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Nongfu Spring Co., Ltd. AGM Information 2026

Apr 17, 2026

51122_rns_2026-04-17_c213fb21-e043-4b4c-bb82-574ce914ddc5.pdf

AGM Information

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农夫山泉

NONGFU SPRING CO., LTD.

農夫山泉股份有限公司

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

(Stock Code: 9633)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

Number of shares to which this form of proxy relates(Note 1)

I/We $^{(Note2)}$

of

(address)

being the holder(s) of ________________, domestic shares (the “Domestic Shares”)/overseas listed foreign Shares (the “H Shares”) $^{(Note3)}$ of RMB0.1 each in the share capital of Nongfu Spring Co., Ltd. (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING, or ________________ (Note 4) of (address)

as my/our proxy(ies) to attend the 2025 annual general meeting of the Company to be held at the Lecture Hall of the Company, 1/F, No.181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the People's Republic of China (the "PRC") at 10:00 a.m. on Tuesday, May 19, 2026 or any adjournment thereof (the "AGM") and to vote at such meeting or at any adjournment thereof in respect of the following resolutions as hereunder indicated on behalf of me/us. If no indication is given, as my/our proxy(ies) thinks fit.

ORDINARY RESOLUTIONS(Note A) FOR(Note 5) AGAINST(Note 5)
1. To consider and if thought fit, approve the proposed amendment to the Rules of Procedures of Shareholders’ Meetings.
2. To consider and if thought fit, approve the proposed amendment to the Rules of Procedures of the Board.
3. To consider and if thought fit, approve the repeal of the Rules of Procedures of the Supervisory Committee.
4. To elect the executive Directors of the ninth session of the board of directors (the “Board”) of the Company (excluding the employee representative Director).
4.1 To elect Ms. Zhong Shanshan as an executive Director of the ninth session of the Board of the Company.
4.2 To elect Ms. Wu Limin as an executive Director of the ninth session of the Board of the Company.
4.3 To elect Mr. Xiang Xiansong as an executive Director of the ninth session of the Board of the Company.
4.4 To elect Ms. Han Linyou as an executive Director of the ninth session of the Board of the Company.
5. To elect the non-executive Directors of the ninth session of the Board of the Company.
5.1 To elect Mr. Zhong Shu Zi as a non-executive Director of the ninth session of the Board of the Company.
6. To elect the independent non-executive Directors of the ninth session of the Board of the Company.
6.1 To elect Mr. Gu Zhaoyang as an independent non-executive Director of the ninth session of the Board of the Company.
6.2 To elect Ms. Wen Ming as an independent non-executive Director of the ninth session of the Board of the Company.
6.3 To elect Mr. Wang Yingzhe as an independent non-executive Director of the ninth session of the Board of the Company.
7. To consider and if thought fit, approve the remuneration plan of the ninth session of the board of directors of the Company.
8. To consider and if thought fit, approve the proposed changes to use of proceeds from the listing and extension of utilization period.
9. To consider and if thought fit, approve the report of the Board of the Company for the year ended December 31, 2025.

ORDINARY RESOLUTIONS(Note A) FOR(Note 5) AGAINST(Note 5)
10. To consider and if thought fit, approve the report of the supervisory committee of the Company for the year ended December 31, 2025.
11. To consider and if thought fit, approve the consolidated financial statements of the Company and its subsidiaries and the report of the auditor of the Company for the year ended December 31, 2025.
12. To consider and if thought fit, approve the re-appointment of Ernst & Young Hua Ming LLP as the domestic auditor of the Company for the year ended December 31, 2026 and re-appointment of Ernst & Young as the overseas auditor of the Company for the year ended December 31, 2026 and to authorize the Board to fix their remunerations.
13. To consider and if thought fit, approve the payment of a final dividend for the year ended December 31, 2025 of RMB0.99 per share (tax inclusive).
14. To consider and if thought fit, approve the Company's application for credit lines from banks and other financial institutions and relevant authorisations to the Board.
15. To consider and if thought fit, approve the provision of guarantee in favour of wholly-owned subsidiaries of the Company.
SPECIAL RESOLUTIONS(Note A) FOR(Note 5) AGAINST(Note 5)
16. To consider and if thought fit, approve the Proposed Amendments to the Articles of Association and cancellation of the supervisory committee.
17. To consider and if thought fit, approve the proposal to grant the general mandate to issue shares to the Board to issue, allot and deal with shares of nominal value of RMB0.1 each in the share capital of the Company, with the aggregate number of Shares to be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Board not exceeding 20% of the issued share capital as at the date of passing of this resolution (excluding treasury shares).
18. To consider and if thought fit, approve the proposal to grant the general mandate to repurchase Shares to the Board to repurchase H Shares which is not more than 10% the number of all issued shares of the Company (excluding treasury shares) at the date of the passing of the relevant resolution.

Note A: Unless otherwise specified, capitalised terms used in this form of proxy shall have the same meaning as those defined in the circular of the Company dated April 17, 2026.

Dated:

Shareholder's Signature(Note 6)

Notes:

  1. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares registered in your name(s) (whether alone or jointly with others).
  2. Please insert the full name(s) and address(es) as registered in the register of members of the Company in BLOCK CAPITALS. The names of all joint registered holders should be stated.
  3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.
  4. If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out the words "THE CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.
  5. Important: If you wish to vote for any resolution, please put a tick in the box marked "FOR" or insert the number of shares held by you. If you wish to vote against any resolution, please put a tick in the box marked "AGAINST" or insert the number of shares held by you. Failure to complete any or all the boxes will entitle your proxy to cast his votes 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 of the AGM.
  6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must be either executed under its common seal or under the hand of its legal representative or attorney or other officer duly authorised.
  7. To be valid, for holders of H Shares, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the H share registrar of the Company in Hong Kong, 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 appointed for holding the AGM. For holders of Domestic Shares, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the office of the Board of the Company, at No.181 Geyazhuang, Xihu District, Hangzhou, Zhejiang, the PRC not less than 24 hours before the time appointed for holding the AGM.
  8. In the case of joint holders of shares of the Company, only holder whose name stands first in the register of members of the Company shall alone be entitled to vote at the AGM either in person or by proxy in respect of such shares.
  9. The AGM is expected to be held for less than half a day. Shareholders and their proxies who attend the meeting shall arrange for their own transportation and accommodation at their own expenses. Shareholders and proxies shall produce their identity documents when attending the AGM.