Kingdee International Software Group Company Limited — Proxy Solicitation & Information Statement 2026

Apr 23, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Kingdee International Software Group Company Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission.

KINGDEE INTERNATIONAL SOFTWARE GROUP COMPANY LIMITED

金蝶國際軟件集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 268)

GENERAL MANDATES FOR THE ISSUE AND REPURCHASE

BY THE COMPANY OF ITS OWN SECURITIES;

RE-ELECTION OF DIRECTORS;

PROPOSED ADOPTION OF AMENDED AND

RESTATED ARTICLES OF ASSOCIATION

AND

NOTICE OF AGM

A notice convening the AGM to be held at Kingdee Software Park, No. 2 Kejinan 12 Road, South District, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the PRC on Thursday, 28 May 2026 at 9:30 a.m. is set out in this circular on pages 40 to 45.

Whether or not you intend to attend the AGM, you are requested to complete the form of proxy and return it in accordance with the instructions printed thereon as soon as possible to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. The completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish and in such event, the form of proxy previously submitted shall be deemed to have been revoked.

23 April 2026

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CONTENTS

Pages

DEFINITIONS ... ii
LETTER FROM THE BOARD ... 1
INTRODUCTION ... 2
GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES ... 2
RE-ELECTION OF DIRECTORS ... 3
PROPOSED ADOPTION OF AMENDED AND RESTATED ARTICLES ... 4
AGM ... 5
RECOMMENDATION ... 6
APPENDIX I - EXPLANATORY STATEMENT ... 7
APPENDIX II - RE-ELECTION OF DIRECTORS ... 11
APPENDIX III - PROPOSED AMENDMENTS TO THE ARTICLES ... 14
NOTICE OF ANNUAL GENERAL MEETING ... 40

• i -

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DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be held at Kingdee Software Park, No. 2 Kejinan 12 Road, South District, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the PRC on Thursday, 28 May 2026 at 9:30 a.m.

"AGM Notice"
the notice convening the AGM

"Articles"
the articles of association of the Company

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

"Board"
the board of Directors

"close associate(s)"
has the meaning ascribed to it under the Listing Rules

"Company"
Kingdee International Software Group Company Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the main board of the Stock Exchange

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

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

"Group"
the Company and its subsidiaries

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"HK$" or "HKD"
Hong Kong dollars, the lawful currency of Hong Kong

"Latest Practicable Date"
14 April 2026, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular

"Listing Rules"
The Rules Governing the Listing of Securities on the Stock Exchange

– ii –

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DEFINITIONS

“Memorandum”	the memorandum of association of the Company
“Nomination Committee”	the nomination committee of the Company
“Nomination Policy”	the nomination policy of the Company
“PRC”	The People’s Republic of China
“Proposed Amendments”	the amendments proposed by the Board to be made to the existing Articles, details of which are set out in Appendix III to this circular
“Register of Members”	the principal or branch register of members of the Company maintained in the Cayman Islands or Hong Kong, respectively
“Remuneration Committee”	the remuneration committee of the Company
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)”	share(s) of HK$0.025 each in the share capital of the Company
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Codes on Takeovers and Mergers and Share Buy-backs
“Treasury Shares”	Shares repurchased and held by the Company in treasury, as authorized by the laws of the Cayman Islands and the Articles

• iii -

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LETTER FROM THE BOARD

Kingdee

KINGDEE INTERNATIONAL SOFTWARE GROUP COMPANY LIMITED

金蝶國際軟件集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 268)

Executive Directors:
Mr. Xu Shao Chun
Mr. Lin Bo

Non-executive Directors:
Ms. Dong Ming Zhu
Mr. Gary Clark Biddle

Independent Non-executive Directors:
Mr. Zhou Jun Xiang
Ms. Katherine Rong Xin
Mr. Bo Lian Ming

Registered Office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands

Head Office and Principal Place of Business in the PRC:
Kingdee Software Park
No. 2 Kejinan 12 Road
South District
Hi-Tech Industrial Park
Nanshan District
Shenzhen, Guangdong Province
The PRC

Principal Place of Business in Hong Kong:
25A, United Centre
95 Queensway
Admiralty
Hong Kong

23 April 2026

To the Shareholders

Dear Sirs or Madams,

GENERAL MANDATES FOR THE ISSUE AND REPURCHASE
BY THE COMPANY OF ITS OWN SECURITIES;
RE-ELECTION OF DIRECTORS; AND
PROPOSED ADOPTION OF AMENDED AND
RESTATED ARTICLES OF ASSOCIATION

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LETTER FROM THE BOARD

INTRODUCTION

At the AGM, the Shareholders will be asked to consider and approve: (i) the grant of general mandates to the Directors for each of the issue and repurchase of the securities of the Company; (ii) the re-election of Directors; and (iii) the proposed adoption of amended and restated Articles.

The purpose of this circular is to provide you with details regarding each of the matters referred to above, and to set out information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the AGM.

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

At the annual general meeting of the Company convened on 22 May 2025, an ordinary resolution was passed for the grant of a general mandate (i) to allot, issue and deal with the Shares not exceeding 10% of the total number of Shares in issue as at that date; and (ii) to repurchase the Shares on the Stock Exchange not exceeding 10% of the total number of Shares in issue as at that date and such mandate will expire at the conclusion of the AGM.

At the AGM, approval will be sought from Shareholders as follows:

(i) new general mandate to allot, issue and deal with the securities of the Company, or sell or transfer Treasury Shares up to 10% ("Proposed Issue Mandate") of the total number of Shares in issue (excluding Treasury Shares) as at the date of passing Resolution 5(A) of the AGM Notice and any Shares to be allotted or issued or Treasury Shares to be sold or transferred pursuant to such general mandate shall not be at a discount of more than 10% to the "benchmarked price" (as described in Rule 13.36(5) of the Listing Rules) of such Shares; and

(ii) new general mandate to repurchase securities of the Company up to 10% ("Proposed Repurchase Mandate") of the total number of Shares in issue (excluding Treasury Shares) as at the date of passing Resolution 5(B) of the AGM Notice.

As at the Latest Practicable Date, the Company had 3,549,468,771 Shares in issue. Subject to the passing of the ordinary resolution approving the Proposed Issue Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the exercise of the Proposed Issue Mandate in full would enable the Company to issue a maximum of 354,946,877 Shares. The grant of the Proposed Issue Mandate will provide the Directors with flexibility to issue Shares when it is in the interest of the Company to do so.

Subject to the passing of the ordinary resolution approving the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the exercise of the Proposed Repurchase Mandate in full would enable the Company to repurchase a maximum of 354,946,877 Shares.

Subject to the passing of the relevant ordinary resolutions at the AGM, the Proposed Issue Mandate and the Proposed Repurchase Mandate will continue to be in force until the earlier of:

(a) the conclusion of the first annual general meeting of the Company following the passing of the resolutions at which time the Proposed Issue Mandate and the Proposed Repurchase Mandate shall lapse unless, by ordinary resolution passed at that meeting, the Proposed Issue Mandate and the Proposed Repurchase Mandate are renewed, either conditionally or subject to conditions; or

(b) the revocation or variation of the authority given under Resolutions 5(A) and 5(B) as set out in the AGM Notice by an ordinary resolution of the Shareholders in a general meeting of the Company.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Proposed Repurchase Mandate is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consisted of seven Directors, namely Mr. Xu Shao Chun, Mr. Lin Bo, Ms. Dong Ming Zhu, Mr. Gary Clark Biddle, Mr. Zhou Jun Xiang, Ms. Katherine Rong Xin and Mr. Bo Lian Ming.

According to Article 116 of the Articles, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third, shall retire from office by rotation such that each Director (including those appointed for a specific term) will be subject to retirement by rotation at least once every three years at the annual general meetings. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. A retiring Director shall retain office until the close of the meeting at which he retires, and shall be eligible for re-election thereat.

The Nomination Committee, having reviewed the Board's composition, and noted that, pursuant to Article 116 of the Articles and the prevailing Nomination Policy, Mr. Bo Lian Ming, Mr. Lin Bo and Ms. Katherine Rong Xin are eligible for re-election, nominated these three Directors to the Board for it to recommend to the Shareholders for re-election at the AGM. Mr. Bo Lian Ming and Ms. Katherine Rong Xin, who were members of the Nomination Committee, had abstained from voting on the nomination when they were being considered. The nominations were made in accordance with the Nomination Policy and took into account the diversity aspects (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service), with due regard for the benefits of diversity, as set out under the board diversity policy of the Company.

The Company has also received the independence confirmations from the independent non-executive Directors, namely Mr. Bo Lian Ming and Ms. Katherine Rong Xin pursuant to Rule 3.13 of the Listing Rules and was satisfied with their independence. In view of the above, the Board believes the above independent non-executive Directors are independent.

The Nomination Committee also took into account Mr. Bo Lian Ming, Mr. Lin Bo and Ms. Katherine Rong Xin’s vast experience in strategic and business management and their contributions to the Board.

The Board accepted the nominations from the Nomination Committee and recommended Mr. Bo Lian Ming, Mr. Lin Bo and Ms. Katherine Rong Xin to stand for re-election by the Shareholders at the AGM. The Board considers that the re-election of each of them as a Director is in the best interests of the Company and the Shareholders as a whole. Each of them has indicated his/her willingness to offer him/herself for re-election at the AGM and abstained from the discussion and voting at the Board meeting regarding his/her own re-election.

The biographical details of the Directors for re-election are set out in Appendix II to this circular.

Further information about the Board’s composition and diversity (including the Directors’ gender, age, length of service and skill matrix), Directors’ attendance record at Board/committee meetings, and the number of directorships held by Directors in other public companies are disclosed in the Corporate Governance Report of the 2025 Annual Report of the Company.

If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the publication of the AGM Notice in accordance with Article 120 of the Articles, the Company will issue a supplementary circular to inform the Shareholders of the details of the additional candidate proposed.

PROPOSED ADOPTION OF AMENDED AND RESTATED ARTICLES

The Board proposes to make certain amendments to the Articles for the purposes of, among other things, (i) aligning the existing Articles with the expanded paperless listing regime, the holding of hybrid and electronic meetings by listed issuers and permitting electronic voting, and the new treasury shares regime under the Listing Rules; and (ii) incorporating certain minor consequential and housekeeping amendments.

Details of the Proposed Amendments are set out in Appendix III to this circular. The Chinese translation is for reference only. In case of any discrepancy or inconsistency between the English version and its Chinese translation, the English version shall prevail.

The Company’s legal advisers in respect of Hong Kong law and Cayman Islands law have respectively confirmed that the Proposed Amendments comply with the applicable requirements of the Listing Rules and do not contravene or violate the laws of the Cayman Islands. The Company also confirms that the Proposed Amendments are not unusual in the context of a Cayman Islands company listed on the Stock Exchange.

The Proposed Amendments and the adoption of the amended and restated Articles incorporating such amendments (which shall replace and supersede the existing Articles) are subject to the approval of the Shareholders by way of a special resolution at the AGM.

AGM

The AGM will be held at Kingdee Software Park, No. 2 Kejinan 12 Road, South District, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, the PRC, on Thursday, 28 May 2026 at 9:30 a.m. The AGM Notice is set out on pages 40 to 45 of this circular.

For the purpose of determining the list of Shareholders who are entitled to attend and vote at the AGM, the Register of Members will be closed from Friday, 22 May 2026 to Thursday, 28 May 2026 (both days inclusive), during which period no transfer of Shares will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 21 May 2026.

Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting thereof should you so wish and in such event, the form of proxy previously submitted shall be deemed to have been revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the AGM must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter (as defined in the Note to Rule 13.39(4) of the Listing Rules) to be voted on by a show of hands.

Pursuant to Rule 17.05A of the Listing Rules, trustees holding unvested Shares of the share award schemes of the Company (the "Share Award Schemes"), whether directly or indirectly, shall abstain from voting on matters that require Shareholders' approval under the Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner's direction and such a direction is given. As at the Latest Practicable Date, the number of unvested Shares held by the trustee of the Share Award Schemes was 20,840,828. Save for those unvested Shares held by the trustee of the Share Award Schemes, there is no Shareholder who has any material interest in the resolutions proposed at the AGM, therefore none of the Shareholders is required to abstain from voting on the resolutions.

RECOMMENDATION

The Directors believe that all the proposed resolutions are each in the best interests of the Company and the Shareholders as a whole, and accordingly, recommend all Shareholders to vote in favor of those resolutions to be proposed at the AGM.

Yours faithfully,
On behalf of the Board
Xu Shao Chun
Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This Appendix contains information required under Rule 10.06(1) (b) of the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in connection with the Proposed Repurchase Mandate. Neither the explanatory statement nor the Proposed Repurchase Mandate has any unusual features.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules provide that all repurchases of shares by a company with its primary listing on the Stock Exchange must be approved in advance by way of an ordinary resolution, either of a specific approval of a particular transaction or of a general mandate to the directors of the company to make such repurchases.

2. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 3,549,468,771. Subject to the passing of the ordinary resolution approving the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the exercise of the Proposed Issue Mandate in full would enable the Company to repurchase a maximum of 354,946,877 Shares, representing 10% of the total number of Shares in issue (excluding Treasury Shares) as at the date of passing the resolution, during the period from the date of the passing of the resolution to the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in a general meeting ("Proposed Repurchase Period").

The Company may cancel such repurchased Shares or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.

For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.

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APPENDIX I

EXPLANATORY STATEMENT

3. REASONS FOR THE REPURCHASE

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

4. SOURCE OF FUNDS

Repurchases of Shares made pursuant to the Proposed Repurchase Mandate must be made out of funds which are legally available for such purpose in accordance with the Memorandum and the Articles, the Listing Rules and the applicable laws of the Cayman Islands. The Company may cancel any Shares it repurchased and/or hold them as Treasury Shares to the extent permitted under all applicable laws, rules and regulations, subject to market conditions and the capital management needs at the relevant time of the repurchases.

There could be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts for the financial year ended 31 December 2025) in the event that the Proposed Repurchase Mandate was to be exercised in full at any time during the Proposed Repurchase Period. However, the Directors do not propose to exercise the Proposed Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position of the Company. The Directors would only exercise the power to repurchase in the circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole.

5. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 calendar months prior to and including the Latest Practicable Date:

	Price per Share
	Highest
HKD	Lowest
HKD
April 2025	13.74	10.06
May 2025	14.52	11.96
June 2025	15.90	11.84
July 2025	18.92	14.54
August 2025	19.00	15.12
September 2025	17.78	14.79
October 2025	17.73	14.20
November 2025	15.26	13.47
December 2025	14.29	12.93
January 2026	17.07	12.79
February 2026	13.00	9.70
March 2026	10.20	8.36
April 2026 (up to and including the Latest Practicable Date)	9.10	7.92

6. GENERAL

The Directors should exercise the Proposed Repurchase Mandate in accordance with the Listing Rules, the Memorandum and the Articles and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company or its subsidiaries in the event that the Proposed Repurchase Mandate is approved by the Shareholders.

No core connected person of the Company has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so in the event that the Company is authorized to make repurchases of the Shares.

7. TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If as a result of a repurchase of Shares pursuant to the Proposed 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 purpose 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 Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

To the best of the knowledge and belief of the Directors, an exercise of the Proposed Repurchase Mandate in full will not result in any person becoming obliged to make a mandatory general offer under Rule 26 of the Takeovers Code. The Directors also have no present intention to exercise the Proposed Repurchase Mandate to such an extent that would result in the amount of Shares held by the public being reduced to less than 25% of the total number of Shares in issue.

8. SHARE REPURCHASE MADE BY THE COMPANY

The Company had repurchased the following Shares on the Stock Exchange during the six months period preceding the Latest Practicable Date.

Trading Day	Number of Shares Repurchased	Highest Price Paid (HK$)	Lowest Price Paid (HK$)	Aggregate Price Paid (HK$)
04/02/2026	1,000,000	11.1	11.05	11,059,730
06/02/2026	500,000	10.87	10.85	5,432,460
20/03/2026	1,000,000	9.7	9.7	9,700,000
24/03/2026	1,000,000	9	9	9,000,000
26/03/2026	1,000,000	9	9	9,000,000
27/03/2026	3,000,000	8.6	8.56	25,791,630
30/03/2026	2,000,000	8.57	8.45	17,008,790
31/03/2026	3,000,000	8.55	8.47	25,562,810
01/04/2026	1,000,000	8.57	8.51	8,558,230
02/04/2026	1,000,000	8.3	8.27	8,291,250
13/04/2026	1,000,000	8	7.96	7,982,490
Total	15,500,000			137,387,390

APPENDIX II

RE-ELECTION OF DIRECTORS

BIOGRAPHICAL DETAILS OF DIRECTORS FOR RE-ELECTION

BO Lian Ming (薄锺明) (Mr. BO), aged 62, has been an independent non-executive Director since 30 December 2022. Mr. BO obtained a PhD in Management from Xi'an Jiaotong University in 2006. Mr. BO is the founder and chief enterprise growth designer of Shenzhen Mingwei Management Consulting Co., Ltd. Mr. BO served as a chief accountant of Shenzhen Airlines Co., Limited from 1993 to 2000; successively served as vice president, president and executive director of TCL Technology Group Corporation (a company listed on the Shenzhen Stock Exchange, stock code: 000100) from 2000 to 2018, and served as executive director, chief executive officer and the chairman of the board of TCL Electronics Holdings Limited (formerly named as TCL Multimedia Technology Holdings Limited) (a company listed on the Main Board of the Stock Exchange, stock code: 1070) from 2010 to 2018. He was the general manager and director of Appotronics Corporation Limited, (a company listed on the Shanghai Stock Exchange, stock code: 688007) from 2018 to 2022. Mr. BO is currently a representative of the Shenzhen Municipal People's Congress, an executive dean of the College of Industry-Entrepreneurs of Xi'an Jiaotong-Liverpool University, a practical distinguished professor of the National School of Development of Peking University, a distinguished professor of management practice of the HSBC Business School of Peking University, and a member of the Federation of Shenzhen Commerce, Professor of Management Practice at the School of Business of National University of Singapore and Distinguished Professor of the HEC Management School of the University of Liege, Belgium. Mr. BO served as an independent director of Shenzhen SFC Holdings Co., Ltd. (a company listed on the Shenzhen Stock Exchange, stock code: 301558) from December 2023 to December 2024.

As at the Latest Practicable Date, Mr. BO was deemed to be interested in 60,000 Shares, representing approximately $0.002\%$ of the total number of Shares in issue.

Save as disclosed above, as at the Latest Practicable Date, Mr. BO did not (i) hold any other positions in the Group, nor had he held any other directorship in any other listed public companies in Hong Kong or overseas in the last three years immediately preceding the Latest Practicable Date; (ii) have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; and (iii) have any interest in the shares, underlying shares or debentures of the Company and/or its associated corporations (within the meaning of Part XV of the SFO).

Pursuant to the letter of appointment entered into between the Company and Mr. BO, Mr. BO serves as an independent non-executive Director for two years with effect from 30 December 2024, subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles. Mr. BO is entitled to an annual Director's remuneration of RMB150,000 after tax, subject to annual review by the Board on recommendations of the Remuneration Committee, with reference to market rates, the positions he holds in the Board committees and his duties and responsibilities within the Group and his experience. Save as disclosed above, Mr. BO is not entitled to any other emoluments from the Company.

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APPENDIX II

RE-ELECTION OF DIRECTORS

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Mr. BO as a Director nor is there any information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Katherine Rong XIN (Ms. XIN), aged 62, has been an independent non-executive Director since 31 December 2021. Ms. XIN received a master’s degree in applied linguistics from the Graduate University of Chinese Academy of Sciences (中國科學院研究生院) in July 1986, and a master’s degree in business administration (MBA) from the California State University in June 1991. She obtained a doctor’s degree in business administration from the University of California in June 1995. Ms. XIN has been a professor of management since September 2001 at the China Europe International Business School (中歐國際工商學院). She served as an assistant professor of management at the University of Southern California from September 1995 to August 1999. She served as an associate professor of management at HKUST from September 1999 to August 2001, and as a professor of management in the Faculty of International Institute for Management Development (IMD), Lausanne, Switzerland from August 2006 to December 2009. Ms. XIN was awarded the Chinese Most Cited Researchers by Elsevier, a global provider of scientific, technical, and medical information, for ten consecutive years from 2014 to 2024. Ms. XIN is currently an independent non-executive director of each of Horizon Robotics (a company listed on the Main Board of the Stock Exchange, stock code: 9660), EuroEyes International Eye Clinic Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1846) and Landsea Green Life Service Company Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1965). Ms. XIN served as an independent director of Contemporary Amperex Technology Co., Ltd. (a company listed on the Shenzhen Stock Exchange, stock code: 300750) from November 2022 to December 2024.

Save as disclosed above, as at the Latest Practicable Date, Ms. XIN did not (i) hold any other positions in the Group, nor had she held any other directorship in any other listed public companies in Hong Kong or overseas in the last three years immediately preceding the Latest Practicable Date or other major appointment or professional qualifications; (ii) have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company; and (iii) have any interest in the shares, underlying shares and debentures of the Company and/or its associated companies (within the meaning of Part XV of the SFO).

Pursuant to the terms of a letter of appointment entered into between the Company and Ms. XIN, Ms. XIN serves as an independent non-executive Director for two years with effect from 1 January 2026 subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles. Ms. XIN is entitled to an annual Director’s remuneration of HKD200,000 before tax, subject to annual review by the Board on recommendations of the Remuneration Committee, with reference to market rates, the positions she holds in the Board committees and her duties and responsibilities within the Group and her experience. Ms. XIN is not entitled to any bonus in respect of her role as an independent non-executive Director.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders in connection with the re-election of Ms. XIN as a Director nor is there any information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

• 12 -

LIN Bo (林波) (Mr. LIN), aged 52, has been an executive Director since 2016. Mr. LIN obtained a bachelor's degree of Computer Science from Xiamen University. He is currently the chief financial officer of the Company. After joining the Company in 1997, Mr. LIN has served as the general manager of the Company in the Fujian Province Region, the general manager of the Operation Management Department and the director of the Strategic Development Department of the Group. Mr. LIN has extensive experience in strategic planning, marketing management and financial management. Mr. LIN has been awarded the "Top 10 CFO in China of the year 2018".

Save as disclosed above, as at the Latest Practicable Date, Mr. LIN did not (i) hold any other positions in the Group, nor had he held any other directorship in any other listed public companies in Hong Kong or overseas in the last three years immediately preceding the Latest Practicable Date or other major appointments or professional qualifications; and (ii) have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.

Pursuant to the letter of appointment entered into between the Company and Mr. LIN, Mr. LIN serves as an executive Director for two years with effect from 12 March 2026, subject to retirement by rotation and re-election at the annual general meeting of the Company pursuant to the Articles. Mr. LIN is entitled to an annual Director's remuneration of RMB150,000 after tax, subject to annual review by the Board on recommendations of the Remuneration Committee, with reference to market rates, the positions he holds in the Board committees and his duties and responsibilities within the Group and his experience. Mr. LIN is not entitled to any bonus in respect of his role as an executive Director.

As at the Latest Practicable Date, Mr. LIN was deemed to be interested in 1,767,298 Shares, representing approximately $0.04\%$ of the total number of Shares in issue.

• 13 -

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

The following set out details of the Proposed Amendments. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the existing Articles.

Specific amendments

Article No.	Proposed Amendments (showing changes to the existing Articles)
2	...
	address	for the purposes of these Articles, “address” shall include an electronic address unless the Act or the Listing Rules require a postal address;
	announcement	shall mean an official publication of a notice or document of the Company, including a publication, subject to and to such extent permitted by the Listing Rules, by electronic communication or by advertisement published in the newspapers or in such manner or means ascribed and permitted by the Listing Rules and applicable laws;
	ASR Code	shall mean the Code of Conduct for Approved Securities Registrars published by the SFC as amended from time to time;
	Central Clearing and Settlement System	shall mean the Central Clearing and Settlement System operated by HKSCC;
	Competent regulatory authority	shall mean a competent regulatory authority in the territory where the shares of the Company are listed or quoted on a stock exchange in such territory;

APPENDIX III

PROPOSED AMENDMENTS TO THE ARTICLES

Article No.	Proposed Amendments (showing changes to the existing Articles)
	...
	electronic communication	shall mean a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other similar means in any form through any medium;
	electronic meeting	shall mean a general meeting held and conducted wholly and exclusively by virtual attendance and participation by members of the Company and/or proxies by means of electronic facilities;
	Electronic System	shall mean any system for holding and transferring securities in electronic form approved by applicable law or regulation or under the Securities and Futures Ordinance or the USM Rules, including but not limited to UNSRT System and any other clearing or settlement system;
	...
	HKSCC	shall mean the Hong Kong Securities Clearing Company Limited;
	...
	hybrid meeting	shall mean a general meeting convened for the (i) physical attendance by members of the Company and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations; and (ii) virtual attendance and participation by members of the Company and/or proxies by means of electronic facilities;
	...
	Meeting Location	has the meaning given to it in Article 79A(1);

• 15 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
	...
	physical meeting shall mean a general meeting held and conducted by physical attendance and participation by members of the Company and proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations;
	Principal Meeting shall have the meaning given to it in Article 73(a);
	Place
	...
	Securities and Futures Ordinance
	SFC shall mean the Securities and Futures Commission of Hong Kong;
	Statutes
	the Act and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, the Memorandum of Association of the Company and/or these Articles;

• 16 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
	...
	treasury shares shall mean shares repurchased and held by the Company in treasury as authorized by the Act which, for the purpose of these Articles, include shares repurchased by the Company and held or deposited in Central Clearing and Settlement System for sale on the Exchange;
	Uncertificated shall mean a share or other security of the Company that is not evidenced by a certificate and is recorded in the register as being held in uncertificated form, including through Electronic System, UNSRT System, any other electronic system or clearing house;
	UNSRT System shall mean an uncertificated securities registration and transfer system, and in relation to any shares or securities of the Company, a computer-based system, together with procedures and other facilities, that (a) enables title to the shares and securities to be evidenced and transferred without an instrument; and (b) facilitates supplementary and incidental matters;
	USM Rules shall mean the Securities and Futures (Uncertificated Securities Market) Rules (Cap. 571AS) made under the Securities and Futures Ordinance;

• 17 -

Article No.

Proposed Amendments (showing changes to the existing Articles)

... writing/printing shall include writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form and, only where used in connection with a notice served by the Company on members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be usable for subsequent reference; expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form, including electronic writing or display (such as digital documents or electronic communications), provided that both the mode of service of the relevant document or notice and the member’s election comply with all applicable Statutes, rules and regulations;

• 18 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
	...
	singular and plural	words denoting the singular shall include the plural and words denoting the plural shall include the singular; and
	Electronic Transactions Act	Sections 8 and 19 of the Electronic Transactions Act (As Revised) of the Cayman Islands shall not apply: to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles;
	statutory provisions	references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re enactment thereof for the time being in force;
	document and notice	references to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;
	right to speak	references to the right of a member of the Company to speak at an electronic meeting or a hybrid meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made to all persons present at the meeting, either orally or in writing using electronic facilities;

• 19 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
	meeting	a reference to a meeting: (a) shall mean a meeting convened and held in any manner permitted by these Articles and any member of the Company or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly, and (b) shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 79(E);
	participation in meeting	references to a person's participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly;
	electronic facilities	references to electronic facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call systems (telephone, video, web or otherwise);
	member being corporation	where a member of the Company is a corporation, any reference in these Articles to a member shall, where the context requires, refer to a duly authorised representative of such member;

• 20 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
	print or printed	unless the context otherwise requires, any reference to “print”, “printed”, or “printed copy” and “printing” shall be deemed to include electronic versions or electronic copies;
	place	any reference to the term “place” within these Articles shall be construed as applicable only in contexts where a physical location is required or relevant. Any reference to a “place” for the delivery, receipt, or payment of monies, whether by the Company or by members of the Company, shall not preclude the use of electronic means for such delivery, receipt, or payment. For the avoidance of doubt, references to a “place” in the context of meetings shall include physical, electronic, or hybrid meeting formats, as permitted by applicable laws and regulations. Notices of meetings, adjournments, postponements, or any other references to a “place” shall be interpreted to include virtual platforms or electronic means of communication where applicable. Where the term “place” is out of context, unnecessary, or not applicable, such reference shall be disregarded without affecting the validity or interpretation of the relevant provision; and
	voting	all voting rights referred to in these Articles shall exclude the voting rights attached to treasury shares.

• 21 -

Article No.

Proposed Amendments (showing changes to the existing Articles)

7

Subject to the Act, or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of shares, the Company shall have the power to purchase or otherwise acquire all or any of its own shares (which expression as used in this Article includes redeemable shares) provided that the manner of purchase has first been authorized by a resolution of the shareholders, and to purchase or otherwise acquire warrants for the subscription or purchase of its own shares, and shares and warrants for the subscription or purchase of any shares in any company which is its holding company and may make payment therefore in any manner authorized or not prohibited by law, including out of capital, or to give, directly or indirectly, by means of a loan, a guarantee, a gift, an indemnity, the provision of security or otherwise howsoever, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any shares or warrants in the Company or any company which is a holding company of the Company and should the Company purchase or otherwise acquire its own shares or warrants neither the Company nor the Board shall be required to select the shares or warrants to be purchased or otherwise acquired rateably or in any other manner as between the holders of shares or warrants of the same class or as between them and the holders of shares or warrants of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that any such purchase or other acquisition or financial assistance shall only be made in accordance with any relevant code, rules or regulations issued by the Exchange or the Securities and Futures Commission of Hong Kong SFC from time to time in force. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Act. Subject to the Act, the Listing Rules and/or the rules of any competent regulatory authority, the Company is further authorised to hold any repurchased, redeemed or surrendered shares as treasury shares without the need for a separate resolution of the Board for each instance.

• 22 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
14A	For Notwithstanding the provisions of Article 37, for so long as any shares are listed on the Exchange, title to such listed shares may be evidenced and transferred in accordance with the Listing Rules that are or shall be applicable to such listed shares. The register of members maintained by the Company in respect of such listed shares (whether the principal register or a branch register) may be kept by recording the particulars required by Section 40 of the Act in a form otherwise than legible (provided it is capable of being reproduced in a legible form) if such recording otherwise complies with the Listing Rules that are or shall be applicable to such listed shares. Subject to the Act and all applicable laws and regulations, including the Securities and Futures Ordinance and USM Rules, transfers of shares may be effected in Uncertificated form through the Electronic System, including UNSRT System, the Central Clearing and Settlement System, or any other system approved by the Exchange or the SFC.
14B	The register may be maintained in electronic form and may reflect holdings in both certificated and Uncertificated form provided that it must be readily retrievable and capable of being printed or exported. The Company may integrate the register with any Electronic System.
15	(a) Except when a register is closed and, if applicable, subject to the additional provisions of paragraph (d) of this Article, the principal register and any branch register maintained in Hong Kong shall during business hours be kept open for inspection by any member and holders of Prescribed Securities (as defined in the USM Rules) without charge.

...

(d) Any register held in Hong Kong shall during normal business hours (subject to such reasonable restrictions as the Board may impose) be open to inspection by a member without charge and any other person on payment of such fee not exceeding the maximum amount as may from time to time be permitted under the Listing Rules as the Board may determine for each inspection.

... |

• 23 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
16	Every person whose name is entered as a member in the register shall be entitled to hold their shares in Uncertificated form through the Electronic System, in compliance with the Listing Rules and other relevant regulations. The Company shall not be required to issue a certificate for any share held in Uncertificated form unless required by law. A statement or confirmation from the relevant Electronic System or electronic Register shall be sufficient evidence of title to Uncertificated shares. Where Shares are held in certificated form, eEvery person whose name is entered as a member in the register shall be entitled to receive within the relevant time limit as prescribed in by the Act, the ASR Code or as the Exchange may from time to time determine, whichever is shorter, if such a time limit is applicable, and subject to payment of any fees which may be payable under Article 43, after allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide), one certificate for all his shares of each class or, if he shall so request, in a case where the allotment or transfer is of a number of shares in excess of the number for the time being forming an Exchange board lot, upon payment of any fees which may be payable under Article 43, such numbers of certificates for shares in Exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders. All certificates for shares shall be delivered personally or sent through the post addressed to the member entitled thereto at his registered address as appearing in the register. The Company shall comply with all applicable laws and regulations to facilitate the holding, transfer, and registration of its shares in Uncertificated form, including electronic processes for corporate actions, as required by the Uncertificated securities market regime of the Exchange.
17	Every certificate for shares or debentures or representing any other form of security of the Company shall (when issued) be issued under the seal of the Company, which shall only be affixed with the authority of the Board.
18	Every share certificate (when issued) shall specify the number and class of shares in respect of which it is issued and the amount paid thereon or the fact that they are fully paid, as the case may be, and may otherwise be in such form as the Board may from time to time prescribe.

• 24 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
20	If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee, if any, not exceeding such amount as may from time to time be permitted under the Listing Rules ASR Code or such lesser sum as the Board may from time to time require and on such terms and conditions, if any, as to publication of notices, evidence and indemnity, as the Board thinks fit and where it is defaced or worn out, after delivery up of the old certificate to the Company for cancellation.
38	Subject to the Act and all applicable laws and regulations, including the Securities and Futures Ordinance and USM Rules, transfers of shares may be effected in Uncertificated form through the Electronic System, including the UNSRT System, the Central Clearing and Settlement System, or any other system approved by the Exchange or the SFC, without the need for a written instrument of transfer in accordance with the rules and procedures of the Electronic System. For certificated shares, the The instrument of transfer shall be executed by or on behalf of the transferor and by or on behalf of the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. The instrument of transfer of any certificated share shall be in writing and shall be executed with a manual signature or facsimile signature (which may be machine imprinted or otherwise) by or on behalf of the transferor and transferee provided that in the case of execution by facsimile signature by or on behalf of a transferor or transferee, the Board shall have previously been provided with a list of specimen signatures of the authorized signatories of such transferor or transferee and the Board shall be reasonably satisfied that such facsimile signature corresponds to one of those specimen signatures. The transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register in respect thereof.

• 25 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
41	The Board may also decline to register any transfer of any shares unless:

(a) for certificated shares, the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates (which shall upon registration of the transfer be cancelled) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and

(b) if applicable, the instrument of transfer is in respect of only one class of shares; and

(c) if applicable, the instrument of transfer is properly stamped (in circumstances where stamping is required); and

... |
| 43 | Upon every transfer of shares the certificate held by the transferor if one has been issued shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and (where the shares are not participating securities for the purpose of the USM Rules) a new certificate shall upon request by the transferee be issued, on payment by the transferee of such fee not exceeding the maximum amount as the Exchange ASR Code may from time to time determine to be payable or such lesser sum as the Board may from time to time require, to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor, a new certificate in respect thereof (where the shares are not participating securities for the purpose of the USM Rules) shall be issued to him upon request, on payment by the transferor of such fee not exceeding the maximum amount as the Exchange ASR Code may from time to time determine to be payable or such lesser sum as the Board may from time to time require. The Company shall also retain the instrument(s) of transfer. |
| 70 | The Company shall for each financial year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice(s) calling it and such annual general meeting must be held within six (6) months after the end of the Company’s financial year unless a longer period would not infringe the Listing Rules, if any. The annual general meeting shall be held at such time and place as the Board shall appoint. |

• 26 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
71	All general meetings other than annual general meetings shall be called extraordinary general meetings. All general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in any part of the world and at one or more locations as provided in Article 79A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion.
72	The Board may, whenever it thinks fit, convene an extraordinary general meeting. General meetings shall also be convened and resolutions shall be added to the agenda of a meeting on the written requisition of any one or more members of the Company holding together, as at the date of deposit of the requisition, share(s) representing not less than one-tenth of the paid up capital of the Company (excluding treasury shares) which carry the right of voting at general meetings of the Company (on a one vote per share basis). The written requisition shall be deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and the resolutions to be considered at the meeting, and signed by the requisitionist(s). If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene the meeting, the requisitionist(s) themselves or any of them may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Board provided that any meeting so convened shall not be held after the expiration of three months from the date of deposit of the requisition, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to them by the Company.

• 27 -

Article No.

Proposed Amendments (showing changes to the existing Articles)

73

(a) An annual general meeting and any extraordinary general meeting called for the passing of a special resolution of the Company shall be called by at least 21 days’ notice in writing and any other extraordinary general meeting shall be called by at least 14 days’ notice in writing. Subject to the requirements of the Listing Rules, the notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the time, place, and agenda of the meeting, particulars of the resolutions to be considered at the meeting and in the case of special business (as defined in Article 75) the general nature of that business. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Notice of every general meeting shall be given to the Auditors and to all members other than to such members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a member and to each of the Directors. The notice shall specify (a) the time and date of the meeting, (b) save for an electronic meeting, the place of the meeting, and if there is more than one meeting location as determined by the Board pursuant to Article 79A, the principal place of the meeting (the “Principal Meeting Place”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of resolutions to be considered at the meeting. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all members of the Company other than to such members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a member and to each of the Directors and the Auditors.

• 28 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
77	If within 15 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and (where applicable) place and in such form and manner referred to in Article 71 as shall be decided by the Board, and if at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the member or members present in person (or in the case of a corporation, by its duly authorized representative) or by proxy shall be a quorum and may transact the business for which the meeting was called.
78	(1) The Chairman shall take the chair at every general meeting, or, if there be no such Chairman or, if at any general meeting such Chairman shall not be present within 15 minutes after the time appointed for holding such meeting or is unwilling to act, the Directors present shall choose another Director as Chairman, and if no Director be present, or if all the Directors present decline to take the chair, or if the Chairman chosen shall retire from the chair, then the members present (whether in person or represented by proxy or duly authorized representative) shall choose one of their own number to be Chairman.

(2) If the chairman of a general meeting held in any form is participating in the general meeting using an electronic facility or facilities which is hereby permitted and becomes unable to participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with Article 78(1) above) shall preside as chairman of the meeting unless and until the original chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities. |

• 29 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
79	Subject to Article 79C, the The Chairman may, with without the consent of any general meeting, or shall at the direction of the meeting, at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and/or from place to place and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine. Whenever a meeting is adjourned for 14 days or more, at least seven clear days’ notice, specifying the details set out in Article 73(a) the place, the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
79A	(1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any member or any proxy attending and participating in such way or any member or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

(2) All general meetings are subject to the following and, where appropriate, all references to a “member” or “members” in this sub-paragraph (2) shall include a proxy or proxies respectively:

(a) where a member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place; |

• 30 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
	(b) members present in person or by proxy at a Meeting Location and/or members attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that members at all Meeting Locations and members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;
	(c) where members attend a meeting by being present at one of the Meeting Locations and/or where members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and
	(d) if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the notice for the meeting.

• 31 -

Article No.	Proposed Amendments (showing changes to the existing Articles)
79B	The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.
79C	If it appears to the chairman of the general meeting that:
(a) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting may be attended have become inadequate for the purposes referred to in Article 79A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting; or
(b) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or
(c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or
(d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting;
then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

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Article No.	Proposed Amendments (showing changes to the existing Articles)
79D	The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.
79E	If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

(a) when a meeting is so postponed, the Company shall endeavour to post a notice of such postponement on the Company’s website as soon as practicable (provided that failure to post such a notice shall not affect the automatic postponement of a meeting); |

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Article No.	Proposed Amendments (showing changes to the existing Articles)
	(b) when only the form of the meeting or electronic facilities specified in the notice are changed, the Board shall notify the members of details of such change in such manner as the Board may determine;

(c) when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice to Article 79, unless already specified in the original notice of the meeting, the Board shall fix the date, time, place (if applicable) and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the members of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting; and

(d) notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original notice of general meeting circulated to the members. |
| 79F | All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 79C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting. |
| 79G | Without prejudice to other provisions in Article 79, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. |

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Article No.	Proposed Amendments (showing changes to the existing Articles)
91	The instrument appointing a proxy shall be in such form, including electronic or otherwise, as the Board may determine and in the absence of such determination, shall be in writing, which may include electronic writing, and signed by The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorized in writing, or if the appointor is a corporation, either under its seal or under the hand of signed by an officer, attorney or other person duly authorized to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.
92	(1) The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

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Article No.	Proposed Amendments (showing changes to the existing Articles)
	(2) The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority, (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered at the registered office of the Company (or at such other place as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith), or if the Company has provided an electronic address in accordance with the preceding paragraph, shall be received at the electronic address specified, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default and subject to Article 93, the instrument of proxy shall not be treated as valid provided always that the Chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
155	……
	(c) For the avoidance of doubt, any dividend, interest, or other sum payable in cash may also be paid by electronic funds transfer on such terms and conditions as the Directors may determine.

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Article No.	Proposed Amendments (showing changes to the existing Articles)
Payment of Corporate Action Proceeds and Electronic Instructions
183	Payment of Corporate Action Proceeds and Electronic Instructions	183. To the extent permitted by applicable law and unless otherwise restricted or prohibited by the Listing Rules, the Company shall: (a) accept instructions from members and its securities holders (including but not limited to dividend election instructions, payment choice instructions, responses to “corporate communication” and “actionable corporate communications” within the meaning ascribed thereto under the Listing Rules, and instructions regarding any meeting of the securities holders such as meeting attendance indications, proxy appointments, revocations, voting directions, and responses to corporate communications) transmitted by electronic means, in such manner and subject to reasonable authentication measures as the Board may from time to time determine; (b) accept payment from members and its securities holders by any electronic means, including through any payment system in Hong Kong operated by Hong Kong Interbank Clearing Limited for settling inter-bank payments on a real-time gross settlement basis, or by such other means as the Board considers appropriate, if the Company makes an offer to members and its securities holders to subscribe for any new securities; and

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Article No.	Proposed Amendments (showing changes to the existing Articles)
Certificated Securities and Electronic Processes
183	Payment of Corporate Action Proceeds and Electronic Instructions	(c) pay any corporate action proceeds (including proceeds paid by the Company to members and its securities holders in connection with its corporate actions, such as the distribution of dividends and other entitlements, refunds in respect of applications for, and/or (where applicable) excess applications in connection with, rights issues, open offers, and offers made to a specified group of such holders on a preferential basis; and payments in connection with takeovers and privatisations) by any electronic means, including through any payment system in Hong Kong operated by Hong Kong Interbank Clearing Limited for settling inter-bank payments on a real-time gross settlement basis, or by such other means as the Board considers appropriate.

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Article No.	Proposed Amendments (showing changes to the existing Articles)
Certificated Securities and Electronic Processes
184	Certificated 184. Securities and Electronic Processes	The Company shall comply with all applicable laws and regulations, including the Securities and Futures Ordinance and the USM Rules, to facilitate the holding, transfer, and registration of its shares or other prescribed securities in Uncertificated form through electronic means, including via the Electronic System, including UNSRT System or other systems approved by the SFC and the Exchange. The Company may adopt any technology, system, or method for the issuance, holding, and transfer of shares or securities, whether currently existing or developed in the future, provided such adoption complies with applicable laws and regulations. The Company is authorised to take all reasonably practicable steps to support electronic communication with securities holders, including but not limited to electronic voting, proxy instructions, and distribution of corporate action proceeds, and to maintain compatibility with the Uncertificated securities market regime. Any provisions in these Articles relating to the issuance, holding, or transfer of securities (including shares) or concerning share certificates shall be interpreted to permit compliance with such electronic processes and systems, to the extent permitted by the laws of the Cayman Islands.

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NOTICE OF ANNUAL GENERAL MEETING

金蝶國際軟件集團有限公司

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “Meeting”) of Kingdee International Software Group Company Limited (the “Company”) will be held at Kingdee Software Park, No. 2 Kejinan 12 Road, South District, Hi-Tech Industrial Park, Nanshan District, Shenzhen, Guangdong Province, The People’s Republic of China (the “PRC”) on Thursday, 28 May 2026 at 9:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated accounts, the report of the directors of the Company (the “Directors”) and the report of the auditors of the Company for the year ended 31 December 2025:

2. (A) To re-elect Mr. Lin Bo as an executive Director.

(B) To re-elect Ms. Katherine Rong Xin as an independent non-executive Director.

(C) To re-elect Mr. Bo Lian Ming as an independent non-executive Director.

1. To authorize the board of Directors (the “Board”) to fix the remuneration of the Directors.

2. To consider and approve the re-appointment of PricewaterhouseCoopers, the retiring auditors of the Company, as the auditors of the Company and to authorize the Board to fix their remuneration.

3. 40 -

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, to pass, with or without amendments, the following resolution No. 5 as ordinary resolutions of the Company:

(A) “THAT

(i) subject to sub-paragraph (iii) of this resolution, pursuant to The Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional shares of the Company (the “Shares”) (including sale and transfer of treasury Shares) and to make, issue or grant offers, agreements, options (including bonds, warrants and securities or debentures convertible into Shares) and rights of exchange or conversion which might require the exercise of such powers either during or after the Relevant Period, be and is hereby generally and unconditionally approved;

(ii) the approval in sub-paragraph (i) of this resolution shall authorize the Directors during the Relevant Period to make, issue or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares) and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period;

(iii) the total number of Shares allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, a conversion or otherwise) by the Directors pursuant to the approval in sub-paragraph (i) of this resolution, otherwise than pursuant to (a) a Rights Issue (as defined below); or (b) the exercise of warrants to subscribe for Shares or any securities which are convertible into Shares or the exercise of options granted under any share option schemes adopted by the Company shall not exceed 10% of the total number of Shares in issue (excluding treasury Shares) as at the date of the passing of this resolution and this approval shall be limited accordingly;

(iv) any Shares to be allotted and issued (whether wholly or partly for cash or otherwise) pursuant to the authority sets out in this resolution shall not be at a discount of more than 10% to the Benchmarked Price (as hereinafter defined) of such Shares; and

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(v) for the purpose of this resolution:

"Benchmarked Price" means the price which is the higher of:

(a) the closing price of the Shares as quoted on the Stock Exchange on the date of the agreement involving the proposed issue of Shares; and

(b) the average closing price as quoted on the Stock Exchange of the Shares for the five trading days immediately preceding the earliest of:

(i) the date of announcement of the transaction or arrangement involving the relevant proposed issue of Shares;

(ii) the date of the agreement involving the relevant proposed issue of Shares; and

(iii) the date on which the price of the Shares that are proposed to be issued is fixed.

"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

(c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution in general meeting of the Company.

"Rights Issue" means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares (excluding treasury Shares) on the register of members on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to overseas shareholders or fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).

References to an allotment, issue, grant or offer of securities or Shares shall include a sale or transfer of treasury Shares."

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(B) "THAT

(i) subject to sub-paragraph (ii) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(ii) the total number of Shares which the Company is authorized to repurchase pursuant to the approval in sub-paragraph (i) above shall not exceed 10% of the total number of Shares in issue (excluding treasury Shares) as at the date of the passing of this resolution, and this approval shall be limited accordingly; and

(iii) for the purpose of this resolution:

"Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

(c) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting of the Company."

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SPECIAL RESOLUTION

1. To consider as special business and, if it is thought fit, pass the following resolution, as a special resolution of the Company:

"THAT

the existing amended and restated articles of association of the Company be amended in the manner as set out in the circular of the Company dated 23 April 2026 (the "Circular"), the new amended and restated articles of association of the Company in the form produced to the meeting, a copy of which has been produced to the meeting marked "A" and signed by the chairman of the annual general meeting for the purpose of identification, which consolidates all the proposed amendments mentioned in the Circular, be approved and adopted in substitution for and to the exclusion of the existing amended and restated articles of association of the Company with immediate effect after the close of the meeting and that any one of the Directors be and is hereby authorized to do all things necessary to implement the adoption of the new amended and restated articles of association of the Company."

By order of the Board

KINGDEE INTERNATIONAL SOFTWARE GROUP COMPANY LIMITED

Xu Shao Chun

Chairman

Shenzhen, the PRC, 23 April 2026

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Registered Office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands

Principal Place of Business in the PRC:
Kingdee Software Park
No. 2 Kejinan 12 Road
South District
Hi-Tech Industrial Park
Nanshan District
Shenzhen, Guangdong Province
The PRC

Notes:

(i) A Shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a Shareholder.

(ii) In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy of such power or authority), must be delivered to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. If the proxy form so delivered is returned without an indication on how to vote, the proxy will have full discretion on whether or not he/she votes and if so how.

(iii) Delivery of an instrument appointing a proxy should not preclude a Shareholder from attending and voting in person at the Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.

(iv) For the purpose of determining the list of Shareholders who are entitled to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, 22 May 2026 to Thursday, 28 May 2026 (both days inclusive), during which period no transfer of Shares will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Thursday, 21 May 2026.

(v) If Shareholders have any particular access request or special needs for participating in the Meeting, please contact the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (telephone: +852 2862 8637).

As at the date of this notice, the Board comprises Mr. Xu Shao Chun (Chairman of the Board and Chief Executive Officer) and Mr. Lin Bo (Chief Financial Officer) as executive Directors; Ms. Dong Ming Zhu and Mr. Gary Clark Biddle as non-executive Directors; and Mr. Zhou Jun Xiang, Ms. Katherine Rong Xin and Mr. Bo Lian Ming as independent non-executive Directors.

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