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MIXUE Group Proxy Solicitation & Information Statement 2025

Jun 9, 2025

50367_rns_2025-06-09_e341ec0c-9654-4084-9ea2-6e63817cd225.pdf

Proxy Solicitation & Information Statement

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MIXUE

SINCE 1997·ICE CREAM&TEA

MIXUE Group

蜜雪冰城股份有限公司

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

(Stock Code: 2097)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON MONDAY, JUNE 30, 2025 (Note 1)

I/We (Note 2)

of

being the registered holder(s) of (Note 3) unlisted shares/H shares (Note 4) of RMB1.00 each in the share capital of MIXUE Group (the "Company") HEREBY APPOINT THE

CHAIRMAN OF THE MEETING (Note 5) or

of

as my/our proxy(ies) to attend and act for me/us at the annual general meeting (the "AGM") of the Company to be held at 3:00 p.m. on Monday, June 30, 2025 at Meeting Room, 7/F, Building A, Mixue Group Office Building, Southeast Corner of the Intersection of Putian West Road and Dongli South Road, Zhengdong New District, Zhengzhou, Henan Province, PRC (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM and at the AGM (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below or, if no such indication is given, as my/our proxy(ies) think(s) fit.

ORDINARY RESOLUTIONS FOR (Note 6) AGAINST (Note 6) ABSTAIN (Note 6)
1. To consider and approve the report of the board of directors (the "Board") of the Company for the year ended December 31, 2024.
2. To consider and approve the report of the supervisors committee of the Company for the year ended December 31, 2024.
3. To consider and approve the audited consolidated financial statements for the year ended December 31, 2024.
4. To consider and approve the annual report of the Company for the year ended December 31, 2024.
5. To consider and approve the re-appointment of Ernst & Young as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to determine their remuneration.
6. To consider and approve the Company's directors' remuneration package for the year ending December 31, 2025.
7. To consider and approve the Company's supervisors' remuneration package for the year ending December 31, 2025.
SPECIAL RESOLUTIONS FOR (Note 6) AGAINST (Note 6) ABSTAIN (Note 6)
8. To consider and approve the proposed granting of the general mandate to the Board to issue shares and sale or transfer of treasury shares.
9. To consider and approve the proposed granting of the general mandate to the Board to repurchase H Shares.

Date: ___ 2025

Signature(s) (Note 7)

Notes:

  1. IMPORTANT: You should first review the annual report of the Company for the year 2024 and the notice of the AGM dated June 9, 2025. The annual report for the year 2024 includes the directors' report for the year 2024, the report of the supervisory committee for the year 2024 and the audited consolidated financial report of the Company for the year 2024 for review by shareholders.

  2. Please insert the full name(s) (in Chinese or English) and address(es) (as shown in the register of members) in BLOCK CAPITALS.

  3. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).

  4. Please strike out the type of shares (unlisted shares or H shares) to which this form of proxy does not relate.

  5. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent you. As regards any shareholder which is a corporation, its legal representative or any person duly authorised pursuant to a resolution of its board of directors or any other decision-making body shall attend the AGM as its representative. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  6. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN A RESOLUTION, PLEASE TICK IN THE BOX MARKED "ABSTAIN". If no direction is given, your proxy may vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

  7. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or signed by its director(s) or duly authorised executive(s) or attorney(ies). If this form of proxy is signed by an attorney of a shareholder, the power of attorney or other document authorising that attorney to sign must be notarised.

  8. In accordance with the Company's articles of association, as far as all joint shareholders of any shares are concerned, only the joint shareholder whose name appears first in the register of members shall be entitled to receive notices of the Company. In the case of joint shareholders, any one shareholder may sign the form(s) of proxy. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

  9. In order to be valid, this form of proxy together with the notarized power of attorney or other authorisation document (if any) must be deposited at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time fixed for the meeting (i.e., not later than 3:00 p.m. on Sunday, June 29, 2025 (Hong Kong time)).

  10. A shareholder or his/her/its proxy should produce proof of identity when attending the AGM.

  11. Completion, signing and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

  12. References to time and dates in this proxy form are to Hong Kong time and dates.

  13. Treasury shares, if any and registered under the name of the Company, shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt, solely from the perspective of the Listing Rules, the Company shall, upon depositing any treasury shares in the CCASS, abstain from voting at any of its general meeting(s) in relation to those shares.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.