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

Jun 1, 2026

7

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)

FORM OF PROXY FOR USE AT ANNUAL GENERAL MEETING

I/We (Name) _________ (Block capitals, please)

of (Address) _________

being the holder(s) of ________ (see Note 1) shares of RMB0.10 each in the capital of Knowledge Atlas Technology Joint Stock Company Limited (the "Company") hereby appoint (Name) ________

of (Address) _________ or failing

him/her (Name) _________

of (Address) _________ or failing

him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the 2025 annual general meeting of the Company (the "Annual General Meeting") to 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., and at any adjournment thereof or on any resolution or motion which is proposed thereat. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated June 1, 2026 (the "Circular"). My/Our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

Ordinary Resolutions		For (see Note 3)	Against (see Note 3)	Abstain (see Note 3)
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 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 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.
Special Resolutions		For (see Note 3)	Against (see Note 3)	Abstain (see Note 3)
8.	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.

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| Special Resolutions | | For
(see Note 3) | Against
(see Note 3) | Abstain
(see Note 3) |
| --- | --- | --- | --- | --- |
| | 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. | | | |
| | 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. | | | |
| 9. | 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. | | | |
| 10. | To consider and approve the investment projects to be funded by the proceeds raised from the Proposed Issue of A Shares and feasibility analysis. | | | |
| 11. | To consider and approve the plan for undertaking accumulated unrecovered losses prior to the Proposed Issue of A Shares. | | | |
| 12. | 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		For (see Note 3)	Against (see Note 3)	Abstain (see Note 3)
13.	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		For (see Note 3)	Against (see Note 3)	Abstain (see Note 3)
14.	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.
15.	To consider and approve the undertakings and restraining measures relating to the Proposed Issue of A Shares and listing on the Sci-Tech Board.
16.	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.
17.	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		For (see Note 3)	Against (see Note 3)	Abstain (see Note 3)
18.	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”;
	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.
19.	To consider and approve the proposed engagement of intermediaries for the Proposed Issue of A Shares and listing on the Sci-Tech Board.
20.	To consider and approve the confirmation of the Group’s related party transactions from January 1, 2023 to March 31, 2026.
21.	To consider and approve the appointment of independent non-executive director.

The full text of the resolutions is set out in the Circular.

Dated this __ day of __ 2026

Signature(s) _____ (see Note 5)

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Notes:

1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. IF YOU WISH TO ABSTAIN FROM VOTING ON THE RESOLUTION, PLEASE TICK THE BOX MARKED “Abstain”. IN COUNTING THE VOTING RESULTS FOR A RESOLUTION, ABSTAINED VOTES WILL BE REGARDED AS VOTES WITH VOTING RIGHTS. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf.

5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, 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.

6. To be valid, this form of proxy must be completed, signed and deposited at the Company’s branch share registrar in Hong Kong, 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 holding the 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 proxy shall be deemed to be revoked.

7. A proxy need not be a shareholder of the Company.

PERSONAL INFORMATION COLLECTION STATEMENT

(i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”).

(ii) Your and your proxy’s Personal Data provided in this form will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Annual General Meeting. Your supply of your and your proxy’s Personal Data is on voluntary basis. However, the Company may not be able to process your request unless you provide us with such Personal Data.

(iii) Your and your proxy’s Personal Data may be disclosed or transferred by the Company to its branch share registrar in Hong Kong, and/or other companies or bodies for any of the stated purposes, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and retained for such period as may be necessary for our verification and record purposes.

(iv) By providing your proxy’s Personal Data in this form, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her personal data provided in this proxy form and that you have informed your proxy of the purpose for and the manner in which his/her data may be used.

(v) You/your proxy have/has the right to request access to and/or correction of your/your proxy’s Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy’s Personal Data should be in writing to the Personal Data Privacy Officer, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.