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Shanghai Iluvatar CoreX Semiconductor Co., Ltd. — Proxy Solicitation & Information Statement 2026
Jun 5, 2026
51165_rns_2026-06-05_67e0d1b8-8378-41cf-aa80-4c0cc327e1fa.pdf
Proxy Solicitation & Information Statement
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1
天数智芯
Iluvatar CoreX
Shanghai Iluvatar CoreX Semiconductor Co., Ltd.
上海天数智芯半導體股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 9903)
FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON MONDAY, JUNE 29, 2026
I/We $^{(Note1)}$ (name)
of (address)
being the registered holder(s) of __ unlisted shares/H shares $^{(Note2)}$ of Shanghai Iluvatar CoreX Semiconductor Co., Ltd. (the "Company") HEREBY APPOINT $^{(Note3)}$ THE CHAIRMAN OF THE MEETING or (name)
of (address), as my/our proxy(ies) to attend the annual general meeting (and at any adjournment thereof) of the Company (the "AGM") to be held at 4:00 p.m. on Monday, June 29, 2026 at Zhikai Conference Room, 6th Floor, Building 3, Pujiang Smart Plaza, Minhang District, Shanghai, PRC for the purposes of considering and, if thought fit, passing the resolutions set out in the notice convening the AGM and at the AGM (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions as indicated below. Unless otherwise specified, the terms used in this form of proxy should have the same meanings as those defined in the circular of the Company dated June 5, 2026 (the "Circular").
| ORDINARY RESOLUTIONS | FOR $^{(Note4)}$ | AGAINST $^{(Note4)}$ | ABSTAIN $^{(Note4)}$ | |
|---|---|---|---|---|
| 1. | To consider and approve the work report of the Board of Directors for 2025; | |||
| 2. | To consider and approve the re-appointment of Ernst & Young as the auditor of the Company for 2026 and the authorization to the Board to determine its remuneration; | |||
| 3. | To consider and approve the profit distribution plan of the Company for the year 2025; | |||
| 4. | To consider and approve the appointment of Mr. Ding Junbo (丁俊博) as a non-executive Director; | |||
| SPECIAL RESOLUTIONS | FOR $^{(Note4)}$ | AGAINST $^{(Note4)}$ | ABSTAIN $^{(Note4)}$ | |
| 5. | To consider and approve the grant of general mandate to the Board to issue additional Shares, sell and/or transfer treasury shares, with the details of the general mandate as set out in the Circular; | |||
| 6. | To consider and approve the grant of general mandate to the Board to repurchase H Shares, with the details of the general mandate as set out in the Circular; | |||
| 7. | To consider and approve the proposed adoption of the H Share Award Scheme; | |||
| 8. | To consider and approve the resolution on proposed Scheme Mandate Limit; | |||
| 9. | To consider and approve the resolution on proposed Service Provider Sublimit; and | |||
| 10. | To consider and approve the proposed authorization to the Board and/or authorized person(s) to handle matters related to the H Share Award Scheme. |
Dated this __ day of __ 2026
Signature $^{(Note5)}$:
Notes:
- Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
- Please insert the number of shares of the Company registered in your name(s) and delete the unrelated class of shares (unlisted shares/H shares). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
- If any proxy other than the chairman of the meeting is preferred, please strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more (if he/she/it holds more than one share) proxies to attend and vote instead of him/her/it. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy (or proxies) is so appointed. A proxy need not be a shareholder of the Company. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR 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 (√) IN THE RELEVANT BOX BELOW THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (√) IN THE RELEVANT BOX BELOW THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM A RESOLUTION, TICK (√) IN THE RELEVANT BOX BELOW THE BOX MARKED "ABSTAIN". Failure to tick a box will entitle your proxy (or proxies) to cast your vote at his/her discretion. Your proxy (or proxies) will also be entitled to vote at his/her discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.
- This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
- Every shareholder of the Company present in person or by proxy or, being a corporation, is present by its duly authorized representative, shall have one vote for every fully paid share of which he/she/it is the holder.
- In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.
- To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be delivered to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the AGM (i.e. not later than 4:00 p.m. on Sunday, June 28, 2026) or any adjournment thereof.
- The proxy need not be a shareholder of the Company but must attend the AGM in person to represent you.
- Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.
- Reference to dates and time in this form of proxy are to Hong Kong dates and time.
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 AGM (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 for use in connection with the Purposes and to such parties who are authorized 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.