(s)

“A Shares Proceeds”
has the meaning ascribed thereto under the section headed “(ii) Resolution in relation to the proposed change of the implementation method of the A Shares Proceeds of the Company” in the Letter from the Board to this circular

“Articles of Association”
the articles of association of the Company (《公司章程》), as amended, revised or supplemented from time to time

“Board”
the board of Directors of the Company

“Company”
Fortior Technology (Shenzhen) Co., Ltd. (峰峪科技(深圳)股份有限公司), a company established under the laws of the PRC on 21 May 2010 and converted into a joint stock company with limited liability on 22 June 2020

“Company Law”
Company Law of the People’s Republic of China

“Director(s)”
the director(s) of the Company

“EGM”
the extraordinary general meeting of the Company to be convened at 2:00 p.m. on 12 June 2026 for approving the resolutions as set out in this circular

“Global Offering”
the listing of 21,556,000 H Shares on the Main Board of the Stock Exchange on 9 July 2025

“Governance Rules”
has the meaning ascribed to it in this circular

“Group”
the Company and its subsidiaries

“H Share(s)”
overseas listed foreign shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange

“H Shareholder(s)”
holder(s) of our H Share(s)

“HKD”
Hong Kong Dollar, the lawful currency of Hong Kong

• 1 -

---

DEFINITIONS

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Investment Project” has the meaning ascribed thereto under the section headed “(ii) Resolution in relation to the proposed change of the implementation method of the A Shares Proceeds of the Company” in the Letter from the Board

“Latest Practicable Date” 27 May 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Prospectus” the prospectus of the Company dated 30 June 2025 in relation to, among others, the Global Offering

“RMB” Renminbi, the lawful currency of the PRC

“Share(s)” ordinary share(s) in the capital of our Company with a nominal value of RMB1.00 each, comprising A Shares and H Shares

“Shareholder(s)” holder(s) of our Shares

“STAR Market” the Science and Technology Innovation Board of the Shanghai Stock Exchange (上海證券交易所科創板)

“Stock Exchange” or “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“treasury Shares” has the meaning ascribed to it in the Listing Rules

“%” percentage

• 2 -

---

LETTER FROM THE BOARD

Fortior Technology (Shenzhen) Co., Ltd.

峰峪科技(深圳)股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1304)

Executive Directors:
Mr. BI Lei
Dr. BI Chao

Independent Non-executive Directors:
Dr. LIN Mingyao
Dr. NIU Shuangxia
Mr. CHEN Jingyang

Registered Office:
203, Building 11
Software Park (Phase II)
1 Keji Central Road II, Gaoxin Central Zone
Nanshan District, Shenzhen
Guangdong
PRC

Principal Place of Business in
Hong Kong:
40/F, Dah Sing Financial Centre
248 Queen's Road East
Wanchai
Hong Kong

27 May 2026

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED RE-ELECTION OF DIRECTORS FOR
THE FORTHCOMING SESSION OF THE BOARD;
(2) PROPOSED CHANGE IN IMPLEMENTATION METHOD
OF A SHARES PROCEEDS;
(3) PROPOSED FORMULATION OF MEASURES FOR
THE REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND
SENIOR MANAGEMENT; AND
(4) NOTICE OF THE EGM

INTRODUCTION

The purpose of this circular is to provide you with, among other things, the notice of the EGM and information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions or abstain from voting at the EGM.

---

LETTER FROM THE BOARD

Unless otherwise specified or defined, any capitalised terms used herein shall have the meaning as those defined in the prospectus of the Company published on 30 June 2025 (the “Prospectus”).

(i) Resolution in relation to the proposed re-election of Directors for the forthcoming session of the Board

Reference is made to the announcement of the Company dated 27 May 2026 in relation to the proposed re-election of the Directors for the third session of the Board. In light of the forthcoming expiry of the term of the second session of the Board, and to ensure the continued and stable operation of the Board, in accordance with relevant laws, regulations, the Code of Corporate Governance for Listed Companies on the Shanghai Stock Exchange and the Articles of Association, on 27 May 2026, the Board proposed to re-elect the Directors for the forthcoming session so as to constitute the third session of the Board.

Pursuant to the Articles of Association of the Company, the proposed re-election of Directors for the forthcoming session of the Board is subject to the approval of the Shareholders at a general meeting of the Company. The relevant ordinary resolutions in respect of the aforesaid proposed re-election of Directors will be proposed at the EGM. The term of office of Directors shall commence from the date of approval at the general meeting of the Company up to the expiry of the term of the third session of the Board. Subject to the approval at the general meeting, the Company will enter into a service contract with each of the aforesaid director candidates.

For the biographical details of the Directors subject to re-election for the forthcoming session of the Board, please refer to Appendix I to this circular.

(ii) Resolution in relation to the proposed change of the implementation method of the A Shares Proceeds of the Company

To ensure the smooth implementation of the Investment Project (as defined below) funded by the proceeds raised from the listing of the A Shares on the STAR Market in 2022 (the “A Shares Proceeds”), and to improve the efficiency of the utilization of such A Shares Proceeds, and in light of the present circumstances of the Company, on the basis that the total utilization amount of the A Shares Proceeds remains unchanged, the Company proposes to change the implementation method of the A Shares Proceeds (in the total amount of RMB189 million) scheduled to be deployed for site investment in “Research and Industrialization Project of High-Performance Motor Drive Control Chip and Control System (高性能電機驅動控制晶片及控制系統的研發及產業化項目)” (the “Investment Project”) from joint bidding for land and cooperative construction, to the acquisition of property. For details regarding the acquisition of property, please refer to the announcement of the Company dated 25 December 2025.

For the avoidance of doubt, the net proceeds from the Global Offering will continue to be deposited into short-term interest-bearing accounts with licensed commercial banks and/or other financial institutions recognized by the Hong Kong Stock Exchange (as defined in the Securities and Futures Ordinance or applicable laws and regulations of other jurisdictions), as described in the Prospectus. If, in the future, the aforementioned transactions constitute a notifiable transaction under Chapter 14 and/or a connected transaction under Chapter 14A of the Listing Rules, the Company will comply with the relevant requirements under the Listing Rules in a timely manner.

• 4 -

---

LETTER FROM THE BOARD

The Company will propose an ordinary resolution at the EGM for Shareholders to consider and approve the resolution in relation to the proposed change of the implementation method of the A Shares Proceeds of the Company. For further details regarding the above resolution, please refer to the overseas regulatory announcement of the Company dated 27 May 2026.

(iii) Resolution in relation to the proposed formulation of the Measures for the Remuneration Management System of Directors and Senior Management

In order to further improve the remuneration management measures for the Directors and senior management of the Company, in accordance with relevant laws, regulations, the Code of Corporate Governance for Listed Companies on the Shanghai Stock Exchange and the Articles of Association, and in light of the actual circumstances of the Company, the resolution in relation to the formulation of the Measures for the Remuneration Management System of Directors and Senior Management was considered and approved by the Remuneration Committee and the Board on 27 May 2026, respectively.

The resolution in relation to the proposed formulation of the Measures for the Remuneration Management System of Directors and Senior Management will be put forward by way of an ordinary resolution for consideration and approval at the EGM. For details, please refer to Appendix II to this circular and the overseas regulatory announcement of the Company dated 27 May 2026.

EGM

A notice convening the EGM to be held at 2:00 p.m. on 12 June 2026 at 801, Building 11, Software Park (Phase II), 1 Keji Central Road II, Gaoxin Central Zone, Nanshan District, Shenzhen, Guangdong, the PRC, is set out on pages EGM-1 to EGM-2 of this circular for the purpose of considering and, if thought fit, passing the resolutions approving the matters set out above.

A form of proxy for use at the EGM (or any adjournment thereof) is enclosed with this circular. Whether or not you are able to attend the EGM (or any adjournment thereof), you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Hong Kong H Share registrar and transfer office of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event, no later than 24 hours before the time fixed for holding the EGM (or any adjournment thereof). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so desire.

Pursuant to Rule 13.39(4) of the Listing Rules, all the resolutions to be proposed at the EGM will be voted by way of poll by the Shareholders. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, none of the Shareholders has a material interest in any proposed resolutions at the EGM and no Shareholders will be required to abstain from voting on such resolutions to be proposed at the EGM.

---

LETTER FROM THE BOARD

RECORD DATE FOR THE EGM

The record date for determining the identity of the Shareholders who are entitled to attend and vote at the EGM will be Friday, 8 June 2026. Shareholders whose name appears on the register of members of the Company on Friday, 8 June 2026 shall be entitled to attend and vote at the EGM. All transfer documents accompanied by the relevant share certificates, must be lodged with the H Share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Friday, 8 June 2026.

RECOMMENDATION

The Board believes that the proposed resolution(s) above are in the best interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favor of such resolution(s) as set out in the notice of the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board
Fortior Technology (Shenzhen) Co., Ltd.
BI Lei
Chairman of the Board

• 6 -

---

APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Executive Directors

Mr. Bi Lei (畢磊), aged 54, is our executive Director, chairman of our Board, general manager and chief executive officer. As the founder of our Group, Mr. Bi has been our Director, general manager and chief executive officer since the inception of our Company, and the chairman of our Board since September 2013. He was redesignated as our executive Director on 10 January 2025. He is primarily responsible for the overall management, strategic planning and decision-making for key business and operational matters of our Group. Prior to founding our Group, Mr. Bi served as a research and development vice president at Shenzhen Chipsbank Technologies Co., Ltd. (深圳芯邦科技股份有限公司) from October 2004 to February 2010. Before that, he was an IC design engineer at the Asia Pacific R&D Center of Philips Electronics Singapore Pte Ltd (Semiconductors - Asia Product Innovation Centre) and an R&D engineer at the Data Storage Institute under the Agency for Science, Technology and Research (A*STAR), Singapore. Mr. Bi was recognized as an Overseas High-Caliber Personnel (Level A) under Shenzhen's "Peacock Plan" in 2012 and a "High-Level Talent" in Nanshan District, Shenzhen, in 2016. Mr. Bi Lei obtained a master's degree of science in applied physics and electrical engineering from Linköping University in Sweden.

Pursuant to the service agreement to be entered into between the Company and Mr. Bi Lei, Mr. Bi Lei will not receive any Director's remuneration. Save for Mr. Bi Lei and Dr. Bi Chao being brothers, there are no other financial, business, family or other material/relevant relationships among members of the Board.

As at the Latest Practicable Date, Mr. Bi Lei was interested in a total of 36,585,147 A Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Dr. Bi Chao (畢超), aged 67, is our executive Director and chief technology officer. Dr. Bi joined our Group in June 2014 as chief technology officer, and was appointed as our Director on 16 June 2020 and was redesignated as an executive Director on 10 January 2025. He is primarily responsible for overseeing business and daily operations of our Group and leading the overall technology development of our Group. Prior to joining our Group, Dr. Bi worked at the Data Storage Institute under the Agency for Science, Technology and Research (A*STAR), Singapore, with his last position as the senior scientist. Previously, he served as a senior engineer at Western Digital (Singapore) Pte. Ltd. and a lecturer in electrical engineering at Southeast University, the PRC. Dr. Bi received the National Technology Award of Singapore for his achievements in the field of motor technology in 2006, and was recognized as an Overseas High-Caliber Personnel (Level A) under Shenzhen's "Peacock Plan" in 2015, and a "High-Level Talent" in Nanshan District, Shenzhen, in 2016. Dr. Bi Chao obtained a bachelor's degree of engineering in motor technology from Hefei University of Technology (合肥工業大學) in the PRC in January 1982, a master's degree of engineering in motor technology from Xi'an Jiaotong University (西安交通大學) in the PRC in October 1984, and a doctor of philosophy degree with a focus on motor technology from the National University of Singapore in Singapore in July 1995.

Pursuant to the service agreement to be entered into between the Company and Dr. Bi Chao, Dr. Bi Chao will not receive any Director's remuneration.

As at the Latest Practicable Date, Mr. Bi Chao was interested in a total of 36,585,147 A Shares within the meaning of Part XV of the Securities and Futures Ordinance.

• I-1 -

---

APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Non-Executive Directors

Dr. Lin Mingyao (林明耀), aged 66, was appointed as our independent non-executive Director on 22 April 2025. He is primarily responsible for providing independent advice on the operations and management of our Group. Dr. Lin has been working at Southeast University (東南大學, previously known as Nanjing Institute of Technology (南京工學院)) for nearly 40 years with his study focusing on motor control. He has been a professor at Southeast University since April 2004. Previously, he was an associated professor at Southeast University from April 1994 to March 2004, and a lecturer at Southeast University from May 1985 to March 1994. Dr. Lin currently serves or has served as an independent director for several listed companies, including his current role as an independent director of Wetown Electric Group Co., Ltd. (威騰電氣集團股份有限公司, 688226.SH) since February 2023 and Jiangsu Daybright Intelligent Electric Co., Ltd. (江蘇大爆智能電氣股份有限公司, 300670.SZ) since December 2020. Dr. Lin obtained a bachelor's degree, a master's degree and a doctoral degree in electric engineering from Southeast University in the PRC in July 1982, July 1985 and November 1995, respectively.

Pursuant to the service agreement to be entered into between the Company and Dr. Lin Mingyao, Dr. Lin Mingyao is entitled to receive a Director's remuneration of RMB150,000 (before tax) for the year 2026.

Dr. Niu Shuangxia (牛雙霞), aged 44, has been our independent Director since 8 August 2024, and was redesignated as an independent non-executive Director on 10 January 2025. She is primarily responsible for providing independent advice on the operations and management of our Group. Dr. Niu has been working at the Faculty of Engineering of the Hong Kong Polytechnic University, serving successively as a research assistant professor, assistant professor, associate professor and professor since 2012. Dr. Niu obtained a bachelor's degree of engineering in automation and a master's degree of engineering in control theory and control engineering from Tianjin University (天津大學) in the PRC in June 2002, and March 2005, respectively. Dr. Niu also obtained a doctor of philosophy degree with a focus on electrical engineering from The University of Hong Kong in December 2009.

Pursuant to the service agreement to be entered into between the Company and Dr. Niu Shuangxia, Dr. Niu Shuangxia is entitled to receive a Director's remuneration of RMB150,000 (before tax) for the year 2026.

• I-2 -

---

APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chen Jingyang (陳井陽), aged 43, was appointed as our independent non-executive Director on 10 January 2025. He is primarily responsible for providing independent advice on the operations and management of our Group. Mr. Chen has been the chairman of the board and general manager at Shenzhen Baocheng Investment Management Co., Ltd. (深圳市寶誠私募股權基金管理有限公司) since September 2016, an independent director and the chairman of the audit committee of the board of Huizhou ROYPOW Technology Co., Ltd. (惠州市樂億通科技股份有限公司) since October 2023, and the general manager and director at Shenzhen Huiju Gongchuang Enterprise Management Consulting Co., Ltd. (深圳匯炬共創企業管理諮詢有限公司) since November 2024. Prior to joining our Group, Mr. Chen worked at Dasheng Times Cultural Investment Co., Ltd. (大晟時代文化投資股份有限公司, 600892.SH, “Dasheng Cultural”) from March 2016 to November 2024, with his last position as the vice chairman of the board and a member of the audit committee of the board. Previously, he worked at Shenke Slide Bearing Corporation (申科滑動軸承股份有限公司, 002633.SZ) from July 2008 to June 2015, successively serving as the deputy head of finance department, head of finance department, assistant to board secretary, the board secretary and a director. Previously, Mr. Chen served as an audit assistant of the Hangzhou Branch of BDO China SHU LUN PAN Certified Public Accountants LLP (立信會計師事務所(特殊普通合夥)杭州分所) from November 2006 to May 2008 and Hangzhou Zhongheng Certified Public Accountants Co., Ltd. (杭州中恆會計師事務所有限公司) from August 2004 to October 2006. Mr. Chen obtained a bachelor’s degree of finance from Zhejiang Gongshang University (浙江工商大學) in the PRC in July 2004. He has been a member of the Chinese Institute of Certified Public Accountant since July 2012 and was qualified as a senior accountant by Zhejiang Province Human Resources and Social Security Department (浙江省人力資源和社會保障廳) in November 2021. Mr. Chen also obtained the Legal Professional Qualification Certificate of the PRC in June 2023.

Pursuant to the service agreement to be entered into between the Company and Mr. Chen Jingyang, Mr. Chen Jingyang is entitled to receive a Director’s remuneration of RMB150,000 (before tax) for the year 2026.

Each of the independent non-executive Directors has confirmed to the Company that: (i) he or she has satisfied all the independence criteria as set out in Rules 3.13(1) to (8) of the Listing Rules; (ii) he or she has no financial or other interest in the business of the Group, past or present, and has no connection with any core connected persons (as defined in the Listing Rules) of the Company; and (iii) there are no other factors that may affect his or her independence.

Save as disclosed in this circular, as at the Latest Practicable Date, (1) there is no other matter in relation to the proposed re-election of Directors that needs to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules; (2) nor any other matters concerning each of the Director candidates that need to be brought to the attention of the Shareholders of the Company; and (3) no other Director has (i) held any directorship in any other listed companies in the past three years; (ii) held any position in any member of the Group, nor had any connection with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; or (iii) held any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

• I-3 -

---

APPENDIX II

PROPOSED MEASURES FOR THE REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT

CHAPTER I GENERAL PROVISIONS

Article 1 To further improve the remuneration management for the directors and senior management of Fortior Technology (Shenzhen) Co., Ltd. (the "Company"), establish a scientific and effective incentive and restraint mechanism, effectively motivate the directors and senior management of the Company and enhance its operational efficiency, this remuneration policy is formulated in accordance with the Company Law of the People's Republic of China (the "Company Law"), Code of Corporate Governance for Listed Companies (《上市公司治理準則》), the Rules Governing the Listing of Stocks on the STAR Market of the Shanghai Stock Exchange (《上海證券交易所科創板股票上市規則》), Guideline No. 1 for the Application of Self-regulatory Rules for Companies Listed on the STAR Market of the Shanghai Stock Exchange– Standardized Operation* (《上海證券交易所科創板上市公司自律監管指引第1號一規範運作》) and other relevant laws and regulations, as well as the Articles of Association of Fortior Technology (Shenzhen) Co., Ltd. (the "Articles of Association").

Article 2 This system is applicable to the following individuals:

(1) All members of the Company's board of directors;

(2) All senior management of the Company (including the general manager, deputy general manager, the board secretary, the chief financial officer, and other individuals confirmed as senior management by the resolution of the board of directors).

Article 3 The Company's remuneration system adheres to the following principles:

(1) Openness, fairness, and impartiality principle;

(2) Unity of responsibility, authority and benefit principle that demonstrates the value of the position and the extent of responsibilities and obligations undertaken;

(3) Long-term development principle that demonstrates the alignment of the remuneration with the Company's goals for sustainable and healthy growth;

(4) Balance of incentives and constraints principle that linked to performance evaluations, reward and penalty, and incentive mechanisms.

---

APPENDIX II

PROPOSED MEASURES FOR THE REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT

CHAPTER II REMUNERATION MANAGEMENT AUTHORITY

Article 4 The remuneration and assessment committee of the board of the Company, authorized by the board, is responsible for formulating the assessment standards for directors and senior management and conducting the assessment; establishing and reviewing the remuneration policy and plan for directors and senior management; responsible for assessing whether it is necessary to initiate claw back procedures for performance-based remuneration against specific directors and senior management; responsible for overseeing the implementation of the Company's remuneration management system.

Article 5 The remuneration plan for the Company's directors shall be submitted to the shareholders' meeting for consideration after obtaining the approval of the board of directors; the shareholders' meeting shall make the decision, and the plan shall be disclosed. When the board of directors or the remuneration and assessment committee evaluates an individual director or discusses that director's remuneration, such director shall recuse himself/herself.

Article 6 The annual remuneration plan for senior management shall be submitted to the board of directors for review, approved by the board of directors and presented to the shareholders' meeting, and shall be fully disclosed.

Article 7 The human resources and administration center of the Company provides professional support to the remuneration and assessment committee. It is responsible for providing relevant operational information and the information and the individual being assessed, as well as providing feedback on the implementation of the assessment system to the remuneration and assessment committee.

CHAPTER III REMUNERATION STANDARDS

Article 8 The Company's non-executive directors and senior management shall receive remuneration based on their positions, administrative responsibilities, and their ability to perform their duties and work performance in actual practice.

The remuneration for the Company's non-executive directors and senior management consists of basic remuneration, performance-based remuneration, and mid-to-long-term incentive income (if any). The calculation formula is as follows: annual remuneration = basic remuneration + performance-based remuneration + mid-to-long-term incentive income (if any).

(1) Basic remuneration: it is determined primarily based on factors such as position, administrative rank, performance in actual work, and market salary rates;

(2) Performance-based remuneration: payments are made periodically based on the Company's actual operating performance, position performance assessments, and the assessment cycle. In principle, the proportion of performance-based remuneration shall not be less than 50% of the total amount of basic remuneration and performance-based remuneration;

---

APPENDIX II

PROPOSED MEASURES FOR THE REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT

(3) Mid-to-long-term incentive income (if any): rewards for the mid-to-long-term business performance and contributions of the Company’s senior management, including but not limited to equity, options, employee shares ownership plans, and other special med-to-long-term bonuses, incentives, or rewards granted by the Company based on actual circumstances. Mid-to-long-term incentive income (if any) shall be administered in accordance with the incentive plan established by the Company based on actual circumstances.

Article 9 Independent non-executive directors shall receive an allowance from the Company, which shall be paid on a monthly, quarterly, semi-annual or annual basis following approval by the shareholders’ meeting; apart from this, they shall not receive other remuneration or social security benefits from the Company. Independent non-executive directors shall not participate in the Company’s internal performance assessments linked to remuneration.

Article 10 The Company shall bear the travel expenses incurred by directors in attending the Company’s board meetings and shareholders’ meetings, as well as any other expenses necessary for the exercise of their duties in accordance with the Articles of Association.

Article 11 The performance evaluations of the Company’s directors and senior management are organized by the remuneration and assessment committee established under the board of directors, with specific implementation carried out in cooperation with the relevant departments of the Company. The Company may engage a third party to conduct the performance assessments.

At the end of each year, the Company’s remuneration and assessment committee conducts annual performance assessments and reviews and approves the results based on performance assessment standards, procedures, and the Company’s remuneration system, taking into account the directors’ and senior management’s operational performance, work capabilities, and position levels for that year.

Article 12 The board of directors shall report to the Company’s annual general meeting on the directors’ performance of their duties, the results of their performance assessments, and their remuneration, and the Company shall disclose this information.

CHAPTER IV PAYMENT OF REMUNERATION AND SUSPENDING AND RECOVERING PAYMENTS

Article 13 Basic remuneration is paid on a monthly basis. A certain percentage of performance-based remuneration is paid after the end of the accounting year, following the disclosure of the annual report and the performance assessment, which shall be conducted based on audited financial data.

Article 14 The determination and payment of performance-based remuneration and mid-to-long-term incentive income (if any) for the Company’s directors and senior management shall be based primarily on performance assessments.

---

APPENDIX II

PROPOSED MEASURES FOR THE REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT

Article 15 The remuneration of the Company’s directors and senior management are all pre-tax amounts. In accordance with the relevant stipulations of the state and the Company, the following items will be withheld from the salaries and bonuses by the Company before they are distributed to the relevant individuals. The items to be withheld and paid by the Company include, but are not limited to, the following:

(1) Withholding and payment of individual income tax;

(2) The portion of various types of social insurance costs and other fees to be borne by individuals;

(3) The portion of other payments to be borne by individuals according to the relevant stipulations of the state or the Company.

Article 16 If a director or senior management of the Company leaves his/her office due to Board renewal, re-election or resignation during his/her term of office, his/her remuneration shall be calculated and paid according to his/her actual term of office and actual performance.

Article 17 If any of the following circumstances arise during the tenure of a director or senior management, the Company may withhold the payment of performance-based remuneration or allowances, and the remuneration and assessment committee shall assess whether it is necessary to initiate a claw back procedure for such performance-based remuneration with respect to the specific director and senior management:

(1) A person who has been publicly reprimanded or declared unfit by a securities exchange;

(2) A person who has been subject to administrative penalties by the China Securities Regulatory Commission for significant violations of laws and regulations;

(3) A person who has significantly harmed the Company’s interests;

(4) Other circumstances that the Company’s board of directors determines constitute a significant violation of the Company’s relevant regulations.

Article 18 When the Company restates its financial reports retroactively due to misstatements such as financial fraud, it shall promptly reassess the performance-based remuneration and mid-to-long-term incentive income of directors and senior management and recover excess amounts paid.

If the Company’s directors or senior management violate their duties and cause losses to the listed company, or are at fault for illegal or non-compliant acts such as financial fraud, misappropriation of funds, or unauthorized guarantees, the Company shall, depending on the severity of the circumstances, reduce or suspend the payment of any outstanding performance-based remuneration and mid-to-long-term incentive income, and recover all or part of the performance-based remuneration and mid-to-long-term incentive income already paid during the period in which the relevant acts occurred.

Article 19 Any provisions in the Articles of Association or relevant contracts regarding compensation for the early termination of the employment of directors or senior management shall comply with the principle of fairness, shall not prejudice the legitimate rights and interests of the company, and shall not constitute a transfer of benefits.

• II-4 -

---

APPENDIX II

PROPOSED MEASURES FOR THE REMUNERATION MANAGEMENT SYSTEM OF DIRECTORS AND SENIOR MANAGEMENT

CHAPTER V COMPENSATION ADJUSTMENT

Article 20 The remuneration structure shall serve the Company’s business strategy and be adjusted according to the ever-changing business situation of the Company, so as to cope with the needs of the Company’s further development.

Article 21 The basis for adjusting the remuneration of the Company’s directors and senior management shall be:

(1) The level of salary increases in the same industry. Salary data of the same industry shall be collected annually through market salary reports or publicly available salary data and summarized and analyzed as a reference basis for the Company’s salary adjustment;

(2) Inflation level. As a reference basis for the Company’s salary adjustment, reference is made to the level of inflation so that the actual purchasing power of our salaries is not undermined;

(3) The result of the Company;

(4) The Company’s development strategy or organizational restructuring;

(5) Adjustments due to changes in position assignments.

Article 22 Upon consideration and approval by the Remuneration and Evaluation Committee of the Board of the Company, special incentives or penalties may be established on a temporary basis for specialized matters as a supplement to the remuneration of the senior management serving in the Company.

CHAPTER VI MISCELLANEOUS

Article 23 Any matters not covered by this system shall be executed in accordance with relevant national laws, regulations, normative documents, securities regulatory rules of the place where the Company’s shares are listed, and the relevant provisions of the Company’s Articles of Association. In the event of any inconsistency between this system and relevant laws, regulations, normative documents, securities regulatory rules of the place where the Company’s shares are listed, or the relevant provisions of the Company’s Articles of Association, the provisions of such laws, regulations, normative documents, securities regulatory rules of the place where the Company’s shares are listed and the provisions of the Articles of Association shall prevail.

Article 24 This system is drafted by the Company’s board of directors and shall take effect upon approval by the Company’s shareholders’ meeting; the same applies to any amendments.

Article 25 This policy shall be interpreted by the board of directors.

Fortior Technology (Shenzhen) Co., Ltd.
May, 2026

• For identification only

---

NOTICE OF EXTRAORDINARY GENERAL MEETING

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.

Fortior Technology (Shenzhen) Co., Ltd.

峰峪科技(深圳)股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock code: 1304)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Fortior Technology (Shenzhen) Co., Ltd. (the “Company”) will be convened and held at 801, Building 11, Software Park (Phase II), 1 Keji Central Road II, Gaoxin Central Zone, Nanshan District, Shenzhen, Guangdong, the PRC on 12 June 2026 at 2:00 p.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions of the Company.

ORDINARY RESOLUTIONS

1. To consider and approve the resolution in relation to the re-election of the following individuals as executive Directors of the third session of the Board:

1.01 Mr. BI Lei as an executive Director of the third session of the Board; and
1.02 Mr. BI Chao as an executive Director of the third session of the Board.

1. To consider and approve the resolution in relation to the re-election of the following individuals as independent non-executive Directors of the third session of the Board:

2.01 Mr. CHEN Jingyang as an independent non-executive Director of the third session of the Board;
2.02 Dr. LIN Mingyao as an independent non-executive Director of the third session of the Board; and
2.03 Dr. NIU Shuangxia as an independent non-executive Director of the third session of the Board.

1. To consider and approve the resolution in relation to the proposed change in the implementation method of the A Shares Proceeds.

2. EGM-1 -

---

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. To consider and approve the resolution in relation to the proposed formulation of the Measures for the Remuneration Management System of Directors and Senior Management.

By order of the Board
Fortior Technology (Shenzhen) Co., Ltd.
BI Lei
Chairman of the Board

Hong Kong, 27 May 2026

Notes:

1. Any shareholder of the Company (“Shareholder”) 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 in accordance with the articles of association of the Company. A proxy need not be a Shareholder.

2. In order to be valid, the proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or authority shall be deposited at the Company’s H share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (in the case of proxy form of H Shareholders of the Company) not less than 24 hours before the time for holding the EGM or 24 hours before the time appointed for taking the poll.

3. Shareholders or their proxies shall produce their identity documents when attending the EGM.

4. The record date for determining the identity of the Shareholders who are entitled to attend and vote at the EGM will be 8 June 2026.

5. Shareholders whose names appear on the register of members of the Company on Friday, 8 June 2026 are entitled to attend and vote at the EGM.

6. In order to attend and vote at the EGM, H Shareholders of the Company whose transfers have not been registered shall deposit the transfer forms together with the relevant share certificates, at the Company’s H Share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Friday, 8 June 2026.

7. The EGM is not expected to take more than half a day. Shareholders or their proxies attending the EGM shall be responsible for their own travel and accommodation expenses.

8. Unless the context otherwise requires, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 27 May 2026.

As of the date of this notice, the Directors are: (i) Mr. BI Lei and Dr. BI Chao as executive Directors, and (ii) Dr. LIN Mingyao, Dr. NIU Shuangxia and Mr. CHEN Jingyang as independent non-executive Directors.

• EGM-2 -