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 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.

汇通达

HUITONGDA

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) 2024 WORK REPORT OF THE BOARD
(2) 2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS
(3) 2024 WORK REPORT OF THE BOARD OF SUPERVISORS
(4) 2024 FINAL ACCOUNTS REPORT
(5) 2025 FINANCIAL BUDGET REPORT
(6) 2024 PROFIT DISTRIBUTION PLAN
(7) PROPOSED ELECTION OF THE DIRECTORS OF THE FOURTH SESSION OF THE BOARD
(8) PROPOSED ELECTION OF THE SUPERVISOR OF THE FOURTH SESSION OF THE BOARD OF SUPERVISORS
(9) BANK CREDIT IN 2025
(10) PROVISION OF GUARANTEE FOR THE FINANCING OF SUBSIDIARIES IN 2025
(11) ACQUIRING WEALTH MANAGEMENT PRODUCTS WITH IDLE SELF-OWNED FUNDS IN 2025
(12) RE-APPOINTMENT OF AUDITOR FOR 2025
(13) PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO ISSUE H SHARES
(14) PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO REPURCHASE H SHARES

AND

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

The AGM 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 Wednesday, May 21, 2025. The notice of the AGM is set out on pages 35 to 38 of this circular.

A form of proxy applicable to the AGM has been published on the websites of Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htd.cn) and dispatched to the H Shareholders by the means of receipt of corporate communications chosen by the H Shareholders. If you wish to appoint a proxy to attend the AGM, 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 AGM 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 AGM or any adjournment thereof should you so wish at that time. For the avoidance of doubt, holders of the treasury shares, if any, shall abstain from voting at the AGM in respect of any treasury shares held by them, if any.

April 29, 2025

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD

INTRODUCTION 5
MATTERS TO BE RESOLVED AT THE AGM 5
AGM AND VOTING METHOD 5
RECOMMENDATION 6

APPENDIX I - MATTERS TO BE RESOLVED AT THE AGM 7

APPENDIX II - 2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS 19

APPENDIX III - BIOGRAPHICAL DETAILS OF CANDIDATES FOR THE DIRECTORS OF THE FOURTH SESSION OF THE BOARD 23

APPENDIX IV - BIOGRAPHICAL DETAILS OF CANDIDATE FOR NON-EMPLOYEE REPRESENTATIVE SUPERVISOR OF THE FOURTH SESSION OF THE BOARD OF SUPERVISORS 29

APPENDIX V - EXPLANATORY STATEMENT ON THE H SHARE REPURCHASE MANDATE 31

NOTICE OF THE 2024 ANNUAL GENERAL MEETING 35

DEFINITIONS

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

“Annual General Meeting” or “AGM”
the 2024 annual general meeting 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 Wednesday, May 21, 2025, or any adjournment thereof (as the case may be)

“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

“CCASS”
the Central Clearing and Settlement System

“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)

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

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

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

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

“Five Star Appliance”
Jiangsu Five Star Appliance Co., Ltd. (江蘇五星電器有限公司)

“Five Star Holdings”
Five Star Holdings Group Co., Ltd. (五星控股集團有限公司)

DEFINITIONS

“Group”	the Company and its subsidiaries
“H Share(s)”	overseas listed foreign share(s) with a nominal value of RMB1.00 each in the share capital of the Company, which are subscribed for and traded in HK dollars and are listed on the Hong Kong Stock Exchange
“H Shareholder(s)”	holder(s) of H Share(s)
“HK dollars” or “HK$”	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
“Latest Practicable Date”	April 23, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
“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
“RSU(s)”	restricted share unit(s), each share unit represents one underlying H Share of an award granted to a selected participant
“RSU Scheme”	the restricted share unit scheme adopted by the Company on November 28, 2022
“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)
“Shareholder(s)”	the shareholder(s) of the Company
“subsidiary” or “subsidiaries”	has the meaning ascribed to it under the Listing Rules
“Supervisor(s)”	the supervisor(s) of the Company

– 2 –

DEFINITIONS

"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs (as amended, supplemented or otherwise modified from time to time)

"treasury share(s)"
has the meaning ascribed to it under the Listing Rules

"%"
per cent

LETTER FROM THE BOARD

汇通达

HUITONGDA

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
XU Di

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

April 29, 2025

To the Shareholders

Dear Sir or Madam,

LETTER FROM THE BOARD

1. INTRODUCTION

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

2. MATTERS TO BE RESOLVED AT THE AGM

Ordinary resolutions will be proposed at the AGM to approve: (i) 2024 work report of the Board; (ii) 2024 work report of independent non-executive Directors; (iii) 2024 work report of the Board of Supervisors; (iv) 2024 final accounts report; (v) 2025 financial budget report; (vi) 2024 profit distribution plan; (vii) proposed election of the Directors of the fourth session of the Board; (viii) proposed election of the Supervisor of the fourth session of the Board of Supervisors; (ix) bank credit in 2025; (x) provision of guarantee for the financing of subsidiaries in 2025; (xi) acquiring wealth management products with idle self-owned funds in 2025; and (xii) re-appointment of auditor for 2025.

Special resolutions will be proposed at the AGM to approve: (xiii) proposed granting of a general mandate to the Board to issue H Shares; and (xiv) proposed granting of a general mandate to the Board to repurchase H Shares.

In order to enable you to have a better understanding of the resolutions to be proposed at the AGM and to make decisions with sufficient and necessary information, the Company has provided detailed information in this circular, including matters to be resolved at the AGM (see Appendix I), 2024 work report of independent non-executive Directors (see Appendix II), biographical details of candidates for the Directors of the fourth session of the Board (see Appendix III), biographical details of candidate for the non-employee representative Supervisor of the fourth session of the Board of Supervisors (see Appendix IV) and explanatory statement on the H Share repurchase mandate (see Appendix V).

3. AGM AND VOTING METHOD

The register of members of the Company will be closed from Friday, May 16, 2025 to Wednesday, May 21, 2025 (both days inclusive) for determining the entitlement of the Shareholders to attend and vote at the AGM, during which period no transfers of Shares will be registered. To be eligible to attend and vote at the AGM, 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

LETTER FROM THE BOARD

District, Nanjing, Jiangsu Province, the PRC (for Domestic Shareholders) not later than 4:30 p.m. on Thursday, May 15, 2025. All Shareholders whose names appear on the register of members of the Company on Wednesday, May 21, 2025 are entitled to attend and vote at the AGM.

A form of proxy applicable to the AGM has been published on the websites of Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htd.cn) and dispatched to the H Shareholders by the means of receipt of corporate communications chosen by the H Shareholders. Shareholders who wish to appoint proxies to attend the AGM 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, 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 AGM (i.e. before 2:00 p.m. on Tuesday, May 20, 2025). Completion and return of the form(s) of proxy will not preclude Shareholders from attending and voting in person at the AGM 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 AGM will be taken by poll.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, as at the Latest Practicable Date, Mr. WANG Jianguo, Mr. XU Xiuxian, Mr. WANG Jian as well as Nanjing Yuanbai Enterprise Management Centre (Limited Partnership) have material interests in the No. 9 resolution on bank credit in 2025, and must abstain from voting on the resolution. Save for disclosed above, no Shareholder will be required to abstain from voting on the relevant resolution at the AGM.

4. RECOMMENDATION

The Board considers that all the resolutions set out in the notice of the Annual General Meeting 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 AGM.

By order of the Board

Huitongda Network Co., Ltd.

Chairman

WANG Jianguo

APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

I. 2024 WORK REPORT OF THE BOARD

For the major contents of the 2024 work report of the Board of the Company, please refer to the report of the Board set out in the Company's 2024 Annual Report published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htd.cn) on April 29, 2025.

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval at the AGM.

II. 2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

For the full text of the 2024 work report of independent non-executive Directors of the Company, please refer to Appendix II to this circular.

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval at the AGM.

III. 2024 WORK REPORT OF THE BOARD OF SUPERVISORS

For the main contents of the 2024 work report of the Board of Supervisors of the Company, please refer to the report of the Board of Supervisors set out in the Company's 2024 Annual Report published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htd.cn) on April 29, 2025.

This resolution was considered and approved by the Board of Supervisors on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval at the AGM.

IV. 2024 FINAL ACCOUNTS REPORT

The Company has prepared its consolidated financial statements for 2024 in accordance with the International Financial Reporting Standards and engaged KPMG to audit the Group's consolidated financial statements. KPMG has reported a standard unqualified auditor's opinion to the Shareholders. For the details of the above statements, please refer to the consolidated financial statements in the Company's 2024 Annual Report published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.htd.cn) on April 29, 2025.

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval at the AGM.

V. 2025 FINANCIAL BUDGET REPORT

In accordance with the Company's strategic development objectives and business development needs, the Company has prepared the 2025 financial budget report.

APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

According to the 2025 financial budget report, the Company expects to invest approximately RMB1.56 billion in expenses for various items in 2025, mainly for the inputs in personnel, marketing, technology research and development, warehousing and logistics, fixed assets and daily operation.

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval at the AGM.

VI. 2024 PROFIT DISTRIBUTION PLAN

According to the 2024 consolidated financial statements, the Group recorded a net profit of RMB460 million in 2024, of which the profit attributable to equity shareholders of the Company was RMB270 million.

In accordance with the relevant provisions of the Company Law and the Articles of Association relating to profit distribution, and in order to realize the sustainable, stable and healthy development of the Company and better safeguard the long-term interests of all Shareholders, the Board proposes not to make profit distribution for 2024.

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval at the AGM.

VII. PROPOSED ELECTION OF DIRECTORS FOR THE FOURTH SESSION OF THE BOARD

Reference is made to the announcement of the Company dated March 27, 2025 in relation to, among other things, the proposed election of Directors for the fourth session of the Board.

Considering the expiration of the term of office of the third session of the Board, the Company proposes to elect a new session of the Board in accordance with the relevant laws and regulations and the Articles of Association. The nomination committee of the Board recommended and the Board agreed to nominate Mr. WANG Jianguo, Mr. CAI Zhongqiu and Ms. XU Di as candidates for non-executive Directors, Mr. XU Xiuxian, Mr. ZHAO Liangsheng and Mr. SUN Chao as candidates for executive Directors, and Ms. YU Lixin, Mr. LIU Xiangdong and Mr. DIAO Yang as candidates for independent non-executive Directors.

The Board agrees to submit the above list of candidates for Directors of the fourth session of the Board to the AGM for consideration and approval to elect 3 non-executive Directors, 3 executive Directors and 3 independent non-executive Directors, a total of 9 Directors, to form the fourth session of the Board. The term of office of the Directors of the fourth session of the Board is three years, with effect from the date of approval at the AGM. All the existing members of the third session of the Board continue to perform their duties before the appointment of the members of the fourth session of the Board.

APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

The above-mentioned Director candidates have respectively confirmed that they have no disagreement in respect of the nomination.

Pursuant to the requirements of Rule 13.51(2) of the Listing Rules, the details of the biographies of candidates for the Directors of the fourth session of the Board and other information relating to their appointments are set out in Appendix III to this circular.

The nomination of the independent non-executive Directors is being submitted to the AGM for election and determination in accordance with the provisions of the Articles of Association, having regard to the candidates' past experience, skills and background, knowledge, experience, independence and the specific needs of the Company, and after preliminary review by the nomination committee of the Board and consideration and approval by the Board. Each of the candidates for independent non-executive Directors has confirmed their independence to the Company in accordance with Rule 3.13 of the Listing Rules. The nomination committee of the Board has assessed and reviewed the independence of each of such candidates and is of the view that they have satisfied the independence requirement.

The nomination committee of the Board is of the view that each of such candidates has basic knowledge of the operation of listed companies and is familiar with relevant laws, administrative rules, regulations and other regulatory documents, with experience in economics, finance, management or other fields as necessary to perform the duties of an independent non-executive Director. Such candidates will properly perform their due duties and responsibilities as independent non-executive Directors and make positive contributions to the development of the Company. Such candidates will also promote diversity of the Board from aspects such as age, gender, cultural and educational background, professional experience, skills and knowledge.

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval on a case by case basis at the AGM.

VIII. PROPOSED ELECTION OF SUPERVISOR FOR THE FOURTH SESSION OF THE BOARD OF SUPERVISORS

Reference is made to the announcement of the Company dated March 27, 2025 in relation to, among other things, the proposed election of Supervisors for the fourth session of the Board of Supervisors.

Considering the expiration of the term of office of the third session of the Board of Supervisors, the Company proposes to elect a new session of the Board of Supervisors in accordance with the relevant laws and regulations and the Articles of Association. The Board of Supervisors recommends to nominate Mr. LI Wei as the candidate for non-employee representative Supervisor.

APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

Mr. MAO Yijun, the current employee representative Supervisor, will retire from office of employee representative Supervisor upon expiration of the term of office of the third session of the Board of Supervisors and will not offer himself for re-election due to his other job commitments. Mr. MAO Yijun has confirmed that he has no disagreement with the Board and the Board of Supervisors and there are no other matters relating to his retirement that need to be notified to the Hong Kong Stock Exchange or the Shareholders.

At the employee representative meeting held on March 26, 2025, the Company elected Mr. WANG Xinghua and Mr. WANG Xiaowei as employee representative Supervisors. Their terms of office shall be consistent with that of the fourth session of the Board of Supervisors.

The Board of Supervisors agrees to submit the above list of candidate for non-employee representative Supervisor of the fourth session of the Board of Supervisors to the AGM for consideration and approval to elect 1 non-employee representative Supervisor, together with 2 employee representative Supervisors elected through democratic elections organized by the employees, a total of 3 Supervisors, to form the fourth session of the Board of Supervisors. The term of office of the Supervisors of the fourth session of the Board of Supervisors is three years, effective from the date of approval at the AGM. All the existing members of the third session of the Board of Supervisors continue to perform their duties before the appointment of the members of the fourth session of the Board of Supervisors.

The above-mentioned candidate for non-employee representative Supervisor has confirmed that he has no disagreement in respect of the nomination.

Pursuant to the requirements of Rule 13.51(2) of the Listing Rules, the details of the biography of candidate for the non-employee representative Supervisor of the fourth session of the Board of Supervisors and other information relating to his appointment are set out in Appendix IV to this circular.

This resolution was considered and approved by the Board of Supervisors on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval on a case by case basis at the AGM.

IX. BANK CREDIT IN 2025

To ensure the Company's daily operational needs as well as stage-by-stage capital requirements, the Group's overall total bank facilities in financial institutions in 2025 will be controlled within RMB22 billion, including but not limited to Industrial and Commercial Bank of China, Agricultural Bank of China, Bank of China, China Construction Bank, Bank of Communications, Postal Savings Bank of China, China Merchants Bank, Shanghai Pudong Development Bank, China CITIC Bank, China Minsheng Bank, China Everbright Bank, China Zheshang Bank, China Guangfa Bank, Huaxia Bank, Bank of Jiangsu, Bank of Shanghai, Bank of Nanjing, Bank of Beijing, Bank of Ningbo, Bank of East Asia, Nanyang Commercial Bank, United Overseas Bank, HSBC and other financial institutions. Types of credit include but are

APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

not limited to the bank note exposure, loan, letter of credit, letter of guarantee, supply chain, fully cash-secured business (may utilize, without limitation, pledged asset pools such as quick financing facility, cash margins, and time/structured deposit pledges as collateral) etc.

Among the above bank credit, for part of the credit granted to the Company, it is principally extended on a credit basis, with certain bank credit lines continuing to be supported by transitional joint liability guarantees by Mr. WANG Jianguo, the substantial shareholder of the Company, and his controlled company, Five Star Holdings; and for the financing business under which the credit is granted to the Company's business divisions, branches and high-quality subsidiaries, it is proposed to continue to be provided with joint liability guarantee by the Company.

The above joint liability guarantees provided by Mr. WANG Jianguo, the substantial Shareholder of the Company, and his controlled company, Five Star Holdings, constitute financial assistance provided by connected persons for the benefit of the Group and are on normal or better commercial terms. Furthermore, such financial assistance is not secured by the assets of the Group. Accordingly, such financial assistance is exempt from all requirements of reporting, announcement and independent Shareholders' approval according to Rule 14A.90 of the Listing Rules.

At the same time, it is proposed at the AGM to authorize the Board which may delegate such authorization to the Company's management to act depending on use of funds within the above total line of credit. The authorization period shall remain valid until the date of conclusion of the Company's 2025 annual general meeting.

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval at the AGM.

X. PROVISION OF GUARANTEE FOR THE FINANCING OF SUBSIDIARIES IN 2025

To align with the Company's strategic transformation initiatives and ensure the implementation of core projects, while fully mobilizing the operational initiative and autonomy of our business units, we encourage them to expand business operations, promote decentralized financing, optimize settlement methods, and achieve sustained and stable cash flow, the Company intends to provide guarantee for the external bank financing activities of its high-quality subsidiaries and suppliers credit, with the total guarantee balance limited to RMB5 billion and not exceeding 50% of the Company's net assets and 20% of its total assets as of the latest account.

At the same time, it is proposed at the AGM to authorize the Board which may delegate such authorization to the Company's management to act depending on use of funds within the above total guarantee balance. The authorization period shall remain valid until the date of conclusion of the Company's 2025 annual general meeting.

11 -

APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval at the AGM.

XI. ACQUIRING WEALTH MANAGEMENT PRODUCTS WITH IDLE SELF-OWNED FUNDS IN 2025

To optimize the utilization of idle funds and enhance overall capital efficiency, the Company intends to use its idle self-owned funds to purchase wealth management products on the premise of ensuring its normal operation.

(I) Investment amount

The Company and/or its subsidiaries intends to use its idle self-owned funds of not exceeding RMB5 billion in total to purchase wealth management products within the authorization period, and the funds can be used on a rolling basis within the above amount.

(II) Investment variety

The wealth management products that the Company intends to purchase are short-term (12 months or less) low-risk products, and the funds are invested in fixed-income and other products with relatively stable income, with expected returns higher than the interest rates of bank deposits in the same period. Such purchase is an important financial management tool for the Company to improve the efficiency of use of idle self-owned funds under the premise of risk control.

(III) Investment risk analysis and risk control measures

1. Investment risk

The funds used for the short-term wealth management products to be invested by the Company are idle self-owned funds, without detriment to the Company's daily capital turnover needs or the normal development of the Company's principal business. The Company is currently in a sound financial position. The use of the corresponding funds will not affect the development of the Company's daily business, but will increase the income of idle self-owned funds, which is in the interest of all Shareholders.

2. Risk control measures

(1) The Company adheres to the requirement of "safety first, profit second", and sticks to the principle of diversification of institutions and products. Based on the past cooperation, the Company has performed well in selecting and entering into pools of financial institutions and financial products.

APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

(2) The Company intends to purchase short-term wealth management products, which are invested in fixed-income and other products with relatively stable income, and cannot be used for other financial products with stocks and their derivatives as investment targets. In this sense, the risks are controllable. The relevant personnel of the Company’s financial management center will analyze and track the investment orientation of the wealth management products and project progress in time. If risk factors that may affect the security of the Company’s funds are identified through evaluation, they will take corresponding measures to control the investment risk in time.

(3) The Company’s fund management department will establish a ledger to manage the short-term wealth management products, and the accounting department will establish complete accounts for the financial accounting of the use of funds.

(4) The independent non-executive Directors and the Board of Supervisors have the right to supervise and inspect the use of funds, and may engage professional institutions to conduct audits when necessary.

(IV) Decision-making procedures

In accordance with the relevant provisions of the Articles of Association and the Management Regulation Governing the External Investment of the Company, this resolution shall be submitted to the general meeting for consideration and approval.

(V) Authorization and the period

It is proposed at the AGM to authorize the Board which may delegate such authorization to the Company’s management to be responsible for investment decision-making and purchases of wealth management products within the above investment varieties and amount. The authorization period shall be valid until the date of conclusion of the 2025 annual general meeting of the Company.

The purchase of wealth management products using idle funds constitutes a transaction under Chapter 14 of the Listing Rules. The Company will comply with the relevant rules and requirements under Chapter 14 of the Listing Rules when purchasing wealth management products (if applicable).

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval at the AGM.

XII. RE-APPOINTMENT OF AUDITOR FOR 2025

The total fee for the interim review and annual audit services provided by KPMG engaged by the Company in 2024 was RMB7.10 million.

APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

The Board proposes to re-appoint KPMG as the Company's auditor for 2025 for a term of one year. The auditor's remuneration for 2025 will be determined based on the auditor's specific workload with reference to market price levels.

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as an ordinary resolution for consideration and approval at the AGM.

XIII. PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO ISSUE H SHARES

It is suggested to propose to the AGM to grant a general and unconditional mandate to the Board to determine to separately or concurrently allot, issue and otherwise deal with (including sale and transfer of the treasury shares out of treasury, if any) additional H Shares of the Company representing no more than 20% of the number of issued Shares (excluding the treasury shares, if any), or securities, share options and warrants convertible into such Shares, or similar rights to subscribe for the H Shares ("Similar Rights"), so as to meet the needs of the Company's business development, consolidate the Company's leading position in the industry, further improve the Company's capital strength and comprehensive strength, and improve decision-making efficiency to grasp the market opportunity. As at the Latest Practicable Date, the total number of issued Shares was 562,569,837, consisting of 382,303,498 Domestic Shares and 180,266,339 H Shares. Subject to the approval of this resolution and assuming that no Share will be issued prior to the AGM, the Company may issue up to 112,513,967 H Shares pursuant to the general mandate.

Details of the above general mandate are as follows:

I. To grant a general and unconditional mandate to the Board to determine to allot, issue and otherwise deal with (including sale and transfer of treasury shares) H Shares or Similar Rights, separately or concurrently, and to determine the terms and conditions for allotting, issuing and dealing with such new H Shares or Similar Rights, including but not limited to:

the class and number of new H Shares and/or Similar Rights proposed to be issued;
the pricing methods, target subscribers, interest rate and issuance/conversion/exercise price (including price range) of the new H Shares and/or Similar Rights;
the commencement and closing dates of the issuance;
the use of proceeds from the new H Shares and/or Similar Rights proposed to be issued;

APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

the class and number of new H Shares and/or Similar Rights proposed to be issued to the existing Shareholders; and/or
to make or grant offers, agreements, share options, conversion rights or other rights (including rights under the equity incentive scheme, unless otherwise provided by applicable laws and regulations) that may be required for the exercise of such rights.

II. The number of the H Shares to be allotted, issued or otherwise dealt with (including sale and transfer of the treasury shares out of treasury, if any) separately or concurrently (whether under a share option or otherwise) by the Board under the general mandate (excluding Shares issued by way of capitalization of reserves) shall not exceed 20% of the number of the Shares in issue (excluding the treasury shares, if any) at the time when this resolution is considered and approved by the Company at the AGM.

III. If the Board has decided to allot, issue and deal with additional Shares or Similar Rights within the Issuance Relevant Period (as defined below), and the Company has obtained the relevant approval, permission or registration (if applicable) from the regulatory authorities within the validity period of authorization, the Board may complete the relevant allotment, issuance and disposal during the effective period of such approval, permission or registration.

IV. To authorize the Board to obtain approval from all relevant government departments and/or regulatory authorities (if applicable) in accordance with applicable laws as amended from time to time (including but not limited to the Company Law, the Securities Law of the People's Republic of China, the Listing Rules, or the applicable laws and regulations of the regulatory authorities in the place where the Company's shares are listed), and exercise general mandate.

V. To authorize the Board to approve, execute and do or procure to be executed and done, all such documents, deeds and matters as it may consider necessary in connection with the allotment, issuance and disposal of any new H Shares pursuant to the exercise of the general mandate, complete necessary formalities and procedures, and take other necessary actions.

VI. To authorize the Board at the time of allotment of new H Shares and after the completion of the issuance, to increase the registered capital of the Company and make appropriate and necessary amendments to the Articles of Association in accordance with the method and number of the allotment and issuance of new H Shares of the Company and the shareholding structure of the Company upon completion of the allotment and issuance of new H Shares.

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APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

VII. The general mandate shall be valid from the date when this resolution is considered and approved by the AGM to the following date, whichever is the earliest (the "Issuance Relevant Period"):

the expiration of 12 months from the date when this resolution is considered and approved at the AGM;
the conclusion of the 2025 annual general meeting of the Company; or
the date on which the mandate granted under this resolution is revoked or amended by the Shareholders at any general meeting by way of special resolution.

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as a special resolution for consideration and approval at the AGM.

XIV. PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO REPURCHASE H SHARES

In order to seize market opportunities, maintain the stability of the Company's operation, development and share price, protect the long-term interests of investors and promote the maximization of the Shareholders' value, a general mandate is proposed to be granted to the Board at the AGM to repurchase H Shares ("H Share Repurchase Mandate"). The Board will only repurchase H Shares to the extent that the repurchase of H Shares is beneficial to the Company and the Shareholders as a whole.

Details of the H Share Repurchase Mandate are as follows:

I. To grant a general and unconditional mandate to the Board to determine to repurchase and deal with the H Shares. The authorization granted to the Board includes but is not limited to:

Formulating and implementing specific repurchase plans, including but not limited to determining the timing of repurchase, repurchase period, repurchase price, repurchase quantity, etc.;
Notifying the creditors and making an announcement in accordance with the provisions of the Company Law and other relevant laws, regulations and normative documents and the Articles of Association;
Opening an overseas stock account and handling the corresponding changes of the foreign exchange registration procedures;

APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

Fulfilling the relevant approval and filing procedures (if any) in accordance with the requirements of the regulatory authorities and the Hong Kong Stock Exchange;
Handling the matters related to the transfer or cancellation of the repurchased shares, reducing the registered capital, making amendments to the Articles of Association in relation to the total share capital, shareholding structure and other relevant contents, and fulfilling the relevant statutory registration and filing procedures within and outside the PRC;
Signing and handling other documents and matters related to share repurchase.

Pursuant to the above approvals, the total number of H Shares that the Company is authorized to repurchase during the Repurchase Relevant Period (as defined below) shall not exceed 10% of the total number of H Shares (excluding the treasury shares, if any) in issue and listed on the Hong Kong Stock Exchange as at the date on which this resolution is considered and approved at the AGM.

II. The H Share Repurchase Mandate shall be subject to the fulfillment of all of the following conditions precedent:

The obtaining of approvals from all competent regulatory authorities (if applicable) in accordance with the laws and regulations in the PRC;
Pursuant to the Company Law and the notice procedures stipulated in the Articles of Association, in the event no creditor requires the Company to repay or provide security for any amount owed by the Company to the creditor, or if any of the Company's creditors requires the Company to repay or provide security, the Company has, at its sole and absolute discretion, made repayments or provided security for such amount. If the Company decides to repay any amount to any of its creditors, the Company will use internal funds to repay such amount.

III. The "Repurchase Relevant Period" in this resolution refers to the period commencing on the date on which this resolution is considered and approved at the AGM and ending at the earliest of:

the expiration of 12 months from the date on which this resolution is considered and approved at the AGM;
the conclusion of the 2025 annual general meeting of the Company; or
the date on which the mandate granted under this resolution is revoked or amended by the Shareholders at any general meeting by way of special resolution.
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APPENDIX I

MATTERS TO BE RESOLVED AT THE AGM

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the H Share Repurchase Mandate is set out in Appendix V to this circular.

This resolution was considered and approved by the Board on March 27, 2025 and is being proposed as a special resolution for consideration and approval at the AGM.

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APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

In 2024, in accordance with the Company Law, the Securities Law of the People's Republic of China, the Corporate Governance Code in Appendix C1 to the Listing Rules, the Articles of Association and other relevant regulations, the independent non-executive Directors acted according to the laws and regulations, and exercised due diligence during his/her term of office, and expressed independent and objective opinions on major matters considered by the Board. Their work safeguarded the legitimate rights and interests of all Shareholders, particularly minority Shareholders. The report on the performance of duties of the independent non-executive Directors for 2024 is set out below:

I. PARTICULARS OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The independent non-executive Directors have the professional knowledge required to perform their duties, extensive experience in the industry and the ability to exercise independent judgment. The biographical details of the current independent non-executive Directors are as follows:

Ms. YU Lixin (虞麗新), Chinese Certified Public Accountant, managing partner of Talent Certified Public Accountants (Special General Partnership). She is currently an independent director of a number of listed companies in China and has over 30 years of experience in the financial field.

Mr. LIU Xiangdong (劉向東), is a professor and doctoral supervisor at the Business School of the Renmin University of China. He was a member of the school council, director of the development planning division, and vice dean of Business School of the Renmin University of China. His main research interests include industrial economics, e-commerce theory and practice, digital transformation, and retail and distribution economics.

Mr. DIAO Yang (刁揚), co-founder of Parantoux Capital Limited (藍藤資本有限公司), has over 17 years of experience in corporate finance and has deep insights and opinions of China's technology, media and communications and consumer goods industries. He formerly served as the managing director of the investment banking department of China Renaissance Securities (Hong Kong) Limited, the managing director of the global investment banking department of J.P. Morgan Securities (Asia Pacific) Limited, and the associate of Morgan Stanley Asia Limited.

The independence of the independent non-executive Directors is not affected by any relationship with the Company, or by the Company's major Shareholders, de facto controller, or other units or individuals with an interest in the Company.

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APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

II. PARTICIPATION IN THE BOARD (INCLUDING SPECIAL COMMITTEES) AND ATTENDANCE AT THE GENERAL MEETING

In 2024, the Company convened 6 Board meetings, 7 audit committee meetings, 4 remuneration and appraisal committee meetings, 3 strategy committee meetings and 2 nomination committee meetings. Independent non-executive Director, YU Lixin, attended 6 Board meetings, 7 audit committee meetings and 4 remuneration and appraisal committee meetings; independent non-executive Director, LIU Xiangdong, attended 6 Board meetings, 7 audit committee meetings, 4 remuneration and appraisal committee meetings, 2 nomination committee meetings and 1 strategy committee meeting; independent non-executive Director, Diao Yang, attended 6 Board meetings, 2 nomination committee meetings and 3 audit committee meetings. In 2024, the independent non-executive Directors did not raise any objection to the resolutions considered by the Board and its special committees.

In 2024, independent non-executive Director, YU Lixin attended 3 general meetings; independent non-executive Director, LIU Xiangdong attended 3 general meetings; independent non-executive Director, Diao Yang attended 3 general meetings.

III. MATTERS OF KEY CONCERN TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS IN THEIR ANNUAL DUTIES

(I) Connected (related) transactions

In 2024, the Company had no connected (related) transactions of significance. We were of the view that: The daily connected (related) transactions of the Company were in compliance with the principles of fairness, justice and openness and strictly fulfilled the disclosure obligations of connected (related) transactions. The relevant connected (related) Directors abstained from voting. The pricing principles of the connected (related) transactions between the Company and the connected (related) parties were fair and reasonable, without detriment to the interests of the Company and minority Shareholders. The consideration and voting of the relevant resolutions were in strict accordance with the Articles of Association and the Measures for the Administration of Connected Transactions of the Company, and the decision-making procedures were legal and compliant.

(II) External guarantee and capital occupation

In 2024, the Company provided guarantees for the external financing activities of its high-quality subsidiaries which was not only conducive to the Company's business development and the virtuous cycle for the Company's supply chain system but also in line with the Company's operational realities and overall development strategy. The decision-making procedures of the Company's external guarantees were in compliance with relevant laws, rules and regulations as well as the provisions of the Articles of Association. In 2024, there was neither guarantee for nor capital occupation by the controlling shareholder, the de facto controller and the enterprises under its control.

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

(III) Appointment and removal as well as remuneration and appraisal of senior management

In 2024, the Company’s operation and management team was stable and there were no dismissals of senior management, except for the departure of Mr XING Jun. The remuneration of the senior management of the Company is in compliance with the requirements of the Company’s performance appraisal and relevant remuneration system, and the payment of remuneration is in compliance with the requirements of relevant laws, the Articles of Association and rules and regulations.

(IV) Re-appointment of auditor

In 2024, the independent non-executive Directors carefully considered the Resolution on the Engagement of Auditor for 2024. Upon review, KPMG possesses the statutory qualification to provide audit services for listed companies. KPMG has the necessary professional competence, investor protection ability, independence, and good integrity. It has the experience and ability to provide audit services to listed companies and can meet the future audit requirements of the Company. All independent non-executive Directors agreed to appoint KPMG as the financial report auditor of the Company for 2024.

(V) Regarding the implementation of equity incentive plans

In 2024, the Company granted 413,000 RSUs. The Company’s implementation of granting RSUs can establish and improve the Company’s long-term incentive and restriction mechanism, fully mobilize employees’ motivation, and promote the improvement of the Company’s operating results. It is conducive to the Company’s long-term and sustainable development. There are no circumstances that are detrimental to the interests of the Company and all Shareholders. The assessment system of the RSUs is comprehensive, integrated and operable, and the setting of assessment indicators is scientific and reasonable. It also has a constraining effect on the incentive objects and can achieve the assessment purpose of the incentive scheme. All the independent non-executive Directors unanimously agreed to the matter.

(VI) Profit distribution

In 2024, in accordance with the relevant provisions of the Company Law and the Articles of Association on profit distribution, and in order to achieve sustainable, stable and healthy development of the Company and better safeguard the long-term interests of all Shareholders, the Company decided not to distribute profits. We were of the view that it was in compliance with the relevant provisions of the Articles of Association on profit distribution and conducive to the stable operation and sustainable development of the Company, without detriment to the interests of minority Shareholders.

APPENDIX II

2024 WORK REPORT OF

INDEPENDENT NON-EXECUTIVE DIRECTORS

(VII) Implementation of internal control

In 2024, in accordance with the provisions of the Basic Standard for Enterprise Internal Control and its supporting guidelines and other internal control regulatory requirements, the Company proactively identified and evaluated internal control risks and identified internal control deficiencies. Based on its internal control policy and evaluation methods, the Company prepared the 2024 Evaluation Report on Internal Control which evaluated the effectiveness of internal control of key business processes and key control links. The construction of the internal control system is solid and orderly and operates effectively.

(VIII) Others

In 2024, in strict accordance with the relevant laws and regulations and the Articles of Association, we performed our duties as independent non-executive Directors faithfully, diligently and conscientiously, and exercised our due functions and power prudently, conscientiously and objectively, to secure the sustainable growth of the Company's operation. We paid continuous attention to the implementation and improvement of the Company's policies of operation, management and internal control, the implementation of Board resolutions, financial management, progress of member operation and investment development and other related matters. We also identified problems in the Company's operation and potential risk factors, and made professional suggestions for the Company's decision-making and risk prevention.

IV. OVERALL EVALUATION

As the independent non-executive Directors, during the performance of their duties in 2024, they complied with the provisions of relevant domestic and overseas laws and regulations, conscientiously and faithfully performed the duties conferred by relevant laws and regulations and the Articles of Association, gave full play to their business expertise, and actively participated in the decision-making on major matters of the Company, and expressed their opinions prudently and objectively, promoted the scientific and efficient decision-making of the Board, and diligently performed the duties of independent non-executive Directors.

Huitongda Network Co., Ltd.
Independent non-executive Directors
Ms. YU Lixin, Mr. LIU Xiangdong and
Mr. DIAO Yang

March 27, 2025

APPENDIX III

BIOGRAPHICAL DETAILS OF CANDIDATES FOR THE DIRECTORS OF THE FOURTH SESSION OF THE BOARD

Candidate for Non-executive Director (currently the chairman of the Board)

Mr. WANG Jianguo, aged 64, is the founder of the Group and has been the chairman of the Board and a non-executive Director since November 2015. He is mainly responsible for presiding over the decision-making of external affairs and strategic development of the Group.

Mr. Wang has over 20 years of experience in retail business and corporate management. He worked at the Department of Commerce of Jiangsu Province (江蘇省商業廳) from July 1981 to April 1993, and served as the general manager of Jiangsu Wujiaohua Corporation (江蘇省五金交電化工總公司), a state-owned company mainly engaged in the sales of household appliances, where he was primarily responsible for its overall management from April 1993 to June 2002. He served as the chairman of the board and the president of Five Star Appliance from December 1998 to February 2009, and Mr. Wang has not held any direct or indirect equity interest in Five Star Appliance since February 2009. Mr. Wang has been the chairman of the board of Five Star Holdings since February 2009.

Mr. Wang serves as the chairman of the board of Kidswant Children Products Co., Ltd. (孩子王兒童用品股份有限公司, a company engaged in the sales and service of maternal and children products which is listed on the ChiNext, stock code: 301078) since June 2012. He also serves as an independent non-executive director at Honma Golf Limited (本間高爾夫有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 6858), and Simcere Pharmaceutical Group Limited (先聲藥業集團有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 2096), since September 2016 and November 2019, respectively.

Mr. Wang obtained a master's degree in Business Management from The Australian National University upon completion of the Executive Master of Business Administration ("EMBA") programme in July 2004. He completed all the requirements prescribed by Shanghai Advanced Institute of Finance for the DBA (Doctor of Business Administration) in Global Finance Program (上海高級金融學院全球金融DBA項目) in July 2018. He also obtained a Ph.D. in Business Administration in Global Finance from Arizona State University, U.S.A. in May 2018.

Mr. Wang has been the vice chairman of Jiangsu General Chamber of Commerce since December 2014. He was awarded the Service Industry Professional Special Contribution Award (服務業專業人才特別貢獻獎) by Jiangsu Provincial People's Government in October 2014. He was also granted the Outstanding Achievement Award by the China Chain Store & Franchise Association (中國連鎖業成就獎) in November 2012. He was elected as the Model Worker of the National Business System (全國商務系統勞動模範) by the Ministry of Personnel and the Ministry of Commerce of the PRC in 2007.

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APPENDIX III

BIOGRAPHICAL DETAILS OF CANDIDATES FOR THE DIRECTORS OF THE FOURTH SESSION OF THE BOARD

As at the Latest Practicable Date, Mr. Wang holds 39,516,334 H Shares and 114,439,526 Domestic Shares as a beneficial owner. Meanwhile, he indirectly controls 99% equity interest in Nanjing Yuanbai Enterprise Management Centre (Limited Partnership) through Five Star Holdings, a company in which he is entitled to exercise approximately 68.14% of the voting rights. Nanjing Yuanbai Enterprise Management Centre (Limited Partnership) holds 2,991,759 H Shares and 8,664,152 Domestic Shares. Therefore, he is deemed to be interested in the Shares held by Nanjing Yuanbai Enterprise Management Centre (Limited Partnership) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Candidates for Executive Directors

Mr. XU Xiuxian, aged 61, is the co-founder of the Group and has been an executive Director and the chief executive officer of the Company since its inception. He is mainly responsible for leading the business development of the Group and presiding over the decision-making and execution of the major business, development and investment plans.

Mr. Xu has more than 20 years of experience in retail business and corporate management. Mr. Xu served as the section chief of the Consumer Price Office of the Department of Commerce of Jiangsu Province (江蘇省商業廳物價處); the manager of Jiangsu Wujiaohua Corporation, where he was responsible for the air-conditioning business from March 1993 to November 1998; the general manager of Jiangsu Xingpu Technology Trading Co., Ltd. (江蘇星普科技貿易有限公司), a home appliance trading company, where he was primarily responsible for its overall operation and management from November 1998 to December 2004, and an executive vice president of Five Star Appliance from December 2004 to March 2009.

Mr. Xu graduated from Hangzhou Business School (杭州商學院) (currently known as Zhejiang Gongshang University (浙江工商大學)) in the PRC with a bachelor's degree in Business and Enterprise Management in July 1983. He subsequently completed postgraduate courses in Global Economy at the School of Economics of Fudan University (復旦大學) in Shanghai, the PRC in June 2000 and obtained an EMBA degree from Cheung Kong Graduate School of Business (長江商學院) in Beijing, the PRC in September 2011.

Mr. Xu was recognized for his excellence in leadership and obtained the award of National Trade and Circulation Services Model Workers and Advanced Workers (全國商貿流通服務業勞動模範和先進工作者) in September 2015, and won the 2018 China Electronic Appliances Service Association Outstanding President Award (中國家電服務業省市同業行業協會優秀會長) in January 2019, and was also named one of the China Industrial Internet TOP 10 Leaders 2019 (中國產業互聯網十大領軍人物) in July 2019, and obtained the China Electrical Appliances Industry Outstanding Leader Award 2019 (中國家電行業卓越領袖獎) in October 2019.

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APPENDIX III

BIOGRAPHICAL DETAILS OF CANDIDATES FOR THE DIRECTORS OF THE FOURTH SESSION OF THE BOARD

As at the Latest Practicable Date, Mr. Xu holds 18,295,661 H Shares and 52,984,339 Domestic Shares as a beneficial owner. In addition, he is deemed to be interested in 18,000 vested but not exercised RSUs and 254,000 unvested RSUs (representing 18,000 H Shares and 254,000 H Shares, respectively) granted under the RSU Scheme.

Mr. ZHAO Liangsheng, aged 50, has been an executive Director since May 2021, and has been the senior vice president and chief financial officer of the Company since January 2013. He also served as the secretary to the Board from January 2013 to September 2023. Mr. Zhao is primarily responsible for overseeing the Group's financial affairs.

Mr. Zhao has more than 20 years of experience in financial management. Mr. Zhao served as a project manager of Jiangsu Tianheng Certified Public Accountants Co., Ltd. (江蘇天衡會計師事務所有限公司) (currently known as Talent Certified Public Accountants (Special General Partnership) (天衡會計師事務所(特殊普通合夥))) from July 1998 to April 2004; a financial director in Zhejiang Yulong Industrial Co., Ltd. (浙江裕隆實業股份有限公司), where he was primarily responsible for the overall financial management, from May 2004 to September 2005; an audit manager in Zhengda Tianqing Pharmaceutical Group Co., Ltd. (正大天晴藥業集團股份有限公司), where he was primarily responsible for the internal auditing, from October 2005 to December 2007; a deputy general manager of Nanjing Shangde Investment Management Co., Ltd. (南京上德投資管理有限公司) from 2007 to 2009; and the chief financial officer of Five Star Holdings from 2009 to 2012.

Mr. Zhao has been a certified public accountant conferred by the Certified Accounting Examination Committee of the Ministry of Finance (財政部註冊會計考試委員會) since June 2001. Mr. Zhao obtained his bachelor's degree in Business Management (Accounting) from Southeast University (東南大學) in Nanjing, the PRC in June 1998.

As at the Latest Practicable Date, Mr. Zhao is deemed to be interested in 10,000 vested but not exercised RSUs and 142,000 unvested RSUs (representing 10,000 H Shares and 142,000 H Shares, respectively) granted under the RSU Scheme.

Mr. SUN Chao, aged 37, has been an executive Director since February 2023, and has been a vice president of the Company since July 2015, primarily responsible for assisting the president of the Company with operation and management of the Group and the member stores. Mr. Sun held directorship or managerial positions at several subsidiaries within the Group, including the chairman of the board of directors of Jiangsu Wokewang Information Technology Co., Ltd (江蘇我可網信息科技有限公司) from April 2018 to January 2023, a general manager of Huitong Datatech Smart Technology Co., Ltd. (匯通數科智能科技有限公司) since September 2019 and an executive director and a general manager of Nanjing Shumei Network Technology Co., Ltd. (南京市數美網絡科技有限公司) (currently known as Nanjing Shumei Health Technology Co., Ltd. (南京數美健康科技有限公司)) from January 2020 to September 2024. Prior to joining the Group, he served as a project team member and a general manager of Haier Mall of Haier Group E-commerce Co., Ltd. (海爾集團電子商務有限公司), where he was primarily responsible for the operation of Haier e-commerce platform from May 2009 to November 2010 and from November 2010 to July 2015, respectively.

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APPENDIX III

BIOGRAPHICAL DETAILS OF CANDIDATES FOR THE DIRECTORS OF THE FOURTH SESSION OF THE BOARD

Mr. Sun obtained a bachelor’s degree in management in E-commerce from Shandong University of Science and Technology (山東科技大學) in the PRC in June 2010, and a master’s degree in Business Administration from Fudan University (復旦大學) in the PRC in January 2020. Mr. Sun received the Prize of CTOA Most Influential Technological Leadership (CTOA最具領導力技術領袖獎); was nominated for the Nanjing High-level Talents 2019 (南京市高層次人才) in January 2019; was awarded the Prize of CTDC Internet Industry Technological Leadership Outstanding Figures 2018 (CTDC互聯網行業技術領導力風雲人物獎); and won the first place in National Internet Commerce Innovative Application Competition 2009 (全國網絡商務創新應用大賽) in May 2009.

As at the Latest Practicable Date, Mr. Sun is deemed to be interested in 10,000 vested but not exercised RSUs and 118,000 unvested RSUs (representing 10,000 H Shares and 118,000 H Shares, respectively) granted under the RSU Scheme.

Candidates for Non-executive Directors (excluding the chairman of the Board)

Mr. CAI Zhongqiu, aged 54, has been a non-executive Director since May 2021 and is primarily responsible for participating in evaluation and approval of business plans, strategies and major decisions of the Group through the Board. Mr. Cai served as the investment director from August 2016 to August 2018, the executive director from August 2018 to December 2024, and the deputy general manager of SDIC Chuangyi Industry Fund Management Co., Ltd. (國投創益產業基金管理有限公司) since December 2024.

Mr. Cai has extensive experience in equity investment and corporate management. Mr. Cai obtained a doctoral degree in Management Engineering in June 2011 from the China University of Mining and Technology (Beijing) (中國礦業大學北京分校) in the PRC.

Ms. XU Di, aged 36, has been a non-executive Director since March 2025. She has been working at Alibaba Group Holding Limited, a company listed on the Hong Kong Stock Exchange (stock code: 9988 (HKD counter) and 89988 (RMB counter)) and the New York Stock Exchange (stock code: BABA), since July 2017, and is currently serving as an investment director; and she has been a non-executive director of Red Star Macalline Group Corporation Ltd., a company listed on the Hong Kong Stock Exchange (stock code: 1528) and the Shanghai Stock Exchange (stock code: 601828), since August 2023.

From September 2010 to August 2011, Ms. Xu served as a research analyst at China International Capital Corporation Limited, a company listed on the Hong Kong Stock Exchange (stock code: 3908) and the Shanghai Stock Exchange (stock code: 601995); from September 2011 to July 2013, she served as an investment analyst at International Financial Corporation; and from August 2015 to July 2017, she served as the associate director of investment at CICC ALPHA (Beijing) Investment Fund Management Co., Ltd.

Ms. Xu graduated from the Wharton School of the University of Pennsylvania in June 2015 with a master’s degree in business administration.

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APPENDIX III

BIOGRAPHICAL DETAILS OF CANDIDATES FOR THE DIRECTORS OF THE FOURTH SESSION OF THE BOARD

Candidates for Independent Non-executive Directors

Ms. YU Lixin, aged 59, has been an independent non-executive Director since June 2022. Ms. Yu has been serving as the managing partner of Talent Certified Public Accountants (Special General Partnership) since November 2013; an independent director of Gstarsoft Co., Ltd. (蘇州浩辰軟件股份有限公司) (a company listed on the STAR Market of the PRC (stock code: 688657)) since November 2020; an independent director of Jinling Hotel Corporation, Ltd. (金陵飯店股份有限公司) (a company listed on the Shanghai Stock Exchange (stock code: 601007)) since June 2022; and an independent director of GEN-S Power Group Co., Ltd. (庚星能源集團股份有限公司) (a company listed on the Shanghai Stock Exchange (stock code: 600753)) since July 2024.

From August 1987 to November 2013, Ms. Yu successively served as an audit assistant, project manager, department manager and deputy general manager of Jiangsu Accounting Firm (currently known as Talent Certified Public Accountants (Special General Partnership)). From October 2018 to March 2022, Ms. Yu served as an independent director of Jiangsu Hualan New Pharmaceutical Materials Co., Ltd. (江蘇華蘭藥用新材料股份有限公司) (a company listed on the Growth Enterprise Market of the PRC (stock code: 301093)); an independent director of Jiangsu Efful Science and Technology Co., Ltd. (一夫科技股份有限公司) from June 2019 to April 2022; and an independent director of Wuxi DK Electronic Materials Co., Ltd. (無錫帝科電子材料股份有限公司) (a company listed on the Growth Enterprise Market of the PRC (stock code: 300842)) from April 2018 to May 2023.

Ms. Yu graduated from Soochow University with a bachelor's degree in economics in July 1987. She was accredited as a Chinese Certified Public Accountant by the Chinese Institute of Certified Public Accountants in October 1992.

Mr. LIU Xiangdong, aged 58, has been an independent non-executive Director since May 2021. He is responsible for supervising and providing independent advice to the Board.

Mr. Liu has been working at Renmin University of China (中國人民大學) with his current position as a professor. He was an independent non-executive Director of Shanghai Laiyifen Co., Ltd. (上海來伊份股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 603777) from November 2016 to November 2022.

Mr. Liu obtained his bachelor's degree, master's degree and doctoral degree in Economics from Renmin University of China in the PRC in July 1988, July 1991 and June 2002, respectively.

Mr. DIAO Yang, aged 51, has been an independent non-executive Director since November 2023. Mr. Diao has over 18 years of experience in corporate finance and has deep insights and opinions on China's technology, media and communications and consumer goods industries.

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APPENDIX III

BIOGRAPHICAL DETAILS OF CANDIDATES FOR THE DIRECTORS OF THE FOURTH SESSION OF THE BOARD

Mr. Diao founded Paradigm Advisors Holdings (Hong Kong) Limited (騰達資本顧問有限公司) in November 2016 and has been serving as its director since then. He has been the co-founder of Parantoux Capital Limited (藍藤資本有限公司) since March 2016. From October 2014 to April 2016, he worked as a managing director of the investment banking department of China Renaissance Securities (Hong Kong) Limited. He worked at J.P. Morgan Securities (Asia Pacific) Limited from May 2006 to October 2014, where his last position was a managing director at the global investment banking department. He worked as an associate at Morgan Stanley Asia Limited from July 2005 to April 2006. Since October 2023, Mr. Diao has served as an independent non-executive director at Tian Tu Capital Co., Ltd. (深圳市天圖投資管理股份有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 1973) and the National Equities Exchange and Quotations (stock code: 833979.NQ).

Mr. Diao obtained his bachelor's degree in economics from Connecticut College in the United States in May 1997, and obtained his master's degree in business administration from Columbia Business School in the United States in May 2001.

Overview

According to the Articles of Association, each term of office of a Director is three years and subject to the provisions of the Articles of Association, a Director shall be eligible to be re-elected upon the expiry of the term of office.

The term of office of the above-mentioned Director candidates will commence from the date of approval at the AGM to the expiration of the term of the fourth session of the Board. Non-executive Directors will not receive their remuneration from the Company during their terms of office. The remuneration of the executive Directors during their terms of office shall be determined in accordance with the remuneration management measures of the Company, which mainly consists of basic remuneration, performance-based remuneration and welfare income, etc., among which, the performance-based remuneration shall be determined mainly based on the operating results of the Group and individual performance. Each independent non-executive Director receives an annual allowance of RMB120,000 from the Company during their terms of office. The Company will disclose the remuneration of the Directors when determined. For details of remuneration, please refer to the annual report to be published by the Company in due course.

Save as disclosed in this circular, as at the Latest Practicable Date, each of the above-mentioned candidates for the Directors has confirmed that: (i) they have not held any other directorships in any listed companies, in Hong Kong or overseas, in the last three years, nor any other positions within the Group; (ii) they do not have any relationship with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; (iii) they do not have or are not deemed to have any interests or short positions in the shares, underlying shares or bonds of the Company or its associated corporation(s) within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iv) they have not been subject to any penalties imposed by the China Securities Regulatory Commission and other relevant departments, or any stock exchange disciplinary action; and (v) there is no other information relating to their appointment that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders or the Hong Kong Stock Exchange.

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APPENDIX IV

BIOGRAPHICAL DETAILS OF CANDIDATE FOR NON-EMPLOYEE REPRESENTATIVE SUPERVISOR OF THE FOURTH SESSION OF THE BOARD OF SUPERVISORS

Candidate for Non-employee Representative Supervisor

Mr. LI Wei, aged 48, has been a Supervisor since June 2020 and is primarily responsible for supervising the Board and overseeing the operations of the Company. He has also served as the assistant to the president and chief executive officer of business division of the Company since March 2019.

Mr. Li has over 25 years of experience in retail and distribution business. Mr. Li successively served as the head of the air conditioner business division of Five Star Appliance; a deputy general manager of Jiangsu Xingpu Science and Technology Trading Co., Ltd. (江蘇星普科貿有限公司), a home appliance trading company, where he was primarily responsible for assisting the general manager for the internal management and the sales of air conditioner from October 2002 to February 2009; a general manager of Jiangsu Sanchuang Trading Co., Ltd. (江蘇三創商貿有限公司), a home appliance trading company, where he was primarily responsible for the sales management of air conditioners and washing machines, from March 2009 to September 2014; a general manager of the Sunan branch of the Company from December 2014 to December 2018; and a director of the platform support center of the Company from December 2018 to December 2019.

Mr. Li obtained an associate degree in marketing from Jiangsu Provincial Party School of the Chinese Communist Party (江蘇省委黨校) in October 1998.

As at the Latest Practicable Date, Mr. Li holds 745,591 H Shares and 2,159,237 Domestic Shares as beneficial owner. In addition, he is deemed to be interested in 96,000 unvested RSUs (representing 96,000 H Shares) granted under the RSU Scheme.

Overview

According to the Articles of Association, each term of office of a Supervisor is three years and subject to the provisions of the Articles of Association, a Supervisor shall be eligible to be re-elected upon the expiry of the term of office.

The term of office of the above-mentioned candidate for non-employee representative Supervisor will commence from the date of approval at the AGM to the expiration of the term of the fourth session of the Board of Supervisors. The remuneration of the Supervisors during their terms of office shall be determined in accordance with the remuneration management measures of the Company, which mainly consists of basic remuneration, performance-based remuneration and welfare income, among which, the performance-based remuneration shall be determined mainly based on the operating results of the Group and individual performance. The Company will disclose the remuneration of the Supervisors when determined. For details of remuneration, please refer to the annual report to be published by the Company in due course.

APPENDIX IV

BIOGRAPHICAL DETAILS OF CANDIDATE FOR NON-EMPLOYEE REPRESENTATIVE SUPERVISOR OF THE FOURTH SESSION OF THE BOARD OF SUPERVISORS

Save as disclosed in this circular, as at the Latest Practicable Date, the above-mentioned candidate for non-employee representative Supervisor has confirmed that: (i) he has not held any other directorships in any listed companies, in Hong Kong or overseas, in the last three years, nor any other positions within the Group; (ii) he does not have any relationship with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company; (iii) he does not have or is not deemed to have any interests or short positions in the shares, underlying shares or bonds of the Company or its associated corporation(s) within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iv) he has not been subject to any penalties imposed by the China Securities Regulatory Commission and other relevant departments, or any stock exchange disciplinary action; and (v) there is no other information relating to his appointment that is required to be disclosed pursuant to Rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders or the Hong Kong Stock Exchange.

30 -

APPENDIX V EXPLANATORY STATEMENT ON THE H SHARE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the special resolution to be proposed at the AGM in relation to the granting of the H Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 562,569,837 Shares, including 382,303,498 Domestic Shares and 180,266,339 H Shares. The Company does not hold any treasury shares.

Subject to the passing of the special resolution at the AGM in respect of the granting of the H Share Repurchase Mandate to the Board and on the basis that the total number of the issued H Shares (excluding the treasury shares, if any) remains unchanged on the date of the AGM, i.e. being 180,266,339 H Shares, the Directors would be authorized under the H Share Repurchase Mandate to repurchase, during the period in which the H Share Repurchase Mandate remains in force, a maximum of 18,026,633 H Shares, representing 10% of the total number of H Shares in issue (excluding the treasury shares, if any) as at the date of the AGM.

2. REASONS FOR H SHARE REPURCHASE

The Directors believe that the granting of the H Share Repurchase Mandate is in the best interests of the Company and the Shareholders.

When exercising the H Share Repurchase Mandate, depending on the market conditions at the relevant time of repurchase and the Company's funding management needs, the Directors may resolve to either cancel the repurchased H Shares following any relevant repurchase settlement or hold such H Shares as the treasury shares. The cancellation of repurchased H Shares may result in an increase in the net asset value per share and/or earnings per share, but this will depend on the market conditions and funding arrangements at the time. On the other hand, repurchased H Shares held by the Company as the treasury shares may be resold in the market at market price to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association and the laws of China. Repurchase of H Shares will only be conducted when the Board considers that such repurchase will be in the interests of the Company and the Shareholders as a whole.

3. FUNDING OF SHARE REPURCHASE

The Company may only apply funds legally available for H Share repurchase in accordance with its Articles of Association, the laws of the PRC and/or any other applicable laws, as the case may be.

APPENDIX V EXPLANATORY STATEMENT ON THE H SHARE REPURCHASE MANDATE

4. IMPACT OF SHARE REPURCHASE

There might be an adverse impact on the working capital or gearing levels of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2024) in the event that the H Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the H Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF H SHARES

The highest and lowest monthly prices per Share at which H Shares have traded on the Hong Kong Stock Exchange during the period of twelve months prior to the Latest Practicable Date were as follows:

Month	Highest HK$	Lowest HK$
April 2024	31.50	28.00
May 2024	30.30	25.80
June 2024	28.20	24.00
July 2024	26.40	19.82
August 2024	23.50	20.00
September 2024	22.60	18.34
October 2024	26.65	17.66
November 2024	22.15	18.52
December 2024	19.00	16.48
January 2025	18.82	14.00
February 2025	22.00	13.74
March 2025	18.20	13.32
April 2025 (up to the Latest Practicable Date)	13.72	10.24

6. GENERAL INFORMATION

None of the Directors, to the best of their knowledge and having made all reasonable enquiries, nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any H Shares to the Company in the event that the granting of the H Share Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to repurchase H Shares pursuant to the H Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the PRC.

APPENDIX V EXPLANATORY STATEMENT ON THE H SHARE REPURCHASE MANDATE

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the granting of the H Share Repurchase Mandate is approved by the Shareholders.

Once the H Shares are repurchased by the Company, the Shareholders’ rights attached to the repurchased H Shares will be suspended. The Company will, upon completion of the share repurchase, give clear written instruction to the Company’s H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited and the relevant broker to update the record to clearly identify the repurchased H Shares held in CCASS as treasury shares.

There is nothing unusual in this explanatory statement or the proposed H Share Repurchase Mandate.

7. TAKEOVERS CODE

If as a result of a repurchase and cancellation of H Shares pursuant to the H Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate his/her/its or their control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, Mr. WANG Jianguo directly held 39,516,334 H Shares and 114,439,526 Domestic Shares, Nanjing Yuanbai Enterprise Management Centre (Limited Partnership) directly held 2,991,759 H Shares and 8,664,152 Domestic Shares, and Mr. WANG Jianguo indirectly controlled 99% equity interest in Nanjing Yuanbai Enterprise Management Centre (Limited Partnership) through Five Star Holdings (a company in which Mr. WANG Jianguo was entitled to exercise approximately 68.14% voting rights). Therefore, Mr. WANG Jianguo was deemed to be interested in the Shares held by Nanjing Yuanbai Enterprise Management Centre (Limited Partnership). In the event that the Directors exercise in full the power to repurchase H Shares under the proposed H Share Repurchase Mandate and proceed the cancellation of the repurchased H Shares, the aggregate shareholding in the issued Share of Mr. WANG Jianguo would be increased from approximately 29.44% to approximately 30.41%.

The Directors consider that such increase in shareholding may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

APPENDIX V EXPLANATORY STATEMENT ON THE H SHARE REPURCHASE MANDATE

The Directors do not intend to exercise the H Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of H Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Hong Kong Stock Exchange.

Save as disclosed above, the Directors are not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law.

H SHARE REPURCHASE MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Hong Kong Stock Exchange or otherwise).

34 -

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

汇通达

HUITONGDA

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 annual general meeting (the “AGM”) of Huitongda Network Co., Ltd. (the “Company”) will be held at 2:00 p.m. on Wednesday, May 21, 2025 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:

ORDINARY RESOLUTIONS

To consider and approve the 2024 work report of the Board of the Company.
To consider and approve the 2024 work report of independent non-executive Directors of the Company.
To consider and approve the 2024 work report of the Board of Supervisors of the Company.
To consider and approve the 2024 final accounts report of the Company.
To consider and approve the 2025 financial budget report of the Company.
To consider and approve the 2024 profit distribution plan of the Company.
To consider and approve the resolution on the proposed election of Directors of the fourth session of the Board:

7.1 To consider and approve the resolution on the election of Mr. Wang Jianguo as a non-executive Director of the fourth session of the Board.
7.2 To consider and approve the resolution on the election of Mr. Cai Zhongqiu as a non-executive Director of the fourth session of the Board.
7.3 To consider and approve the resolution on the election of Ms. Xu Di as a non-executive Director of the fourth session of the Board.

35 -

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

7.4 To consider and approve the resolution on the election of Mr. Xu Xiuxian as an executive Director of the fourth session of the Board.

7.5 To consider and approve the resolution on the election of Mr. Zhao Liangsheng as an executive Director of the fourth session of the Board.

7.6 To consider and approve the resolution on the election of Mr. Sun Chao as an executive Director of the fourth session of the Board.

7.7 To consider and approve the resolution on the election of Ms. Yu Lixin as an independent non-executive Director of the fourth session of the Board.

7.8 To consider and approve the resolution on the election of Mr. Liu Xiangdong as an independent non-executive Director of the fourth session of the Board.

7.9 To consider and approve the resolution on the election of Mr. Diao Yang as an independent non-executive Director of the fourth session of the Board.

To consider and approve the resolution on the proposed election of Supervisor of the fourth session of the Board of Supervisors:

8.1 To consider and approve the resolution on the election of Mr. Li Wei as a non-employee representative Supervisor of the fourth session of the Board of Supervisors.

To consider and approve the resolution on bank credit in 2025.
To consider and approve the resolution on the provision of guarantee for the financing of subsidiaries in 2025.
To consider and approve the resolution on acquiring wealth management products with idle self-owned funds in 2025.
To consider and approve the resolution on the re-appointment of auditor for 2025.
36 -

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

To consider and approve the proposed granting of a general mandate to the Board to issue H Shares.
To consider and approve the proposed granting of a general mandate to the Board to repurchase H Shares.

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

Nanjing, the PRC
April 29, 2025

37 -

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

Notes:

The register of members of the Company will be closed from Friday, May 16, 2025 to Wednesday, May 21, 2025 (both days inclusive) for determining the entitlement of Shareholders to attend and vote at the AGM. To be eligible to attend and vote at the AGM, 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 Thursday, May 15, 2025 (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 Wednesday, May 21, 2025 are entitled to attend and vote at the AGM.
A Shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in his/her/its stead. The proxy need not be a shareholder of the Company but must attend the AGM 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 AGM (i.e. before 2 p.m. on Tuesday, May 20, 2025) 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 AGM or any adjournment thereof should they so wish at that time.

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.
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 2024 Annual General Meeting will be conducted by poll.
The AGM is expected to last for half a day. Shareholders or their proxies attending the AGM (and any adjournment thereof) shall produce their identity documents. Shareholders or their proxies attending the AGM shall be responsible for their own traveling and accommodation expenses.
For details of the resolutions, please refer to the circular (the "Circular") of the Company dated April 29, 2025. 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 Ms. XU Di; and the independent non-executive Directors, namely Ms. YU Lixin, Mr. LIU Xiangdong and Mr. DIAO Yang.

38 -

AI assistant

Huitongda Network Co., Ltd. — Proxy Solicitation & Information Statement 2025

14887_rns_2025-04-28_33f855ab-52a4-4527-9b0b-08dfee824303.pdf

DEFINITIONS

汇通达

HUITONGDA

Huitongda Network Co., Ltd.

匯通達網絡股份有限公司

1. INTRODUCTION

2. MATTERS TO BE RESOLVED AT THE AGM

3. AGM AND VOTING METHOD

4. RECOMMENDATION

I. 2024 WORK REPORT OF THE BOARD

II. 2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

III. 2024 WORK REPORT OF THE BOARD OF SUPERVISORS

IV. 2024 FINAL ACCOUNTS REPORT

V. 2025 FINANCIAL BUDGET REPORT

VI. 2024 PROFIT DISTRIBUTION PLAN

VII. PROPOSED ELECTION OF DIRECTORS FOR THE FOURTH SESSION OF THE BOARD

VIII. PROPOSED ELECTION OF SUPERVISOR FOR THE FOURTH SESSION OF THE BOARD OF SUPERVISORS

X. PROVISION OF GUARANTEE FOR THE FINANCING OF SUBSIDIARIES IN 2025

XI. ACQUIRING WEALTH MANAGEMENT PRODUCTS WITH IDLE SELF-OWNED FUNDS IN 2025

(I) Investment amount

(II) Investment variety

(III) Investment risk analysis and risk control measures

1. Investment risk

2. Risk control measures

XIII. PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO ISSUE H SHARES

XIV. PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO REPURCHASE H SHARES

II. PARTICIPATION IN THE BOARD (INCLUDING SPECIAL COMMITTEES) AND ATTENDANCE AT THE GENERAL MEETING

III. MATTERS OF KEY CONCERN TO THE INDEPENDENT NON-EXECUTIVE DIRECTORS IN THEIR ANNUAL DUTIES

(I) Connected (related) transactions

(II) External guarantee and capital occupation

(III) Appointment and removal as well as remuneration and appraisal of senior management

(IV) Re-appointment of auditor

(V) Regarding the implementation of equity incentive plans

(VI) Profit distribution

(VII) Implementation of internal control

(VIII) Others

IV. OVERALL EVALUATION

Candidate for Non-executive Director (currently the chairman of the Board)

Candidates for Executive Directors

Candidates for Non-executive Directors (excluding the chairman of the Board)

Candidates for Independent Non-executive Directors

Overview

Candidate for Non-employee Representative Supervisor

Overview

1. SHARE CAPITAL

2. REASONS FOR H SHARE REPURCHASE

3. FUNDING OF SHARE REPURCHASE

4. IMPACT OF SHARE REPURCHASE

5. MARKET PRICES OF H SHARES

6. GENERAL INFORMATION

7. TAKEOVERS CODE

汇通达

HUITONGDA

Huitongda Network Co., Ltd.

匯通達網絡股份有限公司

NOTICE OF THE 2024 ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

More from Huitongda Network Co., Ltd.

Huitongda Network Co., Ltd. Proxy Solicitation & Information Statement 2025