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Minieye Technology Co., Ltd — Proxy Solicitation & Information Statement 2026
May 21, 2026
50593_rns_2026-05-21_ea39bcf9-2c7c-483d-9864-25a6ce47b30a.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 Minieye 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.
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)
(1) REPORT OF THE DIRECTORS FOR THE YEAR 2025
(2) REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2025
(3) FINANCIAL STATEMENTS FOR THE YEAR 2025
(4) 2025 ANNUAL REPORT
(5) FINAL SETTLEMENT OF ACCOUNTS FOR THE YEAR 2025
(6) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025
(7) CONFIRMATION OF THE REMUNERATION OF DIRECTORS FOR THE YEAR 2025 AND THE REMUNERATION PLAN FOR THE YEAR 2026
(8) PROPOSED ELECTION/RE-ELECTION OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS OF THE SECOND SESSION OF THE BOARD
(9) PROPOSED ELECTION/RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE SECOND SESSION OF THE BOARD
(10) PROPOSED AMENDMENTS TO THE COMPANY'S CORPORATE GOVERNANCE POLICY
(11) PROPOSED RE-APPOINTMENT OF AUDITOR
(12) PROPOSED PURCHASE OF WEALTH MANAGEMENT PRODUCTS
(13) PROPOSED FOREIGN EXCHANGE DERIVATIVE TRANSACTIONS
(14) PROPOSED ABOLITION OF THE SUPERVISORY COMMITTEE, REPEAL OF THE WORKING RULES FOR THE SUPERVISORY COMMITTEE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(15) PROPOSED AMENDMENTS TO THE COMPANY'S WORKING RULES FOR THE GENERAL MEETING
(16) PROPOSED AMENDMENTS TO THE COMPANY'S WORKING RULES FOR THE BOARD
(17) APPLICATION FOR ESTIMATED INTEGRATED CREDIT FACILITIES FROM BANKS AND RELEVANT GUARANTEES
(18) PROPOSED PROVISION OF GUARANTEES TO THIRD-PARTY CUSTOMERS
(19) GENERAL MANDATE TO ISSUE ADDITIONAL SHARES
(20) GENERAL MANDATE TO REPURCHASE H SHARES AND NOTICE OF ANNUAL 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 3 to 20 of this circular.
A notice convening the Annual General Meeting to be held at 25th Floor, Tower A, Building 1, Zhongzhou Binhai Commercial Center, No. 9285 Binhe Avenue, Shangsha Community, Sha Tan Street, Futian District, Shenzhen, Guangdong Province, PRC at 10:00 a.m. on Friday, June 12, 2026 is set out on pages AGM-1 to AGM-5 of this circular. 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 Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.minieye.cc).
Shareholders who intend to appoint a proxy to attend the Annual General Meeting 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 Annual General Meeting (i.e. not later than 10:00 a.m. on Thursday, June 11, 2026) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjourned or postponed meeting(s) if you so wish.
References to times and dates in this circular are to Hong Kong local time and dates.
May 21, 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I — EXPLANATORY STATEMENT ... 21
APPENDIX II — DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED ... 26
APPENDIX III — COMPARISON TABLE ON THE AMENDMENTS TO ARTICLES OF ASSOCIATION ... 36
APPENDIX IV — DETAILS OF PROPOSED PROVISION OF GUARANTEES TO THIRD-PARTY CUSTOMERS ... 64
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
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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 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 10:00 a.m. on Friday, June 12, 2026, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages AGM-1 to AGM-5 of this circular, or any adjournment thereof
“Articles of Association”
the articles of association of the Company, as amended from time to time
“Board of Directors” or “Board”
the board of directors of the Company
“China” or the “PRC”
the People’s Republic of China, for the purpose of this circular, excluding the regions of Hong Kong, Macao Special Administrative Region of the People’s Republic of China and Taiwan
“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)
“Company Law”
the Company Law of the People’s Republic of China
“Director(s)”
the director(s) of the Company
“Group”
the Company and its subsidiaries from time to time
“H Shareholder(s)”
holder(s) of H Share(s)
“H Shares”
overseas listed foreign invested ordinary share(s) in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of the Stock Exchange
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
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DEFINITIONS
"Latest Practicable Date"
May 19, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Date"
December 27, 2024, the date on which the H Shares were listed on the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
Unlisted Share(s) and H Share(s)
"Shareholder(s)"
holder(s) of Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Supervisor(s)"
the supervisor(s) of the Company
"Supervisory Committee"
the supervisory committee of the Company
"Takeovers Code"
the Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time
"Treasury Share(s)"
has the meanings 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)
"%"
per cent
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LETTER FROM THE BOARD
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)
Executive Directors:
Dr. Liu Guoqing (Chairman of the Board)
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 and 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
May 21, 2026
To the Shareholders
Dear Sir/Madam,
(1) REPORT OF THE DIRECTORS FOR THE YEAR 2025
(2) REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2025
(3) FINANCIAL STATEMENTS FOR THE YEAR 2025
(4) 2025 ANNUAL REPORT
(5) FINAL SETTLEMENT OF ACCOUNTS FOR THE YEAR 2025
(6) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025
(7) CONFIRMATION OF THE REMUNERATION OF DIRECTORS FOR THE YEAR 2025 AND THE REMUNERATION PLAN FOR THE YEAR 2026
(8) PROPOSED ELECTION/RE-ELECTION OF EXECUTIVE DIRECTORS AND NON-EXECUTIVE DIRECTORS OF THE SECOND SESSION OF THE BOARD
(9) PROPOSED ELECTION/RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE SECOND SESSION OF THE BOARD
LETTER FROM THE BOARD
(10) PROPOSED AMENDMENTS TO THE COMPANY'S CORPORATE GOVERNANCE POLICY
(11) PROPOSED RE-APPOINTMENT OF AUDITOR
(12) PROPOSED PURCHASE OF WEALTH MANAGEMENT PRODUCTS
(13) PROPOSED FOREIGN EXCHANGE DERIVATIVE TRANSACTIONS
(14) PROPOSED ABOLITION OF THE SUPERVISORY COMMITTEE, REPEAL OF THE WORKING RULES FOR THE SUPERVISORY COMMITTEE AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(15) PROPOSED AMENDMENTS TO THE COMPANY'S WORKING RULES FOR THE GENERAL MEETING
(16) PROPOSED AMENDMENTS TO THE COMPANY'S WORKING RULES FOR THE BOARD
(17) APPLICATION FOR ESTIMATED INTEGRATED CREDIT FACILITIES FROM BANKS AND RELEVANT GUARANTEES
(18) PROPOSED PROVISION OF GUARANTEES TO THIRD-PARTY CUSTOMERS
(19) GENERAL MANDATE TO ISSUE ADDITIONAL SHARES
(20) GENERAL MANDATE TO REPURCHASE H SHARES AND NOTICE OF ANNUAL GENERAL MEETING
I. INTRODUCTION
The purpose of this circular is to provide you with the notice of the Annual General Meeting and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the Annual General Meeting.
At the Annual General Meeting, ordinary resolutions will be proposed to consider, (and if thought fit) approve:
ORDINARY RESOLUTIONS
(1) the report of the Directors for the year 2025;
(2) the report of the Supervisory Committee for the year 2025;
(3) the financial statements of the Group for the year 2025;
(4) the 2025 annual report of the Company;
(5) the final settlement of accounts of the Company for the year 2025;
(6) the profit distribution plan of the Company for the year 2025;
LETTER FROM THE BOARD
(7) confirmation of the remuneration of Directors of the Company for the year 2025 and the remuneration plan for the year 2026;
(8) proposed election/re-election of executive Directors and non-executive Directors of the second session of the Board;
(a) the re-election of Dr. Liu Guoqing as an executive Director of the second session of the Board;
(b) the re-election of Mr. Zhou Xiang as an executive Director of the second session of the Board;
(c) the re-election of Mr. Wang Qicheng as an executive Director of the second session of the Board;
(d) the re-election of Ms. Liu Yiran as a non-executive Director of the second session of the Board;
(e) the election of Mr. Zhang Jianping as a non-executive Director of the second session of the Board;
(9) proposed election/re-election of independent non-executive Directors of the second session of the Board;
(a) the re-election of Mr. Tan Kaiguo as an independent non-executive Director of the second session of the Board;
(b) the re-election of Dr. Tan Mingkui as an independent non-executive Director of the second session of the Board;
(c) the election of Ms. Su Jia Alice as an independent non-executive Director of the second session of the Board;
(10) proposed amendments to the Company’s corporate governance policy;
(a) consideration and approval of the proposed amendments to the connected transaction management system;
(b) consideration and approval of the proposed amendments to the external guarantee management system;
(c) consideration and approval of the proposed amendments to the working system for independent non-executive Directors;
(11) proposed re-appointment of auditor;
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LETTER FROM THE BOARD
(12) proposed purchase of wealth management products;
(13) proposed foreign exchange derivative transactions;
SPECIAL RESOLUTIONS
(14) proposed abolition of the Supervisory Committee, repeal of the working rules for the Supervisory Committee and amendments to the Articles of Association;
(15) proposed amendments to the Company's working rules for the general meeting;
(16) proposed amendments to the Company's working rules for the Board;
(17) the application by the Group for estimated integrated credit facilities from banks and relevant guarantees;
(18) proposed provision of guarantees to third-party customers;
(19) the grant of a general mandate to issue Shares; and
(20) the grant of a general mandate to repurchase H Shares.
II. DETAILS OF THE RESOLUTIONS
(1) Report of the Directors for the year 2025
An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the 2025 Report of the Board of Directors, the full text of which is set out in the 2025 annual report of the Company.
(2) Report of the Supervisory Committee for the year 2025
An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the report of the Supervisory Committee for the year 2025, the full text of which is set out in the 2025 annual report of the Company.
(3) Financial statements for the year 2025
An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the financial statements of the Group for the year 2025. The financial statements were prepared in compliance with the International Financial Reporting Standards and the full text of the independent auditor's report for the year 2025 is set out in the 2025 annual report of the Company.
LETTER FROM THE BOARD
(4) 2025 Annual Report
An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the 2025 annual report of the Company. The 2025 annual report of the Company is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.minieye.cc).
(5) Final settlement of accounts of the Company for the year 2025
An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the final settlement of accounts of the Company for the year 2025, the full text of which is set out in the 2025 annual report of the Company.
(6) The profit distribution plan of the Company for the year 2025
Pursuant to the Articles of Association, an ordinary resolution will be proposed at the Annual General Meeting to consider and approve the profit distribution plan of the Company for the year 2025. The Board did not recommend the payment of a final dividend to Shareholders for the year ended December 31, 2025.
(7) Confirmation of the remuneration of Directors of the Company for the year 2025 and the remuneration plan for the year 2026
An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the confirmation of the remuneration of Directors of the Company for the year 2025 and the remuneration plan for the year 2026. Details of remuneration for the year 2025 are set out in the 2025 annual report of the Company. The remuneration plan for the year 2026 is formulated according to the remuneration for the year 2025 as follows:
(1) each independent non-executive Director of the second session of the Board, namely, Mr. Tan Kaiguo, Dr. Tan Mingkui and Ms. Su Jia Alice, will receive their 2026 director's fee of RMB120,000 (inclusive of tax) from the Company;
(2) non-executive Directors of the second session of the Board not holding any position within the Company, namely Mr. Zhang Jianping and Ms. Liu Yiran, will not receive any remuneration from the Company; and
LETTER FROM THE BOARD
(3) each executive Director of the second session of the Board, namely Dr. Liu Guoqing, Mr. Yang Guang, Mr. Zhou Xiang and Mr. Wang Qicheng, will not receive any annual director’s fee in his capacity as an executive Director of the Company. Each of them will receive their remuneration from the Company in respect of the position(s) he concurrently holds within the Group. Their remuneration will be determined based on the position concurrently held in accordance with relevant internal policies systems of the Company.
(8) Proposed election/re-election of executive Directors and non-executive Directors of the second session of the Board
As the term of the first session of the Board has expired, the term of office of the first session of the Board shall be extended until the date on which the new session of the Board is elected at the Annual General Meeting. The Board proposes that the second session of the Board shall consist of 9 Directors, comprising 4 executive Directors (including one employee Director), 2 non-executive Directors and 3 independent non-executive Directors.
The Board proposes to nominate (i) Dr. Liu Guoqing, Mr. Zhou Xiang and Mr. Wang Qicheng for re-election as candidates for executive Directors of the second session of the Board; (ii) Ms. Liu Yiran and Mr. Zhang Jianping for re-election/election as candidates for non-executive Directors of the second session of the Board. The above re-election/election will be proposed to the Shareholders for consideration and approval at the Annual General Meeting. Pursuant to relevant laws, regulations and the Articles of Association, an ordinary resolution will be proposed at the Annual General Meeting to approve the re-election and appointment of the existing executive Directors (excluding employee Directors) and non-executive Directors and the appointment of the new non-executive Director. At the same time, the employees of the Company elected Mr. Yang Guang as the employee Director of the second session of the Board and an executive Director of the second session of the Board through the employee representative meeting. The term of office for all executive Directors and non-executive Directors of the second session of the Board will be three years, effective from the date the relevant resolution is passed at the Annual General Meeting.
Among the members of the first session of the Board, due to the expiration of his term and work arrangements, Mr. Bi Lei will retire as a non-executive Director after the resolution approving the re-election/election and appointment of executive Directors and non-executive Directors is passed at the Annual General Meeting. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Mr. Bi Lei has no disagreement with the Board and there are no other matters that need to be brought to the attention of the Shareholders.
Details of the biographies of the candidates proposed for re-election/election as executive Directors and non-executive Directors at the Annual General Meeting are set out in Appendix II to this circular.
LETTER FROM THE BOARD
(9) Proposed election/re-election of independent non-executive Directors of the second session of the Board
Mr. Tan Kaiguo, Dr. Tan Mingkui and Ms. Su Jia Alice are proposed for re-election/election as candidates for independent non-executive Directors of the second session of the Board. The above re-election/election will be proposed to the Shareholders for consideration and approval at the Annual General Meeting. Pursuant to relevant laws, regulations and the Articles of Association, an ordinary resolution will be proposed at the Annual General Meeting to approve the re-election and appointment of the existing independent non-executive Directors and the appointment of the new independent non-executive Director. The term of office for all independent non-executive Directors of the second session of the Board will be three years, effective from the date the relevant resolution is passed at the Annual General Meeting.
Among the members of the first session of the Board, due to the expiration of his term and work arrangements, Dr. Xiang Yang will retire as an independent non-executive Director after the resolution approving the re-election/election and appointment of independent non-executive Directors is passed at the Annual General Meeting. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Dr. Xiang Yang has no disagreement with the Board and there are no other matters that need to be brought to the attention of the Shareholders.
Details of the biographies of the candidates proposed for re-election/election as independent non-executive Directors at the Annual General Meeting are set out in Appendix II to this circular.
(10) Proposed amendments to the Company's corporate governance policies
To fully implement the requirements of the latest laws and regulations, reflect the abolition of the Supervisory Committee, and facilitate the standardized operation of the Company, in accordance with the provisions of the Company Law and other laws, regulations, and normative documents, and in light of the Company's actual conditions, the Company intends to amend certain corporate governance policies, specifically including the following corporate governance policies:
(a) Consideration and approval of the proposed amendments to the connected transaction management system;
(b) Consideration and approval of the proposed amendments to the external guarantee management system;
(c) Consideration and approval of the proposed amendments to the working system for independent non-executive Directors;
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LETTER FROM THE BOARD
The above amendments to the corporate governance policies have been considered and approved by the Board of the Company, and it is hereby proposed to the Annual General Meeting to consider and approve the amendments to the corporate governance policies by way of an ordinary resolution.
(11) Proposed re-appointment of auditor
An ordinary resolution will be proposed at the Annual General Meeting to consider and approve the re-appointment of Rongcheng (Hong Kong) CPA Limited as auditor of the Company for the year 2026, for a term until the conclusion of the next annual general meeting of the Company, and to authorize the Board to determine remuneration.
The estimated audit fee for audit services in respect of the relevant reporting period is approximately RMB2,200,000, which was determined between the Company and Rongcheng (Hong Kong) CPA Limited having regard to, among other matters, the Company's complexity and business plans, the expected audit scope, the audit timetable, the resources required by Rongcheng (Hong Kong) CPA Limited, and the outcome of negotiations between the parties.
(12) Proposed purchase of wealth management products
In line with the Company's development strategy and fund management requirements, the Company intends to set an entrusted wealth management limit of RMB1.5 billion for the year to optimize fund utilization efficiency, to boost fund operating yields, and to better serve the Company's development and Shareholders' interests. The specific plan is as follows:
- Investment Purpose: To utilize idle funds reasonably and improve fund utilization efficiency, the Company will utilize idle self-owned funds to invest in low-risk structured deposits and wealth management products, without affecting the normal operations of the Company, and on the condition of effectively controlling investment risks.
- Entrusted Parties: The Company will entrust reputable financial institutions and professional wealth management institutions including Bank of China, Industrial Bank, Hua Xia Bank, and Bank of Hangzhou, to conduct wealth management operations, so as to ensure fund security and sound investment returns.
-
Investment Types: The Company will purchase low-risk structured deposits and wealth management products. The risk grading assessment may appropriately refer to the wealth management risk ratings of bank wealth management products, excluding equity investments and other high-risk investments.
-
10 -
LETTER FROM THE BOARD
- Investment Term: The Company will purchase wealth management products using a combination of different terms based on the plan of its fund. The investment term of any single wealth management product shall not exceed twelve months.
For the avoidance of doubt, the Company does not intend to use its unutilised net proceeds raised from its listing and global offering of its H Shares and previous placings of new H Shares for purpose of the aforesaid purchases of wealth management products. The Company will also comply with the requirements applicable to any purchase of wealth management products pursuant to the Listing Rules as and when appropriate.
This resolution has been considered and approved by the Board of the Company, and it is hereby proposed to the Annual General Meeting for consideration and approval by way of an ordinary resolution.
(13) Proposed foreign exchange derivative transactions
In order to mitigate the potential adverse impacts of significant foreign exchange rate fluctuations on the operating results of the Company and enhance the efficiency of foreign exchange fund utilization, the Company and its subsidiaries propose to purchase foreign exchange derivatives in RMB or equivalent foreign currencies, including but not limited to foreign exchange forwards, foreign exchange options, foreign exchange swaps, and forward exchange contracts, in accordance with the applicable laws and regulations. The total amount of the foreign exchange derivatives (including the transaction amount of products purchased with proceeds from such transactions) shall not exceed RMB1 billion or its equivalent in foreign currency at any point of time. The counterparties to the foreign exchange derivative transactions conducted by the Company and its subsidiaries shall be independent third parties and financial institutions with the requisite qualifications for foreign exchange derivative transactions business, prudent operations, and sound credit ratings. The aforementioned approved quota may be used on a rolling basis within its validity period. The approval and authorization shall be valid from the date of the approval at the Annual General Meeting to the date of convening the 2027 annual general meeting of the Company.
The proposed foreign exchange derivative transactions are subject to consideration and approval by the Shareholders by way of an ordinary resolution at the Annual General Meeting, for the purpose of considering and approving the proposal to engage in foreign exchange derivative transactions, and authorizing the Chairman of the Board or the person(s) authorized by the Chairman of the Board to sign, execute and deliver all agreements, documents, correspondence and instructions related to the purchase of foreign exchange derivatives, open accounts on behalf of the Company (if required), and/or take any other related actions within the authorized scope.
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LETTER FROM THE BOARD
The Company will exercise internal control and risk management measures over its proposed financial derivative transactions, including (without limitation) to analyze transaction risk and formulate corresponding measures. However, the financial market is significantly influenced by macroeconomic factors and other factors beyond the Group's control. It is not ruled out that the proposed transaction may be affected by factors, such as market risks, exchange rate risks, interest rate risks, force majeure events and other factors, leading to fluctuations in returns or financial impact to the Group.
The Company proposes to conduct the foreign exchange derivative transactions for purposes of hedging and preventing exchange rate risks and reducing risk exposures, which is expected to enhance the Group's ability to manage the risks of foreign exchange fluctuations and improve the Group's financial soundness. Conducting foreign exchange derivative transactions is in line with the actual needs of the Group's operation and shall with the relevant laws and regulations and the Articles of Association. The Company believes that the proposed foreign exchange derivative transactions are in the interest of the Company and its Shareholders as a whole.
(14) Proposed abolition of the Supervisory Committee, repeal of the working rules for the Supervisory Committee and amendments to the Articles of Association
Pursuant to the relevant provisions of the Company Law, the Arrangements on the Transitional Period for the Implementation of Supporting Systems and Rules under the New Company Law (《關於新<公司法>配套制度規則實施相關過渡期安排》), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》) and other laws and regulations, and in light of the Company's actual conditions, the Company has decided not to maintain a Supervisory Committee, and the Audit Committee under the Board shall exercise the powers and functions of the Supervisory Committee as stipulated in the Company Law. The systems related to the Supervisory Committee of the Company, such as the Working Rules for the Supervisory Committee, shall be repealed simultaneously, and relevant clauses regarding the Supervisory Committee in related rules and regulations shall be amended accordingly.
The supervisors of the first session of the Supervisory Committee of the Company shall be discharged from their duties as of the date on which the Annual General Meeting approves the abolition of the Supervisory Committee and the amendments to the Articles of Association and its attachment. Prior to the approval of the resolution on the abolition of the Supervisory Committee and amendments to the Articles of Association by the Annual General Meeting, the first session of the Supervisory Committee and its supervisors of the Company shall continue to strictly perform their supervisory functions diligently and responsibly in accordance with the requirements of the Company Law and other relevant laws, regulations, and normative documents, as well as the Articles of Association, so as to safeguard the legitimate interests of the Company and all its Shareholders.
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LETTER FROM THE BOARD
In addition, the Company completed the placing on December 2, 2025. Upon completion of the placing, the registered capital of the Company was changed to RMB420,759,200, and the number of shares was changed to 420,759,200 shares. In accordance with the Company Law and the relevant rules of the Stock Exchange, the Company proposes to simultaneously amend the clauses relating to external guarantees in the Articles of Association, and to amend the External Guarantee Management System accordingly.
In light of the aforementioned reasons, the Company proposes to amend certain clauses of the Articles of Association (the "Amendments to the Articles of Association"). The Amendments to the Articles of Association mainly include granting the functions and powers related to the Supervisory Committee to the Audit Committee under the Board, deleting the expressions related to supervisors, revising the clauses on external guarantees, and amending the total registered capital and total number of shares of the Company. At the same time, the Articles of Association will be updated accordingly in line with the latest regulatory requirements of the Company Law and other relevant laws and regulations. For details of the Amendments to the Articles of Association, please refer to Appendix III to this circular.
The above matters have been considered and approved by the Board of the Company, and it is hereby proposed to the Annual General Meeting for consideration and approval by way of a special resolution.
(15) Proposed amendments to the Company's working rules for the general meeting
To fully implement the requirements of the latest laws and regulations, reflect the abolition of the Supervisory Committee, and facilitate the standardized operation of the Company, in accordance with the provisions of the Company Law and other laws, regulations, and normative documents, and in light of the Company's actual conditions, the Company intends to amend the working rules for the general meeting of the Company.
The amendments to the working rules for the general meeting of the Company have been considered and approved by the Board of the Company, and it is hereby proposed to the Annual General Meeting to consider and approve the amendments to the working rules for the general meeting of the Company by way of a special resolution.
(16) Proposed amendments to the Company's working rules for the Board
To fully implement the requirements of the latest laws and regulations, reflect the abolition of the Supervisory Committee, and facilitate the standardized operation of the Company, in accordance with the provisions of the Company Law and other laws, regulations, and normative documents, and in light of the Company's actual conditions, the Company intends to amend the working rules for the Board of the Company.
LETTER FROM THE BOARD
The amendments to the working rules for the Board of the Company have been considered and approved by the Board of the Company, and it is hereby proposed to the Annual General Meeting to consider and approve the amendments to the working rules for the Board of the Company by way of a special resolution.
(17) Application by the Group for estimated integrated credit facilities from banks and relevant guarantees
In order to meet the capital requirements for daily production and operation, and to reduce the overall capital costs, the Company and its subsidiaries included in the consolidated financial statements intend to apply for integrated credit facilities/guarantee facilities (collectively, the "Credit Facilities") of up to RMB1.5 billion from financial institutions such as banks and guarantee institutions. The institutions include, but are not limited to: Shanghai Innovation Bank Co., Ltd. (and its branches), SPD Silicon Valley Bank Co., Ltd. Shenzhen Branch, China Construction Bank Corporation Shenzhen Branch, China Merchants Bank Co., Ltd. Shenzhen Branch, Shanghai Pudong Development Bank Co., Ltd. Shenzhen Branch, China CITIC Bank Corporation Limited Shenzhen Branch, Bank of Hangzhou Co., Ltd. Shenzhen Branch, Agricultural Bank of China Limited Shenzhen Longgang Sub-branch, Industrial Bank Co., Ltd. Shenzhen Branch, China Zheshang Bank Co., Ltd. Shenzhen Branch, Bank of Communications Co., Ltd. Shenzhen Branch, Bank of Ningbo Co., Ltd. Shenzhen Branch, Hua Xia Bank Co., Limited Shenzhen Branch, Xiamen International Bank Co., Ltd. Zhuhai Branch, Shenzhen Hi-Tech Investment & Financing Guarantee Company (深圳市高新投融资擔保有限公司), Shenzhen Small & Medium Enterprises Financing Co., Ltd. (深圳市中小企業融资擔保有限公司), Shenzhen Small & Medium Guarantee and Microfinance Co., Ltd. (深圳市中小擔小額貸款有限公司), Shanghai Pudong Development Bank Co., Ltd. Guangzhou Branch, Industrial and Commercial Bank of China Limited Guangzhou Development Area Branch, China Guangfa Bank Co., Ltd. Guangzhou Branch Yuexiu South Sub-branch, Bank of China Limited Guangzhou Zhujiang Sub-branch, Bank of China Limited Shenzhen Fuyong Sub-branch, Hua Xia Bank Co., Limited Guangzhou Branch, Industrial and Commercial Bank of China Limited Shenzhen Xinghe Sub-branch, as well as syndicated credit facilities organized by the aforementioned banks as lead banks.
The Shareholders agree to authorize Liu Guoqing, the Chairman of the Company, to determine the credit/loan conditions, guarantee/counter-guarantee conditions, and specific guarantee measures for the Credit Facilities, with the specific guarantee conditions being subject to the results of the actual approvals by the respective banks and guarantee institutions. The Shareholders further agree that the legal representative of the Company and its subsidiaries, or authorized representative of the legal representative, may, on behalf of the Company and its subsidiaries, sign the relevant legal documents (including but not limited to financing documents such as credit/loan agreements, guarantee agreements and relevant ancillary documents (including notices of drawdowns, notices, attachments, supplementary documents or similar documents, and supplements, amendments and restatements thereto from time to time)) with financial institutions such as banks and guarantee institutions within the scope of the aforesaid total amount of the integrated Credit
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LETTER FROM THE BOARD
Facilities, and the legal representative of the Company and its subsidiaries or authorized representative of the legal representative shall be entitled to, on behalf of the Company and its subsidiaries, affix the common seal of the Company and its subsidiaries to each of the aforesaid legal documents and open accounts as required by the legal documents or any other obligations required to be performed by the Company and its subsidiaries under the legal documents.
The application for the aforesaid integrated Credit Facilities has been legally approved in accordance with the Articles of Association, and this resolution does not violate any restrictive regulations governing the Company or the Shareholders or the general meeting. Once the Company and its subsidiaries provide this resolution to financial institutions such as banks and guarantee institutions, the financial institutions such as banks and guarantee institutions shall be entitled to rely on this resolution.
This resolution has been considered and approved by the Board of the Company, and it is hereby proposed to the Annual General Meeting for consideration and approval by way of a special resolution. This resolution shall remain valid from the date of approval by the Annual General Meeting until June 30, 2027.
(18) Proposed provision of guarantees to third-party customers
To promote the sustained and healthy development of the Company's driverless vehicle business, expand cooperation channels with downstream customers, and enhance market competitiveness, in accordance with the Company Law of the People's Republic of China, the Articles of Association, and other relevant laws, regulations, and normative documents, and in light of the actual operational needs of the Company's driverless vehicle business, the Company intends to provide guarantees for the financial credit facilities extended to downstream customers engaged in the driverless vehicle business. Details of the resolution are set out in Appendix IV to this circular.
This resolution has been considered and approved by the Board of the Company, and it is hereby proposed to the Annual General Meeting for consideration and approval by way of a special resolution.
(19) Proposed Granting of General Mandate to Issue Shares
A special resolution will be proposed at the Annual General Meeting that the Board be granted a general mandate to exercise the power of the Company to allot, issue or otherwise deal with (including any sale or transfer of Treasury Shares) new Shares or securities convertible into shares of the Company, or options, warrants or similar rights to subscribe for shares of the Company or such convertible securities of the Company not exceeding 20% of the total number of issued Shares (excluding any Treasury shares) in issue as at the date of passing the special resolution, and to authorize the Board to make amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the allotment or issue of additional shares pursuant to such mandate.
LETTER FROM THE BOARD
As at the Latest Practicable Date, the number of Shares in issue of the Company was 420,759,200 Shares, including 8,346,200 Treasury Shares. Assuming that the number of Shares remains unchanged as at the date of passing the special resolution, the Board will be allowed under the general mandate to issue a maximum of 82,482,600 Shares, subject to the passing of the special resolution approving the grant of the general mandate to the Board.
The Directors believe that it is in the best interests of the Company and the Shareholders to grant the general mandate to the Board to allot, issue or otherwise deal with (including any sale or transfer of Treasury Shares) new Shares. Whilst it is not possible to anticipate in advance any special circumstances in which the Board might think it appropriate to issue Shares, the ability to do so would give the Directors the flexibility to capture the opportunity if it so arises.
No class meeting shall be required to be convened by the Company when the Board exercises the general mandate to issue, allot and deal with additional Shares (whether Unlisted Shares or H Shares or securities convertible into such Shares, options, warrants or similar rights to subscribe for Unlisted Shares or H Shares).
The general mandate would expire on the earlier of: (a) the conclusion of the next annual general meeting following the passing of the special resolution; or (b) the date on which the authorization set out in the special resolution is revoked or amended by a special resolution in a general meeting of the Company.
(20) Grant of general mandate to the Board to repurchase H Shares
In accordance with the requirements of relevant laws, regulations, the Listing Rules and other normative documents, in order to provide flexibility to the Board in any event that it becomes desirable to repurchase H Shares, a special resolution will be proposed at the Annual General Meeting that the Board be granted a general mandate to repurchase H Shares not exceeding 10% of the total number of H Shares (excluding any Treasury Shares) in issue and having not been repurchased on the date of passing the special resolution relating to the mandate at the Annual General Meeting, and to authorize the Board to do all such deeds, acts, matters and business necessary or desirable for the purpose of or in connection with the exercise of the general mandate to repurchase H Shares. As at the Latest Practicable Date, the number of H Shares in issue of the Company was 322,836,108 Shares, and the Company had 8,346,200 Treasury Shares. If no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the
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LETTER FROM THE BOARD
Annual General Meeting, the maximum number of H Shares which can be repurchased pursuant to the general mandate will be 32,283,610 H Shares. Details of the general mandate are as set out below:
(1) Subject of the mandate
The specific scope of the mandate includes but is not limited to:
(a) granting of a conditional general mandate to the Board to repurchase H Shares in issue at the Stock Exchange in accordance with market conditions and needs of the Company, provided that the number of repurchased H Shares shall not exceed 10% of the total number of H Shares of the Company (excluding any Treasury Shares) issued and having not been repurchased on the date of passing the special resolution relating to the mandate at the Annual General Meeting;
(b) the Board be authorized to do all such deeds, acts, matters and business necessary or desirable for the purpose of or in connection with the exercise of the general mandate to repurchase H Shares, including (but not limited to) amendments to the Articles of Association, cancellation of the repurchased H Shares or the holding of repurchased H Shares as Treasury shares after such general mandate has been exercised.
(2) Conditions precedent
The repurchase is conditional upon satisfaction of each of the following conditions:
(a) the special resolution regarding the grant of the repurchase mandate having been approved at the Annual General Meeting; and
(b) the Company having obtained the approval from and/or filed with the State Administration of Foreign Exchange (SAFE) (or its successor authority) and/or any other regulatory authorities (if applicable) as may be stipulated under the PRC laws, rules and regulations.
The Board will not exercise the repurchase mandate if the abovementioned conditions are not satisfied.
LETTER FROM THE BOARD
(3) Term of the mandate
The term of the repurchase mandate shall commence from consideration and approval at the Annual General Meeting until the following dates (whichever is earlier):
(a) the conclusion of the next annual general meeting of the Company of which time it shall lapse unless, by special resolutions passed at that meeting, the authority is renewed, either conditionally or unconditionally; or
(b) the revocation or variation of the mandate under the resolution by a special resolution at any general meeting of the Company.
The resolution in relation to the general mandate to repurchase H Shares has been considered and approved by the Board on May 20, 2026, and is hereby proposed at the Annual General Meeting for consideration.
An explanatory statement containing all the information relating to the repurchase mandate is set out in Appendix I to this circular, which provides you with information reasonably required to make an informed decision as to whether voting in favor of or against the resolution regarding the grant of the repurchase mandate to the Board.
III. THE ANNUAL GENERAL MEETING
The Company will convene and hold the Annual General Meeting 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 10:00 a.m. on Friday, June 12, 2026 to consider and, where appropriate, approve the proposed matters set out in the notice of the Annual General Meeting. A notice of the Annual General Meeting is set out on pages AGM-1 to AGM-5 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 Annual General Meeting.
IV. CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the entitlement of the H Shareholders to attend and vote at the Annual General Meeting, the register of holders of H Shares will be closed from Tuesday, June 9, 2026 to Friday, June 12, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. The record date for determining the entitlement to attend and vote at the Annual General Meeting will be Friday, June 12, 2026. Holders of H Shares who intend to attend the Annual General Meeting must deliver their transfer documents together with the relevant share certificates to Tricor Investor Services Limited, the registrar of H Shares.
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LETTER FROM THE BOARD
V. PROXY ARRANGEMENT
If you intend to appoint a proxy to attend the Annual General Meeting, 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 Annual General Meeting (i.e. not later than 10:00 a.m. on Thursday, June 11, 2026) 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 Annual General Meeting or at any adjourned meeting thereof should you so wish.
VI. 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 Annual General Meeting will be voted on by poll.
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 Annual General Meeting pursuant to the Listing Rules and/or the Articles of Association.
VII. 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.
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LETTER FROM THE BOARD
VIII. RECOMMENDATION
The Board considers that each resolution to be proposed at the Annual General Meeting is 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 Annual General Meeting.
Yours faithfully,
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
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by the Listing Rules, to enable the Shareholders to make an informed decision on whether to vote for or against the grant of the repurchase mandate.
1. 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.
2. SHARE CAPITAL
As of the Latest Practicable Date, the total number of Shares issued was 420,759,200 Shares, comprising 8,346,200 Treasury Shares, 89,576,892 Unlisted Shares and 322,836,108 H Shares. Subject to the passing of the proposed resolution for the grant of the repurchase 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, the Directors would be authorized under the repurchase mandate to repurchase, during the period in which the repurchase mandate remains in force, a total of 32,283,610 H Shares, representing up to 10% of the total number of H Shares (excluding any Treasury Shares) issued as of the date on which the relevant resolution is approved at the Annual General Meeting.
3. REASONS FOR REPURCHASE OF H SHARES
The Directors believe that the granting of the repurchase mandate is in the best interests of the Company and the Shareholders. Repurchases of H Shares may, depending on the 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 when the Directors believe that such a repurchase will benefit the Company and the Shareholders.
4. FUNDING OF REPURCHASE
In repurchasing H Shares, the Company may only apply funds from its internal resources legally available for the purpose under the Articles of Association, the Listing Rules and the laws, rules and regulations applicable to the PRC, including but not limited to the surplus funds and undistributed profits of the Company.
APPENDIX I
EXPLANATORY STATEMENT
5. IMPACT ON THE WORKING CAPITAL
As at the Latest Practicable Date, the number of H Shares of the Company in issue was 322,836,108 H Shares, and the Company had 8,346,200 Treasury Shares. If the Company has not allotted and issued or repurchased H Shares on or before the date of the Annual General Meeting, the maximum number of H Shares (excluding Treasury Shares) which may be repurchased under the general mandate is 32,283,610 H Shares. In any event, the number of H Shares to be repurchased by the Company and the price and other terms on which the H Shares are repurchased will be determined by the Directors at the relevant time having regard to the relevant circumstances at that time and in the best interests of the Company. The Directors do not intend to exercise the mandate in circumstances which, in the opinion of the Directors, would have a material adverse effect on the working capital or gearing ratio of the Company.
According to the estimates based on the exercise of the repurchase mandate in full, that is, where the Company repurchases 32,283,610 H Shares, such repurchase may 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 as disclosed in the Company's latest published audited accounts contained in the annual report for the year ended December 31, 2025. However, if exercising the repurchase mandate would result in such an effect, the Company does not intend to exercise the repurchase mandate in that case.
6. STATUS OF REPURCHASED H SHARES
The Company may cancel any Shares it repurchased and/or hold them as Treasury Shares subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
APPENDIX I
EXPLANATORY STATEMENT
7. H SHARE PRICES
The highest and lowest trading prices per H Share on the Stock Exchange during each of the calendar months from the Listing Date up to and including the Latest Practicable Date were as follows:
| | Highest
(HK$) | Lowest
(HK$) |
| --- | --- | --- |
| 2025 | | |
| April | 37.000 | 25.950 |
| May | 29.350 | 23.500 |
| June | 31.450 | 22.350 |
| July | 27.600 | 23.300 |
| August | 25.660 | 22.640 |
| September | 29.680 | 22.600 |
| October | 28.100 | 22.580 |
| November | 26.620 | 14.280 |
| December | 15.880 | 9.860 |
| 2026 | | |
| January | 17.690 | 12.500 |
| February | 15.000 | 12.640 |
| March | 12.880 | 8.850 |
| April | 11.670 | 9.200 |
| May (up to the Latest Practicable Date) | 9.840 | 7.910 |
8. DIRECTORS' UNDERTAKING
The Directors will exercise the power of the Company to make repurchases pursuant to the repurchase mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.
The Company confirms that neither the explanatory statement nor the proposed share repurchase has any unusual features.
9. DISCLOSURE OF INTERESTS
None of the Directors and, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined under the Listing Rules), have any present intention to sell to the Company any of the H Shares in the Company if the repurchase mandate is approved at the Annual General Meeting.
APPENDIX I
EXPLANATORY STATEMENT
As at the Latest Practicable Date, no core connected person(s) (as defined under the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any H Shares nor has such core connected person(s) undertaken not to sell any of the H Shares held by him/her/it to the Company in the event that the repurchase mandate is granted by the Company.
10. IMPLICATION UNDER THE TAKEOVERS CODE
If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of a share buy-back, any such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (depending on the level of increase of Shareholders’ interests) could obtain or consolidate control of the Company and become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Dr. Liu Guoqing (together with his parties acting in concert (as defined under the Takeovers Code)) was interested and deemed to be interested (as applicable) in 98,797,790 Shares, representing an approximate total of 23.48% of the number of existing issued Shares. In the event that the Directors exercise the proposed general mandate to repurchase H Shares in full and assuming that there is no other change in the issued share capital of the Company between the Latest Practicable Date and the date of Share repurchase, Dr. Liu Guoqing’s (together with his parties acting in concert) interests in the Company will be increased to approximately 25.43% of the number of issued Shares. To the best knowledge and belief of the Directors, such increase in the interests in the Company would not give rise to any obligation to make a mandatory offer under the Takeovers Code.
Save as abovementioned, as at the Latest Practicable Date, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any buy-backs made pursuant to the general mandate to repurchase H Shares. Nevertheless, the Directors will not effect buy-back to such an extent which would result in the Company failing to comply with the minimum public float threshold as required under Rule 8.08 of the Listing Rules.
APPENDIX I
EXPLANATORY STATEMENT
11. REPURCHASE OF SHARES BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company has repurchased a total of 8,346,200 H Shares on the Stock Exchange and the details are set out below:
| Date of repurchase | No. of Shares repurchased (H Shares) | Highest price paid per Share (HK$) | Lowest price paid per Share (HK$) |
|---|---|---|---|
| January 7, 2026 | 1,745,400 | 14.82 | 14.61 |
| January 8, 2026 | 1,259,400 | 15.36 | 14.49 |
| January 26, 2026 | 1,616,200 | 17.50 | 17.39 |
| January 27, 2026 | 390,200 | 17.19 | 16.84 |
| February 24, 2026 | 1,333,000 | 15.00 | 14.65 |
| April 1, 2026 | 1,339,400 | 10.30 | 10.14 |
| April 2, 2026 | 662,600 | 9.99 | 9.86 |
Save as disclosed above, the Company had not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months prior to the Latest Practicable Date. As at the Latest Practicable Date, the 8,346,200 repurchased H Shares were held as Treasury Shares by the Company.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.
Executive Directors
Dr. Liu Guoqing (剑國清), aged 39, is our co-founder, chairman of the Board, executive Director, and general manager of our Company. He was appointed as a Director on December 10, 2014, and was redesignated as an executive Director on May 13, 2024. He is primarily responsible for overseeing the overall operation plan and objectives, strategy development and technical research direction, and product development, production and layout of our Group.
Dr. Liu has approximately 14 years of experience in management, technology and industry of solutions for automotive intelligence. Since starting his career in 2012, Dr. Liu has consistently worked in the field of automation. He has been holding directorship and management role in several subsidiaries of our Group, including serving as the executive director of Hubei Youjia Technology Co., Ltd. (湖北佑駕科技有限公司) since December 2017, the executive director of Nanjing Youjia Technology Co., Ltd. (南京佑駕科技有限公司) since February 2018, the executive director and general manager of Chongqing Youjia Innovation Technology Co., Ltd. (重慶佑駕創新科技有限責任公司) since March 2019, the executive director and general manager of Hangzhou Ruijian Zhixing Technology Co., Ltd. (杭州銳見智行科技有限公司) since November 2022, and the executive director and general manager of Guangzhou Youjia Innovation Technology Co., Ltd. (廣州佑駕創新科技有限公司) since May 2023. During his tenure in his current position as the general manager of our Company, he has led the research and development of several major projects for our Company. Dr. Liu has systematically mastered fundamental theoretical knowledge and specialized technical knowledge in the field of automotive intelligence solutions, possesses the ability to stay at the forefront of technological advancements, and is proficient in applying industry standards and procedures. He has achieved important outcomes in his area of expertise. Dr. Liu also has a certain level of technical research ability, capable of writing research findings or technical reports aimed at solving complex technical problems. Prior to founding our Group, Dr. Liu was a project officer at the School of Computer Engineering of the Nanyang Technological University in Singapore from July 2012 to July 2014, and served as general manager and chief engineer at Nanjing Cherui Information Technology Co., Ltd. (南京車銳信息科技有限公司) ("Nanjing Cherui") from July 2013 to November 2014. Nanjing Cherui was a start-up enterprise principally engaged in research and development, and had no substantive business operations at that time.
Dr. Liu obtained his bachelor's degree in mathematics from Huazhong University of Science and Technology (華中科技大學) in the PRC in June 2008, his bachelor's degree in management from Wuhan University (武漢大學) in the PRC in June 2008, and his doctorate degree in computer science from Nanyang Technological University in Singapore in May 2013. Dr. Liu was recognized as 30X30 Entrepreneur Leader (30X30創業領袖) by the Hurun Research Institute in September 2017, in the 30 Under 30 Asia List by Forbes in 2017, as Nanjing Leading Technological Talent (南京市高層次創業人才) by the Nanjing Talent Working Group (南京市人才工作領導小組) in December 2019, and as Shenzhen High-level Talent (深圳市高層次人才) by the Shenzhen Municipal Human Resources and Social Security Bureau (深圳市人力資源和社會
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
保障局) in September 2020. In October 2016, he was awarded the China Artificial Intelligence Technology Innovation Leader Award (中國人工智能科技創新領導者獎) from the China Center for Information Industry Development (中國電子信息產業發展研究院) under the MIIT.
Dr. Liu has been deeply involved in the research and development of automotive intelligence solutions. Dr. Liu is the leader of several Shenzhen municipal projects, including but not limited to the Shenzhen Peacock Project (深圳市孔雀項目) and the technological projects of the Shenzhen Science and Technology Innovation Commission (深圳市科技創新委員會). Dr. Liu has published several papers in the journals including AAAI Conference on Artificial Intelligence, Conference on Neural Information Processing Systems (神經信息處理系統大會) (NeurIPS). Dr. Liu is one of the primary drafters of the national standard for integrated circuit - test method for CMOS image sensors (集成電路CMOS圖像感測器測試方法) (GB/T43063-2023), which was promulgated by the SAMR and the National Standardization Administration (國家標準化管理委員會) and came into effect in January 2024.
As at the Latest Practicable Date, Dr. Liu is interested in 49,498,896 H Shares and 49,298,894 Unlisted Shares of the Company.
Dr. Liu has entered into a service contract with the Company for a term of three years commencing from April 17, 2023, and is subject to retirement by rotation and re-election at the general meeting in accordance with the Articles of Association.
For the year ended December 31, 2025, Dr. Liu received by way of remuneration and other emoluments in the aggregate amount of approximately RMB1,234,000 from the Group, which was determined with reference to his duties and responsibilities within the Group and the prevailing market conditions.
Save as disclosed above, as at the Latest Practicable Date, (1) Dr. Liu did not hold any other key positions in the Company or other principal subsidiaries of the Company in the preceding three years, and did not serve as director or supervisor in any other listed companies in the preceding three years; (2) he does not have any relationship with any Directors, supervisors, senior management, substantial Shareholders or controlling Shareholders; and (3) he does not have any other interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters concerning the appointment of Dr. Liu as an executive Director that need to be brought to the attention of the Shareholders, and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
Mr. Zhou Xiang (周翔), aged 39, is our co-founder, executive Director, and deputy general manager of our Company. He was appointed as a Director of our Company on April 11, 2016, and was redesignated as an executive Director on May 13, 2024. He is primarily responsible for overseeing the vehicle infrastructure cooperative system business and the operations and management of subsidiaries of our Group.
Mr. Zhou has approximately 13 years of experience in management and technology. He has been holding directorship and management role in several subsidiaries of our Group, including serving as the chairman of the board of directors and general manager of Jiangsu Yuanshi Technology Co., Ltd. (江蘇源駿科技有限公司) since June 2022. His expertise in computer science and engineering has provided him with a solid technical foundation. As our Company has grown and developed, Mr. Zhou has continually gained experience in vehicle infrastructure cooperative system research, allowing him to gain a deep understanding of industry development trends and technological frontiers. During daily management, Mr. Zhou has shown excellent management and innovation awareness. As the primary responsible person of our Company's vehicle infrastructure cooperative system business, he has successfully led several important research and development projects, bringing significant economic benefits to our Company. Prior to founding our group, Mr. Zhou served as a software engineer at R&D center of Trend Micro Technology (China) Co., Ltd. Nanjing Branch (趨勢科技(中國)有限公司南京分公司) from July 2011 to May 2013, and as a deputy general manager and engineer at Nanjing Cherui from July 2013 to November 2014. Since October 2024, Mr. Zhou has served as the deputy secretary-general of the automotive working committee of the China Highway & Transportation Society (中國公路協會自動駕駛工作委員會). Mr. Zhou participated in the drafting of the group standard, namely the Framework for the Construction of Smart Highways in Ordinary Countries and Provinces (普通國省幹線智慧公路建設框架), which was issued by the China ITS Industry Alliance (中國智能交通產業聯盟) and took effect in March 2022.
Mr. Zhou obtained his master's degree in computer software and theory from the Southeast University (東南大學) in the PRC in March 2011.
As at the Latest Practicable Date, Mr. Zhou is interested in 38,944,356 H Shares and 38,744,354 Unlisted Shares of the Company.
Mr. Zhou has entered into a service contract with the Company for a term of three years commencing from April 17, 2023, and is subject to retirement by rotation and re-election at the general meeting in accordance with the Articles of Association.
For the year ended December 31, 2025, Mr. Zhou received by way of remuneration and other emoluments in the aggregate amount of approximately RMB558,000 from the Group, which was determined with reference to his duties and responsibilities within the Group and the prevailing market conditions.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
Save as disclosed above, as at the Latest Practicable Date, (1) Mr. Zhou did not hold any other key positions in the Company or other principal subsidiaries of the Company in the preceding three years, and did not serve as director or supervisor in any other listed companies in the preceding three years; (2) he does not have any relationship with any Directors, supervisors, senior management, substantial Shareholders or controlling Shareholders; and (3) he does not have any other interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters concerning the appointment of Mr. Zhou as an executive Director that need to be brought to the attention of the Shareholders, and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
Mr. Wang Qicheng (王啟程), aged 42, is our co-founder, executive Director, and deputy general manager of our Company. He was appointed as a Director on January 8, 2019, and was redesignated as an executive Director on May 13, 2024. He is primarily responsible for overseeing the strategic planning and overseas business development of our Group.
Mr. Wang has over 12 years of experience in management, technology and industry of solutions for automotive intelligence. He has been holding directorship and management role in our subsidiaries, including serving as the executive director of Shanghai Youxing Automotive Electronics Co., Ltd. (上海佑行汽車電子有限公司), since September 2020 and a director of Minsight SG since November 2023. As the head of our overseas business, Mr. Wang integrates automotive intelligence technologies into the strategic planning for international business expansion, promoting our Company's international cooperation and project implementation in the field of automotive intelligence solutions. He excels at collaborating with leading international intelligent driving enterprises, introducing advanced technologies and solutions, and securing a competitive edge for our Company in the global market. In addition, Mr. Wang's expertise and experience enable him to deeply understand industry development trends and technological innovations. By participating in the implementation and management of multiple automotive intelligence projects, he has accumulated a wealth of practical experience and mastered the core principles and application scenarios of automotive intelligence technologies. Prior to founding our group, Mr. Wang previously served at Beijing Guoxin Communication Systems Co., Ltd. (北京國信通訊系統有限公司) from July 2007 to June 2008, and as a deputy general manager and engineer at Nanjing Cherui from July 2013 to November 2014. As of the Latest Practicable Date, Mr. Wang owned 125 patents in the field of automotive intelligence solutions. Mr. Wang obtained his bachelor's degree in electronic engineering from Tsinghua University (清華大學) in the PRC in July 2007.
As at the Latest Practicable Date, Mr. Wang is interested in 38,944,356 H Shares and 38,744,354 Unlisted Shares of the Company.
Mr. Wang has entered into a service contract with the Company for a term of three years commencing from April 17, 2023, and is subject to retirement by rotation and re-election at the general meeting in accordance with the Articles of Association.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
For the year ended December 31, 2025, Mr. Wang received by way of remuneration and other emoluments in the aggregate amount of approximately RMB260 from the Group, which was determined with reference to his duties and responsibilities within the Group and the prevailing market conditions.
Save as disclosed above, as at the Latest Practicable Date, (1) Mr. Wang did not hold any other key positions in the Company or other principal subsidiaries of the Company in the preceding three years, and did not serve as director or supervisor in any other listed companies in the preceding three years; (2) he does not have any relationship with any Directors, supervisors, senior management, substantial Shareholders or controlling Shareholders; and (3) he does not have any other interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters concerning the appointment of Mr. Wang as an executive Director that need to be brought to the attention of the Shareholders, and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
Non-Executive Directors
Ms. Liu Yiran (劉怡然), aged 37, was appointed as a Director on December 27, 2021, and was redesignated as a non-executive Director on May 13, 2024.
Ms. Liu is a Director nominated by Guokai Zhizao Transformation and Upgrading Fund (Limited Partnership) (國開製造業轉型升級基金(有限合夥)) (“Guokai Zhizao”), a substantial Shareholder holding over 5% of the share capital of the Company. Guokai Zhizao is a national-level fund principally engaged in the equity investment in industries including the new information technology and electrical equipment. Ms. Liu previously served at Ernst & Young Hua Ming LLP (安永華明會計師事務所(特殊普通合夥)) and CITIC Trust Co., Ltd. (中信信託有限責任公司). Since 2017, Ms. Liu has served as an investment manager and a senior investment manager at China Development Bank Capital Co., Ltd. (國開金融有限責任公司). Since 2019, she has also acted as a senior investment manager at the Guokai Zhizao, overseeing the overall investment in the automotive industry. Ms. Liu has extensive investment experience in the technology industry, enabling her to provide effective advice on the strategic direction of the Company.
Ms. Liu obtained her bachelor’s degree in accounting from the University of Sydney in Australia in June 2012.
Ms. Liu has entered into an appointment letter with the Company for a term of three years. She received no director’s remuneration in 2025.
Save as disclosed above, as at the Latest Practicable Date, (1) Ms. Liu did not hold any positions in the Company or other subsidiaries of the Company in the preceding three years, and did not serve as director or supervisor in any other listed companies in the preceding three years; (2) she does not have any relationship with any Directors, supervisors, senior
APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
management, substantial Shareholders or controlling Shareholders; and (3) she does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters concerning the appointment of Ms. Liu as a non-executive Director that need to be brought to the attention of the Shareholders, and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
Mr. Zhang Jianping (張建平), aged 46, is a candidate for non-executive Director of the second session of the Board of the Company.
Mr. Zhang has been with NavInfo Co., Ltd. since July 2004, holding senior management positions for an extended period. He currently serves as deputy general manager and general manager of the Southern Region of NavInfo Co., Ltd., general manager of Beijing Century Gaotong Technology Co., Ltd. (北京世紀高通科技股份有限公司), and general manager of Beijing Zhongjiaoyuke Technology Co., Ltd. (北京中交宇科科技股份有限公司). Mr. Zhang also holds several important industry positions, including member of the Surveying and Mapping Subcommittee of the National Technical Committee on Geographic Information of the Standardization Administration of China (中國國家標準委員會地理資訊標準化委員會測繪分技術委員會), chairman of the High-Definition Map Working Committee of the China Geographic Information Industry Association (中國地理資訊產業協會高精地圖工委會), vice chairman of the Global Geographic Information Working Committee of the China Geographic Information Industry Association (中國地理資訊產業協會全球地理資訊工委會), vice chairman of the Digital Twin Subcommittee of the China Institute of Communications (中國通信學會數位學生分委會), and member of the Automotive Intelligent Shared Mobility Working Committee of the China Society of Automotive Engineers (中國汽車工程學會汽車智慧共用出行工委會). He possesses extensive experience and influence in industry standard-setting, technological direction leadership, and industrial resource integration.
Mr. Zhang studied at Wuhan University from September 2000 to June 2004, obtaining a bachelor's degree in Cartography and Geographic Information Systems. From September 2008 to June 2010, he obtained a Master of Engineering degree in Surveying and Mapping Engineering from Wuhan University. From September 2023 to June 2025, he completed the EMBA program at the Guanghua School of Management, Peking University. From September 2025 to present, he has been studying for an Executive Engineering Doctorate at the State Key Laboratory of Information Engineering in Surveying, Mapping and Remote Sensing, Wuhan University.
Save as disclosed above, as at the Latest Practicable Date, (1) Mr. Zhang did not hold any positions in the Company or other subsidiaries of the Company in the preceding three years, and did not serve as director or supervisor in any other listed companies in the preceding three years; (2) he does not have any relationship with any Directors, supervisors, senior management, substantial Shareholders or controlling Shareholders; and (3) he does not have any interests in the Shares within the meaning of Part XV of the SFO.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
Save as disclosed above, there are no other matters concerning the appointment of Mr. Zhang that need to be brought to the attention of the Shareholders, and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
Independent Non-Executive Directors
Mr. Tan Kaiguo (譚開國), aged 52, was appointed as an independent non-executive Director of our Company on April 17, 2023.
Mr. Tan has approximately 30 years of experience in auditing and financial management. Mr. Tan has served as the director of the investment and financing centre of Zhejiang Luyuan Electric Vehicle Co., Ltd. (浙江綠源電動車有限公司) since January 2026. He has served as an independent director of TATA Health International Holdings Limited (a company listed on the Hong Kong Stock Exchange (stock code: 1255)) since September 2025. Mr. Tan has served as the deputy general manager and financial manager of Ningbo Future Houseware Co., Ltd. (寧波前程家居股份有限公司) (a company listed on the National Equities Exchange and Quotations (stock code: 834282)) from May 2023 to December 2025. He previously worked in BDO China SHU LUN PAN Certified Public Accountants LLP (立信會計師事務所(特殊普通合夥)) from June 2000 to June 2001, served as a project manager at the investment banking department at Shenyin & Wanguo Securities Co., Ltd. (申銀萬國證券股份有限公司) (one of the predecessors of Shenwan Hongyuan Group Co., Ltd. (申萬宏源集團股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000166) and the Stock Exchange (stock code: 6806)) from June 2001 to January 2003, worked in Deloitte Touche Tohmatsu Certified Public Accountants LLP (德勤華永會計師事務所(特殊普通合夥)) from January 2003 to August 2007, served as the financial director at Goldbond Group Holdings Limited (金榜集團控股有限公司) from September 2007 to December 2012, served as the chief financial officer at Zhongjing Industrial (Group) Co., Ltd. (中靜實業(集團)有限公司) from January 2013 to April 2021, worked in Jiangsu Asia Electronics Technology Co., Ltd. (江蘇亞電科技有限公司) from May 2021 to April 2022, and served as the deputy general manager and chief financial officer at Shandong Golddafeng Machinery Co., Ltd. (山東金大豐機械有限公司) from May 2022 to April 2023.
Mr. Tan obtained his bachelor's degree in auditing from the East China University of Technology (華東工業大學) (one of the predecessors of the University of Shanghai for Science and Technology (上海理工大學)) in the PRC in July 1996, and Master of Business Administration (MBA) from China Europe International Business School (中歐國際工商學院) in the PRC in August 2014. Mr. Tan was qualified as a certified public accountant (non-practicing) by the Shanghai Institute of Certified Public Accountants (上海市註冊會計師協會) in December 2009.
Mr. Tan has entered into an appointment letter with the Company for a term of three years. He received director's fee in the amount of RMB100,000 in 2025. The remuneration was determined by the Board with reference to his duties and responsibilities with the Company and prevailing market conditions.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
Save as disclosed above, as at the Latest Practicable Date, (1) Mr. Tan did not hold any positions in the Company or other subsidiaries of the Company in the preceding three years, and did not serve as director or supervisor in any other listed companies in the preceding three years; (2) he does not have any relationship with any Directors, supervisors, senior management, substantial Shareholders or controlling Shareholders; and (3) he does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters concerning the appointment of Mr. Tan as an independent non-executive Director that need to be brought to the attention of the Shareholders, and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
Dr. Tan Mingkui (譚明奎), aged 42, was appointed as an independent non-executive Director of our Company on April 17, 2023.
Dr. Tan has approximately 12 years of experience in computer science. Dr. Tan served as a senior research associate on computer vision in the School of Computer Science at the University of Adelaide in Australia from June 2014 to August 2016 and has served as a professor and director of the computing center in the School of Software Engineering at South China University of Technology (華南理工大學) since September 2016.
Dr. Tan obtained his bachelor's degree in environmental science and engineering from Hunan University (湖南大學) in the PRC in June 2006, his master's degree in control science and engineering from Hunan University (湖南大學) in the PRC in June 2009, and his Ph.D. degree in computer science from Nanyang Technological University in Singapore in October 2014.
Dr. Tan has entered into an appointment letter with the Company for a term of three years. He received director's fee in the amount of RMB100,000 in 2025. The remuneration was determined by the Board with reference to his duties and responsibilities with the Company and prevailing market conditions.
Save as disclosed above, as at the Latest Practicable Date, (1) Dr. Tan did not hold any positions in the Company or other subsidiaries of the Company in the preceding three years, and did not serve as director or supervisor in any other listed companies in the preceding three years; (2) he does not have any relationship with any Directors, supervisors, senior management, substantial Shareholders or controlling Shareholders; and (3) he does not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters concerning the appointment of Dr. Tan as an independent non-executive Director that need to be brought to the attention of the Shareholders, and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
Ms. Su Jia Alice (蘇佳), aged 45, is a candidate for independent non-executive Director of the second session of the Board of the Company.
Ms. Su has approximately 20 years of experience in investment banking, private equity, management consulting and corporate finance. From August 2003 to July 2005, she worked as a corporate consultant at Bain. From July 2005 to May 2007, she worked as an investment analyst at the International Finance Corporation of the World Bank Group. From August 2009 to November 2016, she held various positions at Merrill Lynch (Asia Pacific) Limited, lastly serving as a responsible officer for Type 1, 4, 6 regulated activities under Hong Kong SFC and a director in the Global Investment Banking Division. From November 2016 to July 2017, she served as deputy general manager of Investor Relations and the Board Office at Lufax Holding Ltd (stock code: 6623), a company listed on the Hong Kong Stock Exchange. From November 2017 to August 2019, she served as a director in the Investment Banking Division at China Renaissance Holdings Limited (stock code: 1911), a company listed on the Hong Kong Stock Exchange. From December 2020 to January 2024, she served as chief financial officer at Jiangsu Huoshixing Technology Co., Ltd. (江蘇火星石科技有限公司) (formerly known as Jiangsu Niuchuang New Energy Technology Co., Ltd. (江蘇牛劍新能源科技有限公司)). Since December 2024, she has been serving as chief financial officer at PPLabs Technology Limited. Since February 2026, she has been serving as an independent non-executive director of Beijing Galbot AI Co., Ltd. (北京銀河通用機器人股份有限公司).
Ms. Su obtained a Bachelor of Science in Economics (double major in Accounting and Finance) from the Wharton School of the University of Pennsylvania and a Bachelor of Science in Electrical Engineering from the School of Engineering and Applied Science, University of Pennsylvania in 2003. She obtained a Master of Business Administration with a concentration in Finance from the Wharton School of the University of Pennsylvania in 2009. Ms. Su is also a member of EtaKappaNu, the IEEE Honor Society.
Ms. Su has confirmed (i) her independence in accordance with Rule 3.13 of the Listing Rules; (ii) that she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined in the Listing Rules) of the Company; and (iii) that there are no other factors that may affect her independence at the time of her appointment as an independent non-executive Director of the second session of the Board. The Board is also of the view that Ms. Su meets the independence guidelines set out under Rule 3.13 of the Listing Rules and is independent pursuant to the terms thereof.
Save as disclosed above, as at the Latest Practicable Date, (1) Ms. Su did not hold any positions in the Company or other subsidiaries of the Company in the preceding three years, and did not serve as director or supervisor in any other listed companies in the preceding three years; (2) she does not have any relationship with any Directors, supervisors, senior management, substantial Shareholders or controlling Shareholders; and (3) she does not have any interests in the Shares within the meaning of Part XV of the SFO.
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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED OR ELECTED
Save as disclosed above, there are no other matters concerning the appointment of Ms. Su that need to be brought to the attention of the Shareholders, and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 1. | Article 1 In order to protect the legitimate rights and interests of Minieye Technology Co., Ltd (the “Company”) and its shareholders, employees and creditors, and regulate the organization and activities of the Company, the Articles of Association are formulated under the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and other relevant requirements and with reference to the Guidelines for Articles of Association of Listed Companies (Revised in 2023). | Article 1 In order to protect the legitimate rights and interests of Minieye Technology Co., Ltd (the “Company”) and its shareholders, employees and creditors, and regulate the organization and activities of the Company, the Articles of Association are formulated under the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) and other relevant requirements and with reference to the Guidelines for Articles of Association of Listed Companies (Revised in March 2025). |
| 2. | Article 5 The registered capital of the Company is RMB406,746,400. | Article 5 The registered capital of the Company is RMB420,759,200. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 3. | Article 13 As registered in accordance with laws, the business scope of the Company includes: general business items: development of internet information technology, computer technology services and technical consultation, research, development and sale of automobile safety systems; research, development and sale of electronic products, domestic trade and import and export businesses (excluding items which are subject to approval before registration as required by laws, administrative regulations and decisions of the State Council, and restricted items may only be operated when approval is obtained); and permitted business items: production and manufacturing of automobile safety systems. | Article 13 As registered in accordance with laws, the business scope of the Company includes: general business items: development of internet information technology, computer technology services and technical consultation, research, development and sale of automobile safety systems; research, development and sale of electronic products, domestic trade, import and export businesses, sales of automobiles; sales of artificial intelligence hardware; artificial intelligence industry application system integration services; development of artificial intelligence application software; wholesale of automobile parts and retail of automobile parts (excluding items which are subject to approval before registration as required by laws, administrative regulations and decisions of the State Council, and restricted items may only be operated when approval is obtained); and permitted business items: production and manufacturing of automobile safety systems. |
| 4. | Article 20 The Company has a total of 406,746,400 shares, comprising 406,746,400 ordinary shares. | Article 20 The Company has a total of 420,759,200 shares, comprising 420,759,200 ordinary shares. |
| 5. | Article 21 The Company shall not provide gifts, loans, guarantees or other financial assistance to other persons for the acquisition of shares in the Company or its parent company, except for the implementation of the Company's employee share ownership plan. | Article 21 The Company or its subsidiaries (including its affiliated companies) shall not provide gifts, loans, guarantees or other financial assistance to other persons for the acquisition of shares in the Company or its parent company, except for the implementation of the Company's employee share ownership plan. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 6. | Article 28 For shareholders holding more than 5% of the Company's shares; Directors and senior management, if they have sold the shares of the Company or other securities with an equity nature held by them within six months after purchasing, or if they have purchased such shares or securities again within six months after selling them, the gains obtained therefrom shall be attributed to the Company and be forfeited by the Board. However, securities companies holding more than 5% of the shares due to the purchase of the remaining shares after underwriting, and other circumstances stipulated by the CSRC are excluded: The shares or other securities with an equity nature held by Directors, senior management and natural person shareholders as mentioned in the preceding paragraph shall include the shares or other securities with an equity nature held by their spouses, parents, children, and those held in the accounts of others: In the event that the Board does not comply with the provisions of the first paragraph of this Article, shareholders shall have the right to request the Board to enforce the provisions within 30 days: In the event that the Board fails to enforce the provisions within the aforementioned period, the shareholders are entitled to initiate litigation in the people's court in their own names for the benefit of the Company: In the event that the Board fails to implement the provisions set forth in the first paragraph of this Article, the responsible Director(s) shall bear joint and several liabilities under laws: | - |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 7. | Article 30 When the Company convenes a general meeting, distributes dividends, executes clearing or makes other conducts that require confirmation of equities, the Board or the convener of the general meeting shall determine the record date Shareholders included in the register of shareholders at the close of business on the record date shall be the entitled shareholders. | Article 30 When the Company convenes a general meeting, distributes dividends, executes clearing or makes other conducts that require confirmation of equities, the Board or the convener of the general meeting shall determine the record date Shareholders included in the register of shareholders at the close of business on the record date shall be the entitled shareholders. |
| 8. | Article 32 Any resolution of the general meeting or the Board that violates laws and administrative regulations shall be invalid. If the procedure of convening or the way of voting at the general meeting or Board meeting violates laws, administrative regulations or the Articles of Association, or the content of resolutions violates the Articles of Association, shareholders shall have the right to request the people's court to revoke such resolutions within 60 days since the date they were resolved, unless there is only a slight defect in the procedure of convening or the method of voting at the general meetings or Board meetings, which has no substantive impact on the resolutions. | Article 32 If any resolution of the general meeting or the Board violates laws and administrative regulations, the shareholders shall have the right to request the people's court to invalidate the resolution. If the procedure of convening or the way of voting at the general meeting or Board meeting violates laws, administrative regulations or the Articles of Association, or the content of resolutions violates the Articles of Association, shareholders shall have the right to request the people's court to revoke such resolutions within 60 days since the date they were resolved, unless there is only a slight defect in the procedure of convening or the method of voting at the general meetings or Board meetings, which has no substantive impact on the resolutions. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 9. | Article 33 Any Director or senior management shall be held liable for indemnifying against any loss caused to the Company when performing his/her duties in the Company in violation of laws, administrative regulations or the provisions of the Articles of Association. Shareholders who have held, individually or in aggregate, more than 1% of the shares of the Company for more than 180 consecutive days may request in writing the supervisory committee to bring an action in the people's court. If any supervisor is involved in any of the circumstances set forth in the preceding article, the aforesaid shareholder may request in writing the Board to bring an action in the people's court. |
If the supervisory committee or the Board refuses to bring an action after receiving a written request from the relevant shareholders as prescribed in the aforementioned paragraph, or fails to bring such action within thirty days upon receipt of such written request, or if the matter is of great urgency and the failure to bring such action immediately will cause irreparable damages to the Company, the shareholders as stipulated in the preceding paragraph shall have the right to directly bring an action in the people's court in their own name for the benefit of the Company. | Article 33 Any Director or senior management (other than members of the audit committee) caused any loss to the Company when performing his/her duties in the Company in violation of laws, administrative regulations or the provisions of the Articles of Association, shareholders who have held, individually or in aggregate, more than 1% of the shares of the Company for more than 180 consecutive days may request in writing the audit committee to bring an action in the people's court. If any member of the audit committee is involved in any of the circumstances set forth in the preceding article, the aforesaid shareholder may request in writing the Board to bring an action in the people's court.
If the audit committee or the Board refuses to bring an action after receiving a written request from the relevant shareholders as prescribed in the aforementioned paragraph, or fails to bring such action within thirty days upon receipt of such written request, or if the matter is of great urgency and the failure to bring such action immediately will cause irreparable damages to the Company, the shareholders as stipulated in the preceding paragraph shall have the right to directly bring an action in the people's court in their own name for the benefit of the Company. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| If any other person infringes on the legitimate rights and interests of the Company, causing any loss to the Company, the shareholders referred to in the first paragraph of this Article may bring an action in the people's court pursuant to the provisions of the first two paragraphs. | ||
| If the Directors, supervisors or senior management of a wholly-owned subsidiary of the Company are involved in any of the circumstances set forth in the preceding paragraph, or if any other person infringes upon the legitimate rights and interests of a wholly-owned subsidiary of the Company and causes losses, shareholders who have held, individually or in aggregate, more than 1% of the shares of the Company for more than 180 consecutive days may, in accordance with the provisions of the preceding three paragraphs, request, in writing, that the supervisory committee or the Board of the wholly-owned subsidiary brings an action in the people's court, or directly brings an action in their own names in the people's court. | If any other person infringes on the legitimate rights and interests of the Company, causing any loss to the Company, the shareholders referred to in the first paragraph of this Article may bring an action in the people's court pursuant to the provisions of the first two paragraphs. | |
| If the Directors or senior management of a wholly-owned subsidiary of the Company are involved in any of the circumstances set forth in the preceding paragraph, or if any other person infringes upon the legitimate rights and interests of a wholly-owned subsidiary of the Company and causes losses, shareholders who have held, individually or in aggregate, more than 1% of the shares of the Company for more than 180 consecutive days may, in accordance with the provisions of the preceding three paragraphs, request, in writing, that the audit committee or the Board of the wholly-owned subsidiary brings an action in the people's court, or directly brings an action in their own names in the people's court. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 10. | Article 39 The following external guarantees of the Company shall be subject to the consideration and approval by the general meeting: (I) any guarantee provided after the total amount of external guarantees of the Company and its controlling subsidiaries exceeds 50% of the latest audited net assets; (II) any guarantee provided after the total amount of external guarantees of the Company exceeds 30% of the latest audited total assets; (III) any guarantee provided by the Company within one year with an amount exceeding 30% of the latest audited total assets; (IV) any guarantee provided for a party whose ratio of liabilities to assets exceeds 70%; (V) any individual guarantee with an amount exceeding 10% of the latest audited net assets; (VI) any guarantee provided to shareholders, actual controllers and their related parties; (VII) other external guarantees subject to consideration and approval by the general meeting in accordance with laws, normative documents or securities regulatory rules of the place where the shares of the Company are listed. Upon consideration by the general meeting, the guarantees in item (III) must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting. | Article 39 The following external guarantees of the Company shall be considered and approved by the general meeting after the consideration and approval by the Board: (I) guarantee provided by the Company with a guaranteed amount exceeding 30% of the latest audited total assets of the Company within one year; (II) guarantee provided to shareholders, de facto controllers and their related parties; (III) other external guarantee matters which are required to be considered at the general meeting as required by the laws, administrative regulations, departmental rules, the securities regulatory rules of the place where the Company's shares are listed (including but not limited to the Hong Kong Listing Rules) and the Articles of Association. When considering the guarantee in clause (I) at the general meeting, it shall be approved by more than two-thirds of the voting rights held by shareholders attending the meeting. The Board shall resolve on all matters relating to external guarantees other than those approved at general meetings. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 11. | Article 46 The shareholders who individually or jointly hold more than 10% of the shares of the Company shall have the right to propose to the Board and the supervisory committee for convening of an extraordinary general meeting, and shall make such request to the Board and the supervisory committee in writing. The Board and the supervisory committee shall, pursuant to the provisions of laws, administrative regulations and the Articles of Association, make a decision on whether to convene the extraordinary general meeting or not within ten days upon receipt of the request and provide a written reply to the shareholders. |
When the Board and the supervisory committee agree to convene an extraordinary general meeting, they shall, within five days after the Board resolution and the resolution of supervisory committee are made, issue a notice calling for the meeting. Changes in the original proposal in the notice shall be subject to the approval of the relevant shareholders.
When the Board and the supervisory committee do not agree to convene an extraordinary general meeting, or do not provide feedback within ten days upon receipts of the request, shareholders who individually or collectively holding more than 10% of the Company’s shares for 90 consecutive days, shall have the right to convene and preside over such a meeting.
The aforesaid shall not apply where laws, administrative regulations, departmental rules and securities regulatory rules of the place where the shares of the Company are listed stipulate otherwise. | Article 46 The shareholders who individually or jointly hold more than 10% of the shares of the Company shall have the right to propose to the Board for convening of an extraordinary general meeting, and shall make such request to the Board in writing. The Board shall, pursuant to the provisions of laws, administrative regulations and the Articles of Association, make a decision on whether to convene the extraordinary general meeting or not within ten days upon receipt of the request and provide a written reply to the shareholders.
When the Board agrees to convene an extraordinary general meeting, they shall, within five days after the Board resolution is made, issue a notice calling for the meeting. Changes in the original proposal in the notice shall be subject to the approval of the relevant shareholders.
When the Board does not agree to convene an extraordinary general meeting, or does not provide feedback within ten days upon receipts of the request, shareholders who individually or collectively holding more than 10% of the Company’s shares, shall have the right to submit a proposal to the audit committee on holding an extraordinary general meeting and such request shall be made to the audit committee in writing.
Where the audit committee agrees to hold an extraordinary general meeting, it shall issue a notice of the general meeting within five days after receiving the request. Any changes to the original proposal in the notice shall be approved by the relevant shareholders. |
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APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 12. | Article 47 Where the supervisory committee or shareholders decide(s) to convene and hold the extraordinary general meeting by itself/themselves pursuant to the provisions of this section, it/they shall send out a written notice to the Board. The shareholding of the convening shareholders shall not be lower than 10% prior to the announcement of the resolutions of the general meeting. |
For general meetings convened by the supervisory committee or shareholders by itself/themselves, the Board and the secretary to the Board shall cooperate. The Board shall provide the register of shareholders on the record date.
If the supervisory committee or shareholders convene(s) a general meeting by itself/themselves, the Company shall bear the necessary expenses of the meeting.
The aforesaid shall not apply where laws, administrative regulations, departmental rules and securities regulatory rules of the place where the shares of the Company are listed stipulate otherwise. | Article 47 Where the audit committee or shareholders decide(s) to convene and hold the extraordinary general meeting by itself/themselves pursuant to the provisions of this section, it/they shall send out a written notice to the Board and file with the stock exchange where the Company's shares are listed. The shareholding of the convening shareholders shall not be lower than 10% prior to the announcement of the resolutions of the general meeting.
For general meetings convened by the audit committee or shareholders by itself/themselves, the Board and the secretary to the Board shall cooperate. The Board shall provide the register of shareholders on the record date.
If the audit committee or shareholders convene(s) a general meeting by itself/themselves, the Company shall bear the necessary expenses of the meeting.
The aforesaid shall not apply where laws, administrative regulations, departmental rules and securities regulatory rules of the place where the shares of the Company are listed stipulate otherwise. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 13. | Article 49 When the Company convenes the general meeting, the Board, supervisory committee and shareholders holding more than 1% of the shares of the Company separately or jointly are entitled to submit proposals to the Company. | |
| The shareholders holding more than 1% of the shares of the Company separately or jointly may raise a temporary proposal and submit it to the convener in writing ten days before the general meeting is held. The temporary proposal shall have definite subjects and specific matters to be resolved. | ||
| The Board shall supplement the notice of general meeting in two days after receiving the proposal and publicize the content of the temporary proposal, and submit the temporary proposal to the general meeting for consideration, except where the temporary proposal is in violation of laws, administrative regulations or the Articles of Association, or does not fall into the terms of reference of the general meeting. The Company shall not increase the shareholding of shareholders who submit the temporary proposal. | ||
| Save as specified above, the convener shall neither revise the proposals set out in the notice of general meeting nor add new proposals after issuing the notice of general meeting. | ||
| The general meeting shall not vote or pass resolutions on proposals not listed in the notice of the general meeting or not in conformity with Article 48 of the Articles of Association. | Article 49 When the Company convenes the general meeting, the Board, audit committee and shareholders holding more than 1% of the shares of the Company separately or jointly are entitled to submit proposals to the Company. | |
| The shareholders holding more than 1% of the shares of the Company separately or jointly may raise a temporary proposal and submit it to the convener in writing ten days before the general meeting is held. The temporary proposal shall have definite subjects and specific matters to be resolved. | ||
| The convener shall supplement the notice of general meeting in two days after receiving the proposal and publicize the content of the temporary proposal, and submit the temporary proposal to the general meeting for consideration, except where the temporary proposal is in violation of laws, administrative regulations or the Articles of Association, or does not fall into the terms of reference of the general meeting. The Company shall not increase the shareholding of shareholders who submit the temporary proposal. | ||
| Save as specified above, the convener shall neither revise the proposals set out in the notice of general meeting nor add new proposals after issuing the notice of general meeting. | ||
| The general meeting shall not vote or pass resolutions on proposals not listed in the notice of the general meeting or not in conformity with Article 48 of the Articles of Association. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 14. | Article 54 A shareholder who has not been notified to attend the general meeting may petition the people's court to revoke such resolution within 60 days from the date on which he/she knows or should know that the resolution is made at the general meeting; if the right of revocation is not exercised within one year from the date on which the resolution is made, the right of revocation shall be extinguished. | - |
| 15. | Article 62 When the general meeting is held, all Directors, supervisors and the secretary to the Board shall attend the meeting, and the manager and other senior management shall attend the meeting as non-voting participants. | Article 62 When the general meeting is held, all Directors and the secretary to the Board shall attend the meeting, and the general manager and other senior management shall attend the meeting as non-voting participants. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 16. | Article 63 The general meeting shall be presided over by the chairman of the Board. If the chairman of the Board is incapable of performing or does not perform his duties, the vice chairman of the Board (if the Company has two or more vice chairmen of the Board, the vice chairman of the Board jointly elected by more than half of the Directors) shall preside over the meeting. If the Company does not have vice chairman of the Board or the vice chairman of the Board is incapable of performing or does not perform his duties, a Director jointly elected by more than half of the Directors shall preside over the meeting. |
The general meeting convened by the Supervisory Committee itself shall be presided over by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee is incapable of performing or does not perform his duties, the vice chairman of the Supervisory Committee shall preside over the meeting. If the Company does not have vice chairman of the Supervisory Committee or the vice chairman of the Supervisory Committee is incapable of performing or does not perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.
A general meeting convened by the shareholders themselves shall be presided over by a representative elected by the convener.
When a general meeting is held and the presider of the meeting violates the rules of procedures for the general meeting such that the general meeting cannot proceed, with the consent of more than half of the shareholders with voting rights present at the meeting, the general meeting may elect a person to be the presider of the meeting and the meeting shall be continued. | Article 63 The general meeting shall be presided over by the chairman of the Board. If the chairman of the Board is incapable of performing or does not perform his duties, the vice chairman of the Board (if the Company has two or more vice chairmen of the Board, the vice chairman of the Board jointly elected by more than half of the Directors) shall preside over the meeting. If the Company does not have vice chairman of the Board or the vice chairman of the Board is incapable of performing or does not perform his duties, a Director jointly elected by more than half of the Directors shall preside over the meeting.
The general meeting convened by the audit committee itself shall be presided over by the convener of the audit committee. If the audit committee is incapable of performing or does not perform his duties, a member of the audit committee jointly elected by more than half of the members of the audit committee shall preside over the meeting.
A general meeting convened by the shareholders themselves shall be presided over by the convener or a representative elected by him.
When a general meeting is held and the presider of the meeting violates the rules of procedures for the general meeting such that the general meeting cannot proceed, with the consent of more than half of the shareholders with voting rights present at the meeting, the general meeting may elect a person to be the presider of the meeting and the meeting shall be continued. |
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APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 17. | Article 64 The Company shall formulate rules of procedure for the general meeting, and specify the holding and voting procedures of the general meeting, including notice, registration, consideration of proposals, voting, counting of votes, announcement of voting results, formation of resolutions of the meeting, minutes of the meeting and its signing and announcement thereof, as well as the principle of authorization of the general meeting to the Board. The content of authorization shall be clear and specific. The rules of procedure for the general meeting shall be prepared by the Board and approved by the general meeting. | Article 64 The Company shall formulate rules of procedure for the general meeting, and specify the convening, holding and voting procedures of the general meeting, including notice, registration, consideration of proposals, voting, counting of votes, announcement of voting results, formation of resolutions of the meeting, minutes of the meeting and its signing and announcement thereof, as well as the principle of authorization of the general meeting to the Board. The content of authorization shall be clear and specific. The rules of procedure for the general meeting shall be prepared by the Board and approved by the general meeting. |
| 18. | Article 65 At the annual general meeting, the Board and the Supervisory Committee shall report their work in the past year to the general meeting. | Article 65 At the annual general meeting, the Board shall report their work in the past year to the general meeting. Each independent director shall also make a report on his/her duties. |
| 19. | Article 67 The chairperson of the meeting shall, prior to voting, announce the number of shareholders and proxies attending the meeting and the total number of voting shares held by them. The number of shareholders and proxies attending the meeting and the total number of voting shares held by them shall be subject to the registration of the meeting. | Article 67 The presider of the meeting shall, prior to voting, announce the number of shareholders and proxies attending the meeting and the total number of voting shares held by them. The number of shareholders and proxies attending the meeting and the total number of voting shares held by them shall be subject to the registration of the meeting. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 20. | Article 82 Before the general meeting votes on resolutions, the presider of the meeting shall nominate two shareholder representatives to participate in vote counting and scrutinizing. When any shareholder is related to any matter under consideration, the said shareholder and proxy thereof shall not participate in vote counting or scrutinizing. | |
| At the time of deciding on a proposal by voting at a general meeting, lawyers-(if needed), shareholders' representatives and supervisors' representatives shall count and scrutinize the votes jointly and announce the voting results on the spot. The voting results in connection with the resolution shall be recorded in the meeting minutes. | ||
| Shareholders or their proxies voting via the network or other means shall have the right to check their voting results via the corresponding voting system or other means. | Article 82 Before the general meeting votes on resolutions, the presider of the meeting shall nominate two shareholder representatives to participate in vote counting and scrutinizing. When any shareholder is related to any matter under consideration, the said shareholder and proxy thereof shall not participate in vote counting or scrutinizing. | |
| At the time of deciding on a proposal by voting at a general meeting, shareholders' representatives and lawyers (if any) shall count and scrutinize the votes jointly and announce the voting results on the spot. The voting results in connection with the resolution shall be recorded in the meeting minutes. | ||
| Shareholders or their proxies voting via the network or other means shall have the right to check their voting results via the corresponding voting system or other means. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 21. | Article 83 A on-site general meeting shall not end before that held on-line or by other means (if any), and the presider of the meeting shall announce the voting status and results of each proposal and announce whether the proposal is adopted or not based on the voting results. | |
| Prior to the formal announcement of voting results, the relevant parties involved at the general meeting held on-site, on-line or by other means (if any), including the Company, the persons responsible for counting votes and scrutinizing the voting, the substantial shareholders, and internet service provider shall be obliged to keep the voting status confidential. | Article 83 A on-site general meeting shall not end before that held on-line or by other means (if any), and the presider of the meeting shall announce the voting status and results of each proposal and announce whether the proposal is adopted or not based on the voting results. | |
| Prior to the formal announcement of voting results, the relevant parties involved at the general meeting held on-site, on-line or by other means (if any), including the Company, the persons responsible for counting votes and scrutinizing the voting, the substantial shareholders, and internet service provider (if any) shall be obliged to keep the voting status confidential. |
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APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 22. | Article 93 The Directors shall abide by the laws, administrative regulations, the Articles of Association and securities regulatory rules of the place where the Company’s shares are listed. They shall have the following duty of loyalty to the Company and: |
(I) shall not expropriate the Company’s property and misappropriate the funds of the Company;
(II) shall not open any account in his/her own name or in the name of any other individual for the deposit of the Company’s funds;
(III) shall not exploit authority to bribe or accept other illegal income;
(IV) shall not accept commissions for personal gain from individuals or entities conducting business with the Company;
(V) shall not disclose the Company’s secrets without authorization;
(VI) shall not commit other acts that violate the duty of loyalty to the Company; | Article 93 The Directors shall abide by the laws, administrative regulations, the Articles of Association and securities regulatory rules of the place where the Company’s shares are listed. They shall have duty of loyalty to the Company, take measures to avoid conflicts between their own interests and the Company’s interests, and must not abuse their authority to seek improper benefits. The Directors shall have the following duty of loyalty to the Company:
(I) shall not expropriate the Company’s property and misappropriate the funds of the Company;
(II) shall not open any account in his/her own name or in the name of any other individual for the deposit of the Company’s funds;
(III) shall not exploit authority to bribe or accept other illegal income;
(IV) shall not accept commissions for personal gain from individuals or entities conducting business with the Company;
(V) shall not disclose the Company’s secrets without authorization;
(VI) shall not enter into contracts or conduct transactions with the Company directly or indirectly, without reporting to the Board or the general meeting, and without being approved by a resolution of the Board or the general meeting in accordance with the provisions of the Articles of Association; |
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APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| (VII) shall not violate the provisions of the Articles of Association by lending the Company's funds to others or providing guarantees for others with the Company's property without the consent of a general meeting or the Board; |
(VIII) shall not enter into contracts or conduct transactions with the Company in violation of the Articles of Association or without the consent of a general meeting;
(IX) shall not, without the consent of a general meeting, take advantage of their positions to seek business opportunities for themselves or others that should belong to the Company, or operate the same kind of business as that of the Company for themselves or for others;
(X) shall not make use of their connected relationship to prejudice the interests of the Company;
(XI) shall perform other duties of loyalty stipulated by the provisions of laws, administrative regulations, departmental rules and the Articles of Association.
The Directors' duty of loyalty as stipulated in this Article shall also apply to supervisors and senior management. | (VII) shall not take advantage of their positions to seek business opportunities for themselves or others that should belong to the Company, except when reported to the Board or the general meeting and approved by a resolution of the general meeting, or when the Company, according to the laws, administrative regulations, or the provisions of the Articles of Association, cannot utilize such business opportunities;
(VIII) shall not to operate for themselves or others any business similar to that of the Company, without reporting to the Board or the general meeting and obtaining approval through a resolution of the general meeting;
(IX) shall not make use of their connected relationship to prejudice the interests of the Company;
(X) shall perform other duties of loyalty stipulated by the provisions of laws, administrative regulations, departmental rules and the Articles of Association.
Any income derived by a Director from a breach of this Article shall accrue to the Company. Where any losses are caused to the Company, the violating Director shall be responsible to compensate.
Immediate family members of Directors and senior management, enterprises directly or indirectly controlled by Directors, senior management or their immediate family members, and related parties with other connected relationships with Directors and senior management, when entering into contracts or conducting transactions with the Company, are subject to the above provisions of item (VI) of the of this Article.
The Directors' duty of loyalty as stipulated in this Article shall also apply to senior management. |
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APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 23. | Article 94 Any contract entered into or transaction conducted by a Director directly or indirectly with the Company shall be reported to the Board or the general meeting on matters relating to such contract or transaction and shall be approved by a resolution of the Board or the general meeting in accordance with the provisions of the Articles of Association: The provisions of the preceding paragraph shall apply to the contracts or transactions between the Company and the close relatives of the Director, the enterprises directly or indirectly controlled by the Director or his/her close relatives, and the connected persons with whom the Director is otherwise connected: This Article shall also apply to supervisors and senior management: Article 95 No Director may take advantage of his/her position to seek any business opportunity that belongs to the Company for himself/herself or any other person except under any of the following circumstances: (1) where he/she has reported to the Board or the general meeting and has been approved by a resolution of the Board or the general meeting according to the provisions of the Articles of Association; | - |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| (II) where the Company cannot make use of the business opportunity as stipulated by the provisions of laws, administrative regulations or the Articles of Association: | ||
| This Article shall also apply to supervisors and senior management: | ||
| Article 96 Any Director fails to report to the Board or the general meeting and has not obtained an approval by resolution of the Board or the general meeting according to the provisions of the Articles of Association, he/she may not engage in any business that is similar to that of the Company for himself/herself or for any other person: | ||
| This Article shall also apply to supervisors and senior management: | ||
| Article 97 Any gain arising from the breach of the Article 93 to Article 96 of the Articles of Association by any Director, supervisor or senior management shall belong to the Company: | - |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 24. | Article 98 The Directors shall, both collectively and individually, fulfill fiduciary duties and duties of skill, care and diligence to a standard at least commensurate with the standard established by relevant laws and regulations of the place where the Company's shares are listed. Directors shall abide by the laws, administrative regulations and the Articles of Association and shall be subject to the following diligence obligations to the Company: (I) exercise the rights granted by the Company in a prudent, conscientious and diligent manner to ensure that the Company's commercial behaviors comply with the requirements of laws, administrative regulations and various national economic policies, and that the extent of the commercial activities do not exceed the business scope stipulated in the business license; (II) all shareholders shall be treated fairly; (III) keep abreast of the Company's business operation and management; (IV) a written confirmation of the Company's periodic reports shall be signed to ensure that the information disclosed by the Company is true, accurate and complete; (V) truthfully provide relevant information and materials to the Supervisory Committee, and shall not hinder the Supervisory Committee or the supervisors from exercising their powers; | Article 98 The Directors shall, both collectively and individually, fulfill fiduciary duties and duties of skill, care and diligence to a standard at least commensurate with the standard established by relevant laws and regulations of the place where the Company's shares are listed. Directors shall abide by the laws, administrative regulations and the Articles of Association and shall be subject to the following diligence obligations to the Company: (I) exercise the rights granted by the Company in a prudent, conscientious and diligent manner to ensure that the Company's commercial behaviors comply with the requirements of laws, administrative regulations and various national economic policies, and that the extent of the commercial activities do not exceed the business scope stipulated in the business license; (II) all shareholders shall be treated fairly; (III) keep abreast of the Company's business operation and management; (IV) a written confirmation of the Company's periodic reports shall be signed to ensure that the information disclosed by the Company is true, accurate and complete; (V) act honestly and in good faith and in the interests of the Company as a whole; |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| (VI) act honestly and in good faith and in the interests of the Company as a whole; |
(VII) ensure enough time and energy to participate in the affairs of the Company and make careful judgments and decisions for matters regarding the risks and yields that may possibly incurred; a Director shall attend the Board meetings personally in principle, if he/she authorizes another Director to attend the meeting on his/her behalf for any reason, such proxy shall be carefully selected; the authorized matters and his/her decision and intention shall be specific and clear where the proxy is not authorized on an absolute discretionary basis;
(VIII) pay attention to matters such as the Company’s operating conditions, report relevant issues and risks to the Board in a timely manner, and shall not claim exemption from liability on grounds of unfamiliarity with the Company’s business or ignorance of related matters;
(IX) avoid actual and potential conflict of interests and duties;
(X) other diligence obligations stipulated by the provisions of laws, administrative regulations, departmental rules, the Articles of Association, securities regulatory rules of the place where the Company’s shares are listed.
Paragraph (IV), (V) and (X) set forth in this Article shall also apply to senior management. | (VI) ensure enough time and energy to participate in the affairs of the Company and make careful judgments and decisions for matters regarding the risks and yields that may possibly incurred; a Director shall attend the Board meetings personally in principle, if he/she authorizes another Director to attend the meeting on his/her behalf for any reason, such proxy shall be carefully selected; the authorized matters and his/her decision and intention shall be specific and clear where the proxy is not authorized on an absolute discretionary basis;
(VII) pay attention to matters such as the Company’s operating conditions, report relevant issues and risks to the Board in a timely manner, and shall not claim exemption from liability on grounds of unfamiliarity with the Company’s business or ignorance of related matters;
(VIII) avoid actual and potential conflict of interests and duties;
(IX) other diligence obligations stipulated by the provisions of laws, administrative regulations, departmental rules, the Articles of Association, securities regulatory rules of the place where the Company’s shares are listed.
Paragraph (IV), (V) and (IX) set forth in this Article shall also apply to senior management. |
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APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 25. | Article 103 As for the independent Directors, relevant matters shall be carried out in accordance with laws, administrative regulations, and the relevant provisions of the CSRC and the relevant laws and regulations of the place where the Company’s shares are listed. | Article 103 Where a Director causes any damage to others during the performance of his duties for the Company, the Company shall be liable for compensation; where a Director acts with willful or material default, he shall also be liable for compensation. As for the Directors, relevant matters shall be carried out in accordance with laws, administrative regulations, and the relevant provisions of the CSRC and the relevant laws and regulations of the place where the Company’s shares are listed. |
| 26. | – | Article 108 The audit committee shall consist of 3 members, who shall be Directors not holding the position of senior management in the Company, and all of whom shall be non-executive Directors. At least one of them shall be an independent non-executive Director possessing appropriate professional qualifications or appropriate accounting or related financial management expertise as required under the Listing Rules. A majority of the members of the audit committee must be independent non-executive Directors of the Company, and the chairman must also be an independent non-executive Director. The audit committee shall exercise the functions and powers of the supervisory committee as prescribed in the Company Law. |
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APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 27. | Article 108 The Board shall obtain the approval of a majority of all members of the audit committee before making a resolution on the following matters: |
(I) to engage or remove the accounting firm that undertakes the auditing business of the Company;
(II) to appoint or dismiss the person in charge of finance;
(III) to disclose the financial and accounting reports;
(IV) other matters as required by the securities regulatory authorities under the State Council. | Article 109 The audit committee is responsible for reviewing the Company's financial information and its disclosure, supervising and evaluating internal and external audit work, as well as internal control. The Board shall obtain the approval of a majority of all members of the audit committee before making a resolution on the following matters:
(I) financial information in periodic reports and internal control evaluation reports;
(II) to engage or remove the accounting firm that undertakes the auditing business of the Company;
(III) to appoint or dismiss the person in charge of finance;
(IV) to disclose the financial and accounting reports;
(V) changes in accounting policies or accounting estimates, or corrections of material accounting errors, for reasons other than changes in accounting standards;
(VI) other matters as required by the securities regulatory authorities under the State Council. |
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APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 28. | Article 122 The Board shall prepare meeting minutes in respect of decisions on matters discussed at the meeting. The Directors and secretary to the Board attending the meeting shall sign to endorse such minutes. |
Directors shall be accountable for the Board resolutions. If a resolution of the Board violates the laws, administrative regulations, the Articles of Association, the resolutions of the general meeting or the securities regulatory rules of the place where the shares of the Company are listed, and as a result of which the Company sustains serious losses, the Directors participating in the resolutions shall be liable to compensate the Company. However, if it can be proved that a Director had stated his/her objection when voting and the same was recorded in the minutes of the meeting, such Director may be released from that liability. | Article 123 The Board shall prepare meeting minutes in respect of decisions on matters discussed at the meeting. The Directors attending the meeting shall sign to endorse such minutes.
Directors shall be accountable for the Board resolutions. If a resolution of the Board violates the laws, administrative regulations, the Articles of Association, the resolutions of the general meeting or the securities regulatory rules of the place where the shares of the Company are listed, and as a result of which the Company sustains serious losses, the Directors participating in the resolutions shall be liable to compensate the Company. However, if it can be proved that a Director had stated his/her objection when voting and the same was recorded in the minutes of the meeting, such Director may be released from that liability. |
| 29. | Article 125 The circumstances stipulated in Article 91 hereto with respect to disqualified Directors of the Company shall be applicable to senior management of the Company. | Article 126 The circumstances stipulated hereto with respect to disqualified Directors of the Company shall be applicable to senior management of the Company. The provisions of the Articles of Association regarding the duty of loyalty and diligence of Directors shall be applicable to the senior management. |
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APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 30. | Article 171 In the event of a merger of the Company, the parties to the merger shall enter into a merger agreement and prepare a balance sheet and a property inventory. The Company shall notify its creditors in accordance with the requirements of the Company Law and shall make an announcement within 30 days on a newspaper recognized by the stock exchange on which the Company's shares are listed or on the National Enterprise Credit Information Publicity System. | |
| The creditors may, within 30 days upon receipt of notice or within 45 days of the announcement in the case of failing to receive notice, require the Company to settle its debt or provide relevant guarantee. | ||
| Upon a merger, the claims and debts of the parties to the merger shall be assumed by the subsisting company or the newly established company after the merger. | Article 153 In the event of a merger of the Company, the parties to the merger shall enter into a merger agreement and prepare a balance sheet and a property inventory. The Company shall notify its creditors within ten days from the date of making the merger resolution in accordance with the requirements of the Company Law and shall make an announcement within 30 days on a newspaper recognized by the stock exchange on which the Company's shares are listed or on the National Enterprise Credit Information Publicity System. | |
| The creditors may, within 30 days upon receipt of notice or within 45 days of the announcement in the case of failing to receive notice, require the Company to settle its debt or provide relevant guarantee. | ||
| Upon a merger, the claims and debts of the parties to the merger shall be assumed by the subsisting company or the newly established company after the merger. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 31. | Article 173 If the Company needs to reduce its registered capital, a balance sheet and property list shall be prepared. | |
| The Company shall notify its creditors within 10 days from the date on which the resolution on the reduction of registered capital is passed at the general meeting and shall make an announcement within 30 days on a newspaper recognized by the stock exchange on which the Company's shares are listed or on the National Enterprise Credit Information Publicity System. The creditors may, within 30 days upon receipt of notice or within 45 days of the announcement in the case of failing to receive notice, require the Company to settle its debt or provide relevant guarantee. | ||
| The reduced registered capital of the Company may not be less than the statutory minimum. | ||
| Where the Company reduces its registered capital, the amount of capital contribution or shares held by shareholders shall be reduced in the proportion of their capital contribution or shareholding, except as otherwise provided by laws or the Articles of Association. | Article 173 If the Company reduces its registered capital, a balance sheet and property list shall be prepared. | |
| The Company shall notify its creditors within 10 days from the date on which the resolution on the reduction of registered capital is passed at the general meeting and shall make an announcement within 30 days on a newspaper recognized by the stock exchange on which the Company's shares are listed or on the National Enterprise Credit Information Publicity System. The creditors may, within 30 days upon receipt of notice or within 45 days of the announcement in the case of failing to receive notice, require the Company to settle its debt or provide relevant guarantee. | ||
| The reduced registered capital of the Company may not be less than the statutory minimum. | ||
| Where the Company reduces its registered capital, the amount of capital contribution or shares held by shareholders shall be reduced in the proportion of their capital contribution or shareholding, except as otherwise provided by laws or the Articles of Association. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 32. | Article 192 The notice of the Company may be served as follows: (I) by personal delivery; (II) by mail; (III) by announcement; (IV) by fax or email; (V) by announcement on the websites designated by the Company and the stock exchange in accordance with laws, administrative regulations and the securities regulatory rules of the place where the shares of the Company are listed; (VI) by other means agreed in advance between the Company and the recipient or approved by the recipient upon receipt of the notice; or (VII) by other means recognized by the relevant regulatory authorities of the place where the shares of the Company are listed or specified in the Articles of Association. The term “corporate communication” above shall mean any document issued or to be issued by the Company for shareholders’ reference or action, including but not limited to annual reports (including annual financial reports), interim reports (including interim financial reports), Board reports (together with balance sheets and income statements), notices of general meetings, circulars and other communication documents. | Article 174 The notice of the Company may be served as follows: (I) by personal delivery; (II) by mail; (III) by announcement; (IV) by fax or email; (V) by announcement on the websites designated by the Company and the stock exchange in accordance with laws, administrative regulations and the securities regulatory rules of the place where the shares of the Company are listed; (VI) by other means agreed in advance between the Company and the recipient or approved by the recipient upon receipt of the notice; or (VII) by other means recognized by the relevant regulatory authorities of the place where the shares of the Company are listed or specified in the Articles of Association. The term “corporate communication” above shall mean any document issued or to be issued by the Company for shareholders’ reference or action, including but not limited to annual reports (including annual financial reports), interim reports (including interim financial reports), Board reports (together with balance sheets and income statements), notices of general meetings, circulars and other communication documents. Where a notice is served by way of announcement, after the publication of such announcement, all related persons shall be deemed to have received the notice. |
APPENDIX III
COMPARISON TABLE ON THE AMENDMENTS TO
ARTICLES OF ASSOCIATION
| No. | Before Amendment | After Amendment |
|---|---|---|
| 33. | Article 204 The Articles of Association shall take effect and put into force from the date on which the H shares issued by the Company are listed on the Main Board of the Hong Kong Stock Exchange. From the effective date of the Articles of Association, the original articles of association of the Company shall be automatically invalidated. | Article 186 The Articles of Association shall take effect and put into force from the date on which they are approved by the general meeting of the Company. From the effective date of the Articles of Association, the original articles of association of the Company shall be automatically invalidated. |
In addition to the above major amendments, the following amendments have also been made to the Articles of Association:
Deleting the expressions of Supervisor and Supervisory Committee in the original Articles of Association, and deleting the chapter on the Supervisory Committee, and the power and functions of the Supervisory Committee are undertaken by the Audit Committee of the Company in accordance with the requirements of laws, regulations and normative documents such as the Company Law.
If the serial numbers of clauses change due to the addition or deletion of clauses or sequence adjustment during this amendment, the serial numbers of amended clauses will be postponed or decreased in turn, and the serial numbers of cross-referenced clauses in the Articles of Association will also be adjusted accordingly.
In view of the frequent occurrence of the above changes in this amendment, they will not be enumerated individually in the comparison table on the Amendments to the Articles of Association.
APPENDIX IV
DETAILS OF PROPOSED PROVISION OF GUARANTEES TO THIRD-PARTY CUSTOMERS
I. BASIC INFORMATION OF THE GUARANTEE PLAN
In 2026, the Company intends to provide guarantees of not exceeding RMB100 million (in words: Renminbi One Hundred Million Only) to downstream customers engaged in the driverless vehicle business. The validity period of this guarantee limit shall commence from the date of approval by the general meeting and expire on the date of convening of the general meeting to consider the same matters in 2027. During the validity period, the guarantee limit may be utilized on a rolling basis; meaning that, at any point in time during the validity period, the outstanding guarantee balance for downstream customers engaged in the driverless vehicle business shall not exceed RMB100 million (in words: Renminbi One Hundred Million Only). The guarantee business includes the following types:
- The Company or its holding subsidiaries directly provides guarantees to financial institutions for the financing of downstream customers engaged in the driverless vehicle business.
- Third-party guarantee institutions provide guarantees to financial institutions for financing downstream customers engaged in the driverless vehicle business of the Company and its holding subsidiaries, while the Company or its holding subsidiaries provides counter-guarantees to such third-party guarantee institutions.
The aforesaid external guarantees include, but are not limited to, the following circumstances:
(1) Providing guarantees for guaranteed parties with an asset-liability ratio exceeding 70%;
(2) A single guarantee amount exceeding 10% of the Company's latest audited net assets;
(3) Guarantees provided after the total external guarantee amount of the Company and its holding subsidiaries exceeds 50% of the Company's latest audited net assets;
(4) Guarantees provided after the total external guarantee amount of the Company and its holding subsidiaries exceeds 30% of the Company's latest audited total assets;
(5) Guarantees where the cumulative amount calculated on a rolling basis over 12 consecutive months exceeds 30% of the Company's latest audited total assets.
APPENDIX IV
DETAILS OF PROPOSED PROVISION OF GUARANTEES TO THIRD-PARTY CUSTOMERS
II. AUTHORIZATION MATTERS RELATING TO THE GUARANTEES
To improve the efficiency of providing guarantees by the Company and its holding subsidiaries to downstream customers engaged in the driverless vehicle business, the following authorizations are hereby proposed:
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The general manager of the Company is authorized to allocate, within the aforesaid guarantee limit, the amount of guarantees to be provided by the holding subsidiaries to downstream customers engaged in the driverless vehicle business, based on the actual operating conditions of the Company.
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The legal representative of the Company and its holding subsidiaries is authorized to execute various legal documents relating to the guarantee matters within the aforesaid allocated limit.
For specific guarantees actually incurred within the aforesaid guarantee limit and its validity period, there is no need to submit them to the Board or the general meeting for consideration on a case-by-case basis.
NOTICE OF ANNUAL 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 annual 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 10:00 a.m. on Friday, June 12, 2026 (the "Annual General Meeting") 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 May 21, 2026 (the "Circular").
ORDINARY RESOLUTIONS
- To consider and approve the report of the Directors for the year 2025;
- To consider and approve the report of the Supervisory Committee for the year 2025;
- To consider and approve the financial statements of the Group for the year 2025;
- To consider and approve the 2025 annual report of the Company;
- To consider and approve the final settlement of accounts of the Company for the year 2025;
- To consider and approve the profit distribution plan of the Company for the year 2025;
- To consider and approve the confirmation of the remuneration of Directors for the year 2025 and the remuneration plan for the year 2026;
- To consider and approve the proposed election/re-election of executive Directors and non-executive Directors of the second session of the Board;
(a) the re-election of Dr. Liu Guoqing as an executive Director of the second session of the Board;
(b) the re-election of Mr. Zhou Xiang as an executive Director of the second session of the Board;
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NOTICE OF ANNUAL GENERAL MEETING
(c) the re-election of Mr. Wang Qicheng as an executive Director of the second session of the Board;
(d) the re-election of Ms. Liu Yiran as a non-executive Director of the second session of the Board;
(e) the election of Mr. Zhang Jianping as a non-executive Director of the second session of the Board;
- To consider and approve the proposed election/re-election of independent non-executive Directors of the second session of the Board;
(a) the re-election of Mr. Tan Kaiguo as an independent non-executive Director of the second session of the Board;
(b) the re-election of Dr. Tan Mingkui as an independent non-executive Director of the second session of the Board;
(c) the election of Ms. Su Jia Alice as an independent non-executive Director of the second session of the Board;
- To consider and approve the proposed amendments to the Company's corporate governance policy;
(a) To consider and approve the proposed amendments to the connected transaction management system;
(b) To consider and approve the proposed amendments to the external guarantee management system;
(c) To consider and approve the proposed amendments to the working system for independent non-executive Directors;
- To consider and approve the proposed re-appointment of auditor;
- To consider and approve the purchase of wealth management products;
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To consider and approve the proposed foreign exchange derivative transactions and the related authorization to the Chairman of the Board.
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AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
SPECIAL RESOLUTIONS
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To consider and approve the proposed abolition of the Supervisor Committee, repeal of the working rules for the Supervisory Committee and amendments to the Articles of Association;
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To consider and approve the proposed amendments to the Company's working rules for the general meeting;
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To consider and approve the proposed amendments to the Company's working rules for the Board;
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To consider and approve the application by the Group for estimated integrated credit facilities from banks and relevant guarantees;
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To consider and approve the provision of guarantees by the Group to third-party customers;
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To grant the Board a general mandate to allot, issue or otherwise deal with new Shares not exceeding 20% of the total number of Shares in issue as at the date of passing the special resolution according to special resolution No. 19 set out in the Circular; and
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To grant the Board a general mandate to repurchase H Shares not exceeding 10% of the total number of H Shares in issue as at the date of passing the special resolution according to special resolution No. 20 set out in the Circular.
By order of the Board
Minieye Technology Co., Ltd
Dr. Liu Guoqing
Chairman of the Board, Executive Director
and General Manager
Hong Kong, May 21, 2026
Notes:
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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.
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For the purpose of determining the entitlement of the H Shareholders to attend and vote at the Annual General Meeting, the register of holders of H Shares will be closed from Tuesday, June 9, 2026 to Friday, June 12, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. The record date for determining the entitlement to attend and vote at the Annual General Meeting will be Friday, June 12, 2026.
NOTICE OF ANNUAL GENERAL MEETING
Holders of H Shares who intend to attend the Annual General Meeting must deliver their transfer documents together with the relevant share certificates to Tricor Investor Services Limited, the registrar of H Shares, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, June 8, 2026 for registration.
- Any Shareholder entitled to attend and vote at the Annual General Meeting 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 Annual General Meeting.
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 Annual General Meeting (i.e. not later than 10:00 a.m. on Thursday, June 11, 2026) 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 Annual General Meeting 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 Annual General Meeting 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 Annual General Meeting or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.
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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 Annual General Meeting 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 Annual General Meeting.
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AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
- The contact details of the above meeting are:
The Office of the Board of Minieye Technology Co., Ltd
Address: 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
Phone: 0755-86700970
Email: [email protected]
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Shareholders attending the Annual General Meeting are responsible for their own transportation and accommodation expenses.
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Reference to times and dates in this notice are to Hong Kong local times and dates.
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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