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

Jun 10, 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.

范式

PHANCY

Phancy Group Co., Ltd.

範式智能技術集團股份有限公司

(formerly known as "Beijing Fourth Paradigm Technology Co., Ltd.北京第四範式智能技術股份有限公司")

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

(Stock code: 6682)

NOTICE OF THE 2026 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2026 second extraordinary general meeting (the "General Meeting") of Phancy Group Co., Ltd. (the "Company") will be held at Conference Room, Level 2, Block A, Hongyuan New Era, Shangdi West Road, Haidian District, Beijing, PRC at 2:00 p.m. on June 26, 2026 (Friday) for the purpose of considering and, if thought fit, passing the following resolutions. Unless the context otherwise requires, terms used in this notice shall have the same meanings as those defined in the circular of the Company dated June 10, 2026 (the "Circular").

RESOLUTIONS

1. To consider and approve the resolution on the application by the Company for the initial public offering of Renminbi ordinary shares (A Shares) and listing on the ChiNext Market of the Shenzhen Stock Exchange.

1.1 Type of shares
1.2 Par value per share
1.3 Number of shares to be issued
1.4 Pricing method
1.5 Issuance method
1.6 Target subscribers
1.7 Underwriting method
1.8 Place of listing of the shares
1.9 Timing of issuance

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1.10 Use of proceeds

1.11 Domestic shares of the Company

1.12 Validity period of the resolution

Note: The A Share Offering will be conducted pursuant to the specific mandate granted by the Shareholders under this resolution No. 1.

1. To consider and approve the resolution on the investment projects to be funded by proceeds from the Company's initial public offering of Renminbi ordinary shares (A Shares) and listing on the ChiNext Market of the Shenzhen Stock Exchange and the feasibility thereof.

2. To consider and approve the resolution on the plan for assuming the accumulated unrecovered losses before the Company's initial public offering of Renminbi ordinary shares (A Shares).

3. To consider and approve the resolution on the Shareholder dividend return plan for the three years after the Company's initial public offering of Renminbi ordinary shares (A Shares) and listing on the ChiNext Market of the Shenzhen Stock Exchange.

4. To consider and approve the resolution on the plan for stabilising the share price within three years after the Company's initial public offering of Renminbi ordinary shares (A Shares) and listing on the ChiNext Market of the Shenzhen Stock Exchange.

5. To consider and approve the resolution on undertakings and binding measures relating to the Company's initial public offering of Renminbi ordinary shares (A Shares) and listing on the ChiNext Market of the Shenzhen Stock Exchange.

6. To consider and approve the resolution on measures to make up for the diluted immediate returns in relation to the Company's initial public offering of Renminbi ordinary shares (A Shares) and listing on the ChiNext Market of the Shenzhen Stock Exchange.

7. To consider and approve the resolution on the proposed authorisation to the Board by the General Meeting to handle matters relating to the initial public offering of Renminbi ordinary shares (A Shares) and listing on the ChiNext Market of the Shenzhen Stock Exchange.

8. To consider and approve the resolution on the engagement of intermediaries.

9. To consider and approve the resolution on the Articles of Association of Phancy Group Co., Ltd. applicable after the Company's initial public offering of Renminbi ordinary shares (A Shares) and listing on the ChiNext Market of the Shenzhen Stock Exchange.

10. 2 -

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1. To consider and approve the resolution on the internal governance policies applicable after the Company's initial public offering of Renminbi ordinary shares (A Shares) and listing on the ChiNext Market of the Shenzhen Stock Exchange.

11.1 To consider and approve the resolution on the proposed amendments to the Rules of Procedure for General Meetings of Phancy Group Co., Ltd.

11.2 To consider and approve the resolution on the proposed amendments to the Rules of Procedure for Board Meetings of Phancy Group Co., Ltd.

11.3 To consider and approve the resolution on the proposed amendments to the Working System for Independent Non-executive Directors of Phancy Group Co., Ltd.

11.4 To consider and approve the resolution on the proposed amendments to the Administrative Measures for Related Party/Connected Transactions of Phancy Group Co., Ltd.

11.5 To consider and approve the resolution on the proposed adoption of the Management System for External Guarantees of Phancy Group Co., Ltd.

11.6 To consider and approve the resolution on the proposed adoption of the Management System for External Investments of Phancy Group Co., Ltd.

11.7 To consider and approve the resolution on the proposed adoption of the Management System for Proceeds of Phancy Group Co., Ltd.

11.8 To consider and approve the resolution on the proposed adoption of the Management System for Preventing Occupation of Company Funds by Controlling Shareholders, Actual Controllers and Other Related Parties of Phancy Group Co., Ltd.

11.9 To consider and approve the resolution on the proposed adoption of the Management System for the Holding of Shares in the Company by Directors and Senior Management and Changes Thereof of Phancy Group Co., Ltd.

Among the above resolutions, resolutions numbered 1.1 to 1.12, resolutions numbered 2 to 8, resolution numbered 10 and resolutions numbered 11.1 to 11.2 are special resolutions, and the remaining resolutions are ordinary resolutions. Details of the resolutions to be proposed at the General Meeting are set out in the Circular, which is available on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.4paradigm.com).

By order of the Board
Phancy Group Co., Ltd.
範式智能技術集團股份有限公司
Dr. Dai Wenyuan
Chairman and Executive Director

Hong Kong, June 10, 2026

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Notes:

1. Pursuant to the Listing Rules, the resolutions at the meeting (except for resolutions relating to procedural or administrative matters which the chairman decides to allow to be voted on by a show of hands) will be voted on by way of poll. The poll results will be published on the website of the Hong Kong Stock Exchange and the website of the Company in accordance with the requirements of the Listing Rules.

2. Any Shareholder of the Company entitled to attend and vote at the meeting may appoint more than one proxy to attend and vote on his/her/its behalf. A proxy need not be a Shareholder of the Company. If more than one proxy is appointed, the number of Shares represented by each proxy so appointed must be specified in the relevant proxy form. Every Shareholder present in person or by proxy shall have one vote for each Share held by him/her/it.

3. In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company's H 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 holding the meeting or any adjournment thereof, as the case may be. Completion and return of the proxy form will not preclude a Shareholder of the Company from attending and voting in person at the meeting; in such event, the said proxy form shall be deemed to have been revoked.

4. For the purpose of determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from June 23, 2026 (Tuesday) to June 26, 2026 (Friday), both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the extraordinary general meeting, unregistered holders of Shares of the Company shall ensure that all share transfer documents together with the relevant share certificates are lodged with the Company's H Share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration by no later than 4:30 p.m. on June 22, 2026 (Monday).

5. In the case of joint registered holders of any Shares, any one of such persons may vote at the general meeting in respect of such Shares, either in person or by proxy, as if he/she/it were solely entitled thereto; provided that if more than one of such joint holders is present at the general meeting in person or by proxy, the person whose name stands first in the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

6. All times and dates in this notice refer to Hong Kong times and dates.

As at the date of this notice, the executive Directors are Dr. Dai Wenyuan and Mr. Chen Yuqiang; the non-executive Directors are Dr. Yang Qiang, Mr. Dou Shuai and Mr. Zhang Jing; the independent non-executive Directors are Mr. Li Jianbin, Mr. Liu Chijin, Ms. Ke Yele and Mr. Pan Jialin; and the employee representative Director is Mr. Chai Yifei.