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

Jul 22, 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. 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 2025 FOURTH EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 fourth extraordinary general meeting (the "EGM") of Jiangsu Lopal Tech. 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 Friday, August 8, 2025 at 2:00 p.m. for the purpose of considering, and it 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 July 22, 2025 (the "Circular"), of which the notice convening the EGM shall form part.

SPECIAL RESOLUTIONS

(1) To consider and approve the proposed change of Company name, proposed amendments to the Articles of Association and abolition of the Supervisory Committee.

(2) To consider and approve each of the following items in relation to the proposed amendments to and addition of corporate governance policies:

(2.01) To consider and approve the amendments to the Rules of Procedures for the Shareholders' Meetings.

(2.02) To consider and approve the amendments to the Rules of Procedures for the Board Meetings.

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ORDINARY RESOLUTIONS

(2) To consider and approve each of the following items in relation to the proposed amendments to and addition of corporate governance policies:

(2.03) To consider and approve the amendments to the Rules of Procedures for the Independent Directors.

(2.04) To consider and approve the amendments to the Administrative Measures for Preventing Appropriation of Funds by Controlling Shareholder and Related Parties.

(2.05) To consider and approve the amendments to the Administrative Measures for External Investment.

(2.06) To consider and approve the amendments to the Administrative Measures for Related Transactions.

(2.07) To consider and approve the amendments to the Working System on Online Voting of Shareholders’ Meetings.

(2.08) To consider and approve the amendments to the Administrative System for Registration of Persons with Inside Information.

(2.09) To consider and approve the amendments to the Administrative System for Investor Relations.

(2.10) To consider and approve the amendments to the Emergency Handling Measures for Emergencies.

(2.11) To consider and approve the amendments to the Internal Reporting System for Material Information.

(2.12) To consider and approve the amendments to the Administrative Measures for Information Disclosure.

(2.13) To consider and approve the amendments to the Administrative Measures for External Guarantee.

(2.14) To consider and approve the amendments to the Management Manual for the Company’s Cash Proceeds.

(2.15) To consider and approve the amendments to the Audit Firm Selection and Appointment System.

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(2.16) To consider and approve the amendments to the Subsidiary Management Measures.

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

Nanjing, PRC
July 22, 2025

Notes:

(1) Resolutions no. 1, 2.01 and 2.02 are to be approved by special resolution at the EGM. Resolutions no. 2.03 to 2.16 are to be approved by ordinary resolution at the EGM.

(2) In order to determine the list of Shareholders who will be entitled to attend and vote at the EGM, the registers of members of the Company will be closed from August 5, 2025 to August 8, 2025 (both days inclusive), during which no transfer 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”), will be effected. Holders of H Shares whose names appear on the registers of members of the Company on August 5, 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 August 4, 2025 for registration.

(3) 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.

(4) 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.

(5) 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 (4) 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.

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(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 one day. 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; Mr. LI Qingwen, Mr. YE Xin, Ms. GENG Chengxuan and Mr. HONG Kam Le as independent non-executive Directors.

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