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

Apr 22, 2026

50962_rns_2026-04-21_07cd870f-f48f-4d98-bf13-c15e0d88ae7e.pdf

Proxy Solicitation & Information Statement

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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)

PROXY FORM

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

TO 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

(OR AT ANY ADJOURNMENT THEREOF)

I/We (Note 2)

Of

being the registered holder (s) of (Note 1)

H Shares/unlisted Shares of RMB0.02 each in share capital of Shanghai Biren Technology Co., Ltd. (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE

MEETING (Note 3) or

of

as my/our proxy to attend at the annual general meeting of the Company (the "AGM") (and at any adjournment thereof) to 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 the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the AGM and vote for me/us and in my/our names in respect of the resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS (NON-ACCUMULATIVE VOTING RESOLUTIONS) FOR (Note 4) AGAINST (Note 4) ABSTAIN (Note 4)
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
ORDINARY RESOLUTIONS (ACCUMULATIVE VOTING RESOLUTIONS) Cumulative voting (Note 9)
(Please indicate the number of votes)
6. 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
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 (NON-ACCUMULATIVE VOTING RESOLUTIONS) FOR^{(Note4)} AGAINST^{(Note 4)} ABSTAIN^{(Note 4)}
7. To consider and approve the granting of a general mandate to the Board to repurchase H Shares
8. To consider and approve the granting of a general mandate to the Board to issue Shares of the Company
9. To amend the Articles of Association
10. To amend the rules of procedure for general meetings
11. To amend the rules of procedure for board meetings

^ Delete the inappropriate

Date: _________

Signature(s) (Note 6): _________

Notes:

  1. Please insert the number and type of Share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the Shares of the Company registered in your name(s).

  2. Full name(s) and address(es) (as shown in the register of member(s)) to be inserted in BLOCK CAPITALS

  3. If any proxy other than the Chairman is preferred, please strike out "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the AGM. A proxy need not be a Shareholder of the Company ("Shareholder(s)") but must attend the AGM in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR"; IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE APPROPRIATE BOX MARKED "AGAINST"; IF YOU WISH TO ABSTAIN FROM VOTING ON A RESOLUTION, TICK THE APPROPRIATE BOX MARKED "ABSTAIN". Any abstain vote at the AGM shall be disregarded as voting rights for the purpose of calculating the result of that resolution, but will be counted in the total number of voting Shares. Failure to tick any box will entitle your proxy to cast his vote 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. Any Shareholder entitled to attend and vote at the AGM shall be entitled to appoint another person (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as the Shareholder to speak at the AGM. On a poll, votes may be given either personally or by proxy. A proxy need not be a Shareholder. A Shareholder may appoint more than one proxy to attend on the same occasion.

  6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer or attorney duly authorised. If the proxy form is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other document(s) of authorisation must be notarised.

  7. In order to be valid, this proxy form for the AGM must be deposited by hand or post, for holders of H Shares of the Company, to the H Share registrar of the Company, 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, to the headquarters in the PBC of the Company not less than 24 hours before the time for holding the AGM (or any adjournment thereof) for taking the poll (the "Closing Time"). 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 adjournment thereof) 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 ordinance 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.

  1. In case of joint Shareholders 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. 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;

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

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 meeting 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 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. You/your proxy (or proxies) has/have the right to request access to and correction of the relevant personal data 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.