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Logory Logistics Technology Co., Ltd. Proxy Solicitation & Information Statement 2026

Apr 27, 2026

50618_rns_2026-04-27_57c880a4-dbcd-4e39-951c-150debe158a5.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Logory Logistics Technology Co., Ltd., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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LOGORY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

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

(Stock Code: 2482)

(1) 2025 ANNUAL REPORT
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR 2025
(3) WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2025
(4) PROFIT DISTRIBUTION PLAN FOR 2025
(5) PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2026
(6) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS
(7) PROPOSED RE-ELECTION AND APPOINTMENT OF SUPERVISORS
(8) PROPOSED REMUNERATION FOR THE DIRECTORS AND SUPERVISORS
(9) BANK CREDIT AND BANK LOANS IN 2026
(10) PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES IN 2026
(11) PROPOSED GRANT OF ISSUE GENERAL MANDATE
(12) PROPOSED GRANT OF REPURCHASE GENERAL MANDATE AND
(13) NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting to be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China on Thursday, May 28, 2026 at 2:00 p.m. is set out in this circular and being despatched to the Shareholders.

Whether or not you are able to attend the Annual General Meeting, please complete, sign and return the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon. The form of proxy must be signed by you or your attorney duly authorized in writing or, in case of a legal person, must either be executed under its seal or under the hand of its director or other attorney duly authorized to sign the same. If the form of proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarially certified. In the case of joint holders of Shares, only the holder whose name stands first in the register of members of the Company shall alone be entitled to vote at the Annual General Meeting either in person or by proxy in respect of such Shares. For holders of H Shares, please return the proxy form together with any documents of authority to the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 24 hours before the respective time appointed for the Annual General Meeting or any adjournment thereof. For holders of the Domestic Shares, please return the proxy form together with any documents of authority to the Company's registered office, at No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China as soon as possible but in any event not less than 24 hours before the respective time appointed for the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish and in such event, the form of proxy shall be deemed revoked.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.logory.com).

April 28, 2026


CONTENTS

Page

Definitions 1

Letter from the Board

  1. Introduction 4
  2. 2025 Annual Report 4
  3. Work Report of the Board of Directors for 2025 4
  4. Work Report of the Board of Supervisors for 2025 4
  5. Profit Distribution Plan for 2025 4
  6. Proposed Re-appointment of Auditors for 2026 5
  7. Proposed Re-election and Appointment of Director 5
  8. Proposed Re-election and Appointment of Supervisors 7
  9. Proposed Remuneration for the Directors and Supervisors 8
  10. Bank Credit and Bank Loans in 2026 9
  11. Provision of Guarantee in Favour of Wholly-owned Subsidiaries in 2026 9
  12. Proposed Grant of Issue General Mandate 11
  13. Proposed Grant of Repurchase General Mandate 11
  14. Notice of Annual General Meeting 13
  15. Recommendation 14

Appendix I — Biographical Details of the Directors Proposed to be Appointed and Re-elected at the Annual General Meeting 15

Appendix II — Biographical Details of the Supervisors Proposed to be Appointed at the Annual General Meeting 22

Appendix III — Explanatory Statement 25

Notice of Annual General Meeting 30


DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company to be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China on Thursday, May 28, 2026 at 2:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 30 to 34 of this circular, or any adjournment thereof

“Articles of Association” the articles of association of the Company currently in force

“Board” the board of Directors

“Board of Supervisors” the board of Supervisors

“China” or “PRC” the mainland of the People’s Republic of China, for the purpose of this circular and geographical reference only, excluding Hong Kong, Macau Special Administrative Region and Taiwan

“Company” Logory Logistics Technology Co., Ltd., a joint stock company incorporated in the People’s Republic of China with limited liability, H Shares of which are listed on the Main Board of the Stock Exchange

“Company Law” the Company Law of the PRC

“Director(s)” the director(s) of the Company

“Domestic Share(s)” ordinary share(s) in the registered share capital of the Company, with a nominal value of RMB0.0625 each, which are subscribed for and paid up in Renminbi by domestic investors

“Domestic Shareholder(s)” the registered holder(s) of the Domestic Shares

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“H Share(s)” the overseas listed foreign shares with a nominal value of RMB0.0625 each in the share capital of the Company, which are listed on the Stock Exchange and subscribed for and traded in Hong Kong Dollars

  • 1 -

DEFINITIONS

“H Shareholder(s)” the registered holder(s) of the H Shares

“Issue General Mandate” a general mandate proposed to be granted to the Directors to allot, issue or deal with additional H Shares of not exceeding 20% of the total number of issued H shares of the Company as at the date on which the Issue General Mandate is approved by the Shareholders

“Latest Practicable Date” April 16, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

“Listing Date” March 9, 2023, the date on which the H Shares of the Company were listed on the Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

“Repurchase General Mandate” a general mandate proposed to be granted to the Directors to repurchase the H Shares in issue of not exceeding 10% of the total number of issued H shares of the Company as at the date on which the Repurchase General Mandate is approved by the Shareholders

“RMB” or “Renminbi” Renminbi Yuan, the lawful currency of China

“SAFE” State Administration of Foreign Exchange of the PRC

“SFO” Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

“Share(s)” ordinary shares of our Company with a nominal value of RMB0.0625 each including our Domestic Shares and H Shares

“Shareholder(s)” holder(s) of Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Supervisor(s)” the supervisor(s) of the Company

“Takeovers Code” The Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission as amended from time to time

– 2 –


LETTER FROM THE BOARD

恩歌

LOGORY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

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

(Stock Code: 2482)

Executive Directors:
Mr. Feng Lei
Mr. Du Bing
Mr. Ye Sheng
Mr. Long Ke

Registered Office and Head Office:
No. 2700 Chuangxin Avenue
High-tech District
Hefei, Anhui Province
China

Non-executive Directors:
Mr. Chen Zhijie
Ms. Wang Yao

Principal Place of Business
in Hong Kong:
Room 1922, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong

Independent Non-executive Directors:
Mr. Dai Dingyi
Mr. Li Dong
Mr. Liu Xiaofeng

April 28, 2026

To the Shareholders

Dear Sir/Madam,

(1) 2025 ANNUAL REPORT
(2) WORK REPORT OF THE BOARD OF DIRECTORS FOR 2025
(3) WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2025
(4) PROFIT DISTRIBUTION PLAN FOR 2025
(5) PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2026
(6) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS
(7) PROPOSED RE-ELECTION AND APPOINTMENT OF SUPERVISORS
(8) PROPOSED REMUNERATION FOR THE DIRECTORS AND SUPERVISORS
(9) BANK CREDIT AND BANK LOANS IN 2026
(10) PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES IN 2026
(11) PROPOSED GRANT OF ISSUE GENERAL MANDATE
(12) PROPOSED GRANT OF REPURCHASE GENERAL MANDATE AND
(13) NOTICE OF ANNUAL GENERAL MEETING

  • 3 -

LETTER FROM THE BOARD

1. INTRODUCTION

The Annual General Meeting of the Company will be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China at 2:00 p.m. on Thursday, May 28, 2026, the notice of which is set out on pages 30 to 34 of this circular.

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Thursday, May 28, 2026.

2. 2025 ANNUAL REPORT

The Company has prepared its financial statements for 2025 in accordance with the International Accounting Standards and engaged Ernst & Young to audit the Company's financial statements. Ernst & Young has issued a standard unqualified auditor's report to the Company. For the details of the above statements, please refer to the financial report in the Company's 2025 annual report published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.logory.com) on April 27, 2026.

The 2025 annual report has been considered and approved by the Board on March 31, 2026, and is hereby proposed at the Annual General Meeting for consideration.

3. WORK REPORT OF THE BOARD OF DIRECTORS FOR 2025

The work report of the Board for 2025 has been considered and approved by the Board on March 31, 2026, and is hereby proposed at the Annual General Meeting for consideration.

For the full text of the work report of the Board for 2025, please refer to the report of the Directors set out in the Company's 2025 annual report published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.logory.com) on April 27, 2026.

4. WORK REPORT OF THE BOARD OF SUPERVISORS FOR 2025

The work report of the Board of Supervisors for 2025 has been considered and approved by the Board of Supervisors on March 31, 2026, and is hereby proposed at the Annual General Meeting for consideration.

For the full text of the work report of the Board of Supervisors for 2025, please refer to the report of the Board of Supervisors set out in the Company's 2025 annual report published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.logory.com) on April 27, 2026.

5. PROFIT DISTRIBUTION PLAN FOR 2025

Based on the operating results and financial position of the Company, the Board proposes not to distribute final dividend for 2025.


LETTER FROM THE BOARD

The profit distribution plan for 2025 has been considered and approved by the Board on March 31, 2026, and is hereby proposed at the Annual General Meeting for consideration.

6. PROPOSED RE-APPOINTMENT OF AUDITORS FOR 2026

In accordance with the relevant provisions of the Articles of Association and the audit requirements of the Company, the Company intends to re-appoint Ernst & Young as the Company's auditors for 2026 for a term of one year.

The Company confirms that it will pay Ernst & Young RMB2.0 million (including audit fees and non-audit fees of each subsidiary) respectively as its remuneration for serving as the Company's auditors for the year of 2026, and proposes to the Annual General Meeting to authorize the Board or a person authorized by the Board to determine the remuneration of Ernst & Young for serving as the Company's auditors for the year of 2026.

7. PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTOR

(i) Proposed Appointment of Director

Mr. Liu Xiaofeng (劉曉峰) will retire as an independent non-executive Director at the conclusion of the Annual General Meeting upon the expiry of his term of office and will not offer himself for re-election. The Board proposed to appoint Mr. Liu Yunbo (劉雲波) (the "Mr. Liu") as an independent non-executive Director, subject to the approval of the Shareholders at the Annual General Meeting.

The nomination committee of the Board, having reviewed the composition of the Board and assessed the background and experience of Mr. Liu, recommended that Mr. Liu be appointed as an independent non-executive Director at the Annual General Meeting, in accordance with the Company's nomination policy and the board diversity policy (including without limitation, gender, age, cultural and educational background etc.).

In view of extensive knowledge and invaluable experience of Mr. Liu as well as taking into account his background, Mr. Liu will bring a boarder perspective to the Board and provide new thoughts for the Company's overall planning and development, and as such, the Board accepted his nomination from the nomination committee of the Board. The Board also considers Mr. Liu to be independent as he has given the Company confirmation of his independence in accordance with Rule 3.13 of the Listing Rules. Accordingly, the Board is of the view that the appointment of Mr. Liu is in the interests of the Company and the Shareholders as a whole.

An ordinary resolution is being proposed at the Annual General Meeting to consider and approve the proposed appointment of Mr. Liu as an independent non-executive Director.

  • 5 -

LETTER FROM THE BOARD

If Mr. Liu’s appointment as an independent non-executive Director is approved by the Shareholders, Mr. Liu will enter into a letter of appointment with the Company for a term of service for the period from the date immediately following the passing of the relevant resolution at the Annual General Meeting to the expiry of the term of office of the sixth session of the Board. It is proposed that Mr. Liu will be entitled to a remuneration of HK$120,000 per annum, which has been determined by the Board upon recommendation of the remuneration committee of the Board with reference to his experience and duties with the Company and prevailing market conditions.

Save as disclosed herein, as at the Latest Practicable Date, Mr. Liu (i) did not have any relationship with any Directors, Supervisors, senior management or substantial or controlling shareholders of the Company; (ii) did not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance; (iii) did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) did not hold other positions with the Company or any of its subsidiaries.

Mr. Liu has also confirmed (i) he has satisfied all the criteria for independence as set out in Rules 3.13(1) to (8) of the Listing Rules; (ii) that he has no past or present financial or other interest in th business of the Company or its subsidiaries and has no connection with any core connected person (as defined in the Listing Rules) of the Company; and (iii) he is not aware of any factor that affects or may affect his independence in acting as an independent non-executive Director at the time of his appointment.

Save as disclosed above, there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders relating to the proposed appointment of Mr. Liu.

Biographical details (including the details required under Rule 13.51(2) of the Listing Rules) of Mr. Liu who is proposed to be appointed at the Annual General Meeting are set out in Appendix I to this circular.

(ii) Proposed Re-election of the Directors

The term of office of the Directors of the fifth session of the Board will expire at the conclusion of the Annual General Meeting to be held on 28 May 2026. Accordingly, the Board has considered and approved the proposed re-election and appointment of members of the sixth session of the Board as set out below. Among the existing Directors of the fifth session of the Board, Mr. Liu Xiaofeng (劉曉峰), an independent non-executive Director, has decided to retire from his office as an independent non-executive Director following the expiration of the term of the fifth session of the Board, and therefore he will not stand for re-election as a Director of the sixth session of the Board. The Directors of the fifth session of the Board shall continue to fulfil their respective responsibilities in accordance with the laws and regulations and the Articles of Association until the members of the sixth session of the Board take office.

  • 6 -

LETTER FROM THE BOARD

The sixth session of the Board shall comprise nine Directors, including four executive Directors, two non-executive Directors and three independent non-executive Directors. The Board proposed to:

(i) re-elect each of Mr. Feng Lei (馮雷), Mr. Du Bing (杜兵), Mr. Ye Sheng (葉聖) and Mr. Long Ke (龍科) as an executive Director of the sixth session of the Board;

(ii) re-elect each of Mr. Chen Zhijie (陳志傑) and Ms. Wang Yao (王瑤) as a non-executive Director of the sixth session of the Board;

(iii) re-elect each of Mr. Li Dong (李東) and Mr. Dai Dingyi (戴定一) as an independent non-executive Director of the sixth session of the Board; and

(iv) appoint Mr. Liu Yunbo (劉雲波) as an independent non-executive Director of the sixth session of the Board.

Following the approval of the resolution in relation to the re-election and appointment of Directors by the Shareholders at the Annual General Meeting, the Company will enter into a service contract with each Director. Remuneration of executive Directors will be determined pursuant to remuneration standards of senior management of the Company, and executive Directors will not receive additional director's emolument or subsidies for attending meetings for their positions as executive Directors of the Company.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, and the independence of all independent non-executive Directors ("INEDs"). The Nomination Committee has recommended to the Board on re-election of the Directors of the fifth session of the Board including the aforesaid INEDs. Mr. Li Dong (李東) and Mr. Dai Dingyi (戴定一), the INEDs being eligible for re-election at the Annual General Meeting, have made annual confirmation of their independence pursuant to Rule 3.13 of the Listing Rules. The Board considers that the proposed INEDs are independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Biographical details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

8. PROPOSED RE-ELECTION AND APPOINTMENT OF SUPERVISORS

The term of office of the Supervisors of the fifth session of the Board will expire at the conclusion of the Annual General Meeting to be held on 28 May 2026. Accordingly, the Board of Supervisors has considered and approved the re-election of members of the Board of Supervisors. The Supervisors of the fifth session of the Board of Supervisors shall continue to


LETTER FROM THE BOARD

fulfil their respective responsibilities in accordance with the laws and regulations and the Articles of Association until the members of the sixth session of the Board of Supervisors take office.

The Board of Supervisors for the sixth session shall comprise of three Supervisors, including two Shareholders' representative Supervisors and one employee representative Supervisor. The Board of Supervisors proposed to:

(i) re-elect Ms. Liang Xiaojia (梁晓佳) as an employee representative Supervisor of the sixth session of the Board of Supervisors. According to the Articles of Association and the Company Law of the People's Republic of China (中華人民共和國公司法), Ms. Liang Xiaojia has been elected as the employee representative Supervisor of the sixth session of the Board of Supervisors democratically by employees of the Company at the employee representatives' meeting of the Company on March 23, 2026, and is not subject to approval by the Shareholders;

(ii) re-elect Mr. Fan Hua (樊驛) as a Shareholders' representative Supervisor and chairman of the supervisory board of the sixth session of the Board of Supervisors, subject to approval by the Shareholders at the Annual General Meeting; and

(iii) re-elect Mr. Wang Yang (汪洋) as a Shareholders' representative Supervisor of the sixth session of the Board of Supervisors, subject to approval by the Shareholders at the Annual General Meeting.

Upon obtaining the approval of the resolutions relating to the re-election and appointment of the Shareholders' representative Supervisors from the Shareholders at the Annual General Meeting, the Company will enter into a service contract with each Supervisor.

Biographical details of the Supervisor proposed for re-election at the Annual General Meeting are set out in Appendix II to this circular.

9. PROPOSED REMUNERATION FOR THE DIRECTORS AND SUPERVISORS

The proposed remuneration of the Directors of the sixth session of the Board is as follows: executive Directors who are also senior management or hold other positions in the Group receive remuneration in accordance with the remuneration standards for senior management as determined by the Board of the Company or the labour contracts or employment agreements signed with the Group without receiving additional remuneration for the Directors; non-executive Directors who do not hold senior management or other positions in the Group receive no remuneration for the Directors; the remuneration of an independent non-executive Director is HK$120,000 (before tax) per annum.

The proposed remuneration of the Supervisors of the sixth session of the Board of Supervisors is as follows: Supervisors who do not hold other positions in the Group receive no remuneration for Supervisors in the Group; the remuneration standard of Supervisors who hold other positions in the Group is approved according to their positions, and the Group will not pay additional remuneration for Supervisors.

  • 8 -

LETTER FROM THE BOARD

Relevant resolution will be proposed at the Annual General Meeting for Shareholders' consideration and approval as an ordinary resolution.

10. BANK CREDIT AND BANK LOANS IN 2026

To ensure the normal business and operation development, the Group intends to apply for consolidated credit lines of RMB800 million in 2026 from licensed banks and/or authorized financial institutions, among which a comprehensive credit facility of RMB200 million are for the wholly-owned subsidiaries. Within the scope of the lines, the Group intends to apply for working capital loans, project loans, trade financing, credit (pledge) loans, entrusted loans and other related businesses. The subject of credit is the Company. For the above credit lines, the Company intends to use its own credit as security.

It is hereby proposed that the management of the Company be authorized by the Annual General Meeting to have full authority to conduct specific business on behalf of the Company, including but not limited to signing various legal documents such as contracts and agreements relating to the granting of lines (including but not limited to credit, loans and financing), with an authorization period starting from the date of consideration and approval at the Annual General Meeting to the date of holding the next annual general meeting of the Company. The consolidated credit lines can be used in a revolving manner during the authorization period. The Board and general meetings will not separately consider the individual credit and loan business.

The above consolidated credit lines are subject to certain agreements finally entered in with the relevant banks and financial institutions and the final amount may not be equal to the actual financing amount of the Company. The management of the Company will adjust the number of credit-granting financial institutions and the credit limits among such financial institutions according to the actual situation. The Company will actively secure credit resources from banks and other financial institutions in accordance with the principles of maximizing competition and appropriate adjustment. The specific use of lines will be based on the conditions to satisfy the needs of the Company and are most beneficial to the Company.

This resolution was considered and approved by the Board on March 31, 2026 and is being proposed as an ordinary resolution for consideration and approval of the Shareholders at the Annual General Meeting.

11. PROVISION OF GUARANTEE IN FAVOUR OF WHOLLY-OWNED SUBSIDIARIES IN 2026

In order to meet the consolidated credit lines and financing needs of the Company and its wholly-owned subsidiaries, and to ensure the sustainable and stable development of the Group's production and operation, in conjunction with the actual implementation of the Company's guarantee in 2025 and the financing plan for 2026, the Company intends to provide guarantees for its wholly-owned subsidiaries in 2026 to facilitate their applications for comprehensive credit facilities form financial institutions. It is estimated that the amount of guarantee (including but not limited to joint and several liability guarantee and mortgage


LETTER FROM THE BOARD

guarantee) to be provided to the wholly-owned subsidiaries in 2026 shall not exceed RMB200 million. The guarantee provided for each wholly-owned subsidiary shall not exceed RMB100 million. The specific amount is subject to the actual guarantee contract signed.

It is hereby proposed that, within the scope of the above total guarantee amount, the chairman of the Company be authorized by the Annual General Meeting to decide, adjust and approve the specific guarantee amount for the wholly-owned subsidiaries in accordance with the actual situation, and the management of the Company be authorized to have full authority to go through relevant procedures on behalf of the Company within the above guarantee amount, including but not limited to signing relevant legal documents. The authorisation period is from the date of consideration and approval at the Annual General Meeting to the date of holding the next annual general meeting. Such guarantee is subject to the consideration and approval of the Shareholders at the Annual General Meeting.

The above-mentioned entities guaranteed are limited to the Company's wholly-owned subsidiaries, including Hubei Log Logistics Co., Ltd. (湖北路歌物流有限公司), Anhui Jinwang Express Logistics Technology Co., Ltd. (安徽金網運通物流科技有限公司), Kayou Zone Logistics Technology Co., Ltd. (卡友地帶物流科技有限公司), Anhui Qiantong Logistics Technology Co., Ltd. (安徽乾通物流科技有限公司), Sichuan Quanwang Express Logistics Technology Co., Ltd. (四川全網運通物流科技有限公司), Ma'anshan Cloud Net Logistics Technology Co., Ltd. (馬鞍山雲網物流科技有限公司), Anhui Log Transportation Co., Ltd. (安徽路歌運輸有限公司), Log Logistics Co., Ltd. (路歌物流有限公司), Log Information Technology Co., Ltd. (路歌信息科技有限公司), Log Energy Technology (Tianjin) Co., Ltd. (路歌能源科技(天津)有限公司), Fujian Huilian Logistics Technology Co., Ltd. (福建慧連物流科技有限公司), Tianjin Log Logistics Technology Co., Ltd. (天津路歌物流科技有限公司), Huainan Log Logistics Co., Ltd. (淮南路歌物流運輸有限公司), Sichuan Jinwang Logistics Technology Co., Ltd. (四川金網物流科技有限公司), Anhui Yuntongda Logistics Technology Co., Ltd. (安徽運通達物流科技有限公司), Huangshan Log Logistics Technology Co., Ltd. (黃山路歌物流科技有限公司), Kajia Technology Co., Ltd. (卡加科技有限公司), Guizhou Log Network Technology Co., Ltd (貴州路歌網絡科技有限公司), Fujian Jinwang Express Logistics Technology Co., Ltd. (福建金網運通物流科技有限公司), Anqing Jinwang Express Transportation Co., Ltd. (安慶金網運通運輸有限公司), Hefei Huika Automobile Service Co., Ltd. (合肥惠卡汽車服務有限公司), Anhui Haoyunbao Network Technology Service Co., Ltd. (安徽路歌好運寶網絡技術服務有限公司), Tianjin Log Network Technology Co., Ltd. (天津路歌網絡科技有限公司) and Chongqin Logory Network Technology Co., Ltd. (重慶路歌網路科技有限公司), Gansu Jinwang Express Network Technology Co., Ltd. (甘肅金網運通網路科技有限公司), Hubei Cloud Net Logistics Technology Co., Ltd. (湖北雲網物流科技有限公司), Ma'anshan Qingge Logistics Technology Co., Ltd. (馬鞍山青歌物流科技有限公司), Anqing Cloud Net Logistics Technology Co., Ltd. (安慶雲網物流科技有限公司), Anqing Yunshan Logistics Technology Co., Ltd. (安慶雲杉物流科技有限公司), Hubei Jinwang Express Network Technology Co., Ltd.* (湖北金網運通物流科技有限公司).

The above guarantee amount of RMB200 million includes the guarantees provided by the Company for its wholly-owned subsidiaries and the guarantees provided between wholly-owned subsidiaries. The guarantees mentioned above include security, pledge, charge, lien and deposits as stipulated in the Civil Code of the People's Republic of China in the form of

  • 10 -

LETTER FROM THE BOARD

integrated credit facilities, loans, letters of credit and acceptance notes etc., and the determination of the guarantee period and guarantee conditions will depend on the financing needs of the guaranteed parties and will be subject to the signed guarantee contract.

This resolution was considered and approved by the Board on March 31, 2026 and is being proposed as an ordinary resolution for consideration and approval of the Shareholders at the Annual General Meeting.

12. PROPOSED GRANT OF ISSUE GENERAL MANDATE

The Company will put forward a special resolution at the Annual General Meeting to grant the Issue General Mandate to the Board to allot, issue and deal with additional H Shares not exceeding 20% of the H Shares in issue as at the date on which the Issue General Mandate is approved by the Shareholders, subject to the conditions as set out in the Notice of Annual General Meeting. As at the Latest Practicable Date, there were 527,431,924 H Shares in issue. Therefore, a maximum of 105,486,384 H Shares, representing 20% of the number of each of the existing issued H Shares, can be separately or concurrently allotted, issued and/or dealt with by the Board pursuant to the Issue General Mandate to be granted by the Shareholders.

Any exercise of the power by the Board under the Issue General Mandate will have to comply with the Articles of Association, the Company Law of the PRC and the Listing Rules and all other applicable laws, rules, regulations and requirements of relevant governmental and/or regulatory authorities.

In order to ensure flexibility and discretion for the Board to issue new H Shares, the Board believes that it is in the best interests of the Company and the Shareholders as a whole for the Issue General Mandate to be granted.

The Issue General Mandate will end on the earliest of (i) the conclusion of the next annual general meeting following the passing of the relevant resolution; (ii) the expiration of a period of 12 months from the date of passing the relevant resolution at the Annual General Meeting; or (iii) the date upon which such authority is revoked or varied by a special resolution of the Shareholders at a general meeting.

13. PROPOSED GRANT OF REPURCHASE GENERAL MANDATE

The Company Law and the Articles of Association provide for certain restrictions on share repurchase which are applicable to all classes of Shares of the Company.

The Company Law (to which the Company is subject to) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares unless such repurchase is effected for the purpose of (a) reducing its registered capital; (b) in connection with a merger between itself and another entity that holds its shares; (c) granting shares as reward to the staff of the company; or (d) the repurchase is made at the request of its shareholders who disagrees with shareholders' resolutions in connection with a merger or division.

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LETTER FROM THE BOARD

Article 27 of the Articles of Association provides that, among others, the Company may, subject to the procedures set out in the Articles of Association and with the approval of the state competent authorities, repurchase its outstanding shares in accordance with legal procedures under the following circumstances: (I) cancelling its shares for the purpose of reducing the registered capital of the Company; (II) merging with another company which holds the shares of the Company; (III) using shares for employee stock ownership plan or equity incentives; (IV) a shareholder who objects to the resolution on merger or division of the Company passed by a shareholders' general meeting may request the Company to acquire his/her/its shares; (V) utilizing the shares for conversion of corporate bonds issued by the Company which are convertible into shares; (VI) it is necessary for the Company to maintain corporate value and shareholders' interests; and (VII) other circumstances as permitted by laws, administrative regulations and listing rules of the place where the Company's shares are listed and approved by regulatory authorities. Except for the aforesaid circumstances, the Company shall not trade in its own shares.

The Listing Rules permit the shareholders of a PRC joint stock limited company to grant a general mandate to its directors to repurchase shares of such company that is listed on the Stock Exchange. Such mandate is required to be given by way of a special resolution passed by its shareholders in general meeting.

H Shares are traded on the Stock Exchange in Hong Kong dollars. Therefore, the repurchase of H Shares by the Company is subject to the approval of the SAFE (or its successor authority), and the price payable by the Company upon any repurchase of H Shares will be paid in Hong Kong dollars.

In accordance with the requirements of the Articles of Association applicable to capital reduction, the Company will have to notify its creditors of the passing of the resolution for the reduction of the registered capital of the Company. In addition, the Company Law provides that the shares repurchased by a company will have to be cancelled and the registered capital of that company will therefore be reduced by an amount equivalent to the aggregate nominal value of the shares so cancelled. In the event of a reduction of registered capital, the Company shall inform its creditors by way of written notice and announcement within a prescribed period after the passing of the relevant resolutions approving such reduction. The creditors shall be entitled to request the Company for repayment of loan and/or provision of guarantee. The statutory notification requirement allows the creditors an opportunity for the recovery and/or security of the debt (in particular for those unsecured debts) where the Company's registered capital is to be reduced.

Conditions to repurchase of H Shares

In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any H Shares (including where such repurchase may lead to an enhancement of the net asset value per Share and/or the earnings per Share), approval is proposed to be sought from the Shareholders for the grant of the Repurchase General Mandate to the Directors. In accordance with the legal and regulatory requirements described above, the Directors give notice to convene the Annual General Meeting. At each such meeting, a special resolution will be proposed to grant to the Directors the Repurchase General Mandate, i.e. a

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LETTER FROM THE BOARD

conditional general mandate to repurchase H Shares in issue on the Stock Exchange with an aggregate nominal value not exceeding 10% of the aggregate nominal value of H Shares in issue of the Company as at the date on which the Repurchase General Mandate is approved by the Shareholders.

The Repurchase General Mandate will be conditional upon (a) the special resolution for approving the grant of the Repurchase General Mandate being passed at the Annual General Meeting; and (b) the approvals of SAFE (or its successor authority) and/or any other regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate. If the above conditions are not fulfilled, the Repurchase General Mandate will not be exercisable by the Directors.

The Repurchase General Mandate would expire on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of a period of 12 months from the date of passing of the relevant resolution at the Annual General Meeting; or (iii) the date on which the authority conferred by the special resolution is revoked or varied by a special resolution of the Shareholders in a general meeting or by a special resolution of holders of H Shares at their respective class meetings.

The H Shares which may be repurchased by the Company pursuant to the Repurchase General Mandate shall not exceed 10% of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of the resolution approving the Repurchase General Mandate at the Annual General Meeting.

An explanatory statement giving certain information regarding the Repurchase General Mandate is set out in Appendix II to this circular.

14. NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China at 2:00 p.m. on Thursday, May 28, 2026 is set out on pages 31 to 35 in this circular. In order to ascertain Shareholders who are entitled to attend the Annual General Meeting, the register of members of the Company will be closed from Thursday, May 21, 2026 to Thursday, May 28, 2026 (both days inclusive). Shareholders whose names appear on the register of members of the Company on Thursday, May 28, 2026 are entitled to attend and vote at the Annual General Meeting. Holders of H Shares who intend to attend the Annual General Meeting are required to deposit the share certificates together with the transfer documents at the H Share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 4:30 p.m. on Wednesday, May 20, 2026. Holders of Domestic Shares who intend to attend the Annual General Meeting are required to deposit the share certificates together with the transfer documents at the Company's registered office, at No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China before 4:30 p.m. on Wednesday, May 20, 2026.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.logory.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and


LETTER FROM THE BOARD

deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at (i) the Company's H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares); or (ii) the Company's registered office, at No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China (for holders of Domestic Shares) as soon as possible but in any event not less than 24 hours before the time appointed for the Annual General Meeting (i.e. not later than 2:00 p.m. on Wednesday, May 27, 2026) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

15. RECOMMENDATION

The Directors believes that all the resolutions proposed for consideration and approval as set out in this circular are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

Logory Logistics Technology Co., Ltd.

FENG Lei

Chairman and Executive Director

  • For identification purpose only

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APPENDIX I BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

(1) EXECUTIVE DIRECTORS

Mr. Feng Lei (馮雷), aged 55, is an executive Director and the chairman of the Board. Mr. Feng is also one of the founders and promoters of our Company. Mr. Feng joined our Company as a Director and chairman of the Board in June 2010 and was re-designated as an executive Director of our Company in October 2021. Mr. Feng has over 30 years of experience and accumulated expertise in information technology sector. Mr. Feng is principally responsible for formulating overall strategic planning and overseeing the business operations of our Group. In addition to his directorship in our Company, Mr. Feng is currently also serving as an executive director or supervisor at certain of our subsidiaries.

In addition to his roles in our Group, Mr. Feng has also been a director of Anhui Jika Lubrication Technology Co., Ltd. (安徽吉卡潤滑科技有限公司) (“Anhui Jika”) (since November 2017), an associate company of our Group that is principally engaged in research and development of lubrication technology and manufacturing of lubricant products. As of the Latest Practicable Date, Anhui Jika was owned as to 40% by Kayou Zone Logistics, one of our wholly-owned subsidiaries, and 60% by Anhui Runtian Vehicle Maintenance Products Co., Ltd. (安徽潤天汽車養護用品有限公司), an independent third party. Mr. Feng has also been serving as the director of Tianjin Qingkong Shoulu Supply Chain Management Co., Ltd.* (清控首路供應鏈管理(天津)有限公司) (“Tianjin Qingkong”) since January 2019. Tianjin Qingkong is an associate company of our Group which is principally engaged in the provision of highway-railway combined freight transportation services. As of the Latest Practicable Date, Tianjin Qingkong was owned as to (i) 30% by our Company, and (ii) 70% by Mr. Cui Yang, an independent third party.

Mr. Feng received his bachelor's degree in telecommunications engineering from Beijing University of Post and Telecommunications (北京郵電大學) (formerly known as Beijing College of Post and Telecommunications (北京郵電學院)) the PRC, in July 1992. He later received a master's degree in telecommunications and control from Beijing Jiaotong University (北京交通大學) (formerly known as Northern Jiaotong University (北方交通大學)), the PRC, in April 1998. In June 2004, Mr. Feng obtained his MBA degree from School of Economics & Management at Tsinghua University (清華大學經濟管理學院).

In 2016, Mr. Feng was recognized as China's Top Ten Logistics People of the Year (中國物流十大年度人物). In 2018, Mr. Feng was recognized as the Top Ten Influential People in Logistics Information Platform (物流信息化十大風雲人物) and Member of China Logistics 100 Think Tank (中國物流100人智庫成員). In 2021, Mr. Feng was recognized as the Outstanding Private Entrepreneur of Anhui Province (安徽省優秀民營企業家) and was awarded a May 1st Labor Medal in Hefei, Anhui Province (安徽省合肥市五一勞動獎章). In 2022, Mr. Feng was elected as the vice president of Anhui Provincial Federation of Industry and Commerce, as well as a member of the 13th Executive Committee of the National Federation of Industry and Commerce. In 2023, Mr. Feng was recognized as the China's supply chain management pioneer (中國供應鏈管理先鋒人物) and "Warm Road Truckers Career Development and Security Action" excellent public welfare partner ("暖途●貨車司機職業發展與保障行動"優秀公益夥伴). In 2025, Mr. Feng was recognized as the Outstanding Contributor to the Cause of Socialism with Chinese Characteristics (優秀中國特色社會主義事業建設者).

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APPENDIX I BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save for that Mr. Feng and Mr. Ye Sheng (one of our executive Directors) are cousins, none of our Directors, supervisors and other senior management members has any relationship with other Directors, supervisors and other senior management members or any substantial shareholder or Controlling Shareholder.

As at the Latest Practicable Date, Mr. Feng was interested and deemed to be interested in 551,866,025 Domestic Shares and 8,062,151 H Shares pursuant to Part XV of the SFO.

Mr. Du Bing (杜兵), aged 56, is currently an executive Director, the chief executive officer and the general manager of our Company. Mr. Du is one of the founders and promoters of our Group. Mr. Du joined our Company as a Director in June 2010 and was re-designated as an executive Director of our Company in October 2021. He is principally responsible for managing the daily business operations of our Group. Mr. Du is currently also an executive director and/or general manager of certain subsidiaries of our Group.

In addition, since September 2020, Mr. Du has been serving as non-executive director of Wuhu Luge Logistics Technology Co., Ltd. (蕉湖路歌物流科技有限公司) (“Wuhu Luge”), a company invested by our Company and which is principally engaged in providing multimodal transportation services including shipping and trucking. As of the Latest Practicable Date, Wuhu Luge was owned as to (i) 24% by our Company, and (ii) 40% by Anhui Ganghang Logistics Co., Ltd. (安徽港航物流有限公司), 29.4% by Wuhu Honghao Equity Investment Partnership (Limited Partnership) (蕉湖宏浩股權投資合夥企業(有限合夥)) and 6.6% by Tianjin Jintaishi Enterprise Management Partnership (Limited Partnership) (天津金泰石企業管理合夥企業(有限合夥)) (“Tianjin Jintaishi”), who are independent third parties. Further, since January 18, 2022, Mr. Du has been serving as a director and the chairman of the board directors of Xinjiang Zhongya Log Digital Technology Co., Ltd (新疆中亞路歌數字科技有限公司) (“Xinjiang Zhongya”), a company jointly set up by our Company and a few other independent third parties (see details below) and which is principally engaged in the provision of bulk cargo services. Mr. Du was nominated by our Company to the board of directors of Xinjiang Zhongya. As of the Latest Practicable Date, Xinjiang Zhongya was owned as to (i) 46% by our Company, and (ii) 21% by Ms. Yu Haijie (于海潔), 18% by Xinjiang Zhongya Oil and Gas Co., Ltd (新疆中亞石油天然氣有限公司), 10% by Xinjiang Guoxing Agricultural Development Group Co., Ltd* (新疆國興農業發展集團有限公司) and 5% by Tianjin Jintaishi, which are all independent third parties. Mr. Du has also been serving as the director of Tianjin Qingkong since April 2025. As of the Latest Practicable Date, Mr. Du was not involved in the daily management and operation of Wuhu Luge, Xinjiang Zhongya and Tianjin Qingkong. As such, the directorship held by Mr. Du in Wuhu Luge, Xinjiang Zhongya and Tianjin Qingkong would not give rise to any material competition issue under Rule 8.10 of the Listing Rules.

Mr. Du served as the chairman of the board of supervisors of Tianjin Qingkong from January 2019 to April 2025. In addition, Mr. Du has been serving as the supervisor of Beijing Lvyangchun Technology Co., Ltd.* (北京綠陽醇科技有限公司) (“Beijing Lvyangchun”), a company principally engaged in technology development and consultancy, since September 2020. As of the Latest Practicable Date, Beijing Lvyangchun was owned by Mr. Hao Xiaoyu (郝曉宇). To the best knowledge of our Directors after due enquiry, Mr. Hao Xiaoyu is an independent third party.

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APPENDIX I BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Du started his career as a salesman at China P&T Appliances Co., Ltd. (Beijing) (中國郵電器材北京有限公司), a company principally engaged in the retail of communication terminal products and accessories, from August 1992 to September 1994. Subsequently, he acted as vice president at Beijing Jinse Zhongguang Communication Equipment Co., Ltd. (北京金色中光通信設備有限公司), a company principally engaged in retailing of communication power products and surge protection device, from February 1997 to March 2001.

Mr. Du received his bachelor's degree in telecommunications engineering from Beijing University of Post and Telecommunications (北京郵電大學) (formerly known as Beijing College of Post and Telecommunications (北京郵電學院)), the PRC, in July 1992.

In 2020, Mr. Du was recognized as one of the 2020 Digital Freight Platform Influential People (2020年度網絡貨運平台風雲人物). In 2022, Mr. Du was elected as the vice president of Hefei Federation of Industry and Commerce.

As at the Latest Practicable Date, Mr. Du was interested and deemed to be interested in 551,866,025 Domestic Shares and 8,062,151 H Shares pursuant to Part XV of the SFO.

Mr. Ye Sheng (葉聖), aged 46, is an executive Director and the chief technology officer of our Company. Mr. Ye joined our Company as the chief technology officer in July 2010 and was elected as a Director of our Company in September 2021 and was further re-designated as an executive Director in October 2021. He is principally responsible for developing technology strategies and innovation projects to enhance the quality of the products and services provided by our Group. Mr. Ye is currently also an executive director or supervisor of certain subsidiaries of our Group.

Prior to joining our Group and from December 2002 to July 2010, Mr. Ye served as chief technology officer at Beijing Yihe Jiaxun Information Technology Co., Ltd.* (北京怡和佳訊信息技術有限責任公司) where his main duties were overseeing technology innovation projects and developing product strategies.

Mr. Ye received a bachelor's degree in science from Nanjing University (南京大學), the PRC, in July 2001.

Mr. Ye and Mr. Feng Lei (one of our executive Directors and the chairman of the Board) are cousins.

As at the Latest Practicable Date, Mr. Ye was interested and deemed to be interested in 28,287,476 Domestic Shares and 45,880,764 H Shares pursuant to Part XV of the SFO.

Mr. Long Ke (龍科), aged 42, is an executive Director, the vice president of our Company, the secretary of the Board, the chief financial officer and the company secretary. Mr. Long joined our Company as the vice president in February 2021, and was appointed as the secretary of the Board in September 2021, was further appointed as one of the joint company secretaries of our Company in October 2021, and was elected as an executive Director in June 2025. Mr. Long has been primarily responsible for managing our Group's

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APPENDIX I BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

capital operation, overseeing outbound investment and financing, information disclosure, maintaining investors relationships and implementing the Board's resolutions. As considered and approved by the Board at the Board meeting held on March 31, 2026, Mr. Long was appointed as the sole company secretary of our Company and as the chief financial officer of our Company.

Prior to joining our Company, Mr. Long accumulated extensive investment experience from several state-owned asset management companies. From July 2008 to April 2017, he served as an investment manager and investment director at three subsidiary asset management companies of China South Industries Group Corporation (中國兵器裝備集團), namely China South Industry Assets Management Co., Ltd. (南方工業資產管理有限責任公司), China South Demao Capital Management Co., Ltd. (南方德茂資本管理有限責任公司) and China South Jiuding Investment Management Co., Ltd. (南方九鼎投資管理有限公司). From April 2017 to February 2021, Mr. Long served as an investment director at BAIC Group Industrial Investment Co., Ltd.* (北京汽車集團產業投資有限公司), a company principally engaged in investment management of new energy, autonomous driving technology and advanced manufacture industry, where he was mainly responsible for making investment decisions in the automotive aftermarket and autonomous driving field.

Mr. Long obtained his bachelor's degree in management from Sichuan Normal University (四川師範大學), the PRC, in July 2006 and his master's degree in economics from Central University of Finance and Economics (中央財經大學), the PRC, in June 2008.

(2) NON-EXECUTIVE DIRECTORS

Ms. Wang Yao (王瑶), aged 51, is a non-executive Director of our Company. Ms. Wang joined our Company as the chief financial officer in August 2019 and was elected as an executive Director of our Company in October 2021. With effect from August 30, 2024, Ms. Wang has been re-designated from her position as an executive Director to a non-executive Director and retired from her position as the chief financial officer of the Company as she approaches the age of retirement and desires to devote more time on personal affairs. Ms. Wang has more than 25 years of experience in large-scale enterprise financial management and team management.

Prior to joining our Group and from May 2017 to July 2019, Ms. Wang worked as a senior director of the Finance Department at Alibaba Group Holding Limited (阿里巴巴集團控股有限公司), a company listed on the New York Stock Exchange (symbol: BABA) and the Stock Exchange (stock code: 9988), principally engaged in e-commerce, retail, internet and technology, where she was in charge of management accounting, middle platform financial accounting and overseas financial matters. From May 1998 to April 2017, she held various senior management roles including chief financial officer of the Enterprise Business Group, chief financial officer of South Pacific region and vice president of tax management, at Huawei Technologies Co., Ltd.* (華為技術有限公司), a company principally engaged in building telecommunications networks, providing operational and consulting services and equipment to enterprises and manufacturing consumer communications devices.

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APPENDIX I BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

Ms. Wang has been a Chinese Certified Public Accountant (中國註冊會計師) recognized by the Chinese Institute of Certified Public Accountants (中國註冊會計師協會) since 1998. She received both of her bachelor's degree in industrial catalysis in July 1995 and a master's degree in management engineering in January 1998 from Tianjin University (天津大學), the PRC.

Mr. Chen Zhijie (陳志傑), aged 43, is a non-executive Director of our Company. Mr. Chen joined our Company as a Director in September 2021 and was re-designated as a non-executive Director of our Company in October 2021. He is primarily responsible for supervising the management of our Company and providing professional opinion and judgment to our Board. Mr. Chen was nominated by Shanghai Yunxin, one of our Pre-IPO Investors and a substantial shareholder of our Company.

Mr. Chen has been serving as a senior director at Investment and Enterprise Development Division of Ant Group which is engaged in businesses that provide inclusive, convenient digital life and digital financial services to consumers and SMEs, and introduce new technologies and products to support the digital transformation and industrial collaboration worldwide, since August 2018.

Mr. Chen has also been serving as (i) an non-executive Director of Servyou Group Co., Ltd. (税友軟件集團股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: SH.603171) and which is leading comprehensive financial and tax information service provider in China, since September 2021; (ii) a supervisor at Hundsun Technologies Inc. (恒生電子股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: SH.600570) and which is a technology company focused on the financial sector, since November 2021.

Mr. Chen received his master's degree in global economics from Peking University (北京大學), the PRC, in July 2007.

(3) INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Dai Dingyi (戴定一), aged 78, has been an independent non-executive Director of our Company since October 2021, is primarily responsible for supervising and providing independent judgment to our Board.

Prior to joining our Company, Mr. Dai has more than 30 years of experience in logistics and transportation sectors. Mr. Dai worked at different departments of China Logistics Information Center (中國物流信息中心 (formerly known as 中國物資信息中心)) from April 1992 to September 2004, in the capacity of deputy director and director. Mr. Dai also served as the executive vice chairman of China Society of Logistics (中國物流學會) from November 2006 to December 2015. In addition, from November 2015 to December 2021, Mr. Dai was the chairman of the expert committee of China Society of Logistics* (中國物流學會).

Mr. Dai received his research fellow qualification certificate (研究員資格證書) from Chinese Academy of Social Sciences (中國社會科學院) in 2005. Mr. Dai also received his bachelor's degree with a major in mathematics from Capital Normal University (首都師範大


APPENDIX I BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

學) (previously known as Beijing Normal College (北京師範學院)), the PRC, in July 1982 and his master's degree in quantitative economics from Graduate School of Chinese Academy of Social Sciences (中國社會科學院研究生院), in December 1984.

Mr. Li Dong (李東), aged 49, has been an independent non-executive Director of our Company since October 2021. He is primarily responsible for supervising and providing independent judgment to our Board.

Mr. Li has over 24 years of experience in finance and accounting industry. Mr. Li joined Tim Hortons China, a multinational coffee chain listed on the Nasdaq Stock Exchange (symbol: THCH), as the chief financial officer in September 2021. Before that, Mr. Li worked at KPMG's auditing business group in its Beijing office and Silicon Valley office in California, USA from August 1999 to April 2006. From September 2008 to February 2015, Mr. Li worked as an associate and later vice president of the investment banking division at BofA Securities Inc. (美銀證券集團) (formerly known as the Bank of America Merrill Lynch (美銀美林集團)), a company listed on the New York Stock Exchange (symbol: MER-K), and as a vice president of the investment banking department of ICBC International Holdings Limited* (工銀國際控股有限公司), a wholly-owned subsidiary of Industrial and Commercial Bank of China Limited (中國工商銀行股份有限公司). Subsequently, he served as chief financial officer at several companies, including (i) Ecovacs Robotics Co., Ltd. (科沃斯機器人股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 603486) and a leading consumer robotics company in the PRC, from March 2015 to February 2016; (ii) Pegasus Media Group Limited, a company principally engaged in movie and TV show production, investment, licensing, marketing and derivatives, from April 2016 to April 2017; (iii) OneSmart International Education Group Ltd. (精銳國際教育集團有限公司) ("OneSmart International"), a company listed on the New York Stock Exchange (symbol: ONE) and which is principally engaged in providing premium K-12 after-school education service in the PRC, from July 2017 to June 2019; and (iv) Ximalaya Inc., a non-music audio platform in the PRC, from September 2019 to September 2021.

Mr. Li has also been serving as (i) an independent director of GreenTree Hospitality Group Ltd. (格林酒店集團), a company listed on the New York Stock Exchange (symbol: GHG) and which is principally engaged in hospitality management, since March 2018; (ii) an independent non-executive director of Helens International Holdings Co., Ltd. (海倫司國際控股有限公司), a company listed on the Stock Exchange (stock code: 9869) and Singapore Exchange Limited (stock code: HLS) and which is principally engaged in bar chain operating and alcohol retailing, since September 2021; (iii) an independent non-executive director of ZJLD Group Inc (珍酒李渡集團有限公司), a company listed on the Stock Exchange (stock code: 6979) and which is principally engaged in alcohol retailing, since April 2023; and (iv) an independent non-executive Director of Yuanbao Inc., a company listed on Nasdaq Stock Exchange (stock code: YB) and which is principally engaged in online Insurance Intermediary Platform. Besides, Mr. Li (i) served as an independent non-executive director of Sinosoft Technology Group Limited (中國擎天軟件科技集團有限公司), a company listed on the Stock Exchange (stock code: 1297) and principally engaged in the provision of application software products and solutions, from February 2023 to March 2024 (after it was privatized); and (ii) an

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APPENDIX I BIOGRAPHICAL DETAILS OF THE DIRECTORS PROPOSED TO BE APPOINTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING

independent non-executive director at Boqii Holding Ltd. (波奇寵物控股有限公司), a company listed on the New York Stock Exchange (symbol: BQ) and which is principally engaged in managing pet-focused online sales platform, from September 2020 to January 2025.

Mr. Li obtained a bachelor's degree in international accounting from School of Economics and Management at Tsinghua University (清華大學經濟管理學院) in July 1999 and a MBA degree from Kellogg School of Management at Northwestern University, the United States, in June 2008. Mr. Li has been a member of the Chinese Institute of Certified Public Accountants since December 2002 and a member of the Certified General Accountants Association of Canada since September 2001.

Mr. Liu Yunbo (劉雲波), 57, has nearly 30 years of experience in financial management consulting and asset valuation. Over the years, he has provided strategy, financial and valuation consulting services to domestic and international enterprises as well as various investment institutions.

From 1991 to 2001, Mr. Liu worked successively at Peking University (北京大學) Branch Campus and ShineWing Certified Public Accountants LLP (信永中和會計師事務所(特殊普通合夥)). From 2002 to 2016, he served successively as Valuation Consulting Manager and Business Director at PricewaterhouseCoopers ZhongTian LLP (普華永道中天會計師事務所(特殊普通合夥)). From 2017 to 2023, he served as a financial consulting partner at Deloitte Touche Tohmatsu Certified Public Accountants LLP (德勤華永會計師事務所(特殊普通合夥)). From 2024 to 2025, he served as the chairman of Beijing Zhongqihua Big Data Technology Co., Ltd. (北京中企華大數據科技有限公司).

Mr. Liu is currently a distinguished research analyst at the National Institution for Finance & Development (國家金融與發展實驗室), chief expert at the Blockchain and Financial Innovation Lab, Beijing Institute of Big Data Research (北京大數據研究院區塊鏈與金融創新實驗室), deputy director of the Data Asset Valuation Specialized Committee, China Appraisal Society (中國資產評估協會數據資產評估專業委員會), and a member of the Ecological Assets and ESG Valuation Specialized Committee, China Appraisal Society (中國資產評估協會生態資產與ESG評估專業委員會).

Mr. Liu received his doctoral degree in economics from Zhongnan University of Economics and Law (中南財經政法大學) in 2015. He obtained his master's degree in business administration from Tsinghua University (清華大學) in 2002. He earned his bachelor's degree in science from Peking University (北京大學) in 1991.

  • 21 -

APPENDIX II BIOGRAPHICAL DETAILS OF THE SUPERVISORS PROPOSED TO BE APPOINTED AT THE ANNUAL GENERAL MEETING

(1) EMPLOYEE REPRESENTATIVE SUPERVISOR

Ms. Liang Xiaojia (梁曉佳), aged 44, is the employee representative supervisor of our Company. Ms. Liang is principally responsible for supervising the performance of duties of our Directors and senior management.

Ms. Liang has been acting as the president assistant of our Company since May 2015. Prior to joining our Company, Ms. Liang served as an assistant notary officer (公證員助理) at Zhong'an Notary Office of Hefei City, Anhui Province (安徽省合肥市中安公證處) (formerly known as Yiaohai Notary Office of Hefei City (合肥市瑤海區公證處)) from 2004 to August 2006. From November 2008 to April 2011, Ms. Liang served as an administrative and human resources manager at Anhui Heans Information Technology Co., Ltd. (安徽和安信息科技有限公司), a company principally engaged in computer hardware development. From March 2012 to April 2015, Ms. Liang served as a business manager at Anhui Yizhong Network Technology Co., Ltd. (安徽易眾網絡科技有限公司), a company principally engaged in providing internet information service.

Ms. Liang has been a Secondary Enterprise Human Resources Professional (二級企業人力資源管理師) recognized by the Ministry of Human Resources and Social Security of the PRC (中華人民共和國勞動和社會保障部) since July 2008. Ms. Liang obtained her diploma in legal affairs at Anhui Vocational College of Police Officers (安徽警官職業學院), the PRC, in July 2004. She then obtained her bachelor's degree in law at Anhui University (安徽大學), the PRC, in July 2005.

Ms. Liang received her honorary credential for “2020 Hi-tech Zone March 8th Red Banner Pacesetter (2020年合肥市高新區三八紅旗手)” from Hefei Hi-tech Zone Women Association (合肥高新區婦女聯合會) in March 2021.

According to the Articles of Association and the Company Law of the People's Republic of China (中華人民共和國公司法), Ms. Liang Xiaojia has been elected as the employee representative Supervisor of the sixth session of the Board of Supervisors democratically by employees of the Company at the employee representatives' meeting of the Company on March 23, 2026, and is not subject to approval by the Shareholders.

Ms. Liang has entered into a service contract with the Company and will hold her office until the expiry of the fifth session of the Board of Supervisors. Ms. Liang will not receive remuneration as a Supervisor but will receive remuneration according to her other position in the Group which is approved according to her position.

As at the Latest Practicable Date, save as disclosed above, the employee representative Supervisor (i) had not held any directorships in other publicly listed companies in the last three years; (ii) had not had any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) had not had any interests in shares of the Company within the meaning of Part XV of the SFO.

  • 22 -

APPENDIX II BIOGRAPHICAL DETAILS OF THE SUPERVISORS PROPOSED TO BE APPOINTED AT THE ANNUAL GENERAL MEETING

There is no other matter relating to the appointment of the employee representative Supervisor that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

(2) SHAREHOLDERS REPRESENTATIVE SUPERVISORS

Mr. Fan Hua (樊驊), aged 37, has been our chairman of the Board of Supervisors of our Company since March 2019. Mr. Fan is principally responsible for supervising the performance of duties of our Directors and senior management.

Mr. Fan has been serving as chief investment officer and partner at two investment management companies, namely Beijing Zhongrong Yingtong Investment Management Co., Ltd. (北京中融盈通投資管理有限公司) and Shanghai Auto Enterprise Management Center (Limited Partnership) (上海鼎圆企業管理中心(有限合夥)), since August 2019 and March 2020, respectively. Since August 2019, Mr. Fan has been serving as a director at Panda Fine Brewing (Yiyang) Liquor Co., Ltd. (熊貓精釀(青島)酒業有限公司), a company principally engaged in liquor and food business. Before joining our Company, Mr. Fan worked as an investment manager at M&A Department of Beijing Ocean Co-stone Capital Investment Management Co., Ltd. (北京海洋基石創業投資管理有限公司), a company principally engaged in private equity investment, from June 2015 to July 2017. From August 2017 to April 2019, Mr. Fan served as a business director at Investment Banking Business Centre of CCB Trust Co., Ltd. (建信信託有限責任公司), a non-bank financial intermediary of China Construction Bank Corporation Limited (中國建設銀行股份有限公司). Since January 2022, Mr. Fan has been serving as a director of Inner Mongolia Kuainiu IoT Services Co., Ltd. (內蒙古僧牛物聯網服務有限公司). Since October 2022, Mr. Fan has been serving as a director of Anhui Gongbu Zhizao Industrial Technology Co., Ltd. (安徽工布智造工業科技有限公司). Since June 2023, Mr. Fan has served as a director of Beijing Jianjia Rehabilitation Hospital Co., Ltd. (北京健嘉康復醫院有限公司).

Mr. Fan obtained a bachelor's degree in financial engineering at Central University of Finance and Economics (中央財經大學), the PRC, in July 2011 and a master's degree in finance at University of Texas at Dallas (德克薩斯州大學達拉斯分校), the United States, in May 2013. In July 2022, Mr. Fan obtained a MBA degree from Tsinghua University.

As at the Latest Practicable Date, Mr. Fan was interested and deemed to be interested in 505,988 Domestic Shares and 820,684 H Shares pursuant to Part XV of the SFO.

Mr. Wang Yang (汪洋), aged 43, has been a supervisor of our Company since September 2021. Mr. Wang is principally responsible for supervising the performance of duties of our Directors and senior management. Mr. Wang was nominated by Anhui Province SME Development Fund Co., Ltd.* (安徽省中小企業發展基金有限公司), one of our Pre-IPO Investors.

  • 23 -

APPENDIX II BIOGRAPHICAL DETAILS OF THE SUPERVISORS PROPOSED TO BE APPOINTED AT THE ANNUAL GENERAL MEETING

From February 2018 to 2022, Mr. Wang served as the deputy general manager of the investment department of Anhui Province Venture Capital Co., Ltd.* (安徽省創業投資有限公司), a company principally engaged in venture capital financing and venture capital consultancy. Mr. Wang was promoted in 2022 and has since then served as the general manager of the investment department of this company.

Prior to joining Anhui Province Venture Capital Co., Ltd. (安徽省創業投資有限公司) in 2018, Mr. Wang held various positions at (i) Anhui Petroleum branch of Sinopec Marketing Co., Ltd. (中國石化銷售股份有限公司安徽石油分公司), a company principally engaged in retailing and marketing of petrol, kerosene, diesel fuel and other chemical products, from January 2010 to August 2014; (ii) Anhui Wantou Mining Investment Co., Ltd. (安徽皖投礦業投資有限公司), a company principally engaged in mining industry investment and management, from November 2014 to October 2015; and (iii) Anhui Provincial Emerging Industry Investment Co., Ltd. (安徽省高新技術產業投資有限公司), a company principally engaged in high-tech industry investment and related derivative business, from November 2015 to January 2018.

Mr. Wang obtained a bachelor's degree in business administration from China Agricultural University (中國農業大學), the PRC, in July 2006. He received his qualification certificate of specialty and technology (intermediate accounting) ((專業技術資格證書) (中級會計)) from the Ministry of Finance of the PRC in January 2013 and has been a member of the Chinese Institute of Certified Public Accountants since December 2017.

If the above candidates are appointed as Supervisors, each of them will enter into a service contract with the Company and shall hold their office until the expiry of the term of the fifth session of the board of Supervisors. The emolument of a Supervisor will be determined with reference to the remuneration policies of the Supervisors of the Company.

As at the Latest Practicable Date, save as disclosed above, the supervisor candidates (i) had not held any directorships in other publicly listed companies in the last three years; (ii) had not had any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) had not had any interests in shares of the Company within the meaning of Part XV of the SFO.

There is no other matter relating to the proposed appointment of Shareholder representative Supervisors that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

  • For identification purpose only

  • 24 -


APPENDIX III

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to vote for or against the special resolution to approve the grant of the Repurchase General Mandate to the Board.

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

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

SHARE CAPITAL

As at the Latest Practicable Date, the registered share capital of the Company was RMB87,117,257 comprising 866,444,180 Domestic Shares and 527,431,924 H Shares. Subject to the passing of the proposed resolution for the grant of the Repurchase General Mandate and on the basis that no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the Annual General Meeting and the Class Meetings, the Company will be allowed under the Repurchase General Mandate to repurchase a maximum of 52,743,192 H Shares, being the maximum of 10% of the total H Shares in issue as at the date of passing the relevant resolution.

REASONS FOR THE REPURCHASE

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

FUNDING OF REPURCHASES

In repurchasing its H Shares, the Company may only apply funds from the Company's internal resources legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws, rules and regulations of the PRC, including but not limited to surplus funds and undistributed profits of the Company or the proceeds of a fresh issue of Shares made for the purpose of the repurchase.

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase General Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with its position as at December 31, 2025, being disclosed in the Company's latest published audited accounts contained in the annual report for the year ended December 31, 2025. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company. The number of H Shares to be repurchased on


APPENDIX III

EXPLANATORY STATEMENT

any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing, in the best interests of the Company.

STATUS OF REPURCHASED H SHARES

The Listing Rules provide that the listing of all the H Shares repurchased by the Company shall automatically be cancelled and the relevant share certificates shall be cancelled and destroyed. Under the PRC laws, the H Shares repurchased by the Company will be cancelled and the Company's registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H Shares so cancelled.

H SHARE PRICES

The highest and lowest prices at which the H Shares have traded on the Stock exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

| | Highest
(HK$) | Lowest
(HK$) |
| --- | --- | --- |
| 2025 | | |
| April | 1.610 | 1.360 |
| May | 1.500 | 1.070 |
| June | 1.350 | 0.810 |
| July | 1.040 | 0.820 |
| August | 0.820 | 0.740 |
| September | 1.000 | 0.650 |
| October | 1.100 | 0.720 |
| November | 0.780 | 0.670 |
| December | 0.790 | 0.660 |
| 2026 | | |
| January | 0.750 | 0.610 |
| February | 0.710 | 0.600 |
| March | 0.610 | 0.550 |
| April (up to the Latest Practicable Date) | 0.570 | 0.530 |

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases pursuant to the Repurchase General Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.

The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.


APPENDIX III

EXPLANATORY STATEMENT

DISCLOSURE OF INTERESTS

None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, their associates, have any present intention to sell to the Company any of the H Shares in the Company if the Repurchase General Mandate is approved at the Annual General Meeting and the Class Meetings.

As at the Latest Practicable Date, no connected person of the Company has notified the Company that he/she/it has a present intention to sell any H Shares nor has such connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Repurchase General Mandate is granted.

IMPLICATION UNDER THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase General Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert 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.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following substantial shareholders held interests in the Shares as follows:

| Name of Shareholder | Capacity
Nature of interest | Class of
Shares held | Number of
Shares held | Approximate percentage of shareholding as at the Latest Practicable Date | Approximate percentage of shareholding if the Repurchase General Mandate is exercised in full^{(1)} |
| --- | --- | --- | --- | --- | --- |
| Mr. Feng Lei (“Mr. Feng”) | Beneficial owner/Interest in controlled corporation/
Interest held jointly with another person^{(2)} | Domestic Shares | 551,866,025 | 39.59% | 41.15% |
| | | H Shares | 8,062,151 | 0.58% | 0.60% |
| | | Sub-total | 559,928,176 | 40.17% | 41.75% |
| Mr. Du Bing (“Mr. Du”) | Beneficial owner/Interest in controlled corporation/
Interest held jointly with another person^{(2)} | Domestic Shares | 551,866,025 | 39.59% | 41.15% |
| | | H Shares | 8,062,151 | 0.58% | 0.60% |
| | | Sub-total | 559,928,176 | 40.17% | 41.75% |


APPENDIX III

EXPLANATORY STATEMENT

| Name of Shareholder | Capacity
Nature of interest | Class of
Shares held | Number of
Shares held | Approximate percentage of
shareholding as
at the Latest
Practicable Date | Approximate percentage of
shareholding if
the Repurchase
General Mandate
is exercised
in full(1) |
| --- | --- | --- | --- | --- | --- |
| Shanghai Yunxin Venture
Capital Company
Limited* (上海雲鑫創業
投資有限公司)
("Shanghai Yunxin") | Beneficial owner | Domestic
Shares | 72,103,345 | 5.17% | 5.38% |
| | | H Shares | 116,947,759 | 8.39% | 8.72% |
| | | Sub-total | 189,051,104 | 13.56% | 14.10% |
| Ant Group Co., Ltd. (鵖蟻科
技集團股份有限公司)
("Ant Group") | Interested in controlled
corporation(3) | Domestic
Shares | 72,103,345 | 5.17% | 5.38% |
| | | H Shares | 116,947,759 | 8.39% | 8.72% |
| | | Sub-total | 189,051,104 | 13.56% | 14.10% |
| Mr. Ye Sheng (葉聖) | Beneficial owner/Interest in
controlled corporation(4) | Domestic
Shares | 28,287,476 | 2.03% | 2.11% |
| | | H Shares | 45,880,764 | 3.29% | 3.42% |
| | | Sub-total | 74,168,240 | 5.32% | 5.53% |

Notes:
(1) The calculation is based on the total number of 1,341,132,911 Shares in issue assuming the Repurchase General Mandate is exercised in full.
(2) Shanghai Chuyan Enterprise Management Partnership (Limited Partnership) (上海褚岩企業管理合夥企業(有限合夥)) ("Shanghai Chuyan") directly holds approximately 0.93% of the issued share capital of our Company. Mr. Feng is the general partner of Shanghai Chuyan and owns 52% of the equity interests of Shanghai Chuyan. Mr. Du is the sole limited partner of Shanghai Chuyan and owns 48% of the equity interests of Shanghai Chuyan. As such, both Mr. Feng and Mr. Du are deemed under the SFO to be interested in the Shares held by Shanghai Chuyan, including 4,970,665 Domestic Share and 8,062,151 H Shares. By virtue of the concert party agreement entered into by and between Mr. Feng and Mr. Du on July 31, 2021, Mr. Feng and Mr. Du are deemed under the SFO to be interested in each other's interests in the Shares.
(3) Shanghai Yunxin is a direct wholly-owned subsidiary of Ant Group. As such, Ant Group shall be deemed under the SFO to be interested in the Shares held by Shanghai Yunxin. As at December 31, 2025, Hangzhou Junhan Equity Investment Partnership (Limited Partnership)
(杭州君瀚股權投資合夥企業(有限合夥)) ("Junhan") and Hangzhou Junao Equity Investment Partnership (Limited Partnership) (杭州君澳股權投資合夥企業(有限合夥)) ("Junao") held approximately 31% and 22% of Ant Group's total issued shares, respectively. Hangzhou Xingtao Enterprise Management Consultancy Co., Ltd. (杭州星滔企業管理咨詢有限公司) ("Xingtao") is the executive partner and general partner of Junhan; Hangzhou Yunbo Investment Consultancy Co., Ltd. (杭州雲穎投資諮詢有限公司) ("Yunbo") is the executive partner and general partner of Junao; and each of Xingtao and Yunbo is held by five individuals as to 20% each. The remaining issued shares in Ant Group are held as to approximately 33% by Taobao (China) Software Co., Ltd. (淘寶(中國)軟件有限公司), an indirect wholly-owned subsidiary of Alibaba Holding, and as to approximately 14% by other minority shareholders.


APPENDIX III

EXPLANATORY STATEMENT

(4) Tianjin Mingyin Enterprise Management Partnership (Limited Partnership) (天津明印企業管理合夥企業(有限合夥)) (“Tianjin Mingyin”), Tianjin Mingtong Enterprise Management Partnership (Limited Partnership) (天津明通企業管理合夥企業(有限合夥)) (“Tianjin Mingtong”), Tianjin Mingyun Enterprise Management Partnership (Limited Partnership) (天津明運企業管理合夥企業(有限合夥)) (“Tianjin Mingyun”) and Tianjin Mingwei Enterprise Management Partnership (Limited Partnership) (天津明維企業管理合夥企業(有限合夥)) (“Tianjin Mingwei”) are the employee shareholding platform of the Company. Mr. Ye Sheng (葉聖), Tianjin Mingyin, Tianjin Mingtong, Tianjin Mingyun and Tianjin Mingwei directly hold approximately 1.84%, 2.22%, 0.47%, 0.45% and 0.34% of the issued share capital of our Company. Mr. Ye Sheng is the general partner of and has full control over Tianjin Mingyin, Tianjin Mingtong, Tianjin Mingyun and Tianjin Mingwei. As such, Mr. Ye Sheng is deemed under the SFO to be interested in the Shares held by Tianjin Mingyin, Tianjin Mingtong, Tianjin Mingyun and Tianjin Mingwei.

As shown above, the Directors are not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law as a result of any repurchases to be made under the Repurchase General Mandate.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

SECURITIES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any H Shares (whether on the Stock Exchange or otherwise) during the period from the Listing Date up to the Latest Practicable Date.

  • For identification purpose only

  • 29 -


NOTICE OF ANNUAL GENERAL MEETING

窑职

LOGORY

Logory Logistics Technology Co., Ltd.

合肥維天運通信息科技股份有限公司

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

(Stock Code: 2482)

Notice is hereby given that the Annual General Meeting of Logory Logistics Technology Co., Ltd. (the "Company") will be held at 9/F, No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China on Thursday, May 28, 2026 at 2:00 p.m. for the purposes of considering and, if thought fit, passing the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular dated April 28, 2026 issued by the Company (the "Circular"):

ORDINARY RESOLUTIONS

  1. To consider and approve the 2025 annual report.
  2. To consider and approve the work report of the board of the Company (the "Board") for 2025.
  3. To consider and approve the work report of the board of supervisors of the Company (the "Board of Supervisors") for 2025.
  4. To consider and approve the profit distribution plan for 2025.
  5. To consider and approve the re-appointment of auditors for 2026 and to authorize the Board to fix their remuneration for 2026.

6(a). To re-elect Mr. Feng Lei as an executive director (the "Director") of the Company.
6(b). To re-elect Mr. Du Bing as an executive Director.
6(c). To re-elect Mr. Ye Sheng as an executive Director.
6(d). To re-elect Mr. LongKe as an executive Director.
6(e). To re-elect Ms. WangYao as a non-executive Director.
6(f). To re-elect Mr. Chen Zhijie as a non-executive Director.
6(g). To re-elect Mr. Li Dong as an independent non-executive Director.
6(h). To re-elect Mr. Dai Dingyi as an independent non-executive Director.
6(i). To consider and approve the appointment of Mr. Liu Yunbo as an independent non-executive Director.

  • 30 -

NOTICE OF ANNUAL GENERAL MEETING

7(a). To re-elect Mr. Fan Hua as a Shareholder representative supervisor and the chairman of the Board of Supervisors.

7(b). To re-elect Mr. Wang Yang as a shareholder representative supervisor of the Company.

  1. To consider and approve the remuneration plan for the directors of the sixth session of the Board and the Supervisors of the sixth session of the Board of Supervisors.

  2. To consider and approve the bank credit and bank loans in 2026.

  3. To consider and approve the provision of guarantee in favour of wholly-owned subsidiaries in 2026.

SPECIAL RESOLUTIONS

  1. For the purpose of increasing the flexibility and efficiency in operation of the Company, to give a general mandate to the Board to allot, issue and deal with additional H Shares of which the number does not exceed 20% of the number of H Shares in issue as at the date of this resolution and authorise the Board to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the allotment or issuance of shares:

"THAT

(A) (a) subject to paragraph (c) below and in accordance with the relevant requirements of the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC, the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional H Shares and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the Board during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

  • 31 -

NOTICE OF ANNUAL GENERAL MEETING

(c) the aggregate number of H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of each of the aggregate number of the issued H Shares in issue as at the date of passing this resolution, other than pursuant to (i) a Rights Issue or (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association; and

(d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

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

(ii) the expiration of a period of 12 months from the date of passing the relevant resolution at the Annual General Meeting; or

(iii) the revocation or variation of the authority given under this resolution by a special resolution of the Company at a general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws, or the requirements, of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

(B) the Board is authorised to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the allotment or issuance of shares as provided in sub-paragraph (a) of paragraph (A) of this resolution.”

  1. To consider and approve the granting of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):

“THAT:

(a) by reference to market conditions and in accordance with needs of the Company, repurchase the H Shares not exceeding 10% of the aggregate nominal amount of the H Shares in issue as at the date when this resolution is passed;


NOTICE OF ANNUAL GENERAL MEETING

(b) the Board be authorised to (including but not limited to the following):

(i) determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;

(ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas; and

(iii) carry out cancellation procedures for repurchased shares, reduce registered capital of the Company in order to reflect the amount of shares repurchased in accordance with the authorisation received by the Board under paragraph (a) of this special resolution and make corresponding amendments to the articles of association of the Company as it thought fit and necessary in order to reflect the reduction of the registered capital of the Company and carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.

(c) For the purposes of this special resolution, “Relevant Period” means the period from the passing of this special resolution until the earliest of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

(ii) the expiration of a period of 12 months from the date of passing the relevant resolution at the Annual General Meeting; or

(iii) the date on which the authority conferred to the Board set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company (the “Shareholders”) at a general meeting or by a special resolution of holders of H Shares or holders of Domestic Shares at their respective class meetings.”

Yours faithfully,

For and on behalf of the Board

Logory Logistics Technology Co., Ltd.

FENG Lei

Chairman and Executive Director

Hefei, the People's Republic of China

April 28, 2026


NOTICE OF ANNUAL GENERAL MEETING

Notes:

  1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

  2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy/more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

  3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at (i) the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for holders of H Shares); or (ii) the Company’s registered office, at No. 2700 Chuangxin Avenue, High-tech District, Hefei, Anhui Province, China (for holders of Domestic Shares) not less than 24 hours before the time appointed for the meeting (i.e. not later than 2:00 p.m. on Wednesday, May 27, 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  4. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Thursday, May 21, 2026 to Thursday, May 28, 2026, both dates inclusive, during which period no transfer of shares will be registered. The record date for determining the identity of the Shareholders who are entitled to attend and vote at the Annual General Meeting is Thursday, May 28, 2026. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, May 20, 2026.

  5. Holders of Shares shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the Annual General Meeting. If corporate Shareholders appoints authorized representative to attend the Annual General Meeting, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorneys when attending the Annual General Meeting.

  6. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the Board of Directors comprises Mr. FENG Lei, Mr. DU Bing, Mr. YE Sheng and Mr. LONG Ke as executive Directors, Mr. CHEN Zhijie and Ms. WANG Yao as non-executive Directors, and Mr. DAI Dingyi, Mr. LI Dong and Mr. LIU Xiaofeng as independent non-executive Directors.

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