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Shanghai Biren Technology Co., Ltd. — Proxy Solicitation & Information Statement 2026
May 26, 2026
50962_rns_2026-05-25_2f4db5ef-2a5f-4fb3-af18-5ef2cc299874.pdf
Proxy Solicitation & Information Statement
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1
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)
FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING
TO BE HELD ON MONDAY, JUNE 15 2026
(OR AT ANY ADJOURNMENT THEREOF)
I/We $^{(Note1)}$
of
being the registered holder(s) of $^{(Note2)}$ H shares/unlisted shares of Shanghai Biren Technology Co., Ltd. (the "Company")
HEREBY APPOINT THE CHAIRMAN OF THE MEETING or $^{(Note3)}$
of
as my/our proxy(ies) to attend and act for me/us at the extraordinary general meeting (the "EGM") (and any adjournment thereof) of the Company to be held at 11/F, Building 16, No. 2388 Chenhang Road, Minhang District, Shanghai, PRC at the earlier of 3:30 p.m. or immediately after the annual general meeting of the Company to be held at 1:30 p.m. on Monday, June 15, 2026 for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice of EGM (the "Notice") and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.
| SPECIAL RESOLUTIONS | For $^{(Note4)}$ | Against $^{(Note4)}$ | Abstain $^{(Note4)}$ | |
|---|---|---|---|---|
| 1. | To consider and approve the proposed adoption of the H Share Option Scheme. | |||
| 2. | To consider and approve the proposed adoption of the H Share Incentive Scheme. | |||
| 3. | To consider and approve the proposed Scheme Limit. | |||
| 4. | To consider and approve the proposed Service Provider Sublimit. | |||
| 5. | To consider and approve the proposed authorization to the Board and/or the person(s) authorised by the Board to handle matters pertaining to the H Share Option Scheme and H Share Incentive Scheme. | |||
| 6. | To consider and approve the proposed authorization to the Board and/or the person(s) authorised by the Board to handle matters pertaining to amendments of the Articles of Association as a result of H Share Full Circulation. |
Dated this __ day of __ 2026
Signature(s) $^{(Note6)}$:
Notes:
- Please insert full name(s) and address(es) as shown in the register of members of the Company in BLOCK LETTERS.
- 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).
- 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 EGM. A proxy need not be a Shareholder of the Company ("Shareholder(s)") but must attend the EGM 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.
- 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 EGM 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 EGM other than those referred to in the notice convening the EGM.
- Any Shareholder entitled to attend and vote at the EGM 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 EGM. 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.
- 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.
- 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.
- In order to be valid, this proxy form for the EGM 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 PRC of the Company at Room 1302, 11/F, Building 16, No. 2388 Chenhang Road, Minhang District, Shanghai, PRC not less than 24 hours before the time for holding the EGM (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 EGM (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 notarized power of attorney and/or further evidence to prove that he/she/they have been duly authorised.
- Shareholders or their proxies shall provide their identity documents when attending the EGM.
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.