Jiangsu Lopal Tech. Group Co., Ltd. — Proxy Solicitation & Information Statement 2026

Jan 26, 2026

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 February 13, 2026 at 10:30 a.m. for the purpose of considering, and it thought fit, approving the following ordinary resolutions and special resolution. Unless otherwise stated, the capitalized terms used herein shall have the same meanings as defined in the circular of the Company dated January 26, 2026 (the “Circular”), of which the notice convening the EGM shall form part.

AS ORDINARY RESOLUTIONS

To consider and, if thought fit, pass, with or without modifications, the following resolutions as ordinary resolutions:

(1) To consider and approve the Change in the Use of Net Proceeds from the Global Offering;

(2) To consider and approve the resolution regarding the election of directors of the fifth session of the board (the “Board”) of directors (the “Director(s)”) of the Company (excluding independent non-executive Directors), including:

2.01 To consider and approve the election of Mr. SHI Junfeng as an executive Director;

2.02 To consider and approve the election of Mr. LU Zhenya as an executive Director;

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2.03 To consider and approve the election of Mr. QIN Jian as an executive Director;
2.04 To consider and approve the election of Mr. SHEN Zhiyong as an executive Director;
2.05 To consider and approve the election of Mr. ZHANG Yi as an executive Director;
2.06 To consider and approve the election of Ms. ZHU Xianglan as a non-executive Director; and

(3) To consider and approve the resolution regarding the election of independent non-executive Directors of the fifth session of the Board, including:

3.01 To consider and approve the election of Ms. GENG Chengxuan as an independent non-executive Director;
3.02 To consider and approve the election of Mr. HONG Kam Le as an independent non-executive Director;
3.03 To consider and approve the election of Mr. ZHANG Jinlong as an independent non-executive Director; and
3.04 To consider and approve the election of Mr. LU Jian as an independent non-executive Director.

AS SPECIAL RESOLUTION

To consider and, if thought fit, pass, with or without modifications, the following resolution as a special resolution:

(4) To consider and approve the resolution regarding the comprehensive credit facilities and guarantee limit estimate for the year 2026.

AS ORDINARY RESOLUTIONS

To consider and, if thought fit, pass, with or without modifications, the following resolutions as ordinary resolutions:

(5) To consider and approve the resolution regarding the provision of guarantees by the controlling shareholders and the actual controllers for the comprehensive credit facilities applied by the Company and its subsidiaries;
(6) To consider and approve the resolution regarding the proposed use of a portion of idle self-owned funds by the Company for cash management; and

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(7) To consider and approve the resolution regarding the proposed conduct of hedging activities.

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

Nanjing, PRC
January 26, 2026

Notes:

(1) 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 February 10, 2026 to February 13, 2026 (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 February 10, 2026 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 February 9, 2026 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) The cumulative voting method shall be adopted for the voting of resolutions No. 2 and 3. The cumulative voting method refers to the voting for the election of executive Directors, non-executive Directors or independent non-executive Directors where the number of votes you are entitled to shall be equal to the number of Shares you hold multiplied by the number of Directors to be elected under such resolution group. For example: If you hold 100 Shares, and the number of Directors to be elected under resolution no. 2.01 to 2.06 is six, the total number of votes you are entitled to for voting in respect of resolution no. 2 as a resolution group shall be 600 votes (i.e., 100 shares x 6 = 600 voting Shares). While the number of Directors to be elected under resolution no. 3.01 to 3.04 is four, the total number of votes you are entitled to for voting in respect of resolution no. 3 as another resolution group shall be 400 votes (i.e., 100 shares x 4 = 400 voting Shares).

(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.

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(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 (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.

(6) 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.

(7) 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).

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

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