Seres Group Co., Ltd. — Proxy Solicitation & Information Statement 2025

Dec 12, 2025

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.

案力斯

Seres Group Co., Ltd.

赛力斯集團股份有限公司

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

(Stock Code: 9927)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2026

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting of 2026 (the "EGM") of Seres Group Co., Ltd. (the "Company") will be held at 2:00 p.m. on Tuesday, January 6, 2026 at the Company's Conference Room, No. 7 Wuyunhu Road, Shapingba District, Chongqing, the PRC to consider and, if thought fit, to pass the following resolutions:

ORDINARY RESOLUTION

1. Resolution on Estimated Ordinary Related-party Transactions for 2026

SPECIAL RESOLUTION

1. Resolution on the Change of Registered Capital and Amendments to the Articles of Association

ORDINARY RESOLUTIONS

1. Resolution on the Change of Non-executive Director
2. Resolution on the Appointment of Accounting Firms

By order of the Board

Seres Group Co., Ltd.

Mr. Zhang Zhengping

Chairman of the Board and

Executive Director

Hong Kong, December 12, 2025

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Notes:

1. Voting by poll

Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”), all votes of resolutions at the EGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the voting results will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.seres.cn) in accordance with the Hong Kong Listing Rules.

1. Closure of register of members and eligibility for attending and voting at the EGM

Holders of H Shares are advised that the register of members of H Shares will be closed from Wednesday, December 31, 2025 to Tuesday, January 6, 2026 (both days inclusive), during which period no transfer of H Shares will be effected. Holders of H Shares whose names appear on the register of H Shares kept at the H Share Registrar on Wednesday, December 31, 2025 are entitled to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents of H shares of the Company, accompanied by the relevant share certificates, must be lodged by the holders of H shares with the H share registrar, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, before 4:30 p.m. on Tuesday, December 30, 2025.

1. Proxy

Every Shareholder who has the right to attend and vote at the EGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his/her behalf at the EGM. A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointer or his/her attorney duly authorized in writing. If the appointer is a legal person, then the instrument shall be signed under a legal person’s seal or signed by its director or an attorney duly authorized in writing. The instrument appointing the proxy for holders of H Shares shall be deposited at the H share registrar not less than 24 hours before the time specified for holding the EGM. If the instrument appointing the proxy is signed by a person authorized by the appointer, the power of attorney or other documents of authority under which the instrument is signed shall be notarized. The notarized power of attorney or other documents of authority shall be deposited together and at the same time with the instrument appointing the proxy at the H Share Registrar.

1. Miscellaneous

(i) The EGM is expected to last for no more than half a working day. Shareholders and their proxies attending the meeting shall be responsible for their own traveling and accommodation expenses.

(ii) The address of Tricor Investor Services Limited is 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

As at the date of this notice, Directors of the Company are: (i) Mr. Zhang Zhengping, Mr. Yin Xianzhi, Ms. Shen Wei and Mr. Zhang Zhengyuan as executive Directors; (ii) Mr. Zhang Kebang, Mr. Li Wei and Mr. Zhou Changling as non-executive Directors; and (iii) Mr. Li Kaiguo, Mr. Zhang Guolin, Mr. Jing Xufeng, Mr. Li Ming and Mr. Ngai Ming Tak as independent non-executive Directors.

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