Shanghai REFIRE Group Limited — Proxy Solicitation & Information Statement 2025

Jun 8, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shanghai REFIRE Group Limited, you should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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

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REFIRE

Shanghai REFIRE Group Limited

上海重塑能源集團股份有限公司

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

(Stock Code: 2570)

(1) PROPOSED ISSUANCE OF DOMESTIC SHARES UNDER SPECIFIC MANDATE AND SUBSCRIPTION AGREEMENTS;
(2) GRANT OF AUTHORITY TO THE BOARD TO HANDLE MATTERS IN RELATION TO THE ISSUANCE OF SUBSCRIPTION SHARES;
(3) ISSUANCE OF SUBSCRIPTION SHARES ON A NON-PRE-EMPTIVE BASIS;
(4) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION; AND
(5) NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

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A notice convening the EGM of Shanghai REFIRE Group Limited to be held at 2/F, Unit 1, No. 655 Jinyuanyi Road, Jiading District, Shanghai, PRC on Thursday, June 26, 2025 at 10:00 a.m. is set out on pages 24 to 26 of this circular. A proxy form for use at the EGM is also enclosed, and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.refire.com).

If you intend to attend the EGM by proxy, you are required to duly complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) or the Company's registered office at Room 1004, 1/F, Unit 1, 1555 Jingyuan Road, Jiading District, Shanghai, PRC (for holders of Domestic Shares) as soon as possible and in any event not less than 24 hours before the time fixed for the holding of the EGM or any adjournment thereof (as the case may be) (which is 10:00 a.m. on Wednesday, June 25, 2025 (or other date in the event of any adjournment thereof)). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

Reference to time and dates in this circular are to Hong Kong time and dates.

June 8, 2025

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING ... 24

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"Articles of Association"
the articles of association of the Company currently in force

"Board"
the board of Directors

"CNSH Zerun"
CNSH Zerun Energy Partnership (Limited Partnership) (蒼南山海澤潤能源合夥企業(有限合夥)), one of the Subscribers

"Company"
Shanghai REFIRE Group Limited (上海重塑能源集團股份有限公司), a joint stock company with limited liability incorporated in the PRC, the predecessor of which was Shanghai REFIRE Group Ltd. (上海重塑能源集團有限公司) (formerly known as Hangzhou REFIRE Technology Co., Ltd. (重塑能源科技(杭州)有限公司)), a limited liability company established in the PRC on September 18, 2015

"connected person(s)"
has the meaning ascribed thereto under the Listing Rules

"CSRC"
China Securities Regulatory Commission (中國證券監督管理委員會)

"Director(s)"
the director(s) of the Company

"Domestic Share(s)"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for in Renminbi

"EGM"
the 2025 second extraordinary general meeting of the Company to be held at 2/F, Unit 1, No. 655 Jinyuanyi Road, Jiading District, Shanghai, PRC on Thursday, June 26, 2025 at 10:00 a.m., or any adjournment thereof for the purpose of, considering and, if thought fit, approving the resolutions as set out in the notice of the EGM as set out on pages 24 to 26 of this circular

"Global Offering"
has the meaning ascribed thereto in the Prospectus

"Group"
the Company and its subsidiaries, or any one of them as the context may require

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DEFINITIONS

“H Share(s)”
overseas listed ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange

“HK$”
Hong Kong dollars and cents, respectively, the lawful currency of Hong Kong

“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China

“Latest Practicable Date”
June 2, 2025, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular

“Listing Date”
December 6, 2024, the date on which the H Shares are first listed and dealings in the H Shares are first permitted to commence on the Stock Exchange

“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

“PRC”
the People’s Republic of China excluding, for the purposes of this circular, Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

“Prospectus”
the prospectus of the Company dated November 28, 2024

“Qiyuan Fund”
Xi’an Gaotou Qiyuan Hard Technology Investment Fund Partnership (Limited Partnership) (西安高投啟源硬科技投資基金合夥企業(有限合夥)), one of the Subscribers

“R&D”
research and development

“Renminbi” or “RMB”
Renminbi, the lawful currency of the PRC

“Share(s)”
ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, including both Domestic Shares and H Shares

“Shareholder(s)”
holder(s) of the Share(s)

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DEFINITIONS

"Specific Mandate"
the specific mandate to be sought from the Shareholders at the EGM for the allotment and issuance of the Subscription Shares

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Subscriber(s)"
Qiyuan Fund and CNSH Zerun, or any one of them as the context may require

"Subscription(s)"
the respective subscriptions of 352,112 Domestic Shares and 1,619,718 Domestic Shares to be allotted and issued to Qiyuan Fund and CNSH Zerun pursuant to the terms of the respective Subscription Agreements, or any one of them as the context may require

"Subscription Agreement(s)"
the respective agreements dated June 7, 2025 entered into between (i) the Company and (ii) each of Qiyuan Fund and CNSH Zerun in relation to their respective subscriptions of 352,112 Domestic Shares and 1,619,718 Domestic Shares, or any one of them as the context may require

"Subscription Price"
the price of RMB142 per Subscription Share

"Subscription Share(s)"
Domestic Share(s) to be subscribed under the Subscription(s)

"substantial shareholder(s)"
has the meaning ascribed thereto under the Listing Rules

"%"
per cent

Unless otherwise specified, the exchange rate used in this circular for illustration purpose only is at the exchange rate of HK$1:RMB0.91642, being the central parity rate of Renminbi in the interbank foreign exchange market as authorized and published by the China Foreign Exchange Trade System (中國外匯交易中心) as of the Latest Practicable Date.

Note: The English translation of Chinese names of entities and PRC regulatory/governmental authorities included in this circular is prepared for identification purpose only.

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LETTER FROM THE BOARD

REFRE

Shanghai REFIRE Group Limited

上海重塑能源集團股份有限公司

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

(Stock Code: 2570)

Executive Directors:
Mr. LIN Qi (Chairman)
Dr. HU Zhe
Ms. MA Audrey Jing Nan
Dr. ZHAI Shuang
Mr. ZHAO Yongsheng

Non-executive Director:
Mr. LIU Huiyou

Independent Non-executive Directors:
Mr. LI Wei
Dr. QIAN Meifen
Mr. CHEN Fei

Registered Office, Headquarters and
Principal Place of Business in the PRC:
Room 1004, 1/F, Unit 1
1555 Jingyuan Road
Jiading District
Shanghai
PRC

Principal Place of Business in
Hong Kong:
19/F, Golden Centre
188 Des Voeux Road Central
Hong Kong

June 8, 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED ISSUANCE OF DOMESTIC SHARES UNDER SPECIFIC MANDATE AND SUBSCRIPTION AGREEMENTS;
(2) GRANT OF AUTHORITY TO THE BOARD TO HANDLE MATTERS IN RELATION TO THE ISSUANCE OF SUBSCRIPTION SHARES;
(3) ISSUANCE OF SUBSCRIPTION SHARES ON A NON-PRE-EMPTIVE BASIS;
(4) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION; AND
(5) NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated June 8, 2025 in relation to, among others, (i) the proposed issuance of the Subscription Shares under the Specific Mandate and the Subscription Agreements; (ii) the grant of authority to the Board to handle matters in relation to the issuance of Subscription Shares; (iii) the issuance of Subscription Shares on a non-pre-emptive basis; and (iv) the proposed amendments to the Articles of Association.

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LETTER FROM THE BOARD

On June 7, 2025, the Board resolved to propose issuance of Subscription Shares under the Specific Mandate and the Company entered into the Subscription Agreements with Qiyuan Fund and CNSH Zerun, respectively, pursuant to which the Company has conditionally agreed to allot and issue, and Qiyuan Fund and CNSH Zerun have conditionally agreed to subscribe for, 352,112 Domestic Shares and 1,619,718 Domestic Shares, respectively, all at the Subscription Price of RMB142.

The purposes of this circular are to provide you with the notice of the EGM and information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the EGM, including but not limited to (i) details of proposed issuance of Subscription Shares under the Specific Mandate; (ii) details of the grant of authority to the Board to handle matters in relation to the issuance of Subscription Shares; (iii) details of the issuance of Subscription Shares on a non-pre-emptive basis; and (iv) details of the proposed amendments to the Articles of Association.

2. PROPOSED ISSUANCE OF DOMESTIC SHARES UNDER SPECIFIC MANDATE AND SUBSCRIPTION AGREEMENTS

In order to further enhance the overall competitiveness of the Company, raise additional funds for the Group's operating activities, and promote a stable development of the Group's business, on June 7, 2025, the Board resolved to propose issuance of the Subscription Shares under the Specific Mandate. On the same date, the Company entered into the Subscription Agreements with Qiyuan Fund and CNSH Zerun, respectively, pursuant to which the Company has conditionally agreed to allot and issue, and Qiyuan Fund and CNSH Zerun have conditionally agreed to subscribe for, 352,112 Domestic Shares and 1,619,718 Domestic Shares, respectively, all at the Subscription Price of RMB142. The principal terms of the Subscription Agreements are set out below.

Date: June 7, 2025

Parties:
(i) the Company (as issuer);
(ii) Qiyuan Fund or CNSH Zerun (as the case may be) (as subscriber)

Type of Subscription Shares: Domestic Shares with a nominal value of RMB1.00 each

Subscription Price: RMB142 per Subscription Share (equivalent to approximately HK$154.95), representing:
(i) a discount of approximately 27.93% to the closing price per H Share as quoted on the Stock Exchange on the trading day immediately preceding the date of the Subscription Agreements, being HK$215.00 (equivalent to approximately RMB197.03);

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LETTER FROM THE BOARD

(ii) a discount of approximately 24.38% to the average closing price per H Share as quoted on the Stock Exchange for the 30 consecutive trading days immediately preceding the date of the Subscription Agreements, being HK$204.91 (equivalent to approximately RMB187.78);

(iii) a discount of approximately 21.86% to the average closing price per H Share as quoted on the Stock Exchange for the 60 consecutive trading days immediately preceding the date of the Subscription Agreements, being HK$198.30 (equivalent to approximately RMB181.72); and

(iv) a discount of approximately 25.53% to the average closing price per H Share as quoted on the Stock Exchange for the 90 consecutive trading days immediately preceding the date of the Subscription Agreements, being HK$208.08 (equivalent to approximately RMB190.69).

The net price to the Company of each Subscription Share is RMB142.

The Subscription Price was negotiated on an arm's length basis between the Company and each of Qiyuan Fund and CNSH Zerun, with reference to current market conditions, historical and prevailing market prices and liquidity of the Shares, and the strategic benefits of the Subscribers can bring to the Group, details of which are set out in the paragraph headed "Reasons for and Benefits of the Issuance of Domestic Shares" in this section.

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LETTER FROM THE BOARD

Number of Shares to be Subscribed and Method of the Subscriptions:

Qiyuan Fund and CNSH Zerun agreed to subscribe for 352,112 Domestic Shares and 1,619,718 Domestic Shares, respectively, and the Company agreed to issue a total of 1,971,830 Domestic Shares with an aggregate nominal value of RMB1,971,830, by way of non-public issuance under the Specific Mandate.

The total number of the Subscription Shares is 1,971,830 Domestic Shares, representing approximately 4.34% of the total issued Domestic Shares and approximately 2.29% of the total issued Shares as of the Latest Practicable Date.

The subscription amounts of RMB49,999,904 and RMB229,999,956 shall be paid by Qiyuan Fund and CNSH Zerun, respectively (collectively, the "Subscription Payments"), in cash in Renminbi, of which an aggregate amount of RMB1,971,830 paid by them shall be included in the registered capital of the Company, and the remaining amount of RMB278,028,030 shall be included in the capital reserve of the Company.

The proposed issuance of the Subscription Shares will not result in a theoretical dilution effect of 25% or more.

Payment Arrangement:

The Subscribers shall remit the Subscription Payments to the collection account designated by the Company within five working days from the date on which all of the conditions precedent (as set out below) having been satisfied or the relevant closing conditions having been waived in writing by the Subscribers.

The date on which the Subscribers remit the Subscription Payment to the collection account designated by the Company shall be the payment date (the "Payment Date").

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LETTER FROM THE BOARD

Conditions Precedent to the Subscription Payments:

The obligation on the Subscribers to settle the Subscription Payments are conditional on the following conditions precedent having been satisfied or waived by the relevant Subscriber:

(i) no PRC law, or judgment, award, ruling or injunction by any court, arbitral body or relevant competent governmental authority, which restricts, prohibits or cancels the proposed issuance of Subscription Shares, nor any pending or potential litigation, arbitration, judgment, award, ruling or injunction that has or will have a material adverse impact on the proposed issuance of Subscription Shares, having existed;

(ii) approvals from the Board and the Shareholders having been obtained for the proposed issuance of Subscription Shares, and the approval from the CSRC for the registration of the proposed issuance of Subscription Shares having been obtained;

(iii) the relevant Subscription Agreement having been properly signed and taken effect; and

(iv) from the date of the entering into of the relevant Subscription Agreement to the Payment Date, the statements, representations and warranties made by the Company having remained true, complete, and accurate from the date of signing the relevant Subscription Agreement to the Payment Date, and there having been no material breach of the provisions of the relevant Subscription Agreement.

Procedural Matters and Completion:

The Company shall complete all legal formalities for the proposed issuance of the Subscription Shares in accordance with PRC laws, the regulatory rules of the place where the Shares are listed, authorization granted by the Board and authorization granted at the EGM, including registration of the Subscription Shares and filings of the change of the corporate registration.

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LETTER FROM THE BOARD

The Company shall, within 30 business days after the Payment Date, submit the Subscribers' application documents for registration of the Subscription Shares to China Securities Depository and Clearing Corporation Limited (中國證券登記結算有限責任公司). However, if the Company fails to submit the application documents in a timely manner due to the reasons of the Subscribers, the Company will not be deemed to have violated such obligation. The Subscriber shall provide necessary cooperation for share registration matters, including providing and signing documents required for such registration, and the Company shall provide a list of materials required to be provided by the Subscribers and the regulatory bases upon which such requests are made.

The date on which the registration procedures in respect of the Subscription Shares are completed with China Securities Depository and Clearing Corporation Limited shall be the record date (the "Record Date") and the completion date of the Subscriptions.

From the Record Date, the Subscribers shall enjoy the Shareholders' rights and assume the Shareholders' obligations in respect of the Subscription Shares held by them in accordance with PRC laws, the regulatory rules of the place where the Shares are listed, the Articles of Association and the Subscription Agreements.

Lock-up Period:

Subject to any further requirements by relevant regulatory authorities, each of Qiyuan Fund and CNSH Zerun has voluntarily undertaken that for a period of 12 months from the completion of the Subscriptions, it will not transfer the Subscription Shares. Where any new Share is issued to Qiyuan Fund and CNSH Zerun following an issuance of bonus shares by the Company, capitalization of capital reserve of the Company or any other circumstances, such new Share shall be subject to the aforementioned lock-up arrangement.

Retained Undistributed Profit:

Retained undistributed profits of the Company prior to the completion of the Subscriptions shall be shared by the new and existing Shareholders in proportion to their respective shareholding following the completion of the Subscriptions.

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LETTER FROM THE BOARD

Pursuant to the Subscription Agreements, the Articles of Association and the relevant laws and regulations in the PRC, the proposed issuance of the Subscription Shares under the Specific Mandate and the Subscription Agreements are subject to the approval of the Shareholders by way of a special resolution at a general meeting and the approval by the CSRC. A special resolution will hereby be proposed at the EGM for the Shareholders to consider and approve the proposed issuance of the Subscription Shares under the Specific Mandate and the Subscription Agreements. The plan for the issuance of the Subscription Shares will be implemented in accordance with applicable rules and regulations after the issuance of Subscription Shares having been approved by the CSRC and the conditions precedent to the issuance of the Subscription Shares having been satisfied.

Ranking of the Subscription Shares

The Subscription Shares to be issued and allotted under the Subscription Agreements, which are Domestic Shares, will rank pari passu in all respects with the Domestic Shares in issue. Under the Articles of Association, Domestic Shares and H Shares are regarded as one class of shares. Apart from applicable trading rules imposed by the CSRC and the Stock Exchange, Domestic Shares and H Shares rank pari passu with each other in all other respects.

Reasons for and Benefits of the Issuance of Domestic Shares

In order to promote the business development of the Company, enhance its comprehensive competitiveness and ensure the realization of its strategic goals and future development strategies, the Company proposed to issue the Subscription Shares to facilitate the operations and development of the Group and strengthen its working capital, which is conducive to improving the overall financial conditions of the Company, further optimizing the Company's financial structure, and maintaining a stable and sustainable development of the Company.

As set out in the paragraph headed "Use of Proceeds from the Subscriptions" in this section, the net proceeds of the Subscriptions will be used for funding a construction project of an R&D center for hydrogen fuel cell systems and hydrogen energy equipment, funding R&D activities in respect of hydrogen fuel cell systems and hydrogen production equipment for applications in diversified scenarios and the Group's working capital. In particular, the hydrogen energy industry, taken as a whole, is in a period of rapid development and technological capabilities lie at the heart of such industry. As a leading hydrogen energy technology company, the Company has been focusing on innovative fuel cell and hydrogen production technology and has also been at a stage of rapid development. The existing R&D center at the Company's headquarters is subject to a lease term and its capacity has become more and more saturated over time, and any further addition or renovation on the existing R&D center is limited, hindering the Group's sustainable development in the long run. As such, by investing in the construction of a new R&D center for hydrogen fuel cell systems and hydrogen energy equipment on the Group's self-owned land, which will be equipped with a high-quality hydrogen energy R&D laboratory, will help the Company, as part of its strategic goals, to continue to develop and build on its fuel cell technology and further enhance its long-term technological competitiveness, while ensuring stability of the operation of the R&D center.

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LETTER FROM THE BOARD

Further, as part of its development strategies, by engaging in R&D activities in respect of hydrogen fuel cell systems and hydrogen production equipment for applications in diversified scenarios will help the Group to further seize market opportunities in different application scenarios with an expanded product offering, bringing additional streams of revenue and supporting continuous growth of the Group’s business. Besides, as set out in the 2024 annual report of the Company, the Group (i) recorded loss attributable to owners of the Company of approximately RMB529.5 million and RMB737.3 million for the two financial years ended December 31, 2023 and 2024, respectively, (ii) incurred finance costs of approximately RMB47.9 million and RMB57.6 million for the two financial years ended December 31, 2023 and 2024, respectively, mainly due to the increase in interest expenses on the Group’s borrowings, and (iii) recorded net cash flows used in operating activities of approximately RMB718.4 million and RMB393.2 million for the two financial years ended December 31, 2023 and 2024, respectively. Apart from providing additional funds to be used as working capital to support the Group’s daily operations and continuous expansion to further improve its business performance and thus, the financial conditions, the Subscriptions will also help to improve the financial conditions of the Group through repayment of certain borrowings.

As set out in the paragraph headed “Fund-raising Activities during the Past 12 Months” in this section, the Company completed the issuance of a total of 4,851,100 H Shares at the issue price of HK$147.00 pursuant to the Global Offering, raising total net proceeds of approximately HK$623.3 million. The Directors consider that the Group has a reasonable additional funding need after the Global Offering based on the following reasons:

• Enhancing its competitiveness: as set out above, as part of its strategic goals, through the construction of a new R&D center, the Group can continue to develop and build on its hydrogen energy technology, so as to maintain and enhance its long-term technological competitiveness. The construction project of the R&D center requires additional funds for, among others, construction costs and procurement of equipment and apparatus, which are not covered by the net proceeds raised from the Global Offering;

• Maintaining continuous business growth: as set out in the 2024 annual report of the Company, the Group recorded revenue from sales of hydrogen fuel cell systems in non-vehicle scenarios of approximately RMB54.1 million, as compared to that of approximately RMB23.3 million, representing an increase of approximately 132.6%. Such increase was mainly due to its applications in various scenarios, including off-grid supercharging and power stations. In light of the market potential brought by diversified application scenarios, to further seize market opportunities with an expanded product offering in different application scenarios and create additional streams of revenue, the Group plans to engage in more R&D activities in respect of hydrogen fuel cell systems and hydrogen production equipment for applications in diversified scenarios, requiring additional funds not covered by the net proceeds raised from the Global Offering, a certain part of which has been

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LETTER FROM THE BOARD

allocated to fund R&D activities of the Group's hydrogen fuel cell systems for relatively mature application scenarios, such as commercial-vehicle scenarios, instead of the application scenarios for which the net proceeds from the Subscription will be used; and

• General working capital needs: as the Company is at the stage of rapid development, it is beneficial for the Company to maintain a steady and healthy level of working capital to support the Group's daily operations and continuous expansion.

In light of such additional funding need after the Global Offering, the Board has considered other fund-raising alternatives available to the Group before having resolved on the Subscriptions, including debt financing and other means of equity financing such as a rights issue or an open offer. The Board considers that debt financing (such as the obtaining of bank loans) would incur additional interest expenses, and may involve pledges of assets, which, as a whole, lowers the Group's liquidity position and potentially impairs the Group's flexibility in managing its assets portfolio. In respect of other means of equity financing such as a rights issue and an open offer, the Board considers that although a rights issue and an open offer would allow the Shareholders to maintain their respective pro-rata shareholdings in the Company, the ultimate fund-raising size could not be assured if such fund-raising activity is conducted on a non-underwritten basis, especially considering that the trading liquidity of the H Shares has been relatively thin as further discussed below, and conversely, extra time may be required for negotiation processes with potential underwriters if such fund-raising exercise is to be conducted on a fully underwritten basis. On the other hand, the Subscriptions could provide higher certainty to the Company to raise the required amount of funds given the secured investors. Further, conducting a rights issue or an open offer may also incur additional transaction costs such as underwriting commissions and involve extra administrative work for the preparation of the requisite compliance and legal documentation (such as a prospectus), as compared to the Subscriptions.

In determining the Subscription Price, the Board has considered, among others, the following factors:

• Strategic benefits of the Subscribers brought to the Company: the Subscribers are investment funds ultimately controlled by local governments in the PRC, namely the Management Committee of Xi'an High-tech Industrial Development Zone (西安高新技術產業開發區管理委員會) (with respect to Qiyuan Fund) and the Cangnan County Finance Bureau (蒼南縣財政局) (with respect to CNSH Zerun). The Subscriptions are strategic investments by such local governments, and demonstrate the support from such local governments for the Company's businesses and their confidence in the long-term development and prospect of the Company. In addition, Xi'an Municipality and Cangnan County are regions which promote the development and growth of the hydrogen energy industry. In particular, an industrial chain of production, storage, transportation and utilization of hydrogen energy has been under development in Xi'an, which the Board believes a favorable strategic location for the Company to further expand into the northwest region of the PRC.

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LETTER FROM THE BOARD

At the same time, a clean energy development layout has been rolled out in Cangnan County, covering various fields of energy, such as hydrogen energy, offshore wind power, nuclear power and photovoltaics, possessing ideal conditions for exploring the potential application of the combination of hydrogen energy and offshore wind power. The Board further believes that Cangnan County can serve as a strategic location for the Company to leverage the local resources and explore the development and applications of green hydrogen resources in the eastern coastal areas in the PRC, including various hydrogen energy application scenarios in tourism, mines, outlying islands and ports;

• Offer price in the Global Offering: the offer price of the H Shares in the Global Offering in December 2024 was HK$147 per H Share (equivalent to approximately RMB134.71). Considering the relatively short period of time between the Global Offering and the Subscriptions and that the Group has maintained relatively steady operational performance during such period with no significant alteration to its fundamental business profile, the Subscription Price represents a slight premium of approximately 5.41% to such offer price;

• Historical H Share price performance: the historical prices of the H Shares have been taken into account as reference prices, although the H Shares are traded publicly on the Stock Exchange whereas the Domestic Shares currently do not have a public market. The historical prices of the H Shares have exhibited relatively significant volatility, with the price movements having been, as believed by the Board, significantly influenced by the overall investment sentiment in the equity market in Hong Kong. More specifically, the closing prices of the H Shares ranged from HK$126.70 (equivalent to approximately RMB116.11) to HK$283.00 (equivalent to approximately RMB259.35) per H Share during the period from the Listing Date to the Latest Practicable Date (the “Relevant Period”), with an average closing price of approximately HK$198.71 (equivalent to approximately RMB182.10); and

• Liquidity of the Subscription Shares: the Subscription Shares are Domestic Shares, which currently do not have a public market. While holders of Domestic Shares may apply for conversion their Domestic Shares into H Shares, following which an application in respect of such converted H Shares can be made to the Stock Exchange for listing, the Board has also taken into account the liquidity of the H Shares as a reference. The average daily trading volume of the H Shares during the Relevant Period was generally low with a range from approximately 2,060 H Shares to approximately 116,691 H Shares, representing approximately 0.01% to approximately 0.29% of the then prevailing total number of issued H Shares. More specifically, below sets out a table showing the average daily trading volume of the H Shares in each month during the Relevant Period.

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LETTER FROM THE BOARD

	Number of trading days in the month	Total trading volume of the H Shares (number of H Shares)	Average daily trading volume of the H Shares (number of H Shares)	Approximate percentage of the average daily trading volume of the H Shares of the then prevailing total number of issued H Shares
2024
December (from the Listing Date)	16	1,170,300	73,144	0.18%
2025
January	19	692,500	36,447	0.09%
February	20	621,800	31,094	0.08%
March	21	2,300,518	109,548	0.27%
April	19	2,217,125	116,691	0.29%
May	20	1,477,537	73,877	0.18%
June (up to the Latest Practicable date)	1	2,060	2,060	0.01%

As shown above, the average daily trading volume of Shares were relatively thin and inactive throughout the Relevant Period, which pose difficulty in pursuing sizeable equity financing without providing a considerable discount. In addition, subject to any further requirements by relevant regulatory authorities, all Subscription Shares are subject to a voluntary lock-up period of 12 months from the completion of the Subscriptions, during which the Subscribers cannot transfer any Subscription Shares.

Having considered the above, the Directors consider that the terms of the Subscription Agreements (including the Subscription Price) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Fund-raising Activities during the Past 12 Months

Reference is made to the Prospectus and the announcement of the Company dated January 2, 2025. The Company completed the issuance of a total of 4,851,100 H Shares at the issue price of HK$147.00 pursuant to the Global Offering. Such H Shares, with an aggregate nominal value of RMB4,851,100, represented (i) approximately 11.92% of the total issued H Shares as of the Latest Practicable Date; and (ii) approximately 5.63% of the total issued Shares as of the Latest Practicable Date.

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LETTER FROM THE BOARD

The total net proceeds of the Global Offering amounted to approximately HK$623.3 million (the "Net Proceeds"). The Net Proceeds have been and will be allocated and utilized in accordance with the purposes and proportions set out in the Prospectus, and there is no change in the intended use of the Net Proceeds as disclosed in the Prospectus.

The following table sets out the intended use of the Net Proceeds and a summary of their utilization as of the Latest Practicable Date.

Intended use of the Net Proceeds	Allocation of the Net Proceeds	Percentage of the Net Proceeds	Amount of the Net Proceeds utilized up to the Latest Practicable Date	Balance of the Net Proceeds as of the Latest Practicable Date	Intended timetable for use of the unutilized Net Proceeds^{(note)}
To fund the R&D activities and production capacity expansion of the Group's hydrogen fuel cell systems	HK$464.4 million	74.5%	HK$43.1 million	HK$421.3 million	Before December 31, 2028
To fund the Group's production capacity expansion of the Group's hydrogen production systems	HK$95.4 million	15.3%	HK$0.7 million	HK$94.7 million	Before December 31, 2027
For the expansion of the Group's overseas market footprint	HK$48.0 million	7.7%	HK$7.8 million	HK$40.2 million	Before December 31, 2028
For the Group's working capital and general corporate purposes	HK$15.6 million	2.5%	HK$15.6 million	-	Before December 31, 2028
Total	HK$623.3 million	100%	HK$67.2 million	HK$556.1 million

Note: The intended utilization timetable for the unutilized Net Proceeds is based on the Group's current best estimate and is subject to changes depending on the Group's uncontrollable future development and activities.

Save as disclosed in this circular, there were no other fund-raising activities conducted by the Company in the past 12 months immediately preceding the date of the Subscription Agreements.

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LETTER FROM THE BOARD

Use of Proceeds from the Subscriptions

The gross proceeds from the Subscriptions amount to RMB279,999,860 (equivalent to approximately HK$305.54 million). After deducting professional fees and other fees payable by the Company in connection with the Subscriptions, the total net proceeds from the Subscriptions amount to approximately RMB272.17 million (equivalent to approximately HK$296.99 million). Such net proceeds are intended to be allocated for the following purposes:

(a) approximately 34.90% of the net proceeds for funding a construction project of an R&D center for hydrogen fuel cell systems and hydrogen energy equipment, which are currently expected to be fully utilized by December 31, 2028;

(b) approximately 35.10% of the net proceeds for funding R&D activities in respect of hydrogen fuel cell systems and hydrogen production equipment for applications in diversified scenarios, which are currently expected to be fully utilized by December 31, 2028; and

(c) approximately 30.00% of the net proceeds for the Group's working capital, which are currently expected to be fully utilized by December 31, 2026.

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LETTER FROM THE BOARD

Effect of the Issuance of the Subscription Shares on the Shareholdings Structure of the Company

As of the Latest Practicable Date, the total number of issued Shares is 86,162,471 Shares, comprising 45,482,153 Domestic Shares and 40,680,318 H Shares.

Upon completion of the Subscriptions, the Company will continue to satisfy the public float requirement under the Listing Rules with a public float of approximately 42.85%. The below table sets out the detailed shareholding structure of the Company as of the Latest Practicable Date and immediately after the completion of the issuance of Subscription Shares.

	As of the Latest Practicable Date		Immediately after the completion of the issuance of Subscription Shares
	Number of Shares	Approximate percentage of total number of issued Shares(1) (%)	Number of Shares	Approximate percentage of total number of issued Shares(2) (%)
Domestic Shares
Mr. LIN Qi(3)	11,834,272	13.73	11,834,272	13.43
Shanghai Weiqing Management Consulting Partnership (Limited Partnership) (上海蔚清管理諮詢合夥企業(有限合夥)) (“Shanghai Weiqing”)(3)	3,652,700	4.24	3,652,700	4.14
Shanghai Weilan Business Consulting Partnership (Limited Partnership) (上海蔚蘭商務諮詢合夥企業(有限合夥)) (“Shanghai Weilan”)(3)	1,200,000	1.39	1,200,000	1.36
Shanghai Weijing Management Consulting Partnership (Limited Partnership) (上海蔚鏡管理諮詢合夥企業(有限合夥)) (“Shanghai Weijing”)(3)	1,165,728	1.35	1,165,728	1.32
Sinopec Capital Co., Ltd. (中國石化集團資本有限公司) (“Sinopec Capital”)(4)	8,738,925	10.14	8,738,925	9.92
Ms. MA Audrey Jing Nan(5)	1,767,500	2.05	1,767,500	2.01
Qiyuan Fund	-	-	352,112	0.40
CNSH Zerun	-	-	1,619,718	1.84
Other existing holders of Domestic Shares which/who are not core connected persons of the Company	17,123,028	19.87	17,123,028	19.43
Subtotal	45,482,153	52.79	47,453,983	53.84
H Shares
Sinopec Capital(4)	2,912,975	3.38	2,912,975	3.31
Other existing holders of H Shares which/who are not core connected persons of the Company	37,767,343	43.83	37,767,343	42.85
Subtotal	40,680,318	47.21	40,680,318	46.16
Total	86,162,471	100.00	88,134,301	100.00

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LETTER FROM THE BOARD

Notes:

(1) The calculation is based on the total number of 45,482,153 Domestic Shares and 40,680,318 H Shares in issue as of the Latest Practicable Date. Percentage figures included in this column have been subject to rounding adjustments, any discrepancies between totals and sums of amounts listed in this column are due to rounding.

(2) The calculation is based on the total number of 47,453,983 Domestic Shares and 40,680,318 H Shares in issue immediately after the completion of the issuance of Subscription Shares. Percentage figures included in this column have been subject to rounding adjustments, any discrepancies between totals and sums of amounts listed in this column are due to rounding.

(3) Mr. LIN Qi, an executive Director, the chairman of the Board and the chief executive officer of the Company, beneficially holds 11,834,272 Domestic Shares. Mr. LIN Qi is the executive partner of Shanghai Weilan, Shanghai Weiqing and Shanghai Weijing and is responsible for their respective management. As such, under the SFO, Mr. LIN Qi is deemed to be interested in the 6,018,428 Domestic Shares held by Shanghai Weilan, Shanghai Weiqing and Shanghai Weijing. Mr. LIN Qi, Shanghai Weiqing, Shanghai Weilan and Shanghai Weijing comprise the single largest group of Shareholders, further details of which are set out in the Prospectus.

(4) Sinopec Capital, a substantial shareholder of the Company, beneficially holds 8,738,925 Domestic Shares and 2,912,975 H Shares.

(5) Ms. MA Audrey Jing Nan, an executive Director and a vice president of the Company, beneficially holds 1,767,500 Domestic Shares.

General Information

The Company

The Company is a leading hydrogen technology company in the PRC, and has focused on the design, development, manufacturing and sales of hydrogen fuel cell systems, hydrogen production systems and related components, as well as providing fuel cell engineering and technical services catering to customers' needs.

Qiyuan Fund

Qiyuan Fund is a limited partnership established in the PRC in March 2025. Qiyuan Fund is an investment fund managed by Xi'an High-tech Industry Venture Capital Co., Ltd. (西安高新技術產業風險投資有限責任公司) ("Xi'an High-tech") as its general partner and is principally engaged in private equity investments. Xi'an High-tech is indirectly controlled by the Management Committee of Xi'an High-tech Industrial Development Zone (西安高新技術產業開發區管理委員會), which is the dispatched office of the People's Government of Xi'an Municipality (西安市人民政府). As of the Latest Practicable Date, Qiyuan Fund was held as to 99% by its sole limited partner, being Xi'an High-tech Hard Technology Industry Investment Holding Group Co., Ltd. (西安高新硬科技產業投資控股集團有限公司), which is indirectly controlled by the Management Committee of Xi'an High-tech Industrial Development Zone.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of Qiyuan Fund, its general partner, limited partner and ultimate beneficial owners is a third party independent of the Company and its connected persons. Qiyuan Fund will not become a substantial shareholder of the Company as a result of its subscription of the Domestic Shares pursuant to the relevant Subscription Agreement.

• 18 -

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LETTER FROM THE BOARD

CNSH Zerun

CNSH Zerun is a limited partnership established in the PRC in August 2024. CNSH Zerun is an investment fund managed by CN Merchants Co., Ltd. (蒼南招商有限公司) as its general partner and is principally engaged in private equity investments. As of the Latest Practicable Date, CNSH Zerun had two limited partners, being CNSH Industrial Group Co., Ltd. (蒼南縣山海實業集團有限公司) and CN Energy Group Co., Ltd. (蒼南縣能源集團有限公司), each holding approximately 49.9% partnership interest. CN Merchants Co., Ltd. is indirectly wholly owned by the Cangnan County Finance Bureau (蒼南縣財政局). In respect of the two limited partners of CNSH Zerun, CN Energy Group Co., Ltd. is a wholly-owned subsidiary of CNSH Industrial Group Co., Ltd., which is in turn wholly owned by the Cangnan County Finance Bureau (蒼南縣財政局).

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of CNSH Zerun, its general partner, limited partners and ultimate beneficial owners is a third party independent of the Company and its connected persons. CNSH Zerun will not become a substantial shareholder of the Company as a result of its subscription of the Domestic Shares pursuant to the relevant Subscription Agreement.

As the completion of the proposed issuance of the Subscription Shares is subject to the satisfaction of certain conditions precedent, the proposed issuance of the Subscription Shares may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

3. GRANT OF AUTHORITY TO THE BOARD TO HANDLE MATTERS IN RELATION TO THE ISSUANCE OF SUBSCRIPTION SHARES

A special resolution will hereby be proposed at the EGM for the Shareholders to authorize the Board, which would in turn authorize Mr. LIN Qi (the chairman of the Board), to handle and ratify matters in relation to the proposed issuance of the Subscription Shares, including but not limited to:

1. signing and submitting the applications, reports and other documents related to the issuance of the Subscription Shares to the regulatory authorities, making appropriate amendments thereto according to the actual situation of the issuance of the Subscription Shares, and completing certain procedures such as those for approvals, registration, filings, licensing and authorizations;

2. determining details of the issuance of the Subscription Shares, including the determination of the number of shares to be issued, the subscribers, the final subscription price, the offering time and method, the lock-up period, the execution, implementation, modification and termination of any agreements, contracts or other documents related to the issuance of the Subscription Shares, the specific investment amount to be invested with the proceeds from the issuance of the Subscription Shares and other relevant matters;

3. 19 -

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LETTER FROM THE BOARD

1. making corresponding adjustments to the issuance of the Subscription Shares and other relevant matters (including the suspension and termination thereof), except for matters that are required to be re-voted at meetings pursuant to the requirements of relevant laws, regulations, normative documents and the Articles of Association;

2. negotiating and signing the Subscription Agreements and confirming any amendments to the Subscription Agreements;

3. handling the relevant matters in relation to obtaining the approval from the relevant regulatory authorities for the issuance of the Subscription Shares;

4. engaging and appointing domestic and overseas lawyers and other professional parties in relation to the issuance of the Subscription Shares, and signing the engagement letters and other relevant legal documents according to the actual needs of the issuance of the Subscription Shares;

5. signing, implementing, modifying and completing all the documents related to the issuance of the Subscription Shares and conducting all the desirable or appropriate actions and matters related to the issuance of the Subscription Shares;

6. approving the publication of the announcements, circulars and notices related to the issuance of the Subscription Shares on the websites of the Stock Exchange and the Company, and submitting the relevant forms, documents or other information to the Stock Exchange where required;

7. making corresponding amendments to the provisions in the Articles of Association such as those in respect of the registered capital of the Company, and completing the alteration, filings, registration and other relevant formalities with the Company's registration and regulatory authorities and other relevant governmental authorities upon the completion of the issuance of the Subscription Shares; and

8. taking all necessary actions to handle other matters related to the issuance of Subscription Shares in compliance with the relevant laws and regulations.

The validity period of the aforesaid authorization shall be 12 months from the date for consideration and approval of the same at the EGM.

• 20 -

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LETTER FROM THE BOARD

4. ISSUANCE OF SUBSCRIPTION SHARES ON A NON-PRE-EMPTIVE BASIS

Under the Articles of Association, no pre-emptive right in respect of any issuance of Shares is provided for the Shareholders. The Board has resolved that the proposed issuance of the Subscription Shares shall be conducted on a non-pre-emptive basis. A special resolution will be hereby proposed at the EGM for the Shareholders to consider and approve that the proposed issuance of the Subscription Shares shall be conducted on a non-pre-emptive basis.

5. PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Upon completion of the Subscriptions, the Board proposes to make conforming amendments to Articles 4 and 20 of the Articles of Association in respect of the registered capital of the Company and the number of Shares. Details of the proposed amendments to the Articles of Association are set out as follows.

Existing Articles of Association		Proposed Amendments to the Articles of Association
Article 4	The registered capital of the Company is RMB86,162,471.	Article 4	The registered capital of the Company is RMB86,162,471
RMB88,134,301.
Article 20	The Issuance Shares are 86,162,471 all of which are ordinary share.	Article 20	The Issuance Shares are 86,162,471-88,134,301 all of which are ordinary share.

Pursuant to the Articles of Association and the relevant laws and regulations in the PRC, the proposed amendments to the Articles of Association are subject to the approval of the Shareholders by way of a special resolution at a general meeting. A special resolution will hereby be proposed at the EGM for the Shareholders to consider and approve the proposed amendments to the Articles of Association.

The legal advisers of the Company as to Hong Kong laws and PRC laws have confirmed, respectively, that the proposed amendments to the Articles of Association are in compliance with the Listing Rules and applicable laws and regulations in the PRC. The Company also confirmed that there is nothing unusual about the proposed amendments to the Articles of Association for a company incorporated in the PRC and listed in Hong Kong.

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LETTER FROM THE BOARD

The Articles of Association are prepared in Chinese without a formal English version. As such, any English translation shall be for reference only. In the event of any inconsistency, the Chinese version shall prevail. After the proposed amendments to the Articles of Association take effect, the full text of the revised Articles of Association will be published on the websites of the Stock Exchange and the Company.

6. EGM AND PROXY FORM

The Company will hold the EGM at 2/F, Unit 1, No. 655 Jinyuanyi Road, Jiading District, Shanghai, PRC on Thursday, June 26, 2025 at 10:00 a.m. for the Shareholders to consider, and if thought fit, approve the resolutions as set out in the notice of the EGM. The notice of the EGM is set out on pages 24 to 26 of this circular.

The proxy form for the EGM is enclosed with this circular and is published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.refire.com).

If you intend to appoint a proxy to attend the EGM, you are required to duly complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares) or the Company's registered office at Room 1004, 1/F, Unit 1, 1555 Jingyuan Road, Jiading District, Shanghai, PRC (for holders of Domestic Shares) as soon as possible and in any event not less than 24 hours before the time fixed for the holding of the EGM or any adjournment thereof (as the case may be) (which is 10:00 a.m. on Wednesday, June 25, 2025 (or other date in the event of any adjournment thereof)). Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

7. CLOSURE OF REGISTER OF MEMBERS OF H SHARES AND ASCERTAINING OF ELIGIBILITY FOR ATTENDING THE EGM

The register of members of H Shares will be closed from Monday, June 23, 2025 to Thursday, June 26, 2025, both days inclusive, during which no transfer of H Shares will be registered, in order to determine the holders of the H Shares who are entitled to attend and vote at the EGM. Shareholders whose names appear on the register of members of the Company on June 26, 2025 are entitled to attend and vote at the EGM.

To be eligible to attend and vote at the EGM, all properly completed transfer documents in respect of H Shares, accompanied by relevant share certificate(s), must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, June 20, 2025 for registration.

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LETTER FROM THE BOARD

8. VOTING BY WAY OF POLL

In accordance with Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at the EGM must be taken by poll. As such, the resolution as set out in the notice convening the EGM will be voted by poll.

As of the Latest Practicable Date, to the best knowledge of the Directors, no Shareholder is deemed to have a material interest in any resolution to be proposed at the EGM and no Shareholder is required to abstain from voting on any resolution to be proposed at the EGM.

The announcement of the poll results of the EGM will be published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.refire.com) after the conclusion of the EGM in accordance with the requirements of the Listing Rules.

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there is no other matter the omission of which would make any statement in this circular misleading.

10. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that all resolutions to be proposed at the EGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of all resolutions to be proposed at the EGM.

Yours faithfully,

By order of the Board

Shanghai REFIRE Group Limited

Mr. LIN Qi

Chairman of the Board

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NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

REFIRE

Shanghai REFIRE Group Limited

上海重塑能源集團股份有限公司

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

(Stock Code: 2570)

NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 second extraordinary general meeting (the "EGM") of Shanghai REFIRE Group Limited (the "Company") will be held at 2/F, Unit 1, No. 655 Jinyuanyi Road, Jiading District, Shanghai, the People's Republic of China on Thursday, June 26, 2025 at 10:00 a.m. for the purpose of considering, and if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. To consider and approve the proposed issuance of domestic shares of the Company under a specific mandate (the "Issuance") and the subscription agreements with Xi'an Gaotou Qiyuan Hard Technology Investment Fund Partnership (Limited Partnership) (西安高投啟源硬科技投資基金合夥企業(有限合夥)) and CNSH Zerun Energy Partnership (Limited Partnership) (蒼南山海澤潤能源合夥企業(有限合夥));
2. To consider and approve the grant of authority to the board of directors of the Company to handle matters in relation to the Issuance;
3. To consider and approve that the Issuance shall be conducted on a non-pre-emptive basis; and
4. To consider and approve the proposed amendments to the articles of association of the Company.

By order of the Board

Shanghai REFIRE Group Limited

Mr. LIN Qi

Chairman of the Board

Hong Kong, June 8, 2025

As at the date of this notice, the board of directors of the Company comprises Mr. LIN Qi, Dr. HU Zhe, Ms. MA Audrey Jing Nan, Dr. ZHAI Shuang and Mr. ZHAO Yongsheng as executive directors, Mr. LIU Huiyou as non-executive director, and Mr. LI Wei, Dr. QIAN Meifen and Mr. CHEN Fei as independent non-executive directors.

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NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

Notes:

1. Closure of register of members of H shares of the Company (“H Shares”) and ascertaining of eligibility for attending the EGM

The register of members of H Shares will be closed from Monday, June 23, 2025 to Thursday, June 26, 2025, both days inclusive, during which no transfer of H Shares will be registered, in order to determine the holders of the H Shares who are entitled to attend and vote at the EGM. To be eligible to attend and vote at the EGM, all properly completed transfer documents in respect of H Shares, accompanied by relevant share certificate(s), must be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, June 20, 2025 for registration.

1. Proxy

(1) Each shareholder of the Company entitled to attend and vote at the EGM may appoint one or more proxies in writing to attend and vote at the meeting on his/her/its behalf. A proxy needs not be a shareholder of the Company.

(2) The instrument appointing a proxy must be in writing under the hand of the appointor or his/her attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign or other document of authorization must be notarized.

(3) To be valid, the proxy form and notarized power of attorney or other document of authorization (if any) must be delivered to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) or the Company’s registered office at Room 1004, 1/F, Unit 1, 1555 Jingyuan Road, Jiading District, Shanghai, PRC (for holders of domestic shares of the Company) not less than 24 hours before the time fixed for the holding of the EGM or any adjournment thereof (as the case may be) (which is 10:00 a.m. on Wednesday, June 25, 2025 (or other date in the event of any adjournment thereof)). Completion and return of the proxy form will not preclude shareholders of the Company from attending and vote at the EGM should they so wish.

1. Registration procedures for attending the EGM

(1) Shareholders of the Company whose names appear on the register of members of the Company on June 26, 2025 will be entitled to attend and vote at the EGM or any adjournment thereof.

(2) A shareholder or his/her/its proxy should present proof of identity when attending the EGM. If a shareholder is a legal person, its legal representative or other person authorized by the board or other governing body of such shareholder may attend the EGM by providing a copy of the resolution of the board or other governing body of such shareholder appointing such person to attend the EGM.

(3) Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares of the Company as if he/she/it was solely entitled thereto; but if more than one of such joint holders are present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

(4) Shareholders or proxies attending the EGM should state clearly, in respect of each resolution requiring a vote, whether they are voting for or against a resolution. The votes abstained will not be counted in the calculation of the required majority.

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NOTICE OF 2025 SECOND EXTRAORDINARY GENERAL MEETING

4. Voting method at the EGM

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the EGM will demand a poll in relation to the proposed resolutions at the EGM.

5. Miscellaneous

(1) The EGM is expected to take no more than half a day. Shareholders who attend the EGM shall bear their own travelling and accommodation expenses.

(2) The address of the Company’s H share registrar is:

Shops 1712-1716, 17th Floor, Hopewell Centre
183 Queen’s Road East
Wanchai, Hong Kong

(3) The address of the Company’s registered office and the contact details of the Company are:

Room 1004, 1/F, Unit 1
1555 Jingyuan Road
Jiading District
Shanghai PRC

Telephone: +86 21 6025 7126
Email: refire.ir@refire.com

(4) References to times and dates in this notice are to Hong Kong local times and dates.

6. Arrangements for bad weather

The EGM may be postponed to a later date and/or time or cancelled if the EGM cannot be held due to bad weather. The Company will publish an announcement on the Stock Exchange’s website (www.hkexnews.hk) and the Company’s website (www.refire.com) to notify shareholders of the Company of the date, time and place of the rescheduled meeting.