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

Apr 29, 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.

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

諸比侃人工智能科技(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 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT 2025 annual general meeting (the "AGM") of Nuobikan Artificial Intelligence Technology (Chengdu) Co., Ltd. (the "Company") will be held at the Company's conference room at A9-4, Xin Gu Industrial Park, No. 338, Guo Xin 4th Road, Shuangliu District, Chengdu, Sichuan Province, PRC at 10:00 a.m. on Thursday, May 28, 2026 for the purpose of considering and, if thought fit, approving the following resolutions. Unless the context otherwise requires, terms used in this notice shall have the same meanings as those defined in the 2025 AGM circular of the Company dated 29 April 2026.

ORDINARY RESOLUTIONS

1. To consider and approve the Auditor's Report of the Company for 2025;
2. To consider and approve the Report of the Board of Directors of the Company for 2025;
3. To consider and approve the Report of the Supervisory Committee of the Company for 2025;
4. To consider and approve the Annual Report of the Company for 2025;
5. To consider and approve the Environmental, Social and Governance Report for 2025;
6. To consider and approve the profit distribution plan for 2025;
7. To consider and approve the appointment of Mr. Luo Tian as a non-executive Director;
8. To consider and approve the potential related party transactions in 2026;
9. To consider and approve the appointment of Ernst & Young as the international auditor of the Company for 2026 and the Proposed Audit Fee;
10. To consider and approve the application for financing facilities from financial institutions and provision of guarantee in favor of subsidiaries;
11. To consider and approve the remuneration plan of the Directors for 2026;

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1. To consider and approve the remuneration plan of the Supervisors for 2026;

2. To consider and approve the purchase of liability insurance for Directors, Supervisors and senior management;

SPECIAL RESOLUTION

1. To consider and approve the following on the proposed general mandate to issue Shares:

“THAT

(1) Subject to the conditions set out in paragraph (2) below and in compliance with the relevant regulations, it is proposed to the general meeting to authorize the Board to, within the relevant period (see paragraph (3) below), issue shares (the “Shares”) of the Company, the same below) at its discretion (the “Issue Mandate”).

(2) The number of Shares and Domestic Shares to be issued as approved by the Board shall not exceed 20% of the total number of issued Shares (excluding the treasury shares (if any)) as at the date on which this resolution is considered and approved at the AGM.

(3) For the purpose of this resolution, the Issue Mandate shall be effective from the passing of this resolution as a special resolution at the AGM, until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

(ii) the expiration of the 12-month period following the passing of this resolution; or

(iii) the date on which the authorization referred to in this resolution is revoked or varied by a special resolution at any general meeting of the Company.

Provided the Board or its authorized person has, during the validity term of the authorization, executed necessary documents or fulfilled necessary procedures while such documents or procedures may have to be performed, exercised, or will be completed after the expiry of the authorization, the Board shall be entitled to perform such powers after the expiry of the relevant period.

It is also proposed to the general meeting to authorize the Board to deal with all matters in relation to the Issue Mandate to issue Shares at its sole discretion, including but not limited to:

(1) To authorize the Board to determine the specific share issuance plan, including but not limited to:

(i) types and number of Shares to be issued;

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(ii) pricing method and/or issue price (including price range);

(iii) determining the time of issuance, term of issuance, target subscribers, method of issuance, use of proceeds and other contents to be included in the specific issuance plan as required by relevant laws, regulations and other regulatory documents, relevant regulatory authorities and the Stock Exchange;

(iv) deciding on the engagement of intermediaries, signing, executing, amending and completing all agreements and documents relating to the issuance of Shares;

(v) disclosing relevant information in accordance with relevant laws and regulations and the Listing Rules; and

(vi) dealing with all the reporting, registration, filing and listing matters in relation to the issuance of Shares.

(2) To authorize the Board to increase the registered capital of the Company to reflect the Shares authorized to be issued by the Company pursuant to this resolution, to make such appropriate and necessary amendments to the provisions of the Articles of Association relating to the issue of Shares and registered capital, and to take any other action and complete any formality required to effect such increase; and

(3) In addition to the above-mentioned contents in relation to the Issue Mandate to issue Shares proposed to be approved at the AGM, it is proposed to the general meeting to agree to authorize the secretary to the Board and/or joint company secretaries of the Company to deal with all relevant matters in relation to the issue of Shares, including but not limited to the preparation, amendment, publication and despatch of relevant announcements and shareholder circulars in accordance with the relevant requirements under domestic and overseas laws and regulations and the Listing Rules, as well as the requirements and recommendations of the relevant domestic and overseas government departments and regulatory authorities."

By order of the Board

Nuobikan Artificial Intelligence Technology

(Chengdu) Co., Ltd.

Liao Yu

Chairman of the Board and executive Director

Sichuan Province, the People's Republic of China

29 April 2026

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Notes:

1. For the purpose of ascertaining Shareholders’ entitlement to attend and vote at the AGM, the register of Shareholders of the Company will be closed from Friday, 22 May 2026 to Thursday, 28 May 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 Thursday, 28 May 2026 are entitled to attend and vote at the AGM.

2. In order to qualify for attending and voting at the AGM, 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 Thursday, 21 May 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 AGM 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.

2. 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 AGM 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 AGM or any adjournment thereof should he/she so wish.

3. Shareholders who attend the AGM in person shall present their identity certificates and proof of shareholding. If a corporate Shareholder appoints its authorized representative to attend the AGM, 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 AGM 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 AGM.

4. If there are joint holders of Shares, any one of them may vote at the AGM (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 AGM 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.

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1. The resolution set out in the notice of AGM 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 AGM.
2. The AGM is expected to last for no more than half a day. Shareholders who attend the AGM shall bear their own transportation and accommodation expenses.

As at 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; and Ms. Cao Xiaoxue, Mr. Sang Yongsheng, Mr. Bau Siu Fung and Mr. Wang Huan as independent non-executive Directors.

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