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

May 6, 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.

Copal
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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 annual general meeting (the “AGM”) 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 Wednesday, May 28, 2025 at 2:00 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 May 6, 2025 (the “Circular”).

ORDINARY RESOLUTIONS

1. To consider and approve the work report of the board of directors of the Company for the year 2024.
2. To consider and approve the work report of the board of supervisors of the Company for the year 2024.
3. To consider and approve the Company's 2024 annual report and summary.
4. To consider and approve the Company's final financial report for the year 2024.
5. To consider and approve the Company's proposed financial budget report for the year 2025.
6. To consider and approve the 2024 profit distribution plan.
7. To consider and approve the report on continuing related party transactions of the Company in 2024 and the estimate of continuing related party transactions for the year 2025.

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1. To consider and approve the proposed remuneration scheme for directors and senior management of the Company for the year 2025.

2. To consider and approve the proposed remuneration scheme for supervisors of the Company for the year 2025.

3. To consider and approve the work report of independent directors of the Company for the year 2024.

4. To consider and approve the shareholder return plan for 2025 to 2027.

5. To consider and approve the Company's unrecovered losses amounting to one-third of the total paid-up share capital.

6. To consider and approve the revised management manual for the Company's cash proceeds.

7. To consider and approve the appointment of domestic and international auditors for the year 2025.

SPECIAL RESOLUTIONS

1. To consider and approve the proposed grant of the general mandate under simplified procedure to the board of directors of the Company to issue A Shares, the total number of which shall not exceed 20% of the A Shares in issue as of the date of the passing of this proposed resolution at the AGM, and the total proceeds of which shall not exceed RMB300 million and not exceeding 20% of the net assets at the end of the most recent year during a period from the date of passing this proposed resolution at the AGM until the date of which the next annual general meeting of the Company is held, and to authorize the board of directors of the Company and its delegates to approve, execute and do, or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the general mandate under simplified procedure.

2. To consider and approve the proposed grant of general mandate to the board of directors of the Company to issue, allot and deal with additional H Shares not exceeding 20% of the total number of the H Shares in issue as of the date of passing this proposed resolution for a period from the date of passing of this proposed resolution at the AGM until earliest of (i) the conclusion of the Company's next annual general meeting to be held in 2026; or (ii) the revocation or variation of the general mandate granted to the Board under this resolution passed by the Shareholders at the general meeting of the Company, and to authorize the board of directors of the Company (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

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mandate; and (ii) to 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 general mandate to the extent permitted by applicable laws and regulations.

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

Nanjing, PRC, May 6, 2025

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.

Notes:

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

2. For the purpose of determining the eligibility to attend and vote at the AGM, the register of members of the Company will be closed from May 23, 2025 to May 28, 2025, 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 May 23, 2025 will be entitled to attend the AGM. In order to be eligible to attend and vote at the AGM, 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 May 22, 2025.

3. Each Shareholder entitled to attend and vote at the AGM 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 AGM 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 AGM if he/she so wishes.

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1. The AGM 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.

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

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