Shanghai Biren Technology Co., Ltd. — Proxy Solicitation & Information Statement 2026

Apr 22, 2026

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

壁切科技

BIREN TECHNOLOGY

Shanghai Biren Technology Co., Ltd.

上海壁切科技股份有限公司

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

(Stock Code: 6082)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting ("AGM") of Shanghai Biren Technology Co., Ltd. (the "Company") will be held at 11/F, Building 16 No. 2388 Chenhang Road, Minhang District, Shanghai, the PRC at 1:30 p.m. on Monday, June 15, 2026, for considering and, if thought fit, passing, the following resolutions:

ORDINARY RESOLUTIONS

To consider and pass the following ordinary resolutions by way of non-cumulative voting:

1. To consider and approve the work report of the board of directors (the "Director(s)") of the Company (the "Board") for the year ended December 31, 2025.
2. To consider and approve the auditor's report and the audited consolidated financial statements of the Company for the year ended December 31, 2025.
3. To consider and approve the reappointment of PricewaterhouseCoopers as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to determine the remuneration.
4. To authorize the Board to determine the remuneration of the Directors.
5. To consider the proposal of non-distribution of final dividend for the year 2025.

To consider and pass the following ordinary resolutions by way of cumulative voting:

1. Resolution regarding the election of the second session of the Board.

6.1 Resolution regarding the re-election of Mr. Wen ZHANG as an executive Director of the Company
6.2 Resolution regarding the re-election of Mr. Zhou HONG as an executive Director of the Company

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6.3 Resolution regarding the re-election of Mr. Bing XIAO as an executive Director of the Company
6.4 Resolution regarding the re-election of Mr. Luting PAN as an executive Director of the Company
6.5 Resolution regarding the re-election of Mr. Jingguo LIU as a non-executive Director of the Company
6.6 Resolution regarding the re-election of Mr. Siu Wing LAM as an independent non-executive Director of the Company
6.7 Resolution regarding the re-election of Ms. Jin LIU as an independent non-executive Director of the Company
6.8 Resolution regarding the appointment of Dr. Zhiyi YU as an independent non-executive Director of the Company

SPECIAL RESOLUTIONS

To consider and pass the following ordinary resolutions by way of non-cumulative voting:

1. To consider and approve the granting of a general mandate to the Board to repurchase H Shares.
2. To consider and approve the granting of a general mandate to the Board to issue Shares of the Company.
3. To amend the Articles of Association.
4. To amend the rules of procedure for general meetings.
5. To amend the rules of procedure for board meetings.

On behalf of the Board

Shanghai Biren Technology Co., Ltd.

Wen ZHANG

Chairman of the Board, Executive Director

and Chief Executive Officer

Shanghai, April 22, 2026

As at the date of this announcement, the Board comprises: (i) Mr. Wen ZHANG, Mr. Zhou HONG, Mr. Linglan ZHANG, Mr. Bing XIAO and Mr. Luting PAN as executive Directors; (ii) Mr. Jingguo LIU as a non-executive Director; and (iii) Dr. Yuan WANG, Mr. Siu Wing LAM and Ms. Jin LIU as independent non-executive Directors.

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Notes:

1. Any vote at the AGM must be taken by poll.

2. The register of members of the Company will be closed from Wednesday, June 10, 2026 to Monday, June 15, 2026 (both days inclusive) during which no transfer of Shares will be registered. In order to qualify to attend and vote at the AGM, all Share transfer documents accompanied by the relevant share certificates and transfer forms must be lodged with, for holders of H shares of the Company, the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, and for holders of unlisted Shares of the Company, the headquarters in the PRC of the Company for registration on or before 4:30 p.m. (Hong Kong time) on Tuesday, June 9, 2026. The record date for the purpose of ascertaining the eligibility of the Shareholders to attend and vote at the AGM will be June 15, 2026.

3. A Shareholder entitled to attend and vote at the AGM may appoint a proxy or proxies (whether he or she is a Shareholder or not) to attend and vote instead of him or her.

4. In order to be valid, the proxy form for the AGM must be deposited by hand or by post to the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings should they so wish.

If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the Shareholder is a recognised clearing house (or its proxy) defined by relevant Hong Kong ordinances from time to time, the Shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorised, the power of attorney shall contain the number and class of Shares for which such persons are authorised, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company's individual Shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorised.

A vote provided in according to the instruments in such proxy forms shall be valid, notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Shares with respect to which the proxy is given, provided that no notice in writing of such matters shall have been received by the Company prior to the above meeting.

1. In case of joint Shareholder for any Share, only the person whose name is at the first place on the register of Shareholders has the rights to receive the certificate of relevant Shares and notice from the Company and to attend the general meeting or exercise all of the votes relating to the Shares.

2. Shareholders or their proxies shall provide their identity documents when attending the AGM.

3. Regarding resolution number 6, a cumulative voting system will be adopted. "Cumulative voting system" refers to a system of voting for election of Directors at general meetings under which each Share shall be entitled to the number of votes equivalent to the number of the Directors to be elected at the general meeting. Shareholders may consolidate their votes for one or more Director(s). The principles below shall be followed for voting under the cumulative voting system:

(1) the number of candidates for the roles of Directors may be greater than that of the Directors to be elected at the general meeting, but the number of candidates to be voted by each Shareholder shall not exceed the number of Directors to be elected at the general meeting, and the total number of votes allocated to the Shareholders shall not exceed the number of votes held by them; otherwise, the votes shall be invalid;

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(2) voting for the executive, non-executive and independent non-independent Directors shall be carried out separately. For the election of independent non-executive Directors, the number of votes each Shareholder is entitled to shall be equal to the number of Shares held by the Shareholder multiplied by the number of independent non-executive Directors to be elected, and such votes must be cast only for the candidates for the role of the Company's independent non-executive Directors; for the election of executive and non-executive Directors, the number of votes each Shareholder is entitled to shall be equal to the number of Shares held by the Shareholder multiplied by the number of executive and non-executive Directors to be elected, and such votes must be cast only for the candidates for the role of the Company's executive and non-executive Directors; and

(3) the candidates to be finally elected as Directors shall be determined according to the numbers of votes they have received, but the minimum number of votes each candidate elected has received must exceed half of the total number of Shares held by Shareholders (including proxies thereof) attending the AGM.

1. The AGM is expected to last for no more than half a day. Shareholders or their proxies attending the AGM are responsible for their own transportation and accommodation expenses.

2. The address of the Company's headquarters is Room 1302, 13/F, Building 16, No. 2388 Chenhang Road, Minhang District, Shanghai, the PRC.

3. All times refer to Hong Kong local time, except as otherwise stated.

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