Huitongda Network Co., Ltd. — Proxy Solicitation & Information Statement 2024

Jul 16, 2024

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 to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Huitongda Network Co., Ltd., you should at once hand this circular, together with the enclosed forms of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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.

Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

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

(Stock Code: 9878)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED FORMULATION OF THE SHAREHOLDERS’ DIVIDEND RETURN PLAN FOR THE NEXT THREE YEARS (2024-2026)

AND

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

The EGM will be held by the Company at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC, at 2:00 p.m. on Friday, August 2, 2024. The notice of the EGM is set out on pages 13 to 14 of this circular.

A form of proxy applicable to the EGM has been published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htd.cn) and dispatched to the H Shareholders by the mean of receipt of communications chosen by the H Shareholders. If you wish to appoint a proxy to attend the EGM, you must complete the form(s) of proxy in accordance with the instructions printed thereon and return it (them) to us not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish at that time.

July 17, 2024

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2
**LETTER **	FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . .	5
3.	PROPOSED FORMULATION OF THE SHAREHOLDERS’ DIVIDEND
	RETURN PLAN FOR THE NEXT THREE YEARS (2024-2026) . . . . . .	6
4.	EGM AND VOTING METHOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I – SHAREHOLDERS’ DIVIDEND RETURN PLAN FOR
	THE NEXT THREE YEARS (2024-2026) . . . . . . . . . . . .	8
**NOTICE **	OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING . . . .	13

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DEFINITIONS

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

• “Articles of Association”

the Articles of Association of the Company, as amended, supplemented or otherwise modified from time to time

• “Board” the board of Directors of the Company

• “Board of Supervisors” the board of Supervisors of the Company

“China” or “PRC” the People’s Republic of China, excluding, for the purpose of this circular only, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Region

• “Company” Huitongda Network Co., Ltd., a joint stock company established under the laws of the PRC with limited liability on December 6, 2010, whose H Shares are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 9878)

• “CSRC” China Securities Regulatory Commission

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

“Domestic Share(s)” domestic Share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/(are) subscribed for or credited as fully paid in Renminbi

• “Domestic Shareholder(s)” holder(s) of Domestic Share(s)

“EGM” the 2024 first extraordinary general meeting or any adjournment thereof (as the case may be) of the Company to be held at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC, at 2:00 p.m. on Friday, August 2, 2024

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

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

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DEFINITIONS

“HK dollars”

• Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

• “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC

• “Shareholder(s)”

• the shareholder(s) of the Company, comprising Domestic Shareholder(s) and H Shareholder(s)

• “Shareholders’ Dividend Return Plan for the Next Three Years (2024-2026)”

• the Shareholders’ Dividend Return Plan for the Next Three Years (2024-2026) of Huitongda Network Co., Ltd. proposed to be formulated

• “Share(s)”

• ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, including Domestic Share(s) and H Share(s)

• “Supervisor(s)” the supervisor(s) of the Company

• “%” per cent

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LETTER FROM THE BOARD

Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

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

(Stock Code: 9878)

Chairman and non-executive Director: WANG Jianguo

Executive Directors: XU Xiuxian (Chief Executive Officer) ZHAO Liangsheng SUN Chao

Non-executive Directors: CAI Zhongqiu WANG Ran

Independent non-executive Directors: YU Lixin LIU Xiangdong DIAO Yang

Registered Office and Headquarters: Huitongda Building 50 Zhongling Street, Xuanwu District Nanjing Jiangsu Province PRC

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

July 17, 2024

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED FORMULATION OF THE SHAREHOLDERS’ DIVIDEND RETURN PLAN FOR THE NEXT THREE YEARS (2024-2026)

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of the EGM, and information on certain resolutions to be considered at the EGM so that you can make informed decisions on whether to vote for or against such resolutions at the EGM.

The special resolutions to be proposed at the EGM are to approve: (i) proposed amendments to the Articles of Association; and (ii) proposed formulation of the Shareholders’ Dividend Return Plan for the Next Three Years (2024-2026).

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LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated July 8, 2024 in relation to, among other things, the proposed amendments to the Articles of Association.

In accordance with the new Company Law of the People’s Republic of China (the “ New Company Law ”) which came into effect on July 1, 2024 and in light of the actual circumstances of the Company, the Board proposes to amend the Articles of Association.

Details of the proposed amendments to the Articles of Association are set out below:

Original Article of the		Amended Article of the
Articles of Association		Articles of Association
Article 175 Surplus reserves of	the	Article 175 Surplus reserves of the
Company shall be used for loss recovery,		Company shall be used for loss recovery,
business expansion or registered capital		business expansion or registered capital
replenishment of the Company.		replenishment of the Company.
Nevertheless, the capital reserve will	not	~~Nevertheless, the capital reserve will not~~
be used to offset the loss of the Company.		~~be used to offset the loss of the Company.~~
		When using the surplus reserves to
When the legal reserve is converted	into	cover the loss of the Company, the
the registered capital, the remaining		discretionary reserve and legal reserve
amount of such reserve shall not be	less	shall be used first; if the loss still
than 25% of the registered capital of	the	cannot be covered, the capital reserve
Company before the conversion.		can be used in accordance with laws
		and regulations.
		When the legal reserve is converted into
		the registered capital, the remaining
		amount of such reserve shall not be less
		than 25% of the registered capital of the
		Company before the conversion.

The amended Articles of Association will become effective from the date of consideration and approval at the EGM. Prior to that, the current Articles of Association shall remain effective.

The above resolution was considered and approved by the Board on July 8, 2024 and is being proposed as a special resolution for consideration and approval at the EGM.

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LETTER FROM THE BOARD

3. PROPOSED FORMULATION OF THE SHAREHOLDERS’ DIVIDEND RETURN PLAN FOR THE NEXT THREE YEARS (2024-2026)

Reference is made to the announcement of the Company dated July 8, 2024 in relation to, among other things, the proposed formulation of the Shareholders’ Dividend Return Plan for the Next Three Years (2024-2026).

In order to improve and establish a scientific, long-term, stable and sustainable shareholders’ return mechanism of the Company, give guidance to investors to form a philosophy of long-term and rational investment, and enhance the sense of fulfillment and satisfaction of all the Shareholders, the Company intends to formulate the Shareholders’ Dividend Return Plan for the Next Three Years (2024-2026) in accordance with the New Company Law, the Notice on Further Implementation of Matters Relating to Cash Dividends for Listed Companies (《關於進一步落實上市公司現金分紅有關事項的通知》) issued by the CSRC and other laws, regulations, regulatory documents as well as the relevant requirements of the Articles of Association. The details of the Shareholders’ Dividend Return Plan for the Next Three Years (2024-2026) are set out in the Appendix I to this circular.

The above resolution was considered and approved by the Board on July 8, 2024 and is being proposed as a special resolution for consideration and approval at the EGM.

4. EGM AND VOTING METHOD

The EGM will be held by the Company at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC at 2:00 p.m. on Friday, August 2, 2024. The notice of the EGM is set out on pages 13 to 14 of this circular.

The register of members of the Company will be closed from Tuesday, July 30, 2024 to Friday, August 2, 2024 (both days inclusive) for determining the entitlement of the Shareholders to attend and vote at the EGM, during which period no transfers of Shares will be registered. To be eligible to attend and vote at the EGM, all completed transfer documents together with the relevant Share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not later than 4:30 p.m. on Monday, July 29, 2024. All Shareholders whose names appear on the register of members of the Company on Friday, August 2, 2024 are entitled to attend and vote at the EGM.

A form of proxy applicable to the EGM has been published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htd.cn) and dispatched to the H Shareholders by the mean of receipt of communications chosen by the H Shareholders. Shareholders who wish to appoint proxies to attend the EGM are requested to complete and return the form(s) of proxy to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,

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LETTER FROM THE BOARD

Hong Kong (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not later than 24 hours before the time of the EGM. Completion and return of the form(s) of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish at that time.

Pursuant to Rule 13.39(4) of the Listing Rules and Article 94 of the Articles of Association, subject to certain exceptions, all votes of the Shareholders at the general meetings must be taken by poll. Therefore, all resolutions at the EGM will be taken by poll.

5. RECOMMENDATION

The Board considers that all the resolutions set out in the notice of the EGM for consideration and approval by the Shareholders are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of all the resolutions to be proposed at the EGM.

By order of the Board Huitongda Network Co., Ltd. Chairman WANG Jianguo

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SHAREHOLDERS’ DIVIDEND RETURN PLAN FOR THE NEXT THREE YEARS (2024-2026)

APPENDIX I

• I. BACKGROUND OF THE FORMULATION OF THE SHAREHOLDERS’ DIVIDEND RETURN PLAN FOR THE NEXT THREE YEARS (2024-2026) (THE “PLAN” OR THE “SHAREHOLDERS’ DIVIDEND RETURN PLAN”)

• On April 4, 2024, the State Council issued the Opinions on Strengthening Supervision and Prevention of Risks and Promoting the High-quality Development of the Capital Market (the “ New National Nine Opinions ”), which encouraged and guided listed companies to pay attention to cash dividends, and to enhance the stability, sustainability and predictability of dividend distribution to actively reward shareholders.

• Huitongda Network Co., Ltd. (the “ Company ” or “ Huitongda ”) continues to improve the quality of corporate development, strengthens performance appraisal and awards, and rewards shareholders for their support and love by way of dividend distribution. Sharing the Company’s long-term development results with the investors is an important part of Huitongda’s core values, and is also the responsibility and glorious mission of the Company’s management.

• Prior to the listing of the Company, the interest expenses arising from the redeemable capital injection according to international accounting standards resulted in negative book value of undistributed profits of the parent company, making it impossible to implement cash dividends. The new Company Law of the People’s Republic of China is formally implemented on July 1, 2024. According to the relevant provisions, when using reserves to make up for the company’s losses, discretionary reserves and statutory reserves should be used first; if the losses still cannot be made up, capital reserves can be used in accordance with regulations. As of December 31, 2023, the book value of capital reserve available to make up for losses of the parent company is RMB9,218.139 million, which can fully cover the loss amount of the Company’s book undistributed profits, and has a legal basis for dividend distribution to shareholders.

• Upon the listing of the Company, after nearly two years of industrial upgrading and structural optimization, the unique development model of “service + transaction”, “online + offline” and “platform + member store” has been fully formed and covered 24 thousand townships in 21 provinces in China. The strategy of upgrading and developing the second growth curve of the future industry is being steadily promoted, and it is foreseeable that the Company’s ability of sustained profitability in the future will be significantly improved. In addition, in recent years, the Company’s financial management has remained reasonable and stable, with a positive inflow of cash flow from operations in the past five consecutive years, an ever-optimising profit structure, and a good balance of currency funds. The funds required for the future development and capital expenditure of the Company were highly guaranteed, and the financial risks were controllable.

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SHAREHOLDERS’ DIVIDEND RETURN PLAN FOR THE NEXT THREE YEARS (2024-2026)

APPENDIX I

II. BASIC PRINCIPLES FOR THE FORMULATION OF THE PLAN

The Company will, on the premise of complying with relevant laws and regulations, focus on long-term and sustainable development, and formulate Shareholders’ Dividend Return Plan by taking into account the Company’s actual production and operation, development objectives, shareholders’ wishes, social capital costs, external financing environment and other factors. The Company will fully consider and listen to the requirements and wishes of shareholders, especially minority shareholders, and implement a sustainable and stable profit distribution policy. The Company’s profit distribution shall pay full attention to reasonable investment returns to investors, while taking into account the overall interests of all shareholders as well as the long-term interests and sustainable development of the Company. The distribution of profits shall be based on the profits available for distribution to the shareholders in the statements of the parent company of the Company, and shall be distributed in accordance with the legal order and adhere to the following five principles:

1. The principle of the shares with equal rights and entitlement to the dividends;

2. The principle of prioritising business development;

3. The principle of controllable financial risks;

4. The principle of clear dividend expectation; and

5. The principle of legality, compliance and reasonableness.

III. CYCLE OF THE FORMULATION OF THE SHAREHOLDERS’ DIVIDEND RETURN PLAN

The Company shall review and formulate the Shareholders’ Dividend Return Plan at least once every three years, and make appropriate and necessary amendments to the shareholders’ dividend plan of the Company for the future period.

IV. SPECIFIC SHAREHOLDERS’ DIVIDEND RETURN PLAN FOR THE NEXT THREE YEARS (2024-2026)

1. Annual Dividend Plan:

In the next three years (2024-2026), after making full allocation for the statutory and discretionary reserve fund, under the premise of retaining funds required for its normal operation and strategic development and having sufficient cash for dividend payment, cash dividends to be distributed by the Company each year shall not be less than 15% of the distributable profit realized for the year. Provided that there is sufficient cash for dividend distribution, the Company may otherwise make profit distributions by distributing bonus shares.

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SHAREHOLDERS’ DIVIDEND RETURN PLAN FOR THE NEXT THREE YEARS (2024-2026)

APPENDIX I

2. Special Dividend Plan:

In the next three years (2024-2026), if the profitability of the Company maintains rapid growth and the net profit attributable to the parent company achieves a year-on-year increase of over 60% for two consecutive years, the Company will commence a special cash dividend plan for the current year to further enhance shareholders’ dividend returns. Specific dividend plan and amount are subject to the consideration by the Board meeting and the annual general meeting. In addition to the implementation of the annual dividend plan mentioned above, the Company may also implement additional special dividend plans based on the actual situation, including but not limited to shares, dividend distribution and capital reserve conversion plans.

3. Safeguard Corporate Value and Shareholders’ Interests:

When the Board considers that there is a significant deviation between the decline in the share price in the secondary market and the actual value of the Company, it will perform the relevant decision-making procedures on the basis of satisfying the listing conditions and initiate a share repurchase plan at the appropriate time to maintain the market value of the Company. For share repurchases conducted under the above circumstance in accordance with the law, the actual amount of shares repurchased during the relevant year will be included in the Company’s cash dividend for that year with reference to the relevant regulations for aggregate calculation.

V. CONDITIONS FOR CASH DIVIDEND

The following conditions must be met at the same time when the Company implements cash dividends:

1. The distributable profit (i.e. the remaining profit after tax after making up for losses, and allocation for the statutory and discretionary reserve fund) realized by the Company for the current year is positive and the cash flow is sufficient. The implementation of cash dividends will not affect the Company’s subsequent normal operation;

2. The cumulative distributable profit of the parent company is positive and is enough to satisfy cash dividends. If the cumulative distributable profit of the parent company is less than 15% of the distributable profit realized for the year, the Company shall be entitled to make corresponding adjustments to the dividend plan for the year based on the actual distributable profit;

3. The audit firm has issued a standard audit report with unqualified opinions on the Company’s financial report for the year; and

4. Other conditions in relation to the implementation of cash dividends as stipulated in the Articles of Association.

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SHAREHOLDERS’ DIVIDEND RETURN PLAN FOR THE NEXT THREE YEARS (2024-2026)

APPENDIX I

VI. DECISION-MAKING MECHANISM FOR THE SHAREHOLDERS’ DIVIDEND RETURN PLAN AND PROFIT DISTRIBUTION PLAN

1. After fully considering the Company’s operating conditions, development objectives and capital needs, and listening to the opinions of the shareholders and the supervisors of the Company, the Company formulates a Shareholders’ Dividend Return Plan for the next three years and submits it to the Board and the Board of Supervisors for consideration. The Plan shall be submitted to the general meeting for consideration after being considered and approved by the Board and the Board of Supervisors.

2. For the consideration of Shareholders’ Dividend Return Plan at the general meeting, the Company shall provide on-site voting and other methods to facilitate shareholders’ participation in voting at the general meeting.

3. The Board shall, in combination with the data in the current financial statements, and taking into full consideration the Company’s current profit scale, cash flow position, development stage and capital use needs, formulate a specific shareholder dividend plan, including but not limited to annual, interim or special dividend plan, which will be implemented after being considered and approved at the general meeting of the Company.

4. In the profit distribution plan proposed by the Board, if no cash dividend plan is made or the proportion of cash dividends is lower than the level stipulated in the Articles of Association, the reasons for the non-distribution of cash dividends or the low ratio of cash dividend distribution and the use of undistributed profit retained in the Company and relevant plan for use shall be disclosed in the periodic report.

5. The independent non-executive Directors are entitled to express independent opinions on the specific cash dividend plan when they are of the view that the plan may harm the interests of the Company and the Shareholders, otherwise they may directly approve the cash dividend plan.

6. After the profit distribution plan being considered and approved at the Company’s general meeting, the Board shall complete the distribution of dividends (or shares) within two months after the general meeting.

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SHAREHOLDERS’ DIVIDEND RETURN PLAN FOR THE NEXT THREE YEARS (2024-2026)

APPENDIX I

VII. ADJUSTMENT MECHANISM OF THE SHAREHOLDERS’ DIVIDEND RETURN PLAN

1. The Company may make adjustments to the Plan when its operation has been materially affected by changes in the external environment or force majeure or there are significant changes in its own operation conditions. The adjusted Shareholders’ Dividend Return Plan shall not violate the laws, regulations and the Articles of Association.

2. When the Company adjusts the specific cash dividend plan, the management shall give a detailed explanation for the adjustment, and a written report shall be submitted to the Board and the Board of Supervisors for consideration.

3. After the amendments to the Shareholders’ Dividend Return Plan being considered and approved by the Board and the Board of Supervisors, it shall be submitted to the general meeting for consideration. The Company shall provide on-site voting and other methods to facilitate shareholders’ participation in voting at the general meeting. The Company shall continue to implement the revised Shareholders’ Dividend Return Plan after the resolution on the amendments to the plan is considered and approved at the general meeting.

VIII. OTHERS

1. Any matters not stated in the Plan shall be executed in accordance with relevant laws, regulations, regulatory documents and the Articles of Association.

2. The Plan shall be interpreted by the Board, and shall come into effect and be implemented from the date of consideration and approval at the general meeting.

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NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

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

(Stock Code: 9878)

NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 first extraordinary general meeting (the “ EGM ”) of Huitongda Network Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Friday, August 2, 2024 at the Conference Room, 6/F, Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC for considering and, if thought fit, adopting the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the proposed amendments to the Articles of Association of the Company.

2. To consider and approve the proposed formulation of the Shareholders’ Dividend Return Plan for the Next Three Years (2024-2026).

By order of the Board Huitongda Network Co., Ltd. Chairman WANG Jianguo

Nanjing, the PRC July 17, 2024

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NOTICE OF THE 2024 FIRST EXTRAORDINARY GENERAL MEETING

Notes:

1. The register of members of the Company will be closed from Tuesday, July 30, 2024 to Friday, August 2, 2024 (both days inclusive) for determining the entitlement of the Shareholders to attend and vote at the EGM. To be eligible to attend and vote at the EGM, all completed transfer documents together with the relevant Share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Monday, July 29, 2024 (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders). All Shareholders whose names appear on the register of members of the Company on Friday, August 2, 2024 are entitled to attend and vote at the EGM.

2. A Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote in his/her/its stead. The proxy needs not be a Shareholder of the Company but must attend the EGM in person to represent the relevant Shareholder.

The instrument appointing a proxy must be in writing under the hand of the Shareholder or his/her/its attorney duly authorized in writing. If the Shareholder is a corporation, that instrument must be executed either under its common seal or under the hand of its Director(s) or duly authorized attorney. If that instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarized.

In order to be valid, the proxy form together with the notarized power of attorney or other authorization documents (if any) must be deposited at the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders) or the registered office of the Company, at Huitongda Building, 50 Zhongling Street, Xuanwu District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not less than 24 hours before the time fixed for holding the EGM (i.e. before 2:00 p.m. on Thursday, August 1, 2024) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish at that time.

1. If the attending Shareholder is a corporation, its legal representative shall present his or her ID card, a valid certificate proving his or her qualification as a legal representative and proof of shareholding; if a proxy is appointed to attend the meeting, such proxy shall present his or her ID card and a written power of attorney issued by the relevant Shareholder in accordance with law.

2. Pursuant to Rule 13.39(4) of the Listing Rules and Article 94 of the Articles of Association, subject to certain exceptions, all votes of the Shareholders at the general meetings must be taken by poll. Therefore, voting on the resolutions contained in the notice of the EGM will be conducted by poll.

3. The EGM is expected to last for half a day. Shareholders or their proxies attending the EGM (or any adjournment thereof) shall produce their identity documents. Shareholders or their proxies attending the EGM shall be responsible for their own traveling and accommodation expenses.

4. For details of the resolutions, please refer to the circular (the “ Circular ”) of the Company dated July 17, 2024. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as defined in the Circular.

As at the date of this notice, the Board comprises the Chairman and non-executive Director, namely Mr. WANG Jianguo; the executive Directors, namely Mr. XU Xiuxian, Mr. ZHAO Liangsheng and Mr. SUN Chao; the non-executive Directors, namely Mr. CAI Zhongqiu and Mr. WANG Ran; and the independent non-executive Directors, namely Ms. YU Lixin, Mr. LIU Xiangdong and Mr. DIAO Yang.

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