Newtrend Group Holding Co., Ltd. — Proxy Solicitation & Information Statement 2026

Jun 1, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

乙智谱

Knowledge Atlas Technology Joint Stock Company Limited

北京智譜華章科技股份有限公司

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

(Stock Code: 2513)

NOTICE OF 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2025 annual general meeting of Knowledge Atlas Technology Joint Stock Company Limited (the “Company”) will be held physically at Conference Room-Turing, 10th Floor, Building 9, Yard 1, Zhongguancun East Road, Haidian District, Beijing, PRC on Monday, June 22, 2026 at 2:00 p.m. for the purpose of considering, among others, and if thought fit, passing the following resolutions. In this notice, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Company’s circular dated June 1, 2026 (the “Circular”).

ORDINARY RESOLUTIONS

1. To consider and approve the work report of the Board of Directors for 2025.
2. To consider and approve the profit distribution plan of the Company for 2025.
3. To consider and approve the 2025 annual report of the Company.
4. To consider and approve the re-appointment of KPMG as auditor of the Company and authorise the Board and/or its authorized person(s) to determine its remuneration.
5. To grant the Board a general mandate to allot, issue or otherwise deal with new Shares (including sale or transfer of the treasury shares) not exceeding 20% of the total number of Shares (excluding the treasury shares) in issue as at the date of passing the resolution.
6. To grant the Board a general mandate to repurchase H Shares not exceeding 10% of the total number of H Shares (excluding the treasury shares) in issue as at the date of passing this resolution.
7. To consider and approve the proposed adoption of the 2026 Share Award Scheme.

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SPECIAL RESOLUTIONS

1. To consider and approve the Proposed Issue of A Shares as follows:

i. Class of new Shares to be issued: RMB ordinary Shares (A Shares) listed in the PRC.

ii. Place of listing: All A Shares will be listed on the Sci-Tech Board.

iii. Nominal value of new Shares to be issued: RMB0.10 per Share.

iv. Issue size: No less than 2% and no more than 8% of the Company’s total share capital following the completion of the Proposed Issue of A Shares (excluding any A Shares to be issued pursuant to an over-allotment option), being no less than 9,098,838 new A Shares and no more than 38,768,964 new A Shares (assuming there is no other change in the share capital of the Company from the date of passing the resolution up to and including the date of completion of the Proposed Issue of A Shares).

v. Target subscribers: Eligible strategic investors, price consultation participants and domestic natural persons, legal entities, securities investment funds and other investors who meet the relevant conditions under laws, regulations and regulatory documents and have opened trading accounts for shares on the Sci-Tech Board, excluding those whose subscriptions are prohibited by applicable laws, regulations, regulatory documents or other regulatory requirements applicable to the Company.

vi. Method of issuance: The Proposed Issue of A Shares will be conducted through a combination of off-line placement to the price consultation participants, offering by way of on-line subscription by public investors at a fixed price and offering by way of placement to strategic investors or other methods of issuance approved by the CSRC and the Shanghai Stock Exchange.

vii. Method of underwriting: The Proposed Issue of A Shares will be underwritten by the lead underwriter by way of standby commitment.

viii. Pricing methodology: The specific issue price of the Proposed Issue of A Shares shall be determined by the Board and the lead underwriter(s) through preliminary price inquiry or in accordance with other means approved by the CSRC and the Shanghai Stock Exchange.

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ix. Schedule of issuance: The Company will proceed with the Proposed Issue of A Shares within 12 months from the date of obtaining the registration document of the CSRC for the Proposed Issue of A Shares. The Company will apply for the listing and trading of the Company’s shares on the Sci-Tech Board as soon as possible after the completion of the Proposed Issue of A Shares.

x. Issuance expenses: The expenses of the Proposed Issue of A Shares are to be borne by the Company.

xi. Validity period of the resolutions: The resolutions in respect of the Proposed Issue of A Shares will be valid for a period of 12 months from the date of approval at the Annual General Meeting.

1. To consider and approve the authorization to the Board and persons authorized by it to fully handle relevant matters in connection with the Proposed Issue of A Shares and listing on the Sci-Tech Board.

i. The formulation, implementation, and adjustment of the specific plan for the Proposed Issue of A Shares and listing on the Sci-Tech Board, including but not limited to specific matters such as the decision on whether any placing is made to strategic investors or the adoption of the over-allotment option, in accordance with laws and regulations, the relevant requirements of securities regulatory authorities, and the resolutions passed by the Shareholders at the Annual General Meeting.

ii. Implementation of all procedure and affairs in connection with the Proposed Issue of A Shares, including the filing of application for the Proposed Issue of A Shares to the Shanghai Stock Exchange, the response to comments from the Shanghai Stock Exchange, and the application for listing on the Shanghai Stock Exchange after the approval of registration by the CSRC.

iii. The determination of the specific details of the Proposed Issue of A Shares and listing on the Sci-Tech Board including the schedule of issuance, issue size, method of issuance, issue price and pricing methodology, target subscribers, and method of subscription in accordance with the requirements of securities regulatory authorities and the actual circumstances of the securities market.

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iv. Making, amending, signing, approving, submitting, disclosing, executing, suspending or terminating agreements, announcements, undertakings, statements, confirmations, proposals, programs, plans, measures or other documents, including but not limited to prospectuses, sponsorship agreements, underwriting agreements, intermediary service agreements, in connection with the offering and listing.

v. Within the scope of the resolution of the shareholders’ meeting, to make adjustments to the specific arrangements of the investment projects to be funded by the proceeds, including but not limited to the adjustment of the investment schedule of the projects and the amount of proceeds allocated to each projects; to sign major contracts and other relevant documents in the course of the operation of the investment projects to be funded by the proceeds.

vi. Determining the special account for proceeds as needed before the issue and authorizing the opening of the special storage account for proceeds.

vii. After the completion of the Proposed Issue of A Shares and listing on the Sci-Tech Board, in accordance with the undertakings of each Shareholder, handling matters of registration and settlement of shareholdings at the China Securities Depository and Clearing Co., Ltd., including but not limited to the depository, registration, circulation and lock-up of Shares.

viii. According to the Proposed Issue of A Shares and listing on the Sci-Tech Board, changes of related laws, regulations and other regulatory documents, handling the amendments of the Articles and other corporate policies, capital verification, approval for changes in business registration, registration, filing and other related procedures.

ix. The amendment and submission of listing application materials as required by a change of policies or market circumstances within the effective period for the Proposed Issue of A Shares.

x. The handling of other matters considered to be necessary for the Proposed Issue of A Shares and listing on the Sci-Tech Board.

The above authorisation will be valid for a period of 12 months from the date of its adoption at the Annual General Meeting.

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1. To consider and approve the investment projects to be funded by the proceeds raised from the Proposed Issue of A Shares and feasibility. The net proceeds from the Issue (after deducting issuance expenses) be invested in the following projects (the “Projects”), having regard to project priorities, the timing of receipt of proceeds and project progress:

No.	Project Name	Total Investment Amount (RMB’000)	Proposed Investment Amount from Proceeds Raised (RMB’000)
I.	Artificial Intelligence General-purpose Foundational Large Language Models	12,000,000.00	12,000,000.00
II.	Large Model MaaS One-stop Service Platform	2,000,000.00	2,000,000.00
III.	Working capital supplement	1,000,000.00	1,000,000.00
Total		15,000,000.00	15,000,000.00

If the net proceeds actually raised cannot satisfy the funding needs for the Projects, the Company will obtain funds by using its own funds or through bank loans or other means. If the proceeds raised from the Proposed Issue of A Shares exceeds the capital requirements of the Projects, the surplus amount will be used for the Company’s main business. If, due to operational needs or market competition or other factors, any of the Projects must be funded in advance before the proceeds are in place, the Company will make such advance investment using its own funds or self-raised funds in accordance with the construction progress and funding requirements of the Projects, and will replace such pre-invested own funds or self-raised funds after the proceeds are in place. The specific arrangements for such replacement shall be separately deliberated and approved by the Company in accordance with the law after the proceeds are received.

1. To consider and approve the plan for undertaking accumulated unrecovered losses prior to the Proposed Issue of A Shares.

2. To consider and approve the share price stabilization plan within three years after the Proposed Issue of A Shares and listing on the Sci-Tech Board.

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ORDINARY RESOLUTION

1. To consider and approve the Dividend Distribution Plan of Knowledge Atlas Technology Joint Stock Company Limited within Three Years (Including The Year Of Listing) after the Initial Public Offering and Listing of RMB Ordinary Shares (A Shares) on the Sci-Tech Board.

SPECIAL RESOLUTIONS

1. To consider and approve the analysis of the impact of dilution on immediate return by the Proposed Issue of A Shares and listing on the Sci-Tech Board and recovery measures for the immediate return.

2. To consider and approve the undertakings and restraining measures relating to the Proposed Issue of A Shares and listing on the Sci-Tech Board.

3. To consider and approve the proposed amendments to the Articles:

i. amendments in respect of the change of the English name of the Company; and
ii. amendments in respect of Proposed Issue of A Shares.

1. To consider and approve the amendment and/or adoption of the following internal management policies of the Company:

i. the “Rules of Procedures of Shareholders’ General Meeting”; and
ii. the “Rules of Procedures for the Board of Directors”.

ORDINARY RESOLUTIONS

1. To consider and approve the amendment and/or adoption of the following internal management policies of the Company:

i. the “Working System for Independent Directors”;
ii. the “Measures for the Administration of Related Party Transactions”;
iii. the “Measures for the Administration of External Guarantees”;
iv. the “Measures for the Administration of Outbound Investment”;

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v. the “Management System for Standardizing Financial Transactions with Affiliates”; and
vi. the “Administration Measures for the Use of Raised Funds” and the Special Account Storage System for the Proceeds.

1. To consider and approve the proposed engagement of intermediaries for the Proposed Issue of A Shares and listing on the Sci-Tech Board.
2. To consider and approve the confirmation of the Group’s related party transactions from January 1, 2023 to March 31, 2026.
3. To consider and approve the appointment of independent non-executive director.

Details of the above resolutions proposed at the Annual General Meeting are contained in the Circular, which is available on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.zhipuai.cn).

By order of the Board
Knowledge Atlas Technology Joint Stock Company Limited
Dr. Liu Debing
Executive Director and chairman of the Board

Hong Kong, June 1, 2026

Notes:

(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.
(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
(iii) In order to be valid, a form of proxy must be delivered to the Company’s H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong together with the power of attorney or other document(s) of authorization (if any) under which it is signed (or a notarially certified copy thereof) not less than 24 hours before the time appointed for the holding of the above meeting (i.e. before 2:00 p.m. on Sunday, June 21, 2026) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.

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(iv) In order to determine the Shareholders who are eligible to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, June 16, 2026 to Monday, June 22, 2026, both days inclusive, during which period no share transfers will be registered. All share transfers documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, June 15, 2026. Shareholders whose names appear on the register of members of the Company on Monday, June 22, 2026 will be eligible to attend and vote at the Annual General Meeting.

(v) In respect of ordinary resolution numbered 6 above, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances where they consider that the repurchase would be in the best interest of the Company and its shareholders. An explanatory statement containing the information necessary to enable shareholders of the Company to make an informed decision on whether to vote for or against or abstain from voting at the resolution to approve the general mandate to repurchase shares of the Company, as required by the Listing Rules, is set out in Appendix I to the Circular.

(vi) The contact of the Company:

Address: 10/F, Building 9, Yard 1, Zhongguancun East Road, Haidian District, Beijing, PRC
Tel: 010-82158853
Contact Person: Mr. Xiao

As at the date of this notice, the Board comprises: (i) Dr. Liu Debing, Dr. Zhang Peng and Ms. Zhang Xiaohan as executive Directors; (ii) Dr. Li Juanzi, Mr. Li Jiaqing and Mr. Wang Meng as non-executive Directors; and (iii) Dr. Yang Qiang, Dr. Xie Deren and Mr. Tang Ying as independent non-executive Directors.

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