Jiangsu Lopal Tech. Group Co., Ltd. — Proxy Solicitation & Information Statement 2025

Dec 9, 2025

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. Group Co., Ltd.

江蘇龍蟠科技集團股份有限公司

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

(Stock Code: 2465)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Jiangsu Lopal Tech. Group Co., Ltd. (“Company”, together with its subsidiaries, the “Group”) will be held at 2nd Floor, Large Conference Room, No. 6 Hengtong Avenue, Nanjing Economic and Technological Development Zone, Nanjing, Jiangsu Province, PRC on December 31, 2025 at 2:00 p.m. for the purpose of considering, and if thought fit, approving the following resolutions.

Unless otherwise stated, the capitalized terms used herein shall have the same meanings as defined in the circular of the Company dated December 9, 2025 (the “Circular”), of which the notice convening the EGM shall form part.

SPECIAL RESOLUTIONS

1. To consider and approve the “2025 Share Option Incentive Scheme of Jiangsu Lopal Tech. Group Co., Ltd.” and its summary.
2. To consider and approve the “Administrative Measures for the Implementation and Appraisal of the 2025 Share Option Incentive Scheme of Jiangsu Lopal Tech. Group Co., Ltd.”.
3. To consider and approve the resolution to authorise the board of directors of the Company (the “Board”) to deal with matters related to the 2025 Share Option Incentive Scheme of the Company.

---

1. To consider and approve:

(a) that the Existing General Mandates be and are hereby replaced by the New General Mandate;

(b) that, subject to the following provisions of this resolution, the proposed grant of the New General Mandate to the Board to allot, issue and deal with the A Shares and/or H Shares or securities which may be converted into such Shares, options, warrants or similar rights to subscribe for any A shares and/or H Shares (“Similar Rights”) be and is hereby generally and unconditionally approved, and that the Board be and is hereby generally and unconditionally authorized to determine the terms and conditions for the allotment, issuance and disposal of new Shares or Similar Rights;

(c) the number of the A Shares or H Shares (excluding the Shares issued by way of the conversion of capital reserve into share capital) to be allotted, issued and dealt with (whether pursuant to a share option or otherwise) determined by the Board in accordance with the New General Mandate shall not exceed 20% of the total number of Shares in issue (excluding any treasury shares) at the time when this resolution is passed at the EGM;

(d) the effective period of the New General Mandate shall commence from the date of passing of this resolution at the EGM to the earliest of the following dates:

a. the conclusion of the Company’s next annual general meeting to be held in 2026; or

b. the revocation or variation of the New General Mandate granted to the Board under this resolution passed by the shareholders of the Company at the general meeting of the Company; and

(e) that the board of directors of the Company and its delegates (where applicable) be authorized (i) to make amendments to the articles of association of the Company as it thinks fit so as to reflect the new share capital structure upon the issuance or allotment of additional shares of the Company pursuant to the general mandate; and (ii) to approve, execute and implement all such documents, do all such acts and things or take any steps in connection with and to give effect to the New General Mandate to the extent permitted by applicable laws and regulations.

• 2 -

---

ORDINARY RESOLUTIONS

1. To consider and approve the Proposed Provision of Financial Assistance to a Controlled Subsidiary.

2. To consider and approve the extension of the period of 30 days during which the Company’s register of members may be closed under section 632(1) of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (“Companies Ordinance”) during the calendar year 2025 to 60 days pursuant to section 632(3) and section 632(4) of the Companies Ordinance.

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

Nanjing, PRC
December 9, 2025

Notes:

(1) The register of members of the Company will not be closed for the purpose of determining the eligibility to attend and vote at the EGM. Holders of H shares in the share capital of the Company with a nominal value of RMB1.00 each, which are traded in Hong Kong dollar and listed on the Hong Kong Stock Exchange (the “H Shares”), whose names appear on the registers of members of the Company on December 23, 2025 shall be entitled to attend and vote at the EGM. In order for the holders of H Shares to qualify to attend and vote at the EGM, all transfer documents accompanied by 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, no later than 4:30 p.m. on December 23, 2025 for registration.

(2) Each holder of H Shares may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the EGM (or any adjournment thereof) on his behalf. A proxy need not be a Shareholder.

(3) Holders of H Shares must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant shareholder of the Company or by a person duly authorized by the relevant shareholder of the Company in writing (a “power of attorney”). If the form of proxy is signed by the person authorized by the relevant shareholder of the Company as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate shareholder of the Company appoints a person other than its legal representative to attend the EGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate shareholder of the Company or duly signed by the chairman of the board of directors or any other person duly authorized by that corporate shareholder of the Company as required by the articles of association of the Company.

---

(4) To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in note (3) above must be delivered to the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited (address: 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong), not less than 24 hours before the time appointed for the EGM or any adjournment thereof. 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.

(5) Shareholders may contact the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited by telephone at (852) 2862 8555 or by email to hkinfo@computershare.com.hk in connection with the EGM.

(6) A Shareholder or his proxy should produce proof of identity when attending the EGM (or any adjournment thereof). If a corporate shareholder's legal representative or any other person duly authorized by such corporate shareholder attends the EGM (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, proof of designation as legal representative and/or the valid authorization document (as the case may be).

(7) The EGM (or any adjournment thereof) is expected to last for an hour. Shareholders who attend the EGM (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

As at the date of this notice, the Board 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; and Mr. LI Qingwen, Mr. YE Xin, Ms. GENG Chengxuan and Mr. HONG Kam Le as independent non-executive Directors

• 4 -