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OmniVision Integrated Circuits Group, Inc. Proxy Solicitation & Information Statement 2026

Apr 16, 2026

49255_rns_2026-04-15_1422ac79-dd61-442a-acc2-cfe5e1605ed6.pdf

Proxy Solicitation & Information Statement

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OMNIVISION®

OmniVision Integrated Circuits Group, Inc.

豪威集成電路(集團)股份有限公司

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

(Stock code: 0501)

FORM OF PROXY FOR THE USE AT THE AGM

TO BE HELD ON THURSDAY, MAY 7, 2026

I/We $^{(None1)}$

of

being the registered holder(s) of _____ H shares

of RMB1.00 each in the share capital of OmniVision Integrated Circuits Group, Inc. (the “Company”) $^{(None 2)}$ hereby appoint the Chairman of the meeting $^{(None 3)}$, or

of _____ as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “AGM”) of the Company to be held at OmniVision Technology Park, 88 Shangke Road, Pilot Free Trade Zone, Shanghai, PRC on Thursday, May 7, 2026 at 2:00 P.M. (and at any adjournment thereof) in respect of the resolutions as hereunder.

Please tick (“✓”) the appropriate boxes to indicate how you wish your vote(s) to be cast $^{(None 4)}$.

ORDINARY RESOLUTIONS FOR $^{(None 4)}$ AGAINST $^{(None 4)}$ ABSTAIN $^{(None 4)}$
1. To consider and approve the work report of the Board for 2025.
2. To consider and approve the 2025 report of the independent non-executive directors.
3. To consider and approve the 2025 annual report and its summary.
4. To consider and approve the 2025 profit distribution plan.
5. To consider and approve the shareholders’ return plan for the next three years (2026–2028).
6. To consider and approve the re-appointment of the audit firm for 2026 financial and internal control audit.
7. To consider and approve the provision of guarantees for controlled subsidiaries.
8. To consider and approve 2026 comprehensive bank credit line and authorization to sign bank loan related contracts.
9.1 To approve the remuneration of 2025 and remuneration plan of 2026 of Mr. Yu Renrong;
9.2 To approve the remuneration of 2025 and remuneration plan of 2026 of Mr. Wu Xiaodong;
9.3 To approve the remuneration of 2025 and remuneration plan of 2026 of Mr. Lyu Dalong;
9.4 To approve the remuneration of 2025 and remuneration plan of 2026 of Mr. Jia Yuan;
9.5 To approve the remuneration of 2025 and remuneration plan of 2026 of Ms. Qiu Huanping;
9.6 To approve the remuneration of 2025 and remuneration plan of 2026 of Ms. Chen Yu;
9.7 To approve the remuneration of 2025 and remuneration plan of 2026 of Mr. Zhu Liting;
9.8 To approve the remuneration of 2025 and remuneration plan of 2026 of Mr. Mou Lei; and
9.9 To approve the remuneration of 2025 and remuneration plan of 2026 of Ms. Fan Mingxi.
10 To consider and approve the change of use and cancellation of repurchased.
Resolution No. 11 below is voted by way of cumulative voting system
(Please fill in the number of votes) $^{(None 5)}$
11. To consider and approve the appointment of Dr. GAO Wenbao as an executive Director and an authorized representative of the Company under Rule 3.05 of the Listing Rules.
12. To consider and approve the formulation of remuneration policy of the directors and senior management of the Company.
13. To consider and approve the formulation of resignation policy of the directors and senior management of the Company.

SPECIAL RESOLUTIONS FOR^{(Note 4)} AGAINST^{(Note 4)} ABSTAIN^{(Note 4)}
14. To consider and approve the proposed granting of general mandate to issue A Shares and/or H Shares.
15. To consider and approve the proposed granting of general mandate to repurchase A Shares and/or H Shares.
16. To consider and approve the changes in the registered capital and amendments to the articles of association of the Company.

Date: ___ 2026

Signature(s) (Note 5)}

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
  3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more than one proxy to attend, speak and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTIONS, PLEASE TICK (“√”) THE BOXES MARKED “ABSTAIN”. If no direction is given, your proxy will vote or abstain 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 convening the AGM.
  5. Pursuant to Article 86 of the Articles of Association, cumulative voting system shall be implemented when Directors are elected at Shareholders’ general meetings. Cumulative voting system will be adopted for the Resolution No. 11. Cumulative voting system represents that in the election of Directors at the general meeting, each share shall have the same number of votes as the number of Directors to be elected, and the voting rights held by Shareholders may be used collectively. Explanation of the voting method for election of directors, independent directors using the cumulative voting:-
    I. At the general meeting, the election of director candidates, independent director candidates is organized into separate proposal groups, each identified by a unique number. Investors are required to cast their votes for every candidate within each proposal group.
    II. The number of declared shares represents the number of votes available for casting. For each proposal group, each share held by a shareholder has a total number of votes equal to the number of directors to be elected under that proposal group. For example, suppose a shareholder holds 100 shares in the listed company where there are 10 directors to be elected from a pool of 12 candidates. In that case, the shareholder would have 1,000 votes for the proposal group relating to the election of directors.
    III. Shareholders are entitled to cast votes up to the total number of votes they hold for each proposal group. They have the flexibility to vote either by concentrating their votes on a specific candidate or by distributing them among different candidates in any combination they prefer. At the close of voting, votes for each proposal will be counted separately and cumulatively.
  6. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
  7. In 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 votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.
  8. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for the meeting or the adjourned meeting (as the case may be) (i.e. not later than 2:00 p.m. on Wednesday, May 6, 2026 (Hong Kong time)).
  9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.
  10. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.