Jiangsu Lopal Tech. Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 9, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Jiangsu Lopal Tech. Co., Ltd., you should at once hand this circular to the purchaser or transferee or to the bank, stock broker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Jiangsu Lopal Tech. Co., Ltd.

江蘇龍蟠科技股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2465)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
(2) PROPOSED CHANGE OF THE BUSINESS SCOPE;
(3) PROPOSED APPOINTMENT OF INTERNATIONAL AUDITOR; AND
(4) NOTICE OF 2024 SIXTH EXTRAORDINARY GENERAL MEETING

All capitalized terms used in this circular have the meanings set out in the section headed "Definitions" in this circular. A letter from the Board is set out on pages 3 to 7 of this circular.

The EGM will be held on December 30, 2024 at 2nd Floor, Large Conference Room, No. 6 Hengtong Avenue, Nanjing Economic and Technological Development Zone, Nanjing, Jiangsu Province, PRC. The notice convening the EGM is set out on pages EGM-1 and EGM-2 of this circular.

A form of proxy for use at the EGM will be despatched on December 10, 2024, and published on the website of the HKEX (www.hkexnews.hk) and the website of the Company (www.lopal.cn). If you intend to appoint a proxy to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and, in any event, not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

December 10, 2024

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CONTENTS

Pages

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I — PROPOSED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION ... 8
NOTICE OF 2024 SIXTH EXTRAORDINARY GENERAL MEETING ... EGM-1

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DEFINITIONS

"A Share(s)"
ordinary share(s) issued by the Company, with a nominal value of RMB1.00 each, which is/are listed on the Shanghai Stock Exchange and domestic share(s) traded in RMB

"Appointment"
the proposed appointment of Moore CPA Limited as the appointed auditor of the Company, subject to the approval of the Shareholders at the EGM

"Articles of Association"
the articles of association of the Company (as amended from time to time)

"Audit Committee"
the audit committee of the Board

"Board"
the board of directors of the Company

"Company"
Jiangsu Lopal Tech. Co., Ltd. (江蘇龍蟠科技股份有限公司), a joint stock company incorporated in the PRC with limited liability whose A Shares are listed on the Shanghai Stock Exchange (stock code: 603906) and H Shares are listed on the Hong Kong Stock Exchange (stock code: 2465)

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

"EGM"
the 2024 sixth extraordinary general meeting of the Company to be held at 2nd Floor, Large Conference Room, No. 6 Hengtong Avenue, Nanjing Economic and Technological Development Zone, Nanjing, Jiangsu Province, PRC, on Monday, December 30, 2024 at 2 p.m. or any adjournment thereof

"H Share(s)"
ordinary share(s) issued by the Company with a nominal value of RMB1.00 each, which is/are listed on the Hong Kong Stock Exchange and overseas listed foreign share(s) traded in Hong Kong dollars

"HKEX"
Hong Kong Exchanges and Clearing Limited

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

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

"Moore CPA Limited" or "Moore"
Moore CPA Limited, the proposed international auditor of the Company to be approve and appoint at the EGM

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

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DEFINITIONS

"RMB" Renminbi, the lawful currency of the PRC

"Share(s)" comprising A Share(s) and H Share(s)

"Shareholder(s)" Shareholder(s) of the Company, including holder(s) of A Share(s) and holder(s) of H Share(s)

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LETTER FROM THE BOARD

Jiangsu Lopal Tech. Co., Ltd.

江蘇龍蟠科技股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2465)

Executive Directors:
Shi Junfeng
Lu Zhenya
Qin Jian
Shen Zhiyong
Zhang Yi

Non-executive Director:
Zhu Xianglan

Independent Non-executive Directors:
Li Qingwen
Ye Xin
Geng Chengxuan
Hong Kam Le

To the Shareholders
Dear Sir or Madam,

Registered Office:
No. 6 Hengtong Avenue
Nanjing Economic and Technological
Development Zone
PRC

Principal Place of Business in Hong Kong:
46/F, Hopewell Centre
183 Queen's Road East
Wan Chai
Hong Kong

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
(2) PROPOSED CHANGE OF THE BUSINESS SCOPE;
(3) PROPOSED APPOINTMENT OF INTERNATIONAL AUDITOR; AND
(4) NOTICE OF 2024 SIXTH EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular, of which this letter forms a part, is to provide you with the information regarding certain resolutions to be considered at the EGM and to set out the notice of the EGM, and to provide you with all reasonable and necessary information to enable you to make an informed decision on whether to vote on the resolutions to be proposed at the EGM.

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LETTER FROM THE BOARD

At the EGM, (a) a special resolution will be considered and, if thought fit, approved the proposed amendments to the Articles of Association and the proposed change of the business scope; and (b) an ordinary resolution will be considered and, if thought fit, approved the proposed appointment of international auditor.

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated December 9, 2024 in relation to, among others, the consideration and approval of the proposed amendments to the Articles of Association by the Board.

The Board proposes to make amendments to the Articles of Association to reflect the changes in the registered capital as a result of the listing of the H Shares and the scope of business of the Company and the completeness of the Articles of Association.

The amendments to the Articles of Association are subject to Shareholders' approval at the EGM and will become effective upon the passing of the relevant special resolution at the EGM. Detailed information of the proposed amendments is set out in the Appendix I to this circular.

The proposed amendments to the Articles of Association are subject to the consideration and approval by the Shareholders at the EGM through a special resolution, together with the proposed change of the business scope. The proposed amendments to the Articles of Association were prepared in the Chinese language. The English translation is for reference only. In the event of any discrepancy between the Chinese and the English version of the proposed amendments to the Articles of Association, the Chinese version shall prevail.

1. PROPOSED CHANGE OF THE BUSINESS SCOPE

Reference is made to the announcement of the Company dated December 9, 2024 in relation to, among others, the change of the business scope. The Company intends to put forward to the Shareholders a proposal to change the scope of business of the Company and amend: general projects: sales of lubricating oil; sales of special chemical products (excluding hazardous chemicals); sales of petroleum products (excluding hazardous chemicals); wholesales of auto parts; auto parts retail; sales of chemical products (excluding licensed chemical products); technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; sales of disinfectants (excluding hazardous chemicals); technology import and export; import and export of goods; and licensed projects: production of disinfectants (excluding hazardous chemicals); road cargo transport (excluding dangerous goods) (save as licensed business, projects that are not prohibited or restricted by laws or regulations may be independently operated in accordance with laws).

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LETTER FROM THE BOARD

The proposed change of the scope of business shall be conditional upon the following conditions being satisfied:

(1) approving the change of the scope of business by Shareholders at the EGM by way of a special resolution, together with proposed amendments to the Articles of Association; and

(2) upon completion of the relevant approval, filing and/or registration procedures in the PRC.

3. PROPOSED APPOINTMENT OF INTERNATIONAL AUDITOR

Reference is made to the announcement of the Company dated December 9, 2024 in relation to, among others, the proposed appointment of international auditor of the Company by the Board.

At the 28th meeting of the 4th session of the Board convened on December 9, 2024, the Board, with the recommendation of the Audit Committee, proposed for Shareholders to appoint Moore CPA Limited (“Moore”) as the international auditor of the Company for the year 2024 with a tentative total audit fees of RMB1.6 million. The Board requests shareholders confer authorization upon the management to adjust and finalize the audit fee. This determination will be based on prevailing market conditions, the specific scope of audit services rendered, the requisite qualifications and allocation of audit personnel, the overall workload involved, and the fee structure standards set forth by the accounting firm.

The Board and the Audit Committee in proposing the appointment of Moore as the international auditor of the Company have considered:

1. Moore acted as the international auditor and reporting accountant of the Company’s initial public offering of its H Shares on The Stock Exchange of Hong Kong Limited in October 2024 and provided professional services that effectively assist the listing; and

2. to ensure the continuity of annual auditing work of the Company.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the eligibility to attend and vote at the EGM, the register of members of the Company will be closed from December 23, 2024 to December 30, 2024, both days inclusive. During such period, no transfer of the Company’s H Shares will be registered. Holders of the H Shares of the Company whose names appear on register of members of H Shares of the Company on December 23, 2024 will be entitled to attend the EGM. In order to be eligible to attend and vote at the EGM, holders of H Shares of the Company whose transfers of Shares have not been registered shall deposit the transfer documents together with the relevant share certificates with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on December 20, 2024.

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LETTER FROM THE BOARD

EGM

The EGM will be held at 2nd Floor, Large Conference Room, Jiangsu Lopal Tech. Co., Ltd., No. 6 Hengtong Avenue, Nanjing Economic and Technological Development Zone, on Monday, December 30, 2024 at 2 p.m. The notice of the EGM and the form of proxy for use at the EGM will be despatched to the Shareholders on December 10, 2024. The aforesaid documents are also published on the website of the HKEX (www.hkexnews.hk) and the website of the Company (www.lopal.com.cn). No Shareholders has a material interest in any of the resolutions to be proposed at the EGM and is required to abstain from voting at the EGM. No Directors has a material interest in any of the resolutions to be proposed at the EGM.

In order to be valid, the form of proxy of the holders of H Shares together with the power of attorney or other authorization document (if any) signed by the authorized person or notarially certified power of attorney must be deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the EGM if he/she so wishes.

RECOMMENDATIONS

The Board believes that all the resolutions set out in the notice of the EGM for the Shareholder's consideration and approval have no material impact on Shareholders' rights, meet the needs of business development of the Company and have no adverse impact on the business operation of the Company. The Board believes that the proposed change of the scope of business and proposed amendments to the Articles of Association are in the interests of the Company and its Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions as set out in the notice of the EGM.

RESPONSIBILITY STATEMENT

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

VOTING BY POLL AT THE EGM

Voting on all the resolutions to be proposed at the EGM will be taken by poll in accordance with the Rule 13.39(4) of the Hong Kong Listing Rules.

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LETTER FROM THE BOARD

In the event of any discrepancy between the English translation and the Chinese version of this circular, the Chinese version shall prevail.

By order of the Board
Jiangsu Lopal Tech. Co., Ltd.
SHI Junfeng
Chairman

Nanjing, PRC, December 10, 2024

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before the proposed amendments	After the proposed amendments
Article 3

...

After filing with the CSRC on [•] and approval by The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Stock Exchange”, and together with “Shanghai Stock Exchange”, collectively the “Stock Exchanges”) on [•], the Company initially issued to the public [•] overseas listed shares (hereinafter referred to as the “H Shares”) and over-allotted [•] H Shares. The aforesaid H Shares were listed on the Main Board of the Hong Kong Stock Exchange on [•] and [•], respectively. | Article 3

...

After filing with the CSRC on January 17, 2024 and approval by The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Stock Exchange”, and together with “Shanghai Stock Exchange”, collectively the “Stock Exchanges”) on October 29, 2024, the Company initially issued to the public 100,000,000 overseas listed shares (hereinafter referred to as the “H Shares”). The aforesaid H Shares were listed on the Main Board of the Hong Kong Stock Exchange on October 30, 2024. |
| Article 6

The registered capital of the Company is RMB[•]. | Article 6

The registered capital of the Company is RMB665,078,903. |

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Before the proposed amendments	After the proposed amendments
Article 14

As approved by the company registration authorities, the Company's scope of business comprises: general projects: lubricating oil processing and manufacturing (excluding hazardous chemicals) and sales of lubricating oil; sales of special chemical products (excluding hazardous chemicals); manufacturing of petroleum products (excluding hazardous chemicals); sales of petroleum products (excluding hazardous chemicals); wholesales of auto parts; auto parts retail; production of chemical products (excluding licensed chemical products); sales of chemical products (excluding licensed chemical products); technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; sales of disinfectants (excluding hazardous chemicals); technology import and export; import and export of goods; and licensed projects: production of disinfectants (excluding hazardous chemicals); road cargo transport (excluding dangerous goods) (save as licensed business, projects that are not prohibited or restricted by laws or regulations may be independently operated in accordance with laws).

... | Article 14

As approved by the company registration authorities, the Company's scope of business comprises: general projects: sales of lubricating oil; sales of special chemical products (excluding hazardous chemicals); sales of petroleum products (excluding hazardous chemicals); wholesales of auto parts; auto parts retail; sales of chemical products (excluding licensed chemical products); technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; sales of disinfectants (excluding hazardous chemicals); technology import and export; import and export of goods; and licensed projects: production of disinfectants (excluding hazardous chemicals); road cargo transport (excluding dangerous goods) (save as licensed business, projects that are not prohibited or restricted by laws or regulations may be independently operated in accordance with laws).

... |
| Article 19

The total number of shares of the Company is [•], all being ordinary shares. | Article 19

The total number of shares of the Company is 665,078,903, all being ordinary shares. |
| Article 196

Upon consideration and approval at the general meeting, these Articles of Association shall come into force and be implemented from the date when the H Shares issued by the Company are filed with the CSRC and listed on the Hong Kong Stock Exchange. | Article 196

These Articles of Association shall come into force upon consideration and approval at the general meeting. |
| Jiangsu Lopal Tech. Co., Ltd. [•] | Jiangsu Lopal Tech. Co., Ltd. December, 2024 |

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NOTICE OF 2024 SIXTH EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

Lopal

龙蟠科技

Jiangsu Lopal Tech. Co., Ltd.

江蘇龍蟠科技股份有限公司

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

(Stock Code: 2465)

NOTICE OF 2024 SIXTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 sixth extraordinary general meeting (the "EGM") of Jiangsu Lopal Tech. Co., Ltd. (the "Company") will be held at 2nd Floor, Large Conference Room, No. 6 Hengtong Avenue, Nanjing Economic and Technological Development Zone, Nanjing, Jiangsu Province, PRC on Monday, December 30, 2024 at 2 p.m., for the purpose of considering and, if thought fit, approving the following resolutions. Unless the context otherwise indicated, the capitalized terms and expressions used herein shall have the same meanings as those defined in the circular of the Company dated December 10, 2024 (the "Circular").

ORDINARY RESOLUTION

1. To appoint Moore as an international auditor of the Company.

SPECIAL RESOLUTION

1. To consider and approve the proposed change in the Company's registered capital, business scope and the proposed amendments to the Articles of Association.

By order of the Board

Jiangsu Lopal Tech. Co., Ltd.

SHI Junfeng

Chairman

Nanjing, PRC, December 10, 2024

As at the date of this notice, the members of the board of directors of the Company comprises Mr. SHI Junfeng, Mr. LU Zhenya, Mr. QIN Jian, Mr. SHEN Zhiyong and Mr. ZHANG Yi as executive directors; Ms. ZHU Xianglan as non-executive director; Mr. LI Qingwen, Mr. YE Xin, Ms. GENG Chengxuan and Mr. HONG Kam Le as independent non-executive directors.

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NOTICE OF 2024 SIXTH EXTRAORDINARY GENERAL MEETING

Notes:

1. The voting at the EGM will be conducted by way of poll.

2. For the purpose of determining the eligibility to attend and vote at the EGM, the register of members of the Company will be closed from December 23, 2024 to December 30, 2024, both days inclusive. During such period, no transfer of the Company’s H Shares will be registered. Holders of the H Shares of the Company whose names appear on register of members of H Shares of the Company on December 23, 2024 will be entitled to attend the EGM. In order to be eligible to attend and vote at the EGM, holders of H Shares of the Company whose transfers of Shares have not been registered shall deposit the transfer documents together with the relevant share certificates with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on December 20, 2024.

3. Each Shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his or her behalf. A proxy needs not be a Shareholder.

4. Special resolution at a general meeting shall be passed by two-thirds or above of the voting rights held by shareholders (including their proxies) attending the general meeting.

5. The form of proxy must be signed by the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, the instrument must be either under its common seal or signed by the director or his/her attorney duly authorized. If the instrument is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

6. In order to be valid, the form of proxy of the holders of H Shares together with the power of attorney or other authorization document (if any) signed by the authorized person or notarially certified power of attorney must be deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the EGM if he/she so wishes.

7. The EGM is expected to last for no more than half a day. Shareholders or their proxies attending the meeting are responsible for their own transportation and accommodation expenses. Shareholders or their proxies attending the meeting shall produce their identity documents.

8. All times refer to Hong Kong local time, except as otherwise stated.

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