Inspur Digital Enterprise Technology Limited — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and the Stock Exchange 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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, registered institution in securities, a bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Inspur Digital Enterprise Technology Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

inspur 浪潮

INSPUR DIGITAL ENTERPRISE TECHNOLOGY LIMITED
浪潮數字企業技術有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

(1) GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES
(2) RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING MORE THAN NINE YEARS
(3) DECLARATION OF FINAL DIVIDEND AND
(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting ("AGM") of Inspur Digital Enterprise Technology Limited to be held at Flats B&C, 30/F., Tower A, Billion Center, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on Tuesday, 17 June 2025 at 10:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

Whether or not you intend to attend the AGM, you are requested to complete the form of proxy and return the same to the office of the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the meeting (or any adjourned meeting). Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting (or any adjourned meeting) if you so wish.

28 April 2025

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CONTENTS

Page

DEFINITIONS ... 1

LETTER FROM THE BOARD ... 3
Introduction ... 3
Issue Mandate and Repurchase Mandate ... 4
Re-election of Directors and Continuous Appointment of Independent Non-executive Directors Serving More than Nine Years ... 4
Final Dividend ... 6
Re-appointment of Auditors ... 6
AGM ... 6
Proxy Arrangement ... 7
Voting by Poll ... 7
Responsibility Statement ... 7
Recommendation ... 7
General ... 7

APPENDIX I — Explanatory Statement ... I-1

APPENDIX II — Details of Directors Proposed to be Re-elected at the AGM and Continuous Appointment of Independent Non-executive Directors Serving More Than Nine Years ... II-1

NOTICE OF AGM ... AGM-1

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DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be held at Flats B&C, 30/F., Tower A, Billion Center, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on Tuesday, 17 June 2025 at 10:00 a.m.

"Articles of Association"
the articles of association of the Company as amended, supplemented or modified from time to time

"associates"
has the meaning ascribed thereto in the Listing Rules

"Board"
the board of Directors

"Company"
Inspur Digital Enterprise Technology Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange (Stock Code: 596)

"Director(s)"
the director(s) of the Company

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Issue Mandate"
the general mandate proposed to be granted to the Directors at the AGM to issue further new Shares not exceeding 20% of the issued share capital of the Company at the date of the passing of such resolution

"Latest Practicable Date"
24 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"PRC"
the People's Republic of China, and for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region and Taiwan

"Repurchase Mandate"
the repurchase mandate proposed to be granted to the Directors at the AGM to repurchase up to 10% of the issued share capital of the Company at the date of the passing of such resolution

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• 2 -

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital of the Company
“Shareholder(s)”	holder(s) of the Share(s) from time to time
“Stock Exchange”	the Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Codes on Takeovers and Mergers and Share Buy-backs
“%”	per cent

The English text of this circular, the notice of the AGM and accompanying form of proxy shall prevail over their respective Chinese text in case of inconsistency.

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LETTER FROM THE BOARD

inspur 浪潮

INSPUR DIGITAL ENTERPRISE TECHNOLOGY LIMITED

浪潮數字企業技術有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 596)

Executive Directors:
Mr. Zhao Zhen (Chairman)
Mr. Wang Yusen
Mr. Cui Hongzhi

Non-executive Director:
Ms. Li Chunxiang

Independent non-executive Directors:
Mr. Wong Lit Chor, Alexis
Ms. Zhang Ruijun
Mr. Ding Xiangqian

Registered Office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands

Head office and Principal Place of
Business in Hong Kong:
Flat B & C, 30/F., Tower A, Billion Centre
1 Wang Kwong Road, Kowloon Bay
Kowloon, Hong Kong

28 April 2025

To the Shareholders

Dear Sir/Madam,

(1) GENERAL MANDATES TO ISSUE NEW SHARES AND
REPURCHASE BY THE COMPANY OF ITS OWN SHARES
(2) RE-ELECTION OF RETIRING DIRECTORS AND
CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE
DIRECTORS SERVING MORE THAN NINE YEARS
(3) DECLARATION OF FINAL DIVIDEND
AND
(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the notice of AGM together with the all the information in relation to the resolutions to be proposed at the AGM on, amongst other things, (i) the Issue Mandate and the Repurchase Mandate; (ii) the retiring Directors and continuing appointment of independent non-executive Director who has served for more than nine years; (iii) the re-appointment of auditor of the Company; and (iv) the proposed declaration and payment of a final dividend, so as to enable you to make an informed decision on whether to vote for or against the resolutions relating to these matters at the AGM.

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LETTER FROM THE BOARD

PROPOSED ISSUE MANDATE AND REPURCHASE MANDATE

The Issue Mandate and the Repurchase Mandate shall be effective until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company; or
(b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any applicable law, to be held; or
(c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

Issue Mandate

The Company had in issue an aggregate of 1,141,920,731 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the Issue Mandate and in accordance with the terms therein, the Company would be allowed to allot and issue up to a maximum of 228,384,146 Shares, representing 20% of the total issued Shares at the time of the passing of the resolution approving the General Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM.

Subject to the passing of the following ordinary resolution regarding the Repurchase Mandate, an ordinary resolution will also be proposed at the AGM to authorize the Directors to issue new Shares in an amount not exceeding the aggregate nominal amount of the Shares repurchased pursuant to the Repurchase Mandate.

Repurchase Mandate

At the AGM, an ordinary resolution will be proposed to grant the Repurchase Mandate to the Directors. An explanatory statement, as required by the Listing Rules to provide the requisite information in connection with the Repurchase Mandate, is set out in Appendix I.

RE-ELECTION OF DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING MORE THAN NINE YEARS

Pursuant to Article 87(1), one-third of the Directors for the time being, or if their number is not three or a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation at least once every 3 years at every annual general meeting. A retiring Director shall be eligible for re-election.

Pursuant to Article 86(3), the Directors shall have the power from time to time at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any director so appointed by Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election.

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LETTER FROM THE BOARD

In accordance with Articles 86(3) and 87(1), Mr. Wang Yusen (“Mr. Wang”), Mr. Wong Lit Chor, Alexis (“Mr. Wong”) and Mr. Ding Xiangqian (“Mr. Ding”) shall retire from their offices as Directors. Being eligible, Mr. Wang will offer himself for re-election as an executive Director and Mr. Wong and Mr. Ding will offer themselves for re-election as independent non-executive Directors.

At the AGM, ordinary resolutions will be proposed to re-elect Mr. Wang who offers himself for re-election as an executive Director and to re-elect Mr. Wong and Mr. Ding who offers themselves for re-election as independent non-executive Directors.

The Nomination Committee has assessed the independence of all independent non-executive Directors and, in particular, Mr. Wong and Mr. Ding, with (i) Mr. Wong having been appointed as an independent non-executive Director, a member of the nomination committee of the Company and the chairman of each of the remuneration committee and the audit committee of the Company for more than 9 years; and (ii) Mr. Ding having been appointed as an independent non-executive Director and a member of the audit committee of the Company for more than 9 years.

Pursuant to paragraph B.2.3 of the Corporate Governance Code contained in Appendix C1 to the Listing Rules, it is recommended that an independent non-executive Director serving more than nine years shall be assessed for their continued independence. If an independent non-executive Director serves more than nine years, any further appointment of such independent non-executive Director should be subject to a separate resolution to be approved by shareholders.

Since each of Mr. Wong and Mr. Ding has been serving as an independent non-executive Director for more than 9 years, a separate resolution will be proposed for each of their re-election at the AGM.

Each of Mr. Wong and Mr. Ding has submitted a written confirmation concerning his independence to the Company according to Rule 3.13 of the Listing Rules. Each of them has confirmed to the Company that there is no subsequent change of circumstances which may affect their independence which would require their to inform the Hong Kong Stock Exchange.

Throughout Mr. Wong’s and Mr. Ding’s directorship with the Company, each of them has participated in Board meetings to give impartial advice and exercise independent judgement, served on various committees of the Board, but have never engaged in any executive management.

Taking into consideration of their independent scope of work in the past years, the Board considers that the long service of Mr. Wong’s and Mr. Ding’s would not affect their exercise of independent judgement and is satisfied that each of Mr. Wong and Mr. Ding has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director.

As such, the Directors consider Mr. Wong and Mr. Ding to be independent under the Listing Rules despite the fact that he has served the Company for more than nine years. The Board believes that Mr. Wong’s and Mr. Ding’s continued tenure brings considerable stability to the Board and the Board has benefited greatly from the presence of Mr. Wong and Mr. Ding who has over time gained valuable insight into the Group.

Particulars relating to the above-named Directors are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

FINAL DIVIDEND

As stated in the announcement issued by the Company dated 31 March 2025 relating to the annual results of the Group for the year ended 31 December 2024, the Board recommended the declaration and the payment of a final dividend of HK$0.08 per share for the year ended 31 December 2024 (the “Proposed Final Dividend”) to Shareholders whose names appear on the register of members of the Company on Friday, 4 July 2024. The Proposed Final Dividend is subject to approval by the Shareholders as an ordinary resolution at the AGM. If the resolution in relation to the Proposed Final Dividend is passed at the AGM, the proposed final dividend will be payable on Friday, 8 August 2025.

For determining the entitlement to the Proposed Final Dividend (subject to approval by Shareholders at the AGM). The register of members of the Company will be closed from Tuesday, 1 July 2025 to Friday, 4 July 2025, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for the Proposed Final Dividend, all properly completed transfer forms, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m., Monday, 30 June 2025.

PROPOSED RE-APPOINTMENT OF AUDITORS

SHINEWING (HK) CPA Limited is proposed to be re-appointed as the independent auditors of the Company to hold office until the conclusion of the next annual general meeting at the AGM in accordance with the ordinary resolutions set out in the notice of the AGM, and it is also proposed that the Board be authorised to fix their remuneration for the year of 2025.

AGM

Set out on pages AGM-1 to AGM-5 of this circular is the notice of the AGM at which, among other things, resolutions will be proposed to approve the Issue Mandate, the Repurchase Mandate, the proposed declaration and payment of a final dividend, and the re-election of retiring Directors.

Closure of Register of Members

The register of members of the Company will be closed from Thursday, 12 June 2025 to Tuesday, 17 June 2025, both days inclusive, during such period no transfer of Shares will be registered. In order to qualify for attendance of the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712—1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 11 June 2025.

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LETTER FROM THE BOARD

Proxy Arrangement

A form of proxy for use at the AGM is enclosed and such form of proxy is also published at the website of the Stock Exchange at www.hkexnews.hk. Whether or not you propose to attend the AGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event the form of proxy shall be deemed to be revoked.

Voting by Poll

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions proposed at the AGM shall be voted by poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

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

RECOMMENDATION

The Directors consider that the above proposed resolutions referred to in this circular and the AGM Notice are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions as set out in the AGM Notice.

GENERAL

Your attention is drawn to the information set out in the appendices to this circular.

Yours faithfully

For and on behalf of the Board

Inspur Digital Enterprise Technology Limited

Mr. Zhao Zhen

Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. LISTING RULES RELATING TO THE REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the main board of the Stock Exchange to purchase their securities subject to certain restrictions.

All proposed repurchases of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval and that the shares to be repurchased must be fully paid up. A maximum of 10% of the issued share capital as at the date of passing the relevant resolution may be repurchased on the Stock Exchange.

The Repurchase Mandate would continue in force until the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held or the Repurchase Mandate is revoked or varied by an ordinary resolution in a general meeting by Shareholders, whichever is the earliest.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were 1,141,920,731 Shares in issue. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 114,192,073 Shares representing 10% of the issued share capital of the Company as at the Latest Practicable Date.

1. REASONS FOR REPURCHASES

Although the Directors have no present intention of repurchasing the Shares, they believe that it is in the interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

1. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company and the Articles of Association and the applicable laws and regulations of the Cayman Islands.

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APPENDIX I

EXPLANATORY STATEMENT

5. IMPACT ON REPURCHASES

Whilst the Repurchase Mandate, if exercised in full, may have a material adverse impact on the working capital or gearing position of the Company, as compared with the position disclosed in the audited consolidated financial statements contained in the Company's Annual Report for the year ended 31 December 2024. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6. MARKET PRICES OF SHARES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the twelve months before the Latest Practicable Date were as follows:

	Price per Share
	Highest (HK$)	Lowest (HK$)
2024
April	3.93	3.13
May	4.36	3.79
June	3.78	3.08
July	3.48	2.87
August	3.51	2.75
September	3.73	2.60
October	4.54	3.25
November	3.40	3.06
December	3.76	3.18
2025
January	4.41	3.51
February	5.79	4.41
March	6.66	5.13
April (up to the Latest Practicable Date)	7.22	5.23

7. GENERAL INFORMATION AND UNDERTAKINGS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company or any of its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell any Shares to the Company, or have undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

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APPENDIX I

EXPLANATORY STATEMENT

8. UNDERTAKINGS

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.

9. IMPLICATIONS ON TAKEOVERS CODE AND PUBLIC FLOAT

If as a result of a repurchase of Shares, 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, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date and according to the register of substantial Shareholders’ interests in Shares kept under section 336 of Part XV of the SFO, Inspur Group Limited (taken to be interested in these Shares through its wholly owned subsidiaries) was interested in aggregate of 621,661,646 Shares, representing approximately 54.44% of the entire issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interests of Inspur Group Limited in the total voting rights of the Shares would be increased to approximately 60.49% of the entire issued share capital of the Company. Such increase would not give Inspur Group Limited to an obligation to make a mandatory offer under rule 26 of the Takeover Code.

Save as aforesaid, the Directors are not aware of any consequences of any purchases made under the Repurchase Mandate which may arise under the Takeovers Code.

Accordingly, save as disclosed above, the Directors are not aware of any consequences which may arise under the Takeovers Code as consequences of any purchase made under the Repurchase Mandate. In addition, the Company may not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

10. SHARES REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING MORE THAN NINE YEARS

The following are the particulars of the biographical details of the Directors proposed to be re-elected at the AGM in accordance with the Articles:

EXECUTIVE DIRECTOR

Mr. Wang Yusen ("Mr. Wang")

Experience

Mr. Wang Yusen, aged 41, is a senior accountant. He graduated from Shandong University and obtained his bachelor's degree in management in 2006. Mr. Wang served Inspur Group Limited as the manager of the accounting department at the finance center, and as the deputy manager of the fund management department. He was also the director, deputy general manager and the chief risk management officer of Inspur Group Finance Co., Ltd. Currently, Mr. Wang is the deputy general manager and chief financial officer of Inspur Genersoft Co., Ltd, a wholly-owned subsidiary of the Company.

Length of Service

Mr. Wang Yusen entered into a service agreement for his directorship with the Company for an initial term of three years commencing from 24 May 2024 and each party is entitled to terminate the agreement by giving the other party not less than one month's prior written notice.

Relationships

Mr. Wang Yusen is currently the Chief Financial Officer of the company. Save as disclosed above, Mr. Wang has no relationship with any directors, senior management or substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Wang does not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Interest in Shares

So far as the Directors are aware as at the Latest Practicable Date, Mr. Wang Yusen is holding share options granted by the Company to subscribe for up to 250,000 Shares at an exercise price of HK$4.72 per Share. Save as disclosed above, Mr. Wang does not have, and is not deemed to have any interests or short position in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING MORE THAN NINE YEARS

Director's emoluments

Under the service agreement, Mr. Wang Yusen will not receive any director's emoluments from the Company for his appointment as a Director. The emoluments to be received by Mr. Wang as the Chief Financial Officer of the Company is determined with reference to the Company's relevant policies, as set up by the Remuneration Committee on the basis of his merit, qualifications and competence, and will be further disclosed in the annual audits of the Company.

Matters that need to be brought to the attention of the Shareholders

There is no information that is required to be disclosed in respect of such details set out in paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there are no other matters concerning re-appointment of Mr. Wang as an executive Director that need to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Ding Xiangqian ("Mr. Ding")

Experience

Mr. Ding Xiangqian, aged 63, is currently a professor and a PhD Supervisor at the Ocean University of China (中國海洋大學). Mr. Ding had previously worked as chief manager of the CAD and Multi-media Research Centre (CAD與多媒體研究中心) and the Information Engineering Centre (信息工程中心) at the Ocean University of China, chief manager of academic committee of the Qingdao Internet of Things Association (青島市物聯網協會學術委員會), head of Qingdao Manufacturing Industry Informatization Expert Panel (青島市製造業信息化專家組), expert for informatization of Qingdao Development Reform Committee (青島市發改委), Qingdao Technology Bureau (青島市科技局), Qingdao Economic Information Committee (青島市經信委) etc. Mr. Ding focuses his research on areas such as software engineering and artificial intelligence, etc. Mr. Ding is very experienced in the area of entrepreneurial informatization service and modern service industry technology. At the same time, Mr. Ding is also an expert of the Key Technology Research and Development Program of the Twelfth Five-Year Expert Panel ("十二五"科技支撐計劃現代服務業領域總體專家組) and a member of the Informatization of Advanced Manufacturing in Technology Expert Panel (科技部"十二五"製造業信息化科技工程總體專家組). He had held and participated in over 50 national and provincial lectures, participated in over 30 informatization building projects in large enterprises and has received and obtained 9 provincial technology award and 21 national patent rights. Mr. Ding has also published over 60 academic articles of relevant areas and 3 monographs.

Length of Service

The Company has entered into an appointment letter with Mr. Ding Xiangqian on 11 December 2024. The fixed term of service of Mr. Ding is three years commencing from 11 December 2024 (subject to renewal).

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING MORE THAN NINE YEARS

Mr. Ding has been appointed as an independent non-executive Director for more than nine years. The Company has received from Mr. Ding the confirmation of independence according to Rule 3.13 of the Listing Rules. Throughout Mr. Ding's directorship with the Company, Mr. Ding has participated in Board meetings to give impartial advice and exercise independent judgement, served on various committees of the Board, but have never engaged in any executive management. Taking into consideration of his independent scope of work in the past years, the Board considers that the long service of Mr. Ding would not affect his exercise of independent judgement and is satisfied that Mr. Ding has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director.

As such, the Directors consider Mr. Ding to be independent under the Listing Rules despite the fact that she has served the Company for more than nine years. The Nomination Committee and the Board have assessed and is satisfied of the professionalism, independence, skills, competencies and qualifications of Mr. Ding. The Board believes that Mr. Ding's continued tenure brings considerable stability to the Board and the Board has benefited greatly from the presence of Mr. Ding who has over time gained valuable insight into the Group.

Relationships

So far as at the Latest Practicable Date, Mr. Ding has no relationship with any directors, senior management or substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Ding does not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Interests in Shares

So far as the Directors are aware as at the Latest Practicable Date, Mr. Ding is holding share options granted by the Company to subscribe for up to 200,000 Shares at an exercise price of HK$3.16 per Share. Save as disclosed above, Mr. Ding does not have, and is not deemed to have any interests or short position in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Directors' emoluments

Under the appointment letter entered into between Mr. Ding and the Company on 11 December 2024, Mr. Ding is currently entitled to an annual emoluments of HK$60,000. The amount of the emoluments for Mr. Ding was determined between the parties with reference to his duties, responsibilities.

• II-3 -

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING MORE THAN NINE YEARS

Matters that need to be brought to the attention of the Shareholders

There is no information that is required to be disclosed in respect of such details set out in paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there are no other matters concerning re-appointment of Mr. Ding as an independent non-executive Director that need to be brought to the attention of the Shareholders.

• For identification purposes only

Mr. Wong Lit Chor, Alexis ("Mr. Won")

Experience

Mr. Wong, aged 66, an independent non-executive director, graduated from University of Toronto, Canada, in 1981 with Bachelor of Arts majoring in economics and commerce and has obtained a master of business administration degree from The Chinese University of Hong Kong in 1987. He has over 30 years of banking, investment, corporate finance and securities dealing experience gained by working as a senior executive in a number of listed local and PRC financial services companies.

Length of Service

The Company has entered into a new appointment letter with Mr. Wong on 1 April 2024. The fixed term of service of Mr. Wong is three years with effect from 1 April 2024 subject to renewal. (subject to renewal).

Mr. Wong has been appointed as an independent non-executive Director for more than nine years. The Company has received from Mr. Wong the confirmation of independence according to Rule 3.13 of the Listing Rules. Throughout Mr. Wong's directorship with the Company, Mr. Wong has participated in Board meetings to give impartial advice and exercise independent judgement, served on various committees of the Board, but have never engaged in any executive management. Taking into consideration of his independent scope of work in the past years, the Board considers that the long service of Mr. Wong would not affect his exercise of independent judgement and is satisfied that Mr. Wong has the required character, integrity and experience to continue fulfilling the role of an independent non-executive Director.

As such, the Directors consider Mr. Wong to be independent under the Listing Rules despite the fact that she has served the Company for more than nine years. The Nomination Committee and the Board have assessed and is satisfied of the professionalism, independence, skills, competencies and qualifications of Mr. Wong. The Board believes that Mr. Wong's continued tenure brings considerable stability to the Board and the Board has benefited greatly from the presence of Mr. Wong who has over time gained valuable insight into the Group.

• II-4 -

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APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS SERVING MORE THAN NINE YEARS

Relationships

So far as at the Latest Practicable Date, Mr. Wong has no relationship with any directors, senior management or substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company. Mr. Wong does not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

Interests in Shares

So far as the Directors are aware as at the Latest Practicable Date, Mr. Wong is holding share options granted by the Company to subscribe for up to 200,000 Shares at an exercise price of HK$3.16 per Share. Save as disclosed above, Mr. Wong does not have, and is not deemed to have any other interests or short position in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Directors' emoluments

Under the appointment letter entered into between Mr. Wong and the Company on 1 April 2024, Mr. Wong is currently entitled to an annual emolument of HK$120,000. The amount of the annual emoluments for Mr. Wong was determined between the parties with reference to prevailing market conditions.

Matters that need to be brought to the attention of the Shareholders

There is no information that is required to be disclosed in respect of such details set out in paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there are no other matters concerning re-appointment of Mr. Wong as an independent non-executive Director that need to be brought to the attention of the Shareholders.

• II-5 -

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NOTICE OF THE AGM

inspur 浪潮

INSPUR DIGITAL ENTERPRISE TECHNOLOGY LIMITED
浪潮數字企業技術有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 596)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Inspur Digital Enterprise Technology Limited (the “Company”) will be held Flats B&C, 30/F., Tower A, Billion Center, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on Tuesday, 17 June 2025 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors (the “Director(s)”) and of the independent auditor of the Company for the year ended 31 December 2024.
2. To re-elect Mr. Wang Yusen as executive Director;
3. to re-elect Mr. Ding Xiangqian as an independent non-executive Director who had served the Company for more than nine years as an independent non-executive Director;
4. to re-elect Mr. Wong Lit Chor, Alexis as an independent non-executive Director who had served the Company for more than nine years as an independent non-executive Director
5. to authorise the board of Directors (the “Board”) to fix the Directors’ remuneration;
6. To re-appoint SHINEWING (HK) CPA Limited as auditors of the Company and to authorise the Board to fix their remuneration for the year 2025.
7. To consider and, if thought fit, pass with or without amendments the following resolutions as an ordinary resolution:

“THAT:

(a) subject to paragraph (c) of this resolution, pursuant to the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (the “Shares”) and to make or grant

• AGM-1 -

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NOTICE OF THE AGM

offers, agreements and options (including bonds, warrants, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements or options (including bonds, warrants, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:

(i) a Rights Issue (as hereinafter defined);

(ii) the exercise of rights of subscription or conversion under terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company which carry rights to subscribe for or are convertible into Shares;

(iii) an exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees and/or consultants and/or advisers of the Company and/or any of its subsidiaries or such other persons eligible to participate in any such scheme(s) or arrangement of Shares or rights to acquire Shares; or

(iv) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the articles of association of the Company (the "Articles") from time to time,

shall not exceed 20% of the total number of Shares in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution,

"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company, unless renewed by an ordinary resolution of the Shareholders in a general meeting, either conditionally or subject to condition;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or

• AGM-2 -

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NOTICE OF THE AGM

(iii) the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution passed by the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares, or issue of options, warrants or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares or any class of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares or any class of Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company)."

1. To consider and, if thought fit, pass with or without amendments the following resolutions as an ordinary resolution:

"THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong (the "SFC") and the Stock Exchange for this purpose, subject to and in accordance with the rules and regulations of the SFC and all applicable laws and/or the requirements under the Listing Rules or equivalent rules or regulations of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the total number of Shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of Shares in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

(c) for the purpose of this resolution,

"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company, unless renewed by an ordinary resolution of the Shareholders in a general meeting, either conditionally or subject to condition;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law of the Cayman Islands to be held; or

• AGM-3 -

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NOTICE OF THE AGM

(iii) the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution passed by the shareholders of the Company in general meeting.”

1. To consider and, if thought fit, pass with or without amendments the following resolutions as an ordinary resolution:

“THAT conditional on the passing of ordinary resolutions Nos.8 and 9 above, the general mandate granted to the Directors pursuant to ordinary resolution No. 8 above be and is hereby extended by the addition to the aggregate number of Shares of the Company which may be allotted and issued or dealt with, or agreed to be allotted and issued or dealt with by the Directors pursuant to such general mandate of an amount representing the aggregate number of Shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution No. 9 above, provided that such extended amount shall not exceed 10% of the total number of Shares of the Company in issue as at the date of passing of the resolution No. 9.”

1. To consider and, if thought fit, pass with or without amendments the following resolutions as an ordinary resolution: To declare a final dividend of HK$0.08 per share of the Company for the year ended 31 December 2024 (“Proposed Final Dividend”).

For and on behalf of the Board
Inspur Digital Enterprise Technology Limited
Mr. Zhao Zhen
Chairman

Hong Kong, 28 April 2025

Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands

Head office and Principal Place of Business in Hong Kong:
Flat B & C, 30/F., Tower A
Billion Centre, 1 Wang Kwong Road
Kowloon Bay, Kowloon, Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. Votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting). Completion and return of the form of proxy will not preclude members from attending and voting in person at the above meeting or any adjourned meeting thereof should they so wish. In such case, such form of proxy shall be deemed to be revoked.

2. AGM-4 -

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NOTICE OF THE AGM

1. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

2. For the purpose of determining the Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 12 June 2025 to Tuesday, 17 June 2025, both days inclusive, during such period no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 11 June 2025.

3. In the case of joint holders of shares, any one of such holders may vote at the AGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

4. For determining the entitlement to the Proposed Final Dividend (subject to approval by Shareholders at the AGM). The register of members of the Company will be closed from Tuesday, 1 July 2025 to Friday, 4 July 2025, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for the Proposed Final Dividend, all properly completed transfer forms, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m., Monday, 30 June 2025.

5. Pursuant to Rule 13.39(4) of the Listing Rules, all votes of Shareholders at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the Board comprises Mr. Zhao Zhen, Mr. Wang Yusen and Mr. Cui Hongzhi as executive Directors, Ms. Li Chunxiang as non-executive Director, and Mr. Wong Lit Chor, Alexis, Ms. Zhang Ruijun and Mr. Ding Xiangqian as independent non-executive Directors.

• AGM-5 -