Minieye Technology Co., Ltd — Proxy Solicitation & Information Statement 2025

Feb 19, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

MINIEYE

Minieye Technology Co., Ltd

深圳佑篦創新科技股份有限公司

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

(Stock Code: 2431)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED RE-APPOINTMENT OF AUDITOR

PROPOSED FULL CIRCULATION OF SHARES HELD BY THE

SHAREHOLDERS OF THE COMPANY

AND

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page have the same meanings as those defined in the section headed "Definitions" in the circular.

A letter from the Board is set out on pages 4 to 12 of this circular.

A notice convening the EGM to be held at 25th Floor, Tower A, Building 1, Zhongzhou Binhai Commercial Center, No. 9285 Binhe Avenue, Shangsha Community, Sha Tau Street, Futian District, Shenzhen, Guangdong Province, PRC at 9:30 a.m. on Friday, March 7, 2025 is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use in the EGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.minieye.cc).

Shareholders who intend to appoint a proxy to attend the EGM are required to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same not later than 24 hours before the time designated for the EGM (i.e. not later than 9:30 a.m. on Thursday, March 6, 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned or postponed meeting(s) if you so wish.

Reference to times and dates in this circular are to Hong Kong local times and dates.

February 19, 2025

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I — PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ... 13
NOTICE OF EXTRAORDINARY GENERAL MEETING ... EGM-1

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DEFINITIONS

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

"Articles of Association"
the articles of association of the Company as amended from time to time

"Audit Committee"
the audit committee of the Company

"Board"
the board of Directors

"Company"
Minieye Technology Co., Ltd (深圳佑駕創新科技股份有限公司), a limited liability company established under the laws of the PRC on December 10, 2014 and converted into a joint stock company with limited liability on June 7, 2023, the H Shares of which are listed on the Stock Exchange (stock code: 2431)

"Concert Party Group"
collectively, Dr. Liu Guoqing (劉國清), Mr. Zhou Xiang (周翔), Mr. Yang Guang (楊廣), Mr. Wang Qicheng (王啟程), Mr. Yan Shengye (閔勝業) and Mr. Wu Jianxin (吳建鑫), who entered into a concert party agreement in June 2019 (as amended in May 2024) and are collectively the substantial shareholders of the Company

"CSRC"
the China Securities Regulatory Commission (中國證券監督管理委員會)

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

"EGM"
the 2025 first extraordinary general meeting of the Company (or any adjournment thereof) to be convened and held at 25th Floor, Tower A, Building 1, Zhongzhou Binhai Commercial Center, No. 9285 Binhe Avenue, Shangsha Community, Sha Tau Street, Futian District, Shenzhen, Guangdong Province, PRC at 9:30 a.m. on Friday, March 7, 2025

"ESOP Holding Entities"
the limited partnerships established under the laws of PRC to hold equity interests in the Company as its employee ownership platforms

"Group"
the Company and its subsidiaries

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DEFINITIONS

“H Share(s)”
overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/are listed on the Main Board of the Stock Exchange and subscribed for and traded in Hong Kong dollars

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

“H Share Full Circulation”
the proposed conversion of 89,576,892 Unlisted Shares held by the Participating Shareholders into H Shares and the listing and circulation of such Shares on the Main Board of the Stock Exchange

“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

“Latest Practicable Date”
February 17, 2025, being the latest practicable date prior to the issue of this circular for ascertaining certain information for inclusion in this circular

“Listing”
the listing of the H Shares on the Main Board of the Stock Exchange

“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Participating Shareholder(s)”
the Shareholder(s) who participate(s) in the proposed H Share Full Circulation

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

“PRC Company Law”
Company Law of the PRC (中華人民共和國公司法), as amended and adopted by the Standing Committee of the Tenth National People’s Congress on October 27, 2005 and effective on January 1, 2006, as amended or supplemented from time to time, which was latest amended on December 29, 2023

“RMB”
Renminbi, the lawful currency of the PRC

“Shares(s)”
Unlisted Share(s) and H Share(s)

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

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DEFINITIONS

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

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

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

"Unlisted Shareholder(s)"
holder(s) of Unlisted Share(s)

"%"
percent

For ease of reference, the names of Chinese laws and regulations, government authorities, institutions, natural persons or other entities have been included herein in both Chinese and English languages and in the event of any inconsistency, the Chinese version shall prevail.

Certain amounts and percentage figures included herein have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be arithmetic aggregation of the figures preceding them.

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LETTER FROM THE BOARD

MINIEYE

Minieye Technology Co., Ltd

深圳佑篱創新科技股份有限公司

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

(Stock Code: 2431)

Executive Directors:

Dr. Liu Guoqing

Mr. Yang Guang

Mr. Zhou Xiang

Mr. Wang Qicheng

Non-executive Directors:

Mr. Bi Lei

Ms. Liu Yiran

Independent non-executive Directors:

Dr. Xiang Yang

Mr. Tan Kaiguo

Dr. Tan Mingkui

Registered office, headquarters and principal place of business in the PRC:

25th Floor, Tower A, Building 1

Zhongzhou Binhai Commercial Center

No. 9285 Binhe Avenue

Shangsha Community, Sha Tau Street

Futian District, Shenzhen

Guangdong Province, PRC

Principal place of business in Hong Kong:

Room 1918, 19/F

Lee Garden One

33 Hysan Avenue

Causeway Bay, Hong Kong

February 19, 2025

To the Shareholders

Dear Sir or Madams

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED RE-APPOINTMENT OF AUDITOR

PROPOSED FULL CIRCULATION OF SHARES HELD BY THE SHAREHOLDERS OF THE COMPANY

AND

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you the notice of EGM and the detailed information in relation to, among other things, (i) the proposed amendment to the Articles of Association; (ii) the proposed re-appointment of auditor; and (iii) the proposed application of the H Share Full Circulation, to enable you to make an informed decision on whether to vote for or against the following resolutions.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement dated January 20, 2025 in relation to, among others, the partial exercise of the over-allotment option in connection with the global offering of the Company and the announcement dated February 19, 2025 in relation to proposed amendments to the Articles of Association. Following the exercise of the over-allotment option, the registered share capital of the Company has increased from RMB399,190,000 to RMB399,946,400 and total number of issued Shares has increased from 399,190,000 to 399,946,400 Shares, respectively.

The Board has proposed to make certain amendments to the Articles of Association to reflect, among others, such changes in the share capital structure of the Company (the "Proposed Amendments"). The details of the Proposed Amendments are set out in Appendix I to this circular.

Save as disclosed in Appendix I to this circular, the contents of the other articles of the Articles of Association remain unchanged. The Articles of Association is prepared in Chinese with no official English version. Any English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.

The Company has received a written confirmation from its Hong Kong legal advisors, confirming that the Proposed Amendments conform with the Listing Rules (including the requirements of Appendix A1 to the Listing Rules). The Company has also received a written confirmation from its legal advisors as to the laws of the, confirming that the Proposed Amendments conform with the applicable laws of the PRC. The Company confirms that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.

The Board is of the view that the Proposed Amendments are in the interest of the Company and its Shareholders as a whole.

The Proposed Amendments will become effective upon Shareholders' approval by way of a special resolution at the EGM. Prior to the passing of the relevant special resolution at the EGM, the current Articles of Association shall remain valid.

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LETTER FROM THE BOARD

PROPOSED RE-APPOINTMENT OF AUDITOR

Reference is made to the announcement dated February 19, 2025 in relation to proposed re-appointment of the auditor.

With the recommendation from the Audit Committee, the Board has resolved that PricewaterhouseCoopers ("PwC" or the "Auditor") be proposed to be re-appointed as the overseas auditor of the Company for the year ended December 31, 2024 (the "Proposed Re-appointment of Auditor") and to hold office until the conclusion of the next annual general meeting of the Company, subject to approval by the Shareholders by way of an ordinary resolution at the EGM pursuant to the Articles of Association.

PwC is certified public accountants under Professional Accountant Ordinance (Chapter 50 of the Laws of Hong Kong) and registered public interest entity auditor under Accounting and Financial Reporting Council Ordinance (Chapter 588 of the Laws of Hong Kong), and is qualified to undertake audit work for companies established in the PRC and listed on the Stock Exchange. The Board is of the view that the Proposed Re-appointment of Auditor is in the interest of the Company and its Shareholders.

An ordinary resolution will be proposed at the EGM to consider and, if thought fit, approve the Proposed Re-appointment of Auditor and to authorize the Board to fix the remuneration of the Auditor and handle all matters relating to the Proposed Re-appointment of Auditor.

PROPOSED FULL CIRCULATION OF SHARES HELD BY THE SHAREHOLDERS OF THE COMPANY

Reference is made to the Guidelines on Application for "Full Circulation" of Domestic Unlisted Shares of H-share Companies (《H股公司境內未上市股份申請“全流通”業務指引》) issued by the CSRC on November 14, 2019 and further amended on August 10, 2023 (the "Guidelines"), and the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) issued by the CSRC on February 17, 2023 regarding the procedures to apply for full circulation of shares by companies whose H shares are listed on the Stock Exchange.

In view of the Guidelines, on February 19, 2025, the Board considered and approved the proposed H Share Full Circulation. Upon obtaining all relevant approvals (including the filing notice by the CSRC and the approval of the Stock Exchange) and having complied with all applicable laws, rules and regulations, such 89,576,892 Unlisted Shares will be converted into H Shares and the Company will apply to the Stock Exchange for the listing of, and permission to deal in, such H Shares on the Main Board of the Stock Exchange.

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LETTER FROM THE BOARD

Details of the Participating Shareholders and the respective Unlisted Shares held by them to be converted into H Shares are set out as follows:

No. Name of Shareholder	Number of Unlisted Shares to be applied for the H Share Full Circulation
Concert Party Group
1 Dr. Liu Guoqing (劉國清)	17,141,751
2 Mr. Yang Guang (楊廣)	7,464,254
3 Mr. Zhou Xiang (周翔)	7,464,254
4 Mr. Wang Qicheng (王啟程)	6,674,095
5 Mr. Yan Shengye (閔勝業)	2,996,735
6 Mr. Wu Jianxin (吳建鑫)	2,097,807
ESOP Holding Entities
7 Shenzhen Youjia Qingcheng Investment Partnership (Limited Partnership) (深圳佑駕清成投資合夥企業(有限合夥))	6,193,090
8 Shenzhen Youjia Zhongcheng Investment Partnership (Limited Partnership) (深圳佑駕眾成投資合夥企業(有限合夥))	2,907,633
9 Shenzhen Youjia Licheng Investment Partnership (Limited Partnership) (深圳佑駕礦成投資合夥企業(有限合夥))	1,453,817
Other Shareholders
10 Guokai Zhizao Transformation and Upgrading Fund (Limited Partnership) (國開製造業轉型升級基金(有限合夥))	20,548,643
11 Harbin Xinrong Qihang Venture Capital Enterprise (Limited Partnership) (哈爾濱鑫榕啟航創業投資企業(有限合夥))	1,788,846

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LETTER FROM THE BOARD

No.	Name of Shareholder	Number of Unlisted Shares to be applied for the H Share Full Circulation
12	Shenzhen Qianhe Wanhe Venture Capital Partnership (Limited Partnership) (深圳千賀萬禾創業投資合夥企業(有限合夥))	3,581,129
13	Shanghai Ganche Intelligent Technology Partnership (Limited Partnership) (上海淦徽智能科技合夥企業(有限合夥))	4,176,618
14	Nanchang Municipal Public Group Co., Ltd. (南昌市政公用集團有限公司)	4,078,586
15	Suzhou Industrial Park Huazhi Xingrui Venture Capital Partnership (Limited Partnership) (蘇州工業園區華智興瑞創業投資合夥企業(有限合夥))	1,009,634
Total		89,576,892

Notwithstanding the H Share Full Circulation, such Shares shall not be disposed of or transferred within one year from the date of the listing of the Company (i.e. December 27, 2024) pursuant to the PRC Company Law.

Pursuant to the Articles of Association, approval from the Shareholders will be required for the proposed H Share Full Circulation. The proposed H Share Full Circulation is subject to the fulfilment of the following conditions:

(1) the approval of the proposed H Share Full Circulation having been obtained at the EGM;

(2) the grant of authorization to the Board and its delegated persons to handle matters relating to the H Share Full Circulation having been obtained at the EGM;

(3) the approval of the proposed H Share Full Circulation by the relevant administrative and regulatory authority (i.e. the CSRC) having been obtained; and

(4) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the H Shares converted from Unlisted Shares through the H Share Full Circulation.

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LETTER FROM THE BOARD

As of the Latest Practicable Date, none of the aforesaid conditions had been satisfied. Details of the implementation plan of the H Share Full Circulation remain subject to internal approval process of certain Participating Shareholders and the Company had not submitted the filing application to the CSRC. The Company will make further announcement(s) on the progress of the H Share Full Circulation in accordance with the requirements of the Listing Rules and other applicable laws and regulations as and when necessary and appropriate.

Shareholding Structure of the Company before and after the completion of the H Share Full Circulation

Assuming there will be no change to the share capital structure of the Company from the Latest Practicable Date to immediately before completion of the H Share Full Circulation, the share capital structure of the Company immediately before and upon completion of the H Share Full Circulation is set out below:

	Immediately before completion of H Share Full Circulation		Upon completion of the H Share Full Circulation
	Number of Shares	Approximate % of the Company's total share capital	Number of Shares	Approximate % of the Company's total share capital
Unlisted Shares	89,576,892	22.40%	0	0.00%
H Shares	310,369,508	77.60%	399,946,400	100.00%
Total	399,946,400	100.00%	399,946,400	100.00%

As disclosed above, pursuant to the Articles of Association, the proposed H Share Full Circulation is subject to the approval by the Shareholders at the EGM. The Board has proposed to seek approval from the Shareholders at the EGM, by way of ordinary resolution, for the H Share Full Circulation.

Proposed Grant of Authorization to the Board and its Delegated Persons in relation to the H Share Full Circulation

The Participating Shareholders have agreed to authorize the Board and/or its delegated persons to apply to the CSRC, the Stock Exchange and other relevant regulatory authorities for the H Share Full Circulation and be responsible for dealing with matters related to the H Share Full Circulation.

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LETTER FROM THE BOARD

The Board has proposed to seek approval from the Shareholders at the EGM to grant authorization to the Board and its delegated persons to handle all matters in relation to the H Share Full Circulation at their sole discretion. The specific scope of authorization includes but is not limited to:

(1) implementing resolution on the H Share Full Circulation passed at the Shareholders' meeting, adjusting the specific implementation plan in accordance with the filing requirements of relevant securities regulatory authorities for the H Share Full Circulation application, including determining the specific number of shares for the H Share Full Circulation;

(2) handling the application for the H Share Full Circulation on behalf of relevant Shareholders, including but not limited to engaging relevant intermediary agencies for the H Share Full Circulation, preparing, modifying, signing, supplementing, submitting, reporting and executing relevant application documents and other legal documents in accordance with the requirements of authorized securities regulatory authorities, and signing, modifying, supplementing, submitting, reporting and executing various legal documents in connection with the H Share Full Circulation application on behalf of relevant Shareholders;

(3) handling various matters relating to the listing of relevant Shares on the Stock Exchange on behalf of relevant Shareholders after the approval or filing notice on application of the H Share Full Circulation has been obtained from authorized securities regulatory authorities, including but not limited to authorizing the China Securities Depository and Clearing Corporation Limited to hold the converted Shares on behalf of the relevant Shareholders, applying for the establishment of a specific account for H Share Full Circulation, handling cross-border registration and custody procedures, foreign exchange registration procedures and application for listing on the Stock Exchange for relevant Shares;

(4) as permitted by applicable laws and regulations, taking all necessary actions on behalf of relevant Shareholders to determine and handle all other matters relating to the H Share Full Circulation application.

The abovementioned authorization shall remain valid and effective from the date on which the resolution on the proposed grant of authorization to the Board and its delegated persons to handle matters relating to the H Share Full Circulation has been approved by the Shareholders at the EGM until completion of proposed H Share Full Circulation.

The Board has proposed to seek approval from the Shareholders at the EGM, by way of ordinary resolution, for the proposed grant of authorization to the Board and its delegated persons to handle matters relating to the H Share Full Circulation.

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LETTER FROM THE BOARD

As the proposed H Share Full Circulation are subject to certain conditions and other relevant procedures as required by the CSRC and the Stock Exchange. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

EGM

The Company will convene and hold the EGM at 25th Floor, Tower A, Building 1, Zhongzhou Binhai Commercial Center, No. 9285 Binhe Avenue, Shangsha Community, Sha Tau Street, Futian District, Shenzhen, Guangdong Province, PRC at 9:30 a.m. on Friday, March 7, 2025 to consider and, where appropriate, approve the proposed matters set out in the notice of the EGM. A notice of the EGM is set out on pages EGM-1 to EGM-2 of this circular. The Company will publish an announcement of the poll results in the manner required under Rule 13.39(5) of the Listing Rules after the conclusion of the EGM.

For the purpose of determining the entitlement of the H Shareholders to attend and vote at the EGM, the register of holders of H Shares will be closed from March 4, 2025 to March 7, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. Shareholders whose names appear on the register of members of the Company on March 3, 2025 will be entitled to attend and vote at the EGM. Holders of H Shares who intend to attend the EGM must deliver their transfer documents together with the relevant share certificates to Tricor Investor Services Limited, the registrar of H Shares.

If you intend to appoint a proxy to attend the EGM, you are required to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the form. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney authorising the execution of the instrument or other authorisation documents shall be notarised and must be served concurrently with the instrument. The form of proxy, together with the copies of the notarised power of attorney or other authorisation documents, shall be deposited at the H share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong (for H Shareholders), or the registered office of the Company at 25th Floor, Tower A, Building 1, Zhongzhou Binhai Commercial Center, No. 9285 Binhe Avenue, Shangsha Community, Sha Tau Street, Futian District Shenzhen, PRC (for Unlisted Shareholders) not later than 24 hours before the time designated for the EGM (i.e. not later than 9:30 a.m. on Thursday, March 6, 2025) or any adjournment thereof (as the case may be) before the form becomes effective. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any adjourned meeting thereof should you so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the resolutions to be proposed at the EGM will be voted on by poll.

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LETTER FROM THE BOARD

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as of the Latest Practicable Date, no Shareholders were required to abstain from voting on the resolutions to be proposed at the EGM pursuant to the Listing Rules and/or the Articles of Association.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the resolutions in relation to (i) the proposed amendment to the Articles of Association; (ii) the proposed re-appointment of auditor; and (iii) the proposed application of the H Share Full Circulation and the proposed grant of authorization to the Board and its delegated persons to handle matters relating to the H Share Full Circulation to be proposed at the EGM are in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM.

By order of the Board

Minieye Technology Co., Ltd

Dr. Liu Guoqing

Chairman of the Board, Executive Director

and General Manager

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The details of the Proposed Amendments are as follows (shown with strikethrough to denote text to be deleted and underline to denote text to be added):

Existing articles	Amended articles
Article 5
The registered capital of the Company is RMB399,190,000.	Article 5
The registered capital of the Company is RMB399,190,000RMB399,946,400.
Article 20
The Company has a total of 399,190,000 shares, comprising 399,190,000 ordinary shares.

Among which, 89,576,892 are domestic unlisted shares and 309,613,108 are H Shares. | Article 20
The Company has a total of 399,190,000399,946,400 shares, comprising RMB399,190,000399,946,400 ordinary shares.

Among which, 89,576,892 are domestic unlisted shares and 309,613,108 are H Shares. |

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NOTICE OF EXTRAORDINARY GENERAL MEETING

MINIEYE

Minieye Technology Co., Ltd

深圳佑駕創新科技股份有限公司

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

(Stock Code: 2431)

NOTICE IS HEREBY GIVEN that the 2025 first extraordinary general meeting of Minieye Technology Co., Ltd (the "Company") will be convened and held at 25th Floor, Tower A, Building 1, Zhongzhou Binhai Commercial Center, No. 9285 Binhe Avenue, Shangsha Community, Sha Tau Street, Futian District, Shenzhen, Guangdong Province, PRC at 9:30 a.m. on Friday, March 7, 2025 (the "EGM") to consider and, if thought fit, approve the following resolutions. Unless otherwise defined herein, capitalized terms used in this notice have the same meanings as those defined in the circular of the Company dated February 19, 2025 (the "Circular").

ORDINARY RESOLUTIONS

1. To consider and approve the Proposed Re-appointment of Auditor, and to authorize the Board to fix the remuneration of the Auditor.
2. To consider and approve the application for the proposed conversion of 89,576,892 Unlisted Shares held by the Participating Shareholders to be converted into H Shares as set out in the Circular, and the listing and circulation of such H Shares upon conversion on the Main Board of the Stock Exchange, and to authorize Board and its delegated persons to handle matters relating to the H Share Full Circulation as set out in the Circular.

SPECIAL RESOLUTION

1. To consider and approve the Proposed Amendments to the Articles of Association.

By order of the Board

Minieye Technology Co., Ltd

Dr. Liu Guoqing

Chairman of the Board, Executive Director

and General Manager

Shenzhen, PRC, February 19, 2025

As at the date of this notice, the Board comprises: (i) Dr. Liu Guoqing, Mr. Yang Guang, Mr. Zhou Xiang and Mr. Wang Qicheng, as executive directors; (ii) Mr. Bi Lei and Ms. Liu Yiran, as non-executive directors; and (iii) Dr. Xiang Yang, Mr. Tan Kaiguo and Dr. Tan Mingkui as independent non-executive directors.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Individual shareholders who wish to attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual shareholders shall produce their effective proof of identity and form of proxy. A corporate shareholder should attend the meeting by its legal representative or proxy appointed by the legal representative. A legal representative who wishes to attend the meeting should produce his/her identity card or other valid documents evidencing his/her capacity as a legal representative. If appointed to attend the meeting, the proxy should produce his/her identity card and an authorisation instrument duly signed by the legal representative of the corporate shareholder.

2. For the purpose of determining the entitlement of the H Shareholders to attend and vote at the EGM, the register of holders of H Shares will be closed from March 4, 2025 to March 7, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. Shareholders whose names appear on the register of members of the Company on March 3, 2025 will be entitled to attend and vote at the EGM. Holders of H Shares who intend to attend the EGM must deliver their transfer documents together with the relevant share certificates to Tricor Investor Services Limited, the registrar of H Shares.

3. Any shareholder entitled to attend and vote at the EGM is entitled to appoint one or more person(s) (if the shareholder holds two or more issued Shares, whether (each of) such person is a shareholder of the Company or not, as his/her/its proxy or proxies to attend and vote on his/her/its behalf at the EGM.

The instrument appointing a proxy must be signed by the shareholder or his/her attorney duly authorised in writing. For a corporate shareholder, the proxy instrument must be affixed with the common seal or signed by its director or attorney duly authorised in writing.

If the power of attorney of the proxy is signed by the authorised person of the appointer under a power of attorney or other authorisation document(s) given by the appointer, such power of attorney or other authorisation document(s) shall be notarised and served at the same time as the power of attorney. To be valid, the form of proxy, together with a notarially certified copy of the power of attorney or other authorisation document(s), must be delivered to the H share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong (for H Shareholders), or the registered office of the Company at 25th Floor, Tower A, Building 1, Zhongzhou Binhai Commercial Center, No. 9285 Binhe Avenue, Shangsha Community, Sha Tau Street, Futian District Shenzhen, PRC (for Unlisted Shareholders) not later than 24 hours before the time designated for the EGM (i.e. not later than 9:30 a.m. on Thursday, March 6, 2025) or any adjournment thereof (as the case may be).

In case of registered joint holders of any Shares, any one of the registered joint holders can vote on such Shares at the EGM in person or by proxy as if he/she is the only holder entitled to vote. If more than one registered joint holders attend the EGM in person or by proxy, only the vote of the person whose name appears first in the register of members of the Company relating to such Shares (in person or by proxy) will be accepted as the sole and exclusive vote of the joint holders.

After the completion and return of the form of proxy and the power of attorney, you can attend and vote in person at the EGM or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.

1. According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the resolutions to be proposed at the EGM will be voted on by poll. Results of the poll voting will be posted on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.minieye.cc) upon the conclusion of the EGM.

2. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

3. Reference to times and dates in this notice are to Hong Kong local times and dates.

4. EGM-2 -