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Jiangxi Rimag Group Co., Ltd. Proxy Solicitation & Information Statement 2026

Mar 31, 2026

50650_rns_2026-03-31_84ba7903-8274-4a3d-8076-6168fcd88f0f.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 Jiangxi Rimag Group Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker 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.

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Jiangxi Rimag Group Co., Ltd.

江西一脈陽光集團股份有限公司

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

(Stock Code: 2522)

(1) 2025 ANNUAL REPORT;
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2025;
(3) WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025;
(4) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025;
(5) RE-APPOINTMENT OF THE AUDITOR FOR THE YEAR 2026;
(6) GENERAL MANDATE TO ISSUE NEW SHARES, SELL AND/OR TRANSFER TREASURY SHARES;
(7) GENERAL MANDATE TO REPURCHASE H SHARES;
(8) ELECTION OF NON-EXECUTIVE DIRECTOR; AND
(9) NOTICE OF 2025 ANNUAL GENERAL MEETING

The Company has scheduled the AGM to be convened at 10:00 a.m. on Thursday, April 23, 2026 by way of an online virtual meeting. The notice of the AGM is set out on pages AGM-1 to AGM-3 of this circular. The form of proxy for use at the AGM is published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.rimag.com.cn/).

Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the form of proxy of the AGM in accordance with the instructions stated thereon to the Company's H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company, not less than 24 hours before the time fixed for holding the AGM (i.e. not later than 10:00 a.m. on Wednesday, April 22, 2026) or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meeting thereof if they so wish.

References to dates and time in this circular are to Hong Kong dates and time.

March 31, 2026


CONTENTS

Page

Definitions 1

Letter from the Board 4

Appendix I Work Report of the Board of Directors for the Year 2025 9

Appendix II Work Report of the Independent Non-executive Directors for the Year 2025 11

Appendix III Explanatory Statement 21

Notice of 2025 Annual General Meeting AGM-1

  • i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless defined otherwise:

"AGM"
the annual general meeting or any adjourned meeting thereof of the Company to be convened at 10:00 a.m. on Thursday, April 23, 2026 by way of an online virtual meeting

"Articles of Association"
the articles of association of the Company

"associate(s)"
has the meaning ascribed thereto under the Listing Rules

"Board" or "Board of Directors"
the board of Directors of the Company

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC

"China" or "PRC"
the People's Republic of China, which for the purpose of this circular and for geographical reference only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Company" or "our Company"
Jiangxi Rimag Group Co., Ltd. (江西一脈陽光集團股份有限公司), a joint stock company with limited liability established in the PRC and the H Shares of which are listed on the Stock Exchange (stock code: 2522)

"connected person(s)"
has the meaning ascribed thereto under the Listing Rules

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

"Ganjiang Partnership"
Jiangxi Ganjiang New Area Rimag Sunshine Enterprise Management Center (Limited Partnership) (江西贛江新區一脈陽光企業管理中心(有限合夥)) (formerly known as Nanchang Rimag Sunshine Enterprise Management Center (Limited Partnership) (南昌一脈陽光企業管理中心(有限合夥))), a limited liability partnership established under the laws of the PRC on March 28, 2016 as an employee shareholding platform of the Company

"Group"
the Company and its subsidiaries

  • 1 -

DEFINITIONS

“H Share(s)” overseas listed foreign ordinary share(s) in the share capital of our Company with nominal value of RMB1.00 each, which are listed and traded on the Stock Exchange
“H Share Registrar” Tricor Investor Services Limited
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” March 31, 2026, being the latest practicable date for the purpose of ascertaining certain information contained in this circular
“Listing Date” June 7, 2024
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
“PRC Company Law” the Company Law of the PRC
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SFC” Securities and Futures Commission of Hong Kong
“Share(s)” ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each
“Shareholder(s)” holder(s) of the Share(s)
“Single Largest Shareholders” Mr. Chen Zhaoyang (陳朝陽) and Ganjiang Partnership
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC, as amended, supplemented or otherwise modified from time to time
  • 2 -

DEFINITIONS

“treasury share(s)” has the meaning ascribed thereto under the Listing Rules

“Unlisted Share(s)” ordinary share(s) in the share capital of our Company, with a nominal value of RMB1.00 each, which are not listed on any stock exchange

“%” per cent

  • 3 -

LETTER FROM THE BOARD

RIMAG

一脉阳光医学影像

Jiangxi Rimag Group Co., Ltd.

江西一脈陽光集團股份有限公司

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

(Stock Code: 2522)

Executive Directors

Mr. CHEN Zhaoyang (陳朝陽先生) (Chairman)
Ms. HE Yingfei (何英飛女士)
Mr. FENG Xie (馮勰先生)
Mr. LI Feiyu (李飛宇先生)

Non-executive Directors

Mr. LIU Senlin (劉森林先生)
Mr. GUO Tao (郭濤先生)

Independent Non-executive Directors

Mr. WU Xiaohui (吳曉輝先生)
Mr. LUO Yi (羅毅先生)
Ms. CHEN Yifei (陳伊菲女士)

Registered Office

Room 1002, 10th Floor, 10# Building
Public R&D Centre
Xinqi Zhoudong Avenue South
Chinese Medicine Science and Technology
Innovation City
Ganjiang New District
Jiangxi Province, China

Head Office and Principal Place of Business in China

Building 2, 2 Minzuyuan
Minzuyuan Road
Chaoyang District
Beijing, China

Principal Place of Business in Hong Kong

40/F, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong

To the Shareholders

Dear Sir or Madam,

(1) 2025 ANNUAL REPORT;
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2025;
(3) WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025;
(4) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025;
(5) RE-APPOINTMENT OF THE AUDITOR FOR THE YEAR 2026;
(6) GENERAL MANDATE TO ISSUE NEW SHARES, SELL AND/OR TRANSFER TREASURY SHARES;
(7) GENERAL MANDATE TO REPURCHASE H SHARES;
(8) ELECTION OF NON-EXECUTIVE DIRECTOR; AND
(9) NOTICE OF 2025 ANNUAL GENERAL MEETING

INTRODUCTION

This circular is intended to provide you with the notice of the AGM and further information in relation to (1) the 2025 annual report; (2) the work report of the Board of Directors for the year 2025; (3) the work report of the independent non-executive Directors for


LETTER FROM THE BOARD

the year 2025; (4) the profit distribution plan of for the year 2025; (5) the re-appointment of the auditor for the year 2026; (6) the grant of general mandates to the Board to issue new Shares, sell and/or transfer treasury shares; (7) the grant of general mandate to the Board to repurchase H Shares; and (8) election of non-executive Director, to enable you to make an informed decision on the resolutions to be presented at the AGM.

(1) 2025 Annual Report

An ordinary resolution will be proposed at the AGM to consider and approve the 2025 annual report.

(2) Work Report of the Board of Directors for the Year 2025

An ordinary resolution will be proposed at the AGM to consider and approve the work report of the Board of Directors for the year 2025, the full text of which is set out in Appendix I to this circular.

(3) Work Report of the Independent Non-Executive Directors for the Year 2025

An ordinary resolution will be proposed at the AGM to consider and approve the work report of the independent non-executive Directors for the year 2025, the full text of which is set out in Appendix II to this circular.

(4) Profit Distribution Plan for the Year 2025

An ordinary resolution will be proposed at the AGM to consider and approve the profit distribution plan for the year 2025.

In accordance with the PRC Company Law and other relevant laws, regulations, normative documents, as well as the provisions of the Articles of Association, in order to continue to promote the sustainable, steady and healthy development of the Company's operations, financing and other work, the Board did not recommend the payment of a final dividend to Shareholders for the year ended December 31, 2025.

(5) Re-Appointment of the Auditor for the Year 2026

An ordinary resolution will be proposed at the AGM to consider and approve the re-appointment of PricewaterhouseCoopers as the auditor of the Company for the year 2026, for a term commencing from the date of approval at the AGM until the conclusion of the next annual general meeting of the Company, and to authorize the Board to determine the auditor's remuneration.


LETTER FROM THE BOARD

(6) Grant of General Mandate to the Board to Issue New Shares, Sell and/or Transfer Treasury Shares

A special resolution will be proposed at the AGM to consider and approve the granting of a general mandate (the “Issuance Mandate”) to the Board to allot, issue or otherwise deal with additional Shares and/or to sell or transfer treasury shares of not exceeding 20% of the total number of Shares in issue (excluding treasury shares) as at the date of the passing of the resolution, and to authorize the Board to make corresponding amendments to the Articles of Association as it deems appropriate to reflect the capital structure of the Company as a result of the additional Shares allotted or issued under such mandate.

The Issuance Mandate shall be effective from the date of the passing of the resolution at the AGM and shall expire on the earlier of: (a) the conclusion of the next annual general meeting of the Company; or (b) the revocation or variation of the mandate under the resolution by a special resolution at any general meeting of the Company.

As at the Latest Practicable Date, the Company had 395,325,332 Shares in issue (excluding treasury shares). Assuming that the number of Shares (excluding treasury shares) remains unchanged as at the date of the passing of the special resolution, the Company would be entitled to allot, issue and deal with and/or to sell or transfer up to 79,065,066 Shares.

(7) Grant of General Mandate to the Board to Repurchase H Shares

A special resolution will be proposed at the AGM to consider and approve the granting of a general mandate (the “Repurchase Mandate”) to the Board to repurchase H Shares not exceeding 10% of the total number of H Shares in issue (excluding treasury shares) as at the date of the passing of the resolution proposed at the AGM, and to authorize the Board to do all such deeds, acts, matters and business necessary or desirable for the purpose of or in connection with the exercise of the general mandate to repurchase H Shares.

The Repurchase Mandate shall be effective from the date of the passing of the resolution at the AGM and shall expire on the earlier of: (a) the conclusion of the next annual general meeting of the Company; or (b) the revocation or variation of the mandate under the resolution by a special resolution at any general meeting of the Company.

As at the Latest Practicable Date, the Company had 288,391,574 H Shares in issue (excluding treasury shares). Assuming that the number of Shares remains unchanged as at the date of the passing of the special resolution, the Company would be entitled to repurchase up to 28,839,157 H Shares.

An explanatory statement for the Repurchase Mandate is set out in Appendix III to this circular.


LETTER FROM THE BOARD

(8) Election of Non-Executive Director

Reference is made to the Company’s announcement dated March 31, 2026, in relation to, among other matters, the proposed election of Mr. MENG Tao (“Mr. Meng”) as a non-executive Director.

On March 31, 2026, the Board resolved to nominate Mr. Meng as a non-executive Director of the second session of the Board, with a term commencing from the date of approval by the AGM until the expiry of the term of the second session of the Board. The proposed appointment of Mr. Meng as a non-executive Director shall become effective upon approval by the AGM.

The biography of Mr. Meng is as follows:

Mr. Meng Tao (孟滔), aged 39, has served as a director of Rimag Cloud Medical Technology (Beijing) Co., Ltd. (一脈雲醫學科技(北京)有限公司) since January 2024, and served as the Training Director of the Imaging Academy of the Company from November 2017 to November 2024. From July 2012 to July 2014, Mr. Meng worked at Zhongshan Hospital affiliated to Fudan University as a physician in the Department of Medical Imaging; and from July 2014 to August 2017, he worked at Siemens Healthineers China Co., Ltd. as a senior clinical expert.

Mr. Meng graduated from Shanghai Medical College of Fudan University in 2012 with a doctor’s degree in Medicine.

Save as disclosed above, as at the Latest Practicable Date, Mr. Meng has confirmed that (i) he has not held any position in the Company or its subsidiaries during the past three years, nor has he served as a director of any public company listed on any securities market in Hong Kong or overseas; (ii) he has no relationship with any Director, senior management, substantial or controlling Shareholder of the Company; and (iii) he does not have any interest in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Subject to the approval of the proposed appointment of Mr. Meng as a non-executive Director by the AGM, the Company will enter into a service agreement with Mr. Meng. During his tenure as a non-executive Director, he will receive an annual Director’s remuneration of RMB120,000 from the Company, which is determined by the Board by reference to the current market levels, his experience, as well as his duties and responsibilities with the Company.

Save as disclosed above, as at the Latest Practicable Date, there is no other information in respect of the proposed appointment of Mr. Meng as a non-executive Director that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor is there any other matter relating to his appointment that needs to be brought to the attention of the Shareholders.


LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Monday, April 20, 2026 to Thursday, April 23, 2026, both dates inclusive, during which period no transfers of Shares of the Company will be effected. In order to qualify to attend and vote at the AGM, all transfer instruments accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Friday, April 17, 2026. Shareholders whose names appear on the register of members of the Company on Thursday, April 23, 2026 are entitled to attend the AGM and vote.

VOTING

To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, save for Mr. Wang Shihe and Mr. Gu Junjun, each of whom entered into an irrevocable undertaking of renunciation of voting rights on April 21, 2023 pursuant to which each of them irrevocably and unconditionally renounces any voting rights attached to Shares held by them on all matters submitted to a vote of Shareholders of the Company at any meeting of Shareholders, as disclosed in the Company’s prospectus dated May 30, 2024, no Shareholder will be required to abstain from voting at the AGM.

According to Rule 13.39(4) of the Listing Rules, apart from certain exceptions, any vote of Shareholders at a general meeting must be taken by poll.

On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorized representative) shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it has in the same manner.

RECOMMENDATION

The Directors are of the view that the proposed resolutions at the AGM are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

By order of the Board

Jiangxi Rimag Group Co., Ltd.

江西一脈陽光集團股份有限公司

Mr. CHEN Zhaoyang

Chairman of the Board, Executive Director and

Chief Executive Officer


APPENDIX I

WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2025

WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2025

In accordance with the provisions of the Company Law of the People's Republic of China (the "Company Law") and the Articles of Association of Jiangxi Rimag Group Co., Ltd. (the "Articles of Association"), the Company's Board has prepared the Work Report of the Board of Directors for the Year 2025 regarding the main work review for the year 2025 and the work arrangements for the year 2026, and will report it to the general meeting.

Under the joint efforts of all the members of the Company's Board, adhering to the principle of being responsible to all shareholders, the Board has earnestly exercised the powers conferred by relevant laws and regulations, implemented the resolutions of the general meeting, managed the Company within the scope of the authorization of the Articles of Association and the general meeting, been responsible for the decision-making of the Company's development goals and major business activities, actively promoted the optimization of the corporate governance structure, and effectively advanced the orderly progress of various tasks, so as to maximize the interests of the Company and its shareholders.

On behalf of the Board, I would like to report to you the work report of the Board of Directors of the Company for the year 2025. In 2025, the Board convened 7 Board meetings. The notice, convening and voting procedures of these meetings complied with the requirements of laws and regulations such as the Company Law and the Articles of Association. The main work of the Board includes:

(1) The convening of the general meeting

In accordance with the relevant requirements of the Articles of Association, the Board convened one extraordinary general meeting and one annual general meeting. Important matters such as the Company's annual report and amendments to its systems were mainly deliberated, ensuring the right to know, the right to participate and the right to make decisions of the shareholders, and fulfilling the duties entrusted by the general meeting in accordance with the law.

(2) The convening of the Board meetings

The Board of the Company organized and convened 7 meetings in accordance with the provisions of the Articles of Association. The convening and holding of these meetings complied with relevant laws and regulations. Important matters such as the Company's annual report, amendments to its systems, the full circulation of H Shares and the H Share equity incentive plan were mainly deliberated. In addition, the Board of the Company promptly implemented all resolutions of the general meeting and completed all the work authorized by the general meeting for the Board to carry out.


APPENDIX I

WORK REPORT OF THE BOARD OF DIRECTORS FOR THE YEAR 2025

(3) The performance of Directors' duties

All Directors have fulfilled their duties with due diligence, taking the initiative to pay attention to matters such as the Company’s daily operation and management, financial situation, and major financing. They carefully reviewed all the proposals submitted to the Board for deliberation, offered suggestions and advice for the Company’s operation and development, and effectively improved the scientific nature of the Board’s decision-making, promoting the continuous, stable and healthy development of various tasks of the Company, including research and development, production, operation, and financing. During the reporting period, except for the situations where they needed to abstain from voting, all Directors of the Company expressed their consent to all the proposals deliberated by the Board.

In 2026, the Board will, in accordance with the Company Law, the Articles of Association and other applicable laws and regulations, take the improvement of corporate governance as the core, further standardize the work of the Board, implement the resolutions of the general meeting, continuously improve the Company’s operation efficiency and sustainable development capabilities, so as to safeguard the rights and interests of the Company and its shareholders.


APPENDIX II

WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

As an independent non-executive Director of Jiangxi Rimag Group Co., Ltd. (the "Company"), we have performed our duties as an independent Director diligently and responsibly, and exercised our powers independently and conscientiously in strict accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Articles of Association of Jiangxi Rimag Group Co., Ltd. and relevant laws and regulations such as the Working System of Independent Directors of the Company. We have paid close attention to the Company's development and effectively fulfilled the independent role of independent Directors. Each independent non-executive Director has signed an annual independence confirmation letter in accordance with Rule 3.13 of the Listing Rules. Our main work in 2025 was as follows:

I. BASIC SITUATION OF INDEPENDENT DIRECTORS

The Company elected the second session of the Board of Directors at the EGM held on November 18, 2024. The three independent non-executive Directors of the second session of the Board of Directors are Mr. WU Xiaohui, Mr. LUO Yi and Ms. CHEN Yifei.

Mr. WU Xiaohui (吳曉輝), aged 54, was appointed as an independent non-executive Director of our Company in May 2023 and his appointment took effect from the Listing Date. Mr. Wu has over 32 years of experience in accounting and financial management. He served as an accounting manager of Deloitte Touche Tohmatsu Limited from April 1994 to February 1999, a senior accounting manager and accounting partner of Deloitte Touche Tohmatsu Limited from February 2000 to July 2021, a senior partner of Zhong Hui Accounting Firm (中匯會計師事務所) since August 2021, and an independent non-executive director of Intco Medical Technology Co., Ltd. (英科醫療科技股份有限公司, a company listed on the Shanghai Stock Exchange, stock code: 300677) since February 2022.

Mr. Wu graduated from the program of bachelor's degree in accounting of University of Shanghai for Science and Technology (上海理工大學) in the PRC in July 1993. He has been a member of the Chinese Institute of Certified Public Accountants since March 2000.

Mr. LUO Yi (羅毅), aged 41, was appointed as an independent non-executive Director of our Company in May 2023 and his appointment took effect from the Listing Date. Mr. Luo has over 15 years of experience in regulatory and law services. He served at People's Bank of China Nanchang Center Branch (中國人民銀行南昌中心支行) from July 2010 to May 2011, at the Price Supervision, Inspection and Antimonopoly Bureau (價格監督檢查與反壟斷局) and Regulatory Division (法規司) of National Development and Reform Commission (國家發展和改革委員會) of the PRC from May 2011 to May 2021, and a senior consultant of Beijing DHH Law Firm (北京德和衡律師事務所) since September 2021.


APPENDIX II

WORK REPORT OF THE INDEPENDENT

NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

Mr. Luo obtained his bachelor's degree, his master's degree and his doctoral degree in law in July 2007, July 2010 and June 2015 from Nanjing Normal University (南京師範大學) in the PRC, respectively. He obtained his PRC lawyer practicing license from Beijing Municipal Bureau of Justice in January 2023.

Ms. CHEN Yifei, aged 32, was appointed as an independent non-executive Director of our Company in November 2024 and her appointment took effect immediately. Ms. Chen has nearly ten years of experience in the area of corporate finance and investment. Since 2024, she has served as the head of equity investment department of New Harvest Wealth Securities Company Limited (新嘉財富證券有限公司) and is mainly responsible for the global primary markets private fund investment. From October 2021 to November 2023, she served as a vice president of the healthcare team of the investment banking division of Asia-Pacific (亞太區投資銀行部醫療組副總裁) of Credit Suisse (Hong Kong) (瑞士信貸(香港)) and was mainly responsible for the listing, acquisition and refinancing business of Asia-Pacific healthcare industry companies. From 2016 to 2021, she worked at several leading investment banking institutions and was mainly responsible for the listing, acquisition and structured financing business of Asia-Pacific companies.

Ms. Chen obtained the bachelor's degree in finance from the University of International Business and Economics (對外經濟貿易大學) in 2015 and the master of finance degree from The Chinese University of Hong Kong in 2016.

II. DUTY PERFORMANCE OF INDEPENDENT DIRECTORS

The Company convened seven Board meetings, one extraordinary general meeting and one annual general meeting in 2025. We attended the Board meetings on time and attended relevant shareholders' meetings as independent Directors. During the duty performance in the Board of Directors, we carefully deliberated on various proposals, exercised the voting right in a prudent manner, and fulfilled the due diligence as independent Directors.

Participation in the meetings as independent Directors was as follows:

1. Participation in Board meetings

Name Number of Board meetings entitled to attend during the year Participation in Board meetings
Number of attendance in person Number of attendance by proxy Number of absence
WU Xiaohui 7 7 0 0
LUO Yi 7 7 0 0
CHEN Yifei 7 7 0 0

APPENDIX II

WORK REPORT OF THE INDEPENDENT

NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

2. Participation in shareholders' meetings

Participation in shareholders' meetings

Name Number of shareholders’ meetings entitled to attend during the year Number of attendance in person Number of attendance by proxy Number of absence
WU Xiaohui 2 2 0 0
LUO Yi 2 2 0 0
CHEN Yifei 2 2 0 0

3. Participation in Board committees' meetings

Participation in Board committees' meetings

Name Number of Audit Committee meetings entitled to attend during the year Number of attendance in person Number of attendance by proxy Number of absence
WU Xiaohui 4 4 0 0
LUO Yi - - - -
CHEN Yifei 4 4 0 0
Name Number of Remuneration Committee meetings entitled to attend during the year Number of attendance in person Number of attendance by proxy Number of absence
--- --- --- --- ---
WU Xiaohui (Note 1) - - - -
LUO Yi 2 2 0 0
CHEN Yifei (Note2) 2 2 0 0

APPENDIX II

WORK REPORT OF THE INDEPENDENT

NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

Name Number of Nomination Committee meetings entitled to attend during the year Number of attendance in person Number of attendance by proxy Number of absence
WU Xiaohui(Note 1) 1 1 0 0
LUO Yi 1 1 0 0
CHEN Yifei(Note2) 1 1 0 0

4. Participation in independent Directors' special meetings

Participation in independent Directors' special meetings

Name Number of independent Directors' special meetings entitled to attend during the year Number of attendance in person Number of attendance by proxy Number of absence
WU Xiaohui 1 1 0 0
LUO Yi 1 1 0 0
CHEN Yifei 1 1 0 0

Notes:

To comply with the requirements on "board diversity" under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, which took effect on July 1, 2025, and having regard to the Company's actual circumstances, adjustments were made to the membership of the Board committees as follows:

(1) On December 8, 2025, Mr. WU Xiaohui resigned as a member of the Nomination Committee and was appointed as a member of the Remuneration Committee;

(2) On December 8, 2025, Ms. CHEN Yifei resigned as a member of the Remuneration Committee and was appointed as a member of the Nomination Committee.

During the Reporting Period, the independent Directors of the Company did not raise any objection to the proposals of the Board meetings and other issues in the current year.


APPENDIX II

WORK REPORT OF THE INDEPENDENT

NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

III. ISSUANCE OF INDEPENDENT OPINIONS

In 2025, the independent Directors diligently and responsibly attended relevant meetings and seriously considered various proposals with a responsible attitude towards the Company and the Shareholders, made independent, objective, fair and scientific judgments by giving full play to the professional strengths, and issued pre-approval opinions and independent opinions as follows:

No. Session of meeting Independent opinions and related matters Type of opinions
1 The first meeting of the Audit Committee of the second session of the Board of Directors Related matters:
Reviewing the Group’s financial statements, the results announcement, the draft annual report and the representation letter to the auditors for the year ended December 31, 2024. Approval

Independent Opinions:

Mr. WU Xiaohui and Ms. CHEN Yifei, independent Directors, put forward the following three recommendations:

  1. Revenue forecast management: In view of the uncertainties in the external environment, it is recommended that the Company adopt more comprehensive and prudent measures in managing revenue forecasts;
  2. Accounts receivable management: It is recommended that the management strictly control accounts receivable;
  3. Daily operations: For imaging centers incurring losses, it is recommended that the Company take measures to achieve a turnaround to profitability.

APPENDIX II

WORK REPORT OF THE INDEPENDENT

NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

No. Session of meeting Independent opinions and related matters Type of opinions
The second meeting of the Audit Committee of the second session of the Board of Directors Related matters:
Reviewing the Group’s unaudited interim financial statements, the interim results announcement and the draft interim report for the six months ended June 30, 2025, and to make recommendations to the Board. Approval
Independent Opinions: Mr. WU Xiaohui and Ms. CHEN Yifei, independent Directors, put forward the following three recommendations:

(1) Accounts receivable management: It is recommended that the management take measures to supervise the collection efforts of the Company’s sales and business personnel;

(2) Management of associates: It is recommended that the Company carry out continuous post-investment management tailored to the actual circumstances of different associates;

(3) Investment and M&A: For acquired projects, it is recommended that the Company monitor their operational development on a monthly and quarterly basis and establish a long-term tracking mechanism. | |

  • 16 -

APPENDIX II

WORK REPORT OF THE INDEPENDENT

NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

No. Session of meeting Independent opinions and related matters Type of opinions
The third meeting of the Audit Committee of the second session of the Board of Directors; and the fourth meeting of the Audit Committee of the second session of the Board of Directors Related matters: Considering the proposal in relation to the provision of bank financing guarantees to Beijing Rimag Yuntai Medical Devices Co., Ltd. (北京一脈雲泰醫療器械有限公司) and Wuhan Rong Gong She Medical Devices Co., Ltd. (武漢融公社醫療器械有限公司). Approval
Independent Opinions: Mr. WU Xiaohui and Ms. CHEN Yifei, independent Directors, recommended that, in the subsequent handling of borrowings and guarantees, the Company should strictly comply with the requirements of applicable laws and regulations and fulfill its information disclosure obligations in a timely manner according to the actual circumstances so as to safeguard the right to information of all shareholders. They further suggested that, while supporting the operational development of subsidiaries, the management should continuously optimize the efficiency of capital utilization.
2 The first meeting of the Remuneration Committee of the second session of the Board of Directors Related matters: Confirming the recommendation regarding the performance assessment base for senior management for the year. Approval
Independent Opinions: Mr. LUO Yi and Ms. CHEN Yifei, independent Directors, agreed with the Company's proposal on the annual performance assessment of senior management, considering that such measure can help incentivize senior management to better achieve performance targets.

APPENDIX II

WORK REPORT OF THE INDEPENDENT

NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

No. Session of meeting Independent opinions and related matters Type of opinions
3 The second meeting of the Remuneration Committee of the second session of the Board of Directors Related matters: The proposal regarding the grant of H Share awards. Approval
Independent Opinions: Mr. LUO Yi and Ms. CHEN Yifei, independent Directors, considered that the proposed grantees, number of shares and proportion were reasonable, and that the grant can help incentivize the core team and promote the long-term development of the Company. They further recommended that, in the subsequent implementation process, the Company should strictly carry out the grant in accordance with the established plan and individual assessment results, so as to ensure procedural compliance and transparency.
4 The first meeting of the Nomination Committee of the second session of the Board of Directors Related matters: Reviewing the framework, size and composition of the Board (including skills, knowledge and experience), and to make recommendations, if any, on changes to the Board to align with the Company's corporate strategy. Approval
Independent Opinions: Based on the reminder from external intermediaries, Mr. LUO Yi and Mr. WU Xiaohui, independent Directors, recommended that the Company should promptly adjust the composition of the Nomination Committee to achieve gender diversity, so as to comply with the requirements under the Listing Rules of The Stock Exchange of Hong Kong Limited.

APPENDIX II

WORK REPORT OF THE INDEPENDENT

NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

IV. ON-SITE INSPECTION

In August 2025, we conducted an on-site study and exchange with the Company. During the year 2025, we also maintained close contact with the Company's directors, supervisors, senior management and relevant staff through various means such as telephone, email, WeChat and Tencent Meeting. We engaged in thorough communication to understand and provide guidance on the Company's work, with a particular focus on the Company's production and operations as well as its financial position. We closely monitored the external environment, industry trends and market changes and their impact on the Company. We paid high attention to the implementation of information disclosure and corporate governance, the establishment and execution of risk management and internal control systems, and the implementation of Board resolutions. We obtained timely updates on the progress of the Company's major issues, so as to have good understanding of the Company's operation progress and effectively safeguard Shareholders' rights and interests.

V. THE SPECIALIZED COMMITTEE OF THE BOARD

As a member of the specialized committee of the Board of the Company, we actively performed corresponding duties as committee members, deliberated on major issues of the Company and gave our opinions to the Board in our capacity as special committee members in 2025 in accordance with the relevant requirements of the Rules of Procedure of the Specialized Committee of the Company and its scope of authority, so as to regulate the governance and operation of the Company, and improve its risk management and internal control system.

VI. PROTECTION OF INVESTORS' RIGHTS AND INTERESTS

In 2025, following the principle of prudence, diligence and loyalty, all the independent Directors performed their duties in accordance with relevant laws and regulations, deliberated on the various proposals of the Board in an independent, objective and fair manner, exercised all the voting rights prudently, and issued pre-approval and independent opinions on relevant matters; at the same time, we supervised and examined the duty performance of the Company's Directors and senior management, and communicated with Shareholders by attending the general meetings convened in 2025, so as to safeguard the legitimate rights and interests of all Shareholders, especially the small and medium-sized Shareholders.


APPENDIX II

WORK REPORT OF THE INDEPENDENT

NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

VII. TRAINING AND STUDY

Since appointed as independent Directors, in order to provide better advice and suggestions for the Company’s scientific decision-making and risk prevention, and promote the further standardization of the Company’s operation, we gained a comprehensive understanding of the rules of governance of listed companies, deepened our knowledge and understanding of relevant regulations on the protection of the rights and interests of public shareholders by actively studying the latest laws, rules and various regulations, participated in relevant training organized by the Company and the Stock Exchange, continuously improved our professional standards and competence in practice, constantly enhanced our ability to perform duties, and formed a conscious awareness of protecting social and public Shareholders’ rights and interests.

  • 20 -

APPENDIX III

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to enable the Shareholders to make an informed decision on whether to vote for or against the grant of the Repurchase Mandate.

I. LISTING RULES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarized below. The Company is empowered by the Articles of Association to repurchase its own securities.

II. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares issued by the Company (excluding treasury shares) was 395,325,332 (comprising 106,933,758 Unlisted Shares and 288,391,574 H Shares). Subject to the passing of the special resolution granting the Repurchase Mandate and on the basis that the number of Shares remains unchanged as at the date of the passing of the special resolution, the Company may repurchase pursuant to the Repurchase Mandate a maximum of 28,839,157 H Shares, being up to 10% of the total H Shares (excluding treasury shares) in issue as at the date of the passing of the resolution.

III. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.

IV. FUNDING OF REPURCHASES

In repurchasing its H Shares, the Company may only apply funds from the Company's internal resources legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws, rules and regulations of the PRC, including but not limited to surplus funds and undistributed profits of the Company. The Company may not repurchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange as amended from time to time.


APPENDIX III

EXPLANATORY STATEMENT

V. IMPACT ON WORKING CAPITAL

Subject to the compliance with the Listing Rules and all applicable laws and regulations, the Company may cancel any H Shares it repurchased and/or hold them as treasury shares subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended December 31, 2025 in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels.

VI. GENERAL

None of the Directors and, to the best of knowledge of the Directors having made all reasonable enquiries, their close associates (as defined in the Listing Rules) have any present intention to sell to the Company any of the H Shares in the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any H Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is granted to the Company.

Once the H Shares are repurchased by the Company, the Shareholders' rights attached to the repurchased H Shares will be suspended. The Company will, upon completion of the share repurchase, give clear written instruction to the Company's H Share Registrar in Hong Kong, Tricor Investor Services Limited and the relevant broker to update the record to clearly identify the repurchased H Shares held in CCASS as treasury shares.

The Directors have undertaken to exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the PRC and the Articles of Association.


APPENDIX III

EXPLANATORY STATEMENT

VII. IMPLICATIONS UNDER THE TAKEOVERS CODE

If as a result of a repurchase of Shares by the Company pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Ganjiang Partnership and Mr. CHEN Zhaoyang, as the Single Largest Shareholders, control or are entitled to control the voting rights of 39,625,297 Unlisted Shares and 19,219,291 H Shares, which account for approximately 14.89% of the Company's total issued share capital (excluding treasury shares). If the Repurchase Mandate is fully exercised and assuming that no further issuance or repurchase of Shares is made prior to such full exercise, the proportion of the interest of the voting rights held by the Single Largest Shareholders in the Company to the total share capital of the Company (excluding treasury shares) will therefore increase to approximately 16.06%. The Directors are not aware of any consequence which would arise under the Takeovers Code or any similarly applicable laws as a result of any repurchases to be made under the Repurchase Mandate. Moreover, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would result in the aggregate number of Shares held by public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

VIII. REPURCHASE OF SHARES BY THE COMPANY

Within six months immediately preceding the Latest Practicable Date, the Company repurchased an aggregate of 4,890,500 Shares on the Stock Exchange. As at the Latest Practicable Date, such repurchased Shares were held as treasury shares. Details of the repurchases are as follows:

Details of the repurchases of H Shares by the Company on the Stock Exchange within six months immediately preceding the Latest Practicable Date are set out as follows:

Date of Repurchase Number of Shares repurchased Price per Share
Highest price paid HK$ Lowest price paid HK$
November 10, 2025 929,000 16.3 15.53
November 11, 2025 905,500 16.85 16.22
November 12, 2025 304,000 16.47 16.31

APPENDIX III

EXPLANATORY STATEMENT

Date of Repurchase Number of Shares repurchased Price per Share
Highest price paid HK$ Lowest price paid HK$
November 13, 2025 729,500 16.51 16.21
November 14, 2025 604,000 16.59 16.31
November 17, 2025 59,000 17.07 16.59
November 18, 2025 3,500 17.26 17.16
November 19, 2025 31,000 17.4 16.7
November 24, 2025 34,500 15.06 14.86
December 10, 2025 194,000 10.46 9.82
December 11, 2025 199,500 10.37 9.55
December 12, 2025 202,000 10.01 9.53
December 17, 2025 221,500 9.24 8.86
December 23, 2025 218,000 9.21 9.06
January 8, 2026 255,500 7.87 7.71

IX. H SHARE PRICES

The highest and lowest prices at which the H Shares have traded on the Stock Exchange during the 12 months immediately preceding the Latest Practicable Date were as follows:

Highest (HK$) Lowest (HK$)
2025
March 48.20 18.04
April 26.90 16.32
May 21.65 16.40
June 17.74 12.58
July 15.06 13.16
August 24.44 13.16
September 19.77 15.22
October 17.65 14.67
November 18.51 14.05
December 14.42 8.19
2026
January 10.54 7.26
February 8.69 5.55
March (up to the Latest Practicable Date) 6.30 3.74

APPENDIX III
EXPLANATORY STATEMENT

X. CONFIRMATION

The Company confirms that neither this explanatory statement nor the Repurchase Mandate has any unusual features.

  • 25 -

NOTICE OF 2025 ANNUAL GENERAL MEETING

RIMAG

一脉阳光医学影像

Jiangxi Rimag Group Co., Ltd.

江西一脈陽光集團股份有限公司

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

(Stock Code: 2522)

NOTICE OF 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2025 annual general meeting (the "AGM") of Jiangxi Rimag Group Co., Ltd. (the "Company") will be held at 10:00 a.m. on Thursday, April 23, 2026 by way of an online virtual meeting for the purpose of considering and, if thought fit, passing the following resolutions, details of which are set out in the circular of the Company dated March 31, 2026 (the "Circular"):

ORDINARY RESOLUTIONS

  1. To consider and approve the 2025 annual report;
  2. To consider and approve the work report of the Board of Directors for the year 2025;
  3. To consider and approve the work report of the independent non-executive Directors for the year 2025;
  4. To consider and approve the profit distribution plan for the year 2025; and
  5. To consider and approve the re-appointment of the auditor for the year 2026.

SPECIAL RESOLUTIONS

  1. To consider and approve the grant of general mandate to the Board to issue new Shares, sell and/or transfer treasury shares, with the details of the general mandate as set out in the Circular; and
  2. To consider and approve the grant of general mandate to the Board to repurchase H Shares, with the details of the general mandate as set out in the Circular.

  3. AGM-1 -


NOTICE OF 2025 ANNUAL GENERAL MEETING

ORDINARY RESOLUTION

  1. To consider and approve the election of Mr. MENG Tao as a non-executive Director of the Company.

By order of the Board

Jiangxi Rimag Group Co., Ltd.

江西一脈陽光集團股份有限公司

Mr. CHEN Zhaoyang

Chairman of the Board, Executive Director and

Chief Executive Officer

Hong Kong, March 31, 2026

As at the date of this notice, the Board comprises Mr. CHEN Zhaoyang, Ms. HE Yingfei, Mr. FENG Xie and Mr. LI Feiyu as executive Directors, Mr. LIU Senlin and Mr. GUO Tao as non-executive Directors, and Mr. WU Xiaohui, Mr. LUO Yi and Ms. CHEN Yifei as independent non-executive Directors.

  • AGM-2 -

NOTICE OF 2025 ANNUAL GENERAL MEETING

Notes:

  1. All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://www.rimag.com.cn/) after the AGM.

  2. Any Shareholder entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a Shareholder of the Company.

  3. Registered Shareholders are requested to provide a valid email address of himself/herself/itself or his/her/its proxy (except for the appointment of the chairman of the AGM) for the proxy to receive the login access code to participate online in the eVoting Portal.

Registered Shareholders will be able to attend the AGM, vote and submit questions online via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company.

Non-registered holders whose H Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the AGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (as the case may be) (collectively the "Intermediary") and instruct the Intermediary to appoint them as proxy or corporate representative to attend and vote at the AGM electronically and in doing so, they will be asked to provide their email address, before the time limit required by the relevant Intermediary. Details regarding the eVoting Portal including the login details will be emailed to them by the Company's H Share Registrar, Tricor Investor Services Limited.

  1. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the Company's H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letters sent by the Company at least 24 hours before the AGM (i.e. not later than 10:00 a.m. on Wednesday, April 22, 2026) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the AGM or any adjourned meeting thereof should he/she so wish.

  2. For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Monday, April 20, 2026 to Thursday, April 23, 2026, both dates inclusive, during which period no transfers of shares of the Company will be effected. In order to qualify to attend and vote at the AGM, all transfer instruments accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on Friday, April 17, 2026.

  3. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the AGM, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall alone be entitled to vote in respect thereof.

  4. Shareholders may contact Ms. HE Yingfei of the Company at +86 10 82240501 for any enquiries in respect of the AGM.

  5. AGM-3 -