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Nuobikan Artificial Intelligence Technology (Chengdu) Co., Ltd. Proxy Solicitation & Information Statement 2026

Feb 23, 2026

50728_rns_2026-02-23_a01c7614-f572-40b1-82de-e5ddc7d555de.pdf

Proxy Solicitation & Information Statement

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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.

Nuobikan Artificial Intelligence Technology (Chengdu) Co., Ltd.

諾比侃人工智能科技(成都)股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability) (Stock Code: 2635)

NOTICE OF THE FIRST EGM IN 2026

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting in 2026 (the "EGM") of Nuobikan Artificial Intelligence Technology (Chengdu) Co., Ltd. (the "Company") will be held by way of a hybrid meeting at 10:00 a.m. on Monday, March 9, 2026 at the conference room of A9-4, Xin Gu Industrial Park, No. 338, Guo Xin 4th Road, Shuangliu District, Chengdu, Sichuan Province, PRC and through the eVoting Portal, for the purpose of considering and, if thought fit, passing the following resolutions (with or without modifications):

ORDINARY RESOLUTION

    1. "THAT: Ernst & Young be and is hereby appointed as auditor of the Company for the year 2025, with a term commencing from the date of approval at the EGM until the conclusion of the 2025 Annual General Meeting; and the determination of the audit fee for the year of 2025 to be RMB1.45 million (tax inclusive)."
    1. "THAT: Mr. Wang Huan be and is hereby appointed as an independent nonexecutive Director of the Company."

SPECIAL RESOLUTION

3. "THAT:

Subject to and conditional upon the fulfilment of all conditions (the "Conditions") as set out in the section headed "Conditions of the Share Subdivision" in the circular of the Company dated February 23, 2026 (a copy of which marked "A" has been produced to the EGM and signed by the Director authorized by the EGM for identification purpose), with effect from the second business day immediately following the passing of this resolution:

(a) every ordinary share of par value RMB1.00 each in the issued share capital of the Company be subdivided into ten (10) ordinary shares of par value RMB0.10 each (the "Subdivided Shares") (the "Share Subdivision"), and such Subdivided Shares shall rank pari passu in all respects with each other and shall have the same rights and privileges and be subject to the same restrictions as the Shares in issue prior to the Share Subdivision in accordance with the Articles of Association of the Company;

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  • (b) any one Director of the Company be and is hereby authorized to do all such acts and things and to sign, execute and deliver all such documents (with or without the common seal of the Company affixed thereto where appropriate) as he/she may in his/her absolute discretion consider necessary, desirable or expedient to give effect to, implement and complete the Share Subdivision and the transactions contemplated thereunder; and
  • (c) any one Director of the Company be and is hereby authorized to make the relevant amendments to the Articles of Association after the completion of the Share Subdivision and the proposed appointment of independent non-executive Director, and to handle the industrial and commercial registration changes or filings required due to the Share Subdivision and the amendment of the Articles of Association, as well as to sign relevant documents to reflect the changes in the Company's share capital (the details of the amendments are set out in the circular of the Company dated February 23, 2026)."

By order of the Board Nuobikan Artificial Intelligence Technology (Chengdu) Co., Ltd. 諾比侃人工智能科技(成都) 股份有限公司 Mr. Liao Yu

Chairman and Executive Director

Hong Kong, February 23, 2026

As of the date of this notice, the Board comprises Mr. Liao Yu, Mr. Tang Taike, Mr. Liu Bo and Ms. Wang Li as executive Directors; Mr. Ruan Jianping and Mr. Hua Zhangrong as non-executive Directors; Ms. Cao Xiaoxue, Mr. Sang Yongsheng and Mr. Bau Siu Fung as independent non-executive Directors.

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Notes:

    1. For the purpose of ascertaining Shareholders' entitlement to attend and vote at the EGM, the register of Shareholders of the Company will be closed from Wednesday, March 4, 2026 to Monday, March 9, 2026 (both dates inclusive), during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of Shareholders of the Company on Monday, March 9, 2026 are entitled to attend and vote at the EGM.
    1. In order to qualify for attending and voting at the EGM, all transfer documents accompanied by the relevant Share certificates must be lodged with the H Share Registrar of the Company, Tricor Investor Services Limited (for holders of H Shares), or to the office of the Board of the Company in China (for holders of Domestic Shares), not later than 4:30 p.m. on Tuesday, March 3, 2026.

The address of the Company's H Share Registrar is as follows:

Tricor Investor Services Limited 17/F, Far East Finance Centre 16 Harcourt Road Hong Kong

The address of the office of the Board of the Company in the PRC is as follows:

A9-4, Xin Gu Industrial Park No. 338, Guo Xin 4th Road Shuangliu District Chengdu Sichuan Province PRC

    1. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies (whether a Shareholder or not) to attend and vote on his/her/their behalf. The instrument appointing a proxy must be in writing under the hand of the Shareholder or his/her attorney duly authorized in writing. If the Shareholder is a corporation, the instrument shall be executed under its common seal or under the hand of its director or other attorney duly authorized to sign.
    1. To be valid, the form of proxy must be delivered to Tricor Investor Services Limited (for holders of H Shares) or to the office of the Board of the Company in China (for holders of Domestic Shares) not less than 24 hours before the time appointed for the EGM or any adjournment thereof. If the form of proxy is signed by a person under a power of attorney or other authorization document, a notarized certified copy of that power of attorney or other authorization document shall be delivered together with the form of proxy to the same location as mentioned above. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person or online at the EGM or any adjournment thereof should he/she so wish.
    1. Shareholders who attend the EGM in person shall present their identity certificates and proof of shareholding. If a corporate Shareholder appoints its authorized representative to attend the EGM, the authorized representative shall present his/her identity document and a notarized copy of the relevant authorization document signed by the Board or other authorized parties of such corporate Shareholder or other notarized documents permitted by the Company. If a proxy attends the EGM in person on behalf of a Shareholder, he/she shall present his/her identity document and the form of proxy signed by the Shareholder or his/her legal representative or his/her duly authorized agent. Forms of proxy duly signed and submitted by HKSCC Nominees Limited will be regarded as valid, and the proxy appointed by HKSCC Nominees Limited is not required to present the signed form of proxy when attending the EGM.
    1. If there are joint holders of Shares, any one of them may vote at the EGM (whether in person or by proxy) in respect of such Shares, as if they were the sole holder entitled to vote. However, if more than one of such joint Shareholders are present at the EGM personally or by proxy, the vote of the joint Shareholder whose name stands first in the register of Shareholders (whether in person or by proxy) will be accepted to the exclusion of the votes of other joint Shareholders.
    1. The resolution set out in the notice of EGM will be voted on by poll. The results of the poll will be published on the Company's website at www.nuobikan.com and the HKEXnews website at www.hkexnews.hk after the conclusion of the EGM.
    1. The EGM is expected to last for no more than half a day. Shareholders who attend the EGM shall bear their own transportation and accommodation expenses.