THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, registered dealer in securities, 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 with the enclosed proxy form to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer 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.

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) WORK REPORT OF THE BOARD OF DIRECTORS FOR 2024;
(2) WORK REPORT OF THE SUPERVISORY COMMITTEE FOR 2024;
(3) AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR 2024;
(4) 2024 ANNUAL REPORT;
(5) ANNUAL FINANCIAL BUDGET REPORT FOR 2024;
(6) ANNUAL FINANCIAL BUDGET PLAN FOR 2025;
(7) 2024 PROFIT DISTRIBUTION PLAN;
(8) RELATED PARTY TRANSACTIONS FOR 2024;
(9) PROPOSED RELATED PARTY TRANSACTIONS FOR 2025;
(10) RE-APPOINTMENT OF AUDITORS;
(11) PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO SUBSIDIARIES FOR 2025;
(12) PROPOSED APPLICATIONS FOR CREDIT FACILITIES AND PROVISION OF GUARANTEES TO SUBSIDIARIES FOR 2025;
(13) PROPOSED DISSOLUTION OF SUPERVISORY COMMITTEE;
(14) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
(15) PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO ISSUE SHARES;
AND
(16) NOTICE OF ANNUAL GENERAL MEETING

Capitalized terms used on this cover page shall have the same meanings as those defined in this circular.

The Company will convene and hold the AGM at 2/F, Unit 1, No. 655 Jinyuanyi Road, Jiading District, Shanghai, PRC at 10:00 a.m. on Monday, May 19, 2025, the notice of which is set out on pages AGM-1 to AGM-4 of this circular. The proxy form for use at the AGM is enclosed herein, which was also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.refire.com).

If you intend to attend the AGM 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 AGM or any adjournment thereof (as the case may be) (which is 10:00 a.m. on Sunday, May 18, 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 AGM or any adjournment thereof if you so wish.

References to times and dates in this circular are to Hong Kong local times and dates.

April 25, 2025

CONTENTS

Page

DEFINITIONS ... 1

LETTER FROM THE BOARD ... 4

NOTICE OF ANNUAL GENERAL MEETING ... AGM-1

DEFINITIONS

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

“2024 Annual Report” the annual report of the Company for the year ended December 31, 2024 published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.refire.com)

“AGM” or “Annual General Meeting” the annual general meeting of the Company to be held at 2/F, Unit 1, No. 655 Jinyuanyi Road, Jiading District, Shanghai, PRC at 10:00 a.m. on Monday, May 19, 2025 or any adjournment thereof and notice of which is set out on pages AGM-1 to AGM-4 of this circular

“Articles of Association” the articles of association of the Company, as amended, modified or supplemented from time to time

“associate(s)” has the meaning ascribed thereto under the Listing Rules

“Audit Committee” the audit committee of the Board

“Board” or “Board of Directors” the board of Directors

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

“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

“Director(s)” the director(s) of the Company

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

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

DEFINITIONS

“Group”, “our Group”, “our”, we”, or “us”
the Company and its subsidiaries, or any one of them as the context may require or, where the context refers to any time prior to its incorporation, the business which its predecessors or the predecessors of its present subsidiaries, or any one of them as the context may require, were or was engaged in and which were subsequently assumed by it

“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

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

“Hong Kong dollars” or “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”
April 24, 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

“Listing Date”
December 6, 2024, 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 from time to time

“Main Board”
the stock market (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with the GEM of the Stock Exchange

“PRC Company Law”
the Company Law of the People’s Republic of China (《中華人民共和國公司法》), as amended, supplemented or otherwise modified from time to time

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

“SFO”
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time

DEFINITIONS
“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)
“subsidiary(ies)”	has the meaning ascribed thereto under the Listing Rules
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor(s)”	member(s) of the Supervisory Committee
“Supervisory Committee”	the supervisory committee of the Company
“%”	per cent

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

April 25, 2025

To the Shareholders

Dear Sir or Madam,

AND

(16) NOTICE OF ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

I. INTRODUCTION

This circular is intended to provide you with the notice of the AGM and all 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 AGM.

II. MATTERS TO BE RESOLVED AT THE AGM

At the AGM, separate ordinary resolutions will be proposed for the approval of (1) the work report of the Board of Directors for 2024 (the “Work Report of the Board of Directors for 2024”); (2) the work report of the Supervisory Committee for 2024 (the “Work Report of the Supervisory Committee for 2024”); (3) the audited consolidated financial statements of the Group for 2024 (the “2024 Financial Statements”); (4) the 2024 Annual Report; (5) the annual financial budget report for 2024; (6) the annual financial budget plan for 2025; (7) the 2024 profit distribution plan; (8) related party transactions for 2024; (9) proposed related party transactions for 2025; (10) re-appointment of auditors and the authorization to the Board to determine its remuneration; (11) proposed provision of financial assistance to subsidiaries for 2025; and (12) proposed applications for credit facilities and provision of guarantees to subsidiaries for 2025, and separate special resolutions will be proposed for the approval of the (13) proposed dissolution of the Supervisory Committee; (14) proposed amendments to the Articles of Association; and (15) proposed granting of a general mandate to the Board to issue Shares.

ORDINARY RESOLUTIONS

1. WORK REPORT OF BOARD OF DIRECTORS FOR 2024

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the Work Report of the Board of Directors for 2024. The report was approved by the Board on April 17, 2025. Details are set out in the “Report of the Board of Directors” section of the 2024 Annual Report.

2. WORK REPORT OF SUPERVISORY COMMITTEE FOR 2024

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the Work Report of the Supervisory Committee of the Company for 2024. The report was approved by the Supervisory Committee on April 17, 2025. Details are set out in the “Report of the Supervisory Committee” section of the 2024 Annual Report.

LETTER FROM THE BOARD

3. AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR 2024

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the 2024 Financial Statements.

The 2024 Financial Statements were approved by the Board on April 17, 2025. Please refer to the audited consolidated financial statements contained in the 2024 Annual Report.

4. 2024 ANNUAL REPORT

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the 2024 Annual Report.

The 2024 Annual Report was approved by the Board on April 17, 2025. Please refer to the the 2024 Annual Report.

5. ANNUAL FINANCIAL BUDGET REPORT FOR 2024

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the annual financial budget report for 2024 of the Company. The report was approved by the Board on April 17, 2025. Details are set out below.

Unit: RMB'000

1. Major financial data and indicators for 2024

Items	2024
Operating revenue	648,775
Net loss attributable to shareholders of the parent	(737,301)
Items	At the end of the year 2024
Total assets	4,692,131
Total liabilities	2,753,042
Equity attributable to owners of the parent	2,036,150

LETTER FROM THE BOARD

2. Information on major assets and liabilities

Items	2024
Cash and cash equivalents	883,356
Trade and bills receivables	2,320,005
Inventories	296,875
Property, plant and equipment	394,254
Right-of-use assets	91,058
Items	2024
---	---
Trade and bills payables	873,823
Other payables and accruals	140,328
Short-term borrowings	1,054,234
Long-term borrowings	504,776

3. Main expense

Items	2024
Selling and marketing expenses	(139,485)
Administrative expenses	(454,886)
Research and development expenses	(219,368)
Financial expenses	(57,593)

4. Cash flow analysis

Items	2024
Net cash flows used in operating activities	(393,221)
Net cash flows used in investing activities	(210,031)
Net cash flows from financing activities	821,620

6. ANNUAL FINANCIAL BUDGET PLAN FOR 2025

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the annual financial budget plan for 2025 of the Company. The budget plan was approved by the Board on April 17, 2025. Details are set out below.

Based on the Company's primary revenue targets, all variable expenses are in line with revenue, while the budgeting for fixed expenses, asset impairment losses, and investment income is based on the 2024 expenditure and the changes in business growth in 2025. Accordingly, the Company has prepared the expense budget plan for 2025.

LETTER FROM THE BOARD

7. 2024 PROFIT DISTRIBUTION PLAN

According to the resolution adopted by the Board on March 28, 2025, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the 2024 profit distribution plan. According to the annual results announcement for the year ended December 31, 2024 of the Company published on March 28, 2025, the cumulative undistributed profits of the Company attributable to the shareholders of the parent company as of December 31, 2024 were negative. The Board of Directors has resolved that no profit distribution will be made for the year.

The 2024 profit distribution plan was considered and approved by the Board on March 28, 2025, and will hereby be proposed at the AGM for consideration and approval as an ordinary resolution.

8. RELATED PARTY TRANSACTIONS FOR 2024

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the resolution on confirmation of daily related party transactions of the Company in 2024.

In order to meet the Company's production and operation letter from the board needs, the Company had related party transactions with various related parties in 2024, and the types of the related party transactions included fuel cell assembly sales, system purchases, etc. The Directors confirm that the related party transactions between the Company and the related parties in 2024 are genuine, legal and valid with fair pricing. The related party transactions between the Company and related parties in 2024 did not jeopardise the interests of the Company or other Shareholders, especially minority Shareholders, and the Company has taken effective measures to regulate and reduce related party transactions.

This resolution involves related party transactions. The related Shareholders, namely Mr. LIN Qi, his controlled entities (namely, Shanghai Weiqing Management Consulting Partnership (Limited Partnership) (上海蔚清管理諮詢合夥企業(有限合夥)), Shanghai Weilan Business Consulting Partnership (Limited Partnership) (上海蔚瀾商務諮詢合夥企業(有限合夥)) and Shanghai Weijing Management Consulting Partnership (Limited Partnership) (上海蔚鏡管理諮詢合夥企業(有限合夥))) and Ms. MA Audrey Jing Nan, shall abstain from voting on this resolution at the AGM.

9. PROPOSED RELATED PARTY TRANSACTIONS FOR 2025

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the proposed related party transactions of the Company for 2025. The related party transactions primarily relate to the Company's principal business operations, including but not limited to the sale of fuel cell systems and system procurement. Such related party transactions will be priced fairly with reference to historical transactions and prevailing market prices, and are necessary and reasonable for the Company's production and operations.

LETTER FROM THE BOARD

This resolution involves related party transactions. The related Shareholders, Mr. LIN Qi and his controlled entities (namely, Shanghai Weiqing Management Consulting Partnership (Limited Partnership) (上海蔚清管理諮詢合夥企業(有限合夥)), Shanghai Weilan Business Consulting Partnership (Limited Partnership) (上海蔚瀾商務諮詢合夥企業(有限合夥)) and Shanghai Weijing Management Consulting Partnership (Limited Partnership) (上海蔚鏡管理諮詢合夥企業(有限合夥))), shall abstain from voting on this resolution at the AGM.

10. RE-APPOINTMENT OF AUDITORS AND AUTHORIZATION TO THE BOARD TO DETERMINE ITS REMUNERATION

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the re-appointment of Ernst & Young to serve as the external auditors of the Company for 2025 with a term until the end of the next annual general meeting and to authorize the Board to determine its remuneration.

11. PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO SUBSIDIARIES FOR 2025

To enhance the synergies of the Group's development and to promote steady growth in sales and production capacity, the Company plans to provide financial support to its subsidiaries during 2025. Prior to the general meeting to be held in the following year, the controlling subsidiaries may submit loan applications to the Company based on their daily operational needs. Such applications shall specify the loan amount, term and purpose. The loan amount shall be calculated on a rolling basis with loan term of less than one year. If an extension of any existing loan is required, the extended term shall be included in the financial support limit provided by the Company for 2025.

It is proposed that the mandate be granted to the Company's management or its authorised representatives to approve the drawdown applications in respect of the above financial support, execute the relevant legal documents and complete the related procedures.

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the proposed provision of financial assistance by the Company to its subsidiaries.

12. PROPOSED APPLICATIONS FOR CREDIT FACILITIES AND PROVISION OF GUARANTEES TO SUBSIDIARIES FOR 2025

To meet the needs of the Company's production, operations and business development, the Company and its controlling subsidiaries intend to apply for credit facilities from commercial banks and financial leasing companies in 2025. The Company and its controlling subsidiaries shall be entitled to obtain revolving loans within the approved credit facility limit, the facility period of which shall commence from the date of approval by the AGM and end on the date of the general meeting to be held in the following year. The types of credit facilities shall include mainstream and feasibly assessed financing methods and products in the market. The loan proceeds will mainly be used for daily operations, production and procurement,

LETTER FROM THE BOARD

project investment, and other purposes of the Company. The credit-granting financial institutions shall be financial institutions duly licensed to conduct financial business operations. Subject to the requirements of the lending banks, the Company may jointly and severally provide guarantees for the relevant liabilities.

The aforesaid credit facility limit does not represent the actual amount of credit facilities granted to the Company, nor does it constitute actual credit facilities. The final credit facility limit shall be subject to the approval of the relevant financial institutions. The specific financing amount will be determined based on the Company's actual operating capital requirements, and the terms such as interest rate and financing period shall be subject to the final contracts executed.

It is proposed that the mandate be granted to the Company's management to determine the financial institutions from which credit facilities are to be sought and the specific use of the loan proceeds, provided that such actions comply with laws, regulations and the Company's internal policies, and to execute legal documents and complete related procedures in respect of the credit facilities within the scope of the above-mentioned credit facilities.

An ordinary resolution will be proposed at the AGM for the Shareholders to consider and approve the proposed application for credit facilities and provision of guarantees by the Company to its subsidiaries for 2025.

SPECIAL RESOLUTIONS

13. PROPOSED DISSOLUTION OF SUPERVISORY COMMITTEE

Reference is made to the announcement of the Company dated April 17, 2025.

Pursuant to the amendments to the Company Law of the People's Republic of China (《中華人民共和國公司法》) effective on July 1, 2024 (the "New Company Law"), a joint stock limited company may, in accordance with its articles of association, instead of establishing a supervisory committee, establish an audit committee which comprises Directors and discharges the duties of the supervisory committee as prescribed under the New Company Law.

On April 17, 2025, in light of the New Company Law, the Board resolved and proposed to dissolve the Supervisory Committee (the "Proposed Dissolution"), following which the duties of the Supervisory Committee will be discharged by the Audit Committee.

Pursuant to the Articles of Association and the relevant laws and regulations in the PRC, the Proposed Dissolution is 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 AGM for the Shareholders to consider and approve the Proposed Dissolution.

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LETTER FROM THE BOARD

Each of the Supervisors will resign as a Supervisor conditional upon the approval of the Proposed Dissolution at the AGM and with effect from the date of the AGM. Each of the Supervisors has confirmed that he has no disagreement with the Board or the Supervisory Committee, and there is no matter relating to his proposed resignation that needs to be brought to the attention of the Shareholders or the Stock Exchange.

11 -

LETTER FROM THE BOARD

14. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated April 17, 2025.

In light of the New Company Law and the Proposed Dissolution, as well as the consultation conclusions on "Proposals to Further Expand the Paperless Listing Regime and other Rule Amendments" published by the Stock Exchange on January 24, 2025, and to further improve the corporate governance of the Company, the Board resolved and proposed to amend the Articles of Association in accordance with the requirements of the New Company Law and the Listing Rules, and make adjustments to certain provisions in the Articles of Association after taking into consideration, among others, the operational and management needs of the Company (collectively, the "Proposed Amendments").

The Proposed Amendments to the Articles of Association are as follows (shown with strikethrough to denote text to be deleted and underline to denote text to be added):

No.	Before amendments	After amendments
1	N/A	Article 4 The registered capital of the Company is RMB86,162,471.
2	Article 7 The Articles of Association shall be legally binding upon the Company and its shareholders, Directors, supervisors (hereinafter referred to as the “Supervisors”) and senior management personnel, all of whom shall be entitled to assert their rights on matters in relation to the Company in accordance with the Articles of Association.

Pursuant to the Articles of Association, shareholders may institute any legal proceeding against other shareholders; shareholders may institute any legal proceeding against Directors, Supervisors, the chief executive officer (hereinafter referred to as the “CEO”) and other senior management personnel of the Company; shareholders may institute any legal proceeding against the Company, while the Company may institute any legal proceeding against its shareholders, Directors, Supervisors, the CEO and other senior management personnel.

For the purposes of the preceding paragraph, the term “institute any legal proceeding” shall include the filing of a lawsuit with the court or the filing of an application for arbitration with an arbitral body. | Article 78 The Articles of Association shall be legally binding upon the Company and its shareholders, Directors, supervisors (hereinafter referred to as the “Supervisors”) and senior management personnel, all of whom shall be entitled to assert their rights on matters in relation to the Company in accordance with the Articles of Association.

Pursuant to the Articles of Association, shareholders may institute any legal proceeding against other shareholders; shareholders may institute any legal proceeding against Directors, Supervisors, the chief executive officer (hereinafter referred to as the “CEO”) and other senior management personnel of the Company; shareholders may institute any legal proceeding against its shareholders, Directors, Supervisors, the CEO and other senior management personnel.

LETTER FROM THE BOARD

No.	Before amendments	After amendments
3	Article 11 As registered according to the law, the Company’s scope of business covers the following: general items: technology development, technology transfer, technology consulting, technology services, technology exchanges and technology promotion in the field of new energy vehicles; international freight forwarding agent; sales of plastic products; software development; information consulting services (excluding permitted information consulting services); conference and exhibition services; sales of construction and decoration materials; computer system services; information system integration services; retail of computer hardware and software and auxiliary equipment; sales of mechanical equipment; sales of metal products; sales of coal and coal products; property management; sales of office supplies; information technology consulting services; cloud computing equipment technology services. (Except for items subject to approval according to law, business activities should be carried out independently with business license according to law).	Article 11-12 As registered according to the law, the Company’s scope of business covers the following: general items: engineering and technology research and experimental development; manufacturing of mechanical and electrical equipment; sales of generators and generator sets; sales of mechanical and electrical equipment; sales of mechanical equipment; sales of battery accessories; sales of batteries; sales of non-ferrous metal alloys; sales of electric accessories for new energy vehicles; sales of power electronic components; sales of civil aviation materials; sales of petroleum products (excluding hazardous chemicals); sales of new membrane materials; sales of graphite and carbon products; sales of coal and coal products; sales of chemical products (excluding licensed chemical products); sales of specialised chemical products (excluding hazardous chemicals); sales of metal materials; sales of construction materials; sales of plastic products; sales of rubber products; information technology consulting services; rental operation services for small and micro passenger vehicles; non-residential real estate leasing; motor vehicle repair and maintenance; repair of general equipment; repair of instruments and meters; technology services, technology development, technology transfer, technology consulting, technology services, technology exchanges, technology transfer and technology promotion in the field of new energy vehicles; international freight forwarding agent; sales of plastic products; software development; information consulting services (excluding permitted information consulting services); conference and exhibition services; sales of construction and decoration materials; computer system services; information system integration services; retail of computer hardware and software and auxiliary equipment; sales of mechanical equipment; sales of metal products; sales of coal and coal products; property management; sales of office supplies; information technology consulting services; cloud computing equipment technology services; import and export of goods; and import and export of technology. (Except for items subject to approval according to law, business activities should be carried out independently with business license according to law).

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LETTER FROM THE BOARD

No.	Before amendments	After amendments
4	Article 18 Upon filing with the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on October 18, 2024, the Company was listed on the Main Board of the Hong Kong Stock Exchange on December 6, 2024, and the Company made an initial offering of 4,827,920 overseas listed shares (hereinafter referred to as the “H Shares”) on the Hong Kong Stock Exchange. If the over-allotment option is fully exercised, the number of H Shares to be initially offered on the Hong Kong Stock Exchange would be 5,552,100.

The registered capital of the Company before the issuance of H Shares was RMB81,311,371. | Article 189 Upon filing with the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on October 18, 2024, the Company was listed on the Main Board of the Hong Kong Stock Exchange on December 6, 2024, including the exercise of the over-allotment options, and the Company made an initial offering of 4,851,1004,827,920 overseas listed shares (hereinafter referred to as the “H Shares”) on the Hong Kong Stock Exchange. If the over-allotment option is fully exercised, the number of H Shares to be initially offered on the Hong Kong Stock Exchange would be 5,552,100.

The registered capital of the Company before the issuance of H Shares was RMB81,311,371. |
| 5 | Article 19 The registered capital of the Company before the issuance of H Shares was RMB81,311,371. | Article 1920 The Issuance Shares are 86,162,471 all of which are ordinary share. |
| 6 | Article 33 The Company or its subsidiaries (including affiliates of the Company) shall not at any time by way of gift, advance, guarantee, compensation or loans provide any financial assistance to purchasers or potential purchasers of the Company’s shares in any way. The aforesaid purchasers include persons directly or indirectly undertaking obligations because of the purchase of the Company’s shares.

The Company or its subsidiaries (including affiliates of the Company) shall not at any time or in any form provide any financial assistance to the aforesaid obligors for the purpose of reducing or discharging their obligations.

The provisions of this Article shall not apply to the circumstances described in Article 35 of the Articles of Association. | Article 335 The Company or its subsidiaries (including affiliates of the Company) shall not at any time by way of gift, advance, guarantee, compensation or loans provide any financial assistance to purchasers or potential purchasers of the Company’s shares in any way. The aforesaid purchasers include persons directly or indirectly undertaking obligations because of the purchase of the Company’s shares.

The provisions of this Article shall not apply to the circumstances described in Article 35 of the Articles of Association. |
| 7 | Article 35 The acts listed below are not prohibited by Article 33 of the Articles of Association, subject to any prohibitions by the relevant laws, administrative regulations, departmental rules and normative documents: | Article 3537 The acts listed below are not prohibited by Article 335 of the Articles of Association, subject to any prohibitions by the relevant laws, administrative regulations, departmental rules and normative documents: |
| 8 | Article 45 Any person that challenges the register of shareholders and requests his/her name to be entered into or removed from the register of shareholders, may apply to a court with jurisdiction for rectification of the register of shareholders. | Article 45 Any person that challenges the register of shareholders and requests his/her name to be entered into or removed from the register of shareholders, may apply to a court with jurisdiction for rectification of the register of shareholders. |

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LETTER FROM THE BOARD

No.	Before amendments	After amendments
9	Article 50 Shareholders of ordinary shares of the Company shall enjoy the following rights:

the rights to inspect and obtain photocopies of the following information upon payment of a fee covering the cost:

(1) all parts of the register of members (the list of all shareholders at the close of share registration on the record date of the Company’s latest periodic report);

(2) personal particulars of the Directors, Supervisors, CEO and other senior management personnel of the Company, including:

(5) meeting minutes of general meetings, Board meetings and meetings of the supervisory committee of the Company (hereinafter referred to as the “Supervisory Committee”) (only available for shareholders’ inspection) and copies of the resolutions of these meetings;

(6) the latest audited financial statements of the Company and the reports of the Board, auditors and the Supervisory Committee; | Article 50 Shareholders of ordinary shares of the Company shall enjoy the following rights:

the rights to inspect and obtain photocopies of the following information upon payment of a fee covering the cost:

(1) all parts of the register of members (the list of all shareholders at the close of share registration on the record date of the Company’s latest periodic report);

(2) personal particulars of the Directors, Supervisors, CEO and other senior management personnel of the Company, including:

(5) meeting minutes of general meetings; and Board meetings and—meetings—of—the supervisory committee of the Company (hereinafter referred to—as the “Supervisory Committee”) (only available for shareholders’ inspection) and copies of the resolutions of these meetings;

(6) the latest audited financial statements of the Company and the reports of the Board, auditors and the Supervisory Audit Committee; |

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LETTER FROM THE BOARD

No.	Before amendments	After amendments
10	Article 51 If a Director or senior management personnel causes losses to the Company by violation of the requirements of the laws, administrative regulations or the provisions under the Articles of Association during the performance of his/her duties, he/she shall be liable for compensation. Shareholders who hold more than 1%, individually or jointly, of the Company’s issued voting shares for more than 180 consecutive days, have the right to request in writing that the Supervisory Committee file a lawsuit with the people’s court; if the Supervisory Committee causes losses to the Company by violation of the requirements of the laws, administrative regulations or the provisions under the Articles of Association during the performance of its duties, the aforesaid shareholders can request in writing that the Board file a lawsuit with the people’s court.

Upon receipt of the written request by the shareholders as stipulated in the preceding paragraph, in case the Supervisory Committee or the Board refuses to file a lawsuit or fails to file a lawsuit within 30 days from the date of receiving such request, or under urgent circumstances that failure in filing a lawsuit immediately would cause irreparable damages to the Company’s interests, the shareholders as stipulated in the preceding paragraph shall have the right to file a lawsuit with the people’s court directly in their own name for the Company’s interests. | Article 512 If a Director or senior management personnel causes losses to the Company by violation of the requirements of the laws, administrative regulations or the provisions under the Articles of Association during the performance of his/her duties, he/she shall be liable for compensation. Shareholders who hold more than 1%, individually or jointly, of the Company’s issued voting shares for more than 180 consecutive days, have the right to request in writing that the Supervisory Audit Committee file a lawsuit with the people’s court; if the Supervisory Audit Committee causes losses to the Company by violation of the requirements of the laws, administrative regulations or the provisions under the Articles of Association during the performance of its duties, the aforesaid shareholders can request in writing that the Board file a lawsuit with the people’s court.

16 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
11	Article 55 In addition to obligations imposed by the laws, administrative regulations or required by the regulatory rules of the place where the Company’s shares are listed, a controlling shareholder shall not exercise his/her voting rights in respect of the following matters in a manner prejudicial to the interests the shareholders generally or partially:

(I) to relieve a Director or Supervisor of his/her duty to act honestly in the best interests of the Company;

(II) to approve the expropriation by a Director or Supervisor (for his/her own benefit or for the benefit of another person), in any guise, of the Company’s property, including (without limitation) opportunities beneficial to the Company; and

(III) to approve the expropriation by a Director or Supervisor (for his/her own benefit or for the benefit of another person) of the individual rights or interests of other shareholders, including (but is not limited to) rights to distributions and voting rights, save for the Company’s restructuring submitted to the general meeting for approval in accordance with the Articles of Association. | Article 556 In addition to obligations imposed by the laws, administrative regulations or required by the regulatory rules of the place where the Company’s shares are listed, a controlling shareholder shall not exercise his/her voting rights in respect of the following matters in a manner prejudicial to the interests the shareholders generally or partially:

(I) to relieve a Director or Supervisor of his/her duty to act honestly in the best interests of the Company;

17 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
12	Article 57 The general meeting acts as the organ of authority of the Company which, according to the laws, exercises the following authorities:

(I) to elect and replace Directors and Supervisors who are not staff representatives, and to decide on matters relating to their remuneration;

(II) to review and approve the reports of the Board;

(III) to review and approve the reports of the Supervisory Committee;

(IV) to review and approve the profit distribution plan and loss recovery plan of the Company;

(V) to make resolutions on the increase or reduction of the Company’s registered capital;

(VI) to make resolutions on the issuance of corporate bonds, shares of any class, stock warrant and other similar securities and listing plans thereof;

(VII) to make resolutions on matters such as the merger, division, dissolution, liquidation or change in the form of the Company;

(VIII) to amend the Articles of Association;

(IX) to make resolutions on the appointment or dismissal or non-renewal of engagement of accounting firms by the Company;

(X) to examine and approve the external guarantees of the Company that require the approval by the general meetings; | Article 578 The general meeting acts as the organ of authority of the Company which, according to the laws, exercises the following authorities:

(I) to elect and replace Directors and Supervisors—who are not staff representatives, and to decide on matters relating to their remuneration;

(II) to review and approve the reports of the Board;

(III) to review and approve the reports of the Supervisory Committee;

(IV) to review and approve the profit distribution plan and loss recovery plan of the Company;

(V) to make resolutions on the increase or reduction of the Company’s registered capital;

(VI) to make resolutions on the issuance of corporate bonds, shares of any class, stock warrant and other similar securities and listing plans thereof;

(VII) to make resolutions on matters such as the merger, division, dissolution, liquidation or change in the form of the Company;

(VIII) to amend the Articles of Association;

(IX) to make resolutions on the appointment or dismissal or non-renewal of engagement of accounting firms by the Company;

(X) to examine and approve the external guarantees of the Company that require the approval by the general meetings; |

18 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
	(XI) to consider the Company’s purchase or disposal of major assets or guarantees within one year of an amount exceeding 30% of the latest audited total assets of the Company;	(XI) to consider the Company’s purchase or disposal of major assets or guarantees within one year of an amount exceeding 30% of the latest audited total assets of the Company;
	(XII) to examine and approve material transactions and connected transaction which should be submitted to the general meeting for consideration and approval in accordance with the laws, administrative regulations, regulatory rules of the place where the Company’s shares are listed and the Articles of Association;	(XII) to examine and approve material transactions and connected transaction which should be submitted to the general meeting for consideration and approval in accordance with the laws, administrative regulations, regulatory rules of the place where the Company’s shares are listed and the Articles of Association;
	(XIII) to review stock incentive plan;	(XIII) to review stock incentive plan;
	(XIV) to consider proposals raised by shareholder(s), individually or collectively, holding more than 1% of the Company’s issued voting shares;	(XIV) to consider proposals raised by shareholder(s), individually or collectively, holding more than 1% of the Company’s issued voting shares;
	(XV) to review and approve the change in use of raised funds;	(XV) to review and approve the change in use of raised funds;
	(XVI) to consider other matters that should be decided by the general meeting according to the laws, administrative regulations, departmental rules, Hong Kong Listing Rules or the Articles of Association; and	(XVI) to consider other matters that should be decided by the general meeting according to the laws, administrative regulations, departmental rules, Hong Kong Listing Rules or the Articles of Association; and
	(XVII) other matters required by the regulatory rules of the place where the Company’s shares are listed.	(XVII) other matters required by the regulatory rules of the place where the Company’s shares are listed.
	Under the condition of not breaching any relevant laws and regulations and mandatory provisions of the laws and regulations of the listing place, the general meeting may authorize or entrust the Board to handle the matters as authorized or entrusted.	Under the condition of not breaching any relevant laws and regulations and mandatory provisions of the laws and regulations of the listing place, the general meeting may authorize or entrust the Board to handle the matters as authorized or entrusted.

19 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
13	Article 58 Except where the Company is in a crisis or any special circumstance, the Company shall not enter into any contract with anyone other than the Directors, Supervisors and senior management personnel to have all or significant part of the Company’s business in the charge of such person, unless otherwise approved by the shareholders at a general meeting by way of a special resolution.	Article 589 Except where the Company is in a crisis or any special circumstance, the Company shall not enter into any contract with anyone other than the Directors, Supervisors and senior management personnel to have all or significant part of the Company’s business in the charge of such person, unless otherwise approved by the shareholders at a general meeting by way of a special resolution.
14	Article 60 The general meetings shall be divided into the annual general meetings and the extraordinary general meetings. The annual general meeting shall be convened once an accounting year, and shall be held within six months after the prior accounting year ends.

Article 61 The Company shall convene an extraordinary general meeting within two months under any of the following circumstances:
(I) when the number of Directors is less than the number specified in the Company Law or two-thirds of the number required by the Articles of Association;
(II) when the uncovered loss of the Company reaches one-third of the total paid-in share capital of the Company;
(III) at the request of shareholders who individually or collectively hold more than 10% of the Company’s issued voting shares;
(IV) when the Board considers it necessary;
(V) when the Supervisory Committee proposes such a meeting be held; and
(VI) any other circumstances required by the laws, administrative regulations, departmental rules, regulatory rules of the place where the Company’s shares are listed and the Articles of Association.
The number of shares held under the item (III) above shall be calculated from the date of such shareholder’s written request. | Article 602 The Company shall convene an extraordinary general meeting within two months under any of the following circumstances:
(I) when the number of Directors is less than the number specified in the Company Law or two-thirds of the number required by the Articles of Association;
(II) when the uncovered loss of the Company reaches one-third of the total paid-in share capital of the Company;
(III) at the request of shareholders who individually or collectively hold more than 10% of the Company’s issued voting shares;
(IV) when the Board considers it necessary;
(V) when the Supervisory—Audit Committee proposes such a meeting be held; and
(VI) any other circumstances required by the laws, administrative regulations, departmental rules, regulatory rules of the place where the Company’s shares are listed and the Articles of Association.
The number of shares held under the item (III) above shall be calculated from the date of such shareholder’s written request. |

– 20 –

LETTER FROM THE BOARD

No.	Before amendments	After amendments
15	Article 65 If the Board is unable to perform or does not perform the duty of convening a general meeting, the Supervisory Committee shall convene and preside over the meeting; if the Supervisory Committee does not convene and preside over the meeting, shareholders who individually or collectively hold more than 10% of the issued voting shares of the Company for more than 90 consecutive days may convene and preside over the meeting themselves.	Article 656 If the Board is unable to perform or does not perform the duty of convening a general meeting, the Supervisory Audit Committee shall convene and preside over the meeting; if the Supervisory Audit Committee does not convene and preside over the meeting, shareholders who individually or collectively hold more than 10% of the issued voting shares of the Company for more than 90 consecutive days may convene and preside over the meeting themselves.
16	Article 67 The Supervisory Committee is entitled to propose to the Board to convene an extraordinary general meeting, provided that the proposal shall be made in written form. The Board shall, pursuant to relevant laws, administrative regulations, the Hong Kong Listing Rules and the Articles of Association, give a written reply on whether to agree or disagree to convene the extraordinary general meeting within 10 days after receipt of the proposal.

When the Board agrees to convene the extraordinary general meeting, the Board shall, within 5 days after the Board resolution is made, issue a notice calling for the meeting. Changes in the original proposal in the notice shall be subject to the approval of the Supervisory Committee.

21 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
17	Article 68 Shareholder(s) individually or jointly holding more than 10% of the issued voting shares of the Company may sign one or more written requests of identical form and substance requesting the Board to convene an extraordinary general meeting and stating the subject of the meeting. The Board shall, pursuant to relevant laws, administrative regulations, the Hong Kong Listing Rules and the Articles of Association, give a written reply on whether to agree or disagree to convene the extraordinary general meeting within 10 days after receipt of the request. If the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after the resolution is made by the Board. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained. If the Board does not agree to convene the extraordinary general meeting or fails to give a reply within 10 days after receipt of the request, shareholder(s) severally or jointly holding more than 10% of the issued voting shares of the Company shall be entitled to propose and request in writing to the Supervisory Committee to convene an extraordinary general meeting. The Supervisory Committee shall decide whether to convene the extraordinary general meeting within 10 days after receipt of the request in accordance with the provisions of laws, administrative regulations and the Articles of Association, and give a written reply to the shareholders. If the Supervisory Committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after receipt of the said request. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained. If the Supervisory Committee fails to give the notice of such a meeting within the specified time limit, it shall be deemed to have failed to convene or preside over the meeting, in which case, shareholders individually or collectively holding more than 10% of the issued voting shares of the Company for more than 90 consecutive days may convene and preside over the meeting on their own. Prior to the announcement of the resolution of the general meeting, the proportion of the issued voting shares of the Company individually or collectively held by the shareholders who convene the meeting shall not be less than 10%.	Article 689 The Supervisory–Audit Committee is entitled to propose to the Board to convene an extraordinary general meeting, provided that the proposal shall be made in written form. The Board shall, pursuant to relevant laws, administrative regulations, the Hong Kong Listing Rules and the Articles of Association, give a written reply on whether to agree or disagree to convene the extraordinary general meeting within 10 days after receipt of the proposal. When the Board agrees to convene the extraordinary general meeting, the Board shall, within 5 days after the Board resolution is made, issue a notice calling for the meeting. Changes in the original proposal in the notice shall be subject to the approval of the Supervisory–Audit Committee. When the Board does not agree to convene the extraordinary general meeting or does not give a written reply within 10 days upon receipt of the proposal, the Board shall be considered to be unable or fail to perform the duty of convening an extraordinary general meeting. The Supervisory–Audit Committee can convene and preside over the meeting on its own.

22 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
18	Article 67 The Supervisory Committee is entitled to propose to the Board to convene an extraordinary general meeting, provided that the proposal shall be made in written form. The Board shall, pursuant to relevant laws, administrative regulations, the Hong Kong Listing Rules and the Articles of Association, give a written reply on whether to agree or disagree to convene the extraordinary general meeting within 10 days after receipt of the proposal.

When the Board does not agree to convene the extraordinary general meeting or does not give a written reply within 10 days upon receipt of the proposal, the Board shall be considered to be unable or fail to perform the duty of convening an extraordinary general meeting. The Supervisory-Audit Committee can convene and preside over the meeting on its own. |
| 19 | Article 68 Shareholder(s) individually or jointly holding more than 10% of the issued voting shares of the Company may sign one or more written requests of identical form and substance requesting the Board to convene an extraordinary general meeting and stating the subject of the meeting. The Board shall, pursuant to relevant laws, administrative regulations, the Hong Kong Listing Rules and the Articles of Association, give a written reply on whether to agree or disagree to convene the extraordinary general meeting within 10 days after receipt of the request. | Article 689 Shareholder(s) individually or jointly holding more than 10% of the issued voting shares of the Company may sign one or more written requests of identical form and substance requesting the Board to convene an extraordinary general meeting and stating the subject of the meeting. The Board shall, pursuant to relevant laws, administrative regulations, the Hong Kong Listing Rules and the Articles of Association, give a written reply on whether to agree or disagree to convene the extraordinary general meeting within 10 days after receipt of the request. |

– 23 –

LETTER FROM THE BOARD

No.	Before amendments	After amendments
	If the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after the resolution is made by the Board. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained.

If the Board does not agree to convene the extraordinary general meeting or fails to give a reply within 10 days after receipt of the request, shareholder(s) severally or jointly holding more than 10% of the issued voting shares of the Company shall be entitled to propose and request in writing to the Supervisory Committee to convene an extraordinary general meeting. The Supervisory Committee shall decide whether to convene the extraordinary general meeting within 10 days after receipt of the request in accordance with the provisions of laws, administrative regulations and the Articles of Association, and give a written reply to the shareholders.

If the Supervisory Committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after receipt of the said request. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained.

If the Supervisory Committee fails to give the notice of such a meeting within the specified time limit, it shall be deemed to have failed to convene or preside over the meeting, in which case, shareholders individually or collectively holding more than 10% of the issued voting shares of the Company for more than 90 consecutive days may convene and preside over the meeting on their own.

Prior to the announcement of the resolution of the general meeting, the proportion of the issued voting shares of the Company individually or collectively held by the shareholders who convene the meeting shall not be less than 10%. | If the Board agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after the resolution is made by the Board. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained.

If the Board does not agree to convene the extraordinary general meeting or fails to give a reply within 10 days after receipt of the request, shareholder(s) severally or jointly holding more than 10% of the issued voting shares of the Company shall be entitled to propose and request in writing to the Supervisory Audit Committee to convene an extraordinary general meeting. The Supervisory Audit Committee shall decide whether to convene the extraordinary general meeting within 10 days after receipt of the request in accordance with the provisions of laws, administrative regulations and the Articles of Association, and give a written reply to the shareholders.

If the Supervisory Audit Committee agrees to convene the extraordinary general meeting, it shall serve a notice of such meeting within 5 days after receipt of the said request. In the event of any change to the original proposal, the consent of relevant shareholder(s) shall be obtained.

If the Supervisory Audit Committee fails to give the notice of such a meeting within the specified time limit, it shall be deemed to have failed to convene or preside over the meeting, in which case, shareholders individually or collectively holding more than 10% of the issued voting shares of the Company for more than 90 consecutive days may convene and preside over the meeting on their own.

24 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
20	Article 69 When the Supervisory Committee or shareholders decide to convene a general meeting on their own, they shall notify the Board in writing and file the notice of meeting with the agency of the CSRC in the place where the Company is domiciled and the relevant stock exchange in accordance with applicable regulations.	Article 69-70 When the Supervisory-Audit Committee or shareholders decide to convene a general meeting on their own, they shall notify the Board in writing and the Company shall bear the reasonable expenses incurred thereby and deduct the expenses from the amount owed by the Company to the delinquent Directors, file the notice of meeting with the agency of the CSRC in the place where the Company is domiciled and the relevant stock exchange in accordance with applicable regulations.
21	Article 70 With regard to the general meeting convened by the Supervisory Committee or shareholders on their own, the Board and the secretary to the Board shall provide assistance. The Board shall provide the register of shareholders as of the date of record. The register of shareholders obtained by the convener shall not be used for any purposes other than holding the general meeting.	Article 701 With regard to the general meeting convened by the Supervisory-Audit Committee or shareholders on their own, the Board and the secretary to the Board shall provide assistance. The Board shall provide the register of shareholders as of the date of record. The register of shareholders obtained by the convener shall not be used for any purposes other than holding the general meeting.
22	Article 71 If the Supervisory Committee or shareholders convene a general meeting on their own, the Company shall bear the reasonable expenses incurred thereby and deduct the expenses from the amount owed by the Company to the delinquent Directors.	Article 71 If the Supervisory Committee or shareholders convene a general meeting on their own, the Company shall bear the reasonable expenses incurred thereby and deduct the expenses from the amount owed by the Company to the delinquent Directors.
23	Article 73 Where the Company convenes a general meeting, the Board, the Supervisory Committee, and the shareholder(s) individually or jointly holding more than 1% of the issued voting shares of the Company may make proposals to the Company.	Article 73 Where the Company convenes a general meeting, the Board, the Supervisory Committee, and the shareholder(s) individually or jointly holding more than 1% of the issued voting shares of the Company may make proposals to the Company.
24	Article 75 The notice of a general meeting shall be made in writing and contains:

...

(VI) If any Director, Supervisor, the CEO or other senior management personnel have a material interest in the matters to be discussed, the nature and extent of the interest shall be disclosed; if the influence of the matters to be discussed on the relevant Director, Supervisor, the CEO or other senior management personnel is different from the influence on other shareholders, the relevant difference shall be specified; | Article 75 The notice of a general meeting shall be made in writing and contains:

...

25 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
25	Article 76 When the general meeting intends to discuss the election of Directors and Supervisors, the notice of the meeting shall fully explain the details of the candidates for the office of Directors and Supervisors, including, among others, the following contents:

...

The election of each candidate for the office of Directors and Supervisors shall be proposed separately. | Article 76 When the general meeting intends to discuss the election of Directors and Supervisors, the notice of the meeting shall fully explain the details of the candidates for the office of Directors and Supervisors, including, among others, the following contents:

...

The election of each candidate for the office of Directors and Supervisors shall be proposed separately. |
| 26 | Article 77 The aforesaid public announcement shall be published in one or several newspapers designated by the competent securities authorities under the State Council not later than 15 days (for an extraordinary general meeting) or 21 days (for an annual general meeting) prior to the convening of the meeting. Once the public announcement is made, it is deemed that all the holders of domestic shares have received the notice of the relevant general meeting. | Article 77 The aforesaid public announcement shall be published in one or several newspapers designated by the competent securities authorities under the State Council or of the place where the Company’s shares are listed not later than 15 days (for an extraordinary general meeting) or 21 days (for an annual general meeting) prior to the convening of the meeting. Once the public announcement is made, it is deemed that all the holders of domestic shares have received the notice of the relevant general meeting. |
| 27 | Article 88 When the general meeting is held, all the Directors, Supervisors and the secretary to the Board shall attend the meeting, while the CEO and other senior management personnel shall attend the meeting as observers. | Article 88 When the general meeting is held, all the Directors, Supervisors and the secretary to the Board shall attend the meeting, while the CEO and other senior management personnel shall attend the meeting as observers. |
| 28 | Article 89

...

At a general meeting convened by the Supervisory Committee, the chairperson of the Supervisory Committee shall preside over the meeting. When the chairperson of the Supervisory Committee is unable or fails to perform his or her duty, a Supervisor jointly elected by more than half of the Supervisors shall preside over the meeting. | Article 89

...

At a general meeting convened by the Supervisory-Audit Committee, the chairperson convener of the Supervisory-Audit Committee shall preside over the meeting. When the chairperson convener of the Supervisory-Audit Committee is unable or fails to perform his or her duty, a Supervisor—member jointly elected by more than half of the Supervisors members of the Audit Committee shall preside over the meeting. |
| 29 | Article 91 At the annual general meeting, the Board and the Supervisory Committee shall make a report on their works in the past year to the general meeting. | Article 91 At the annual general meeting, the Board and the Supervisory-Audit Committee shall make a report on their works in the past year to the general meeting. |
| 30 | Article 92 The Directors, Supervisors and senior management personnel shall provide explanations and statements relating to the queries and suggestions put forward by the shareholders at the general meeting, unless: | Article 92 The Directors, Supervisors and senior management personnel shall provide explanations and statements relating to the queries and suggestions put forward by the shareholders at the general meeting, unless: |

26 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
31	Article 95 The general meeting shall have meeting minutes, and the secretary to the Board shall be responsible for the meeting minutes. The meeting minutes shall contain:

...

(II) the names of the chairperson of the meeting and the Directors, Supervisors, the CEO and other senior management personnel attending the meeting or attending the meeting as observers; | Article 945 The general meeting shall have meeting minutes, and the secretary to the Board shall be responsible for the meeting minutes. The meeting minutes shall contain:

...

(II) the names of the chairperson of the meeting and the Directors, Supervisors, the CEO and other senior management personnel attending the meeting or attending the meeting as observers; |
| 32 | Article 95 The convener shall guarantee the authenticity, accuracy and integrity of the contents of the meeting minutes. The Directors, Supervisors, the secretary to the Board, convener or their representative attending the meeting, and the chairperson of the meeting shall sign the meeting minutes. The meeting minutes shall be maintained together with the register of names of the shareholders present, the power of attorney for attendance, and the valid documents for the on-line and other forms of voting for a period of not less than 10 years. | Article 95 The convener shall guarantee the authenticity, accuracy and integrity of the contents of the meeting minutes. The Directors, Supervisors, the secretary to the Board, convener or their representative attending the meeting, and the chairperson of the meeting shall sign the meeting minutes. The meeting minutes shall be maintained together with the register of names of the shareholders present, the power of attorney for attendance, and the valid documents for the on-line and other forms of voting for a period of not less than 10 years. |
| 33 | Article 98 The following matters shall be resolved by way of ordinary resolution of the general meeting:

(I) work reports of the Board and the Supervisory Committee;

(II) profit distribution proposals and proposals for making up losses formulated by the Board;

(III) appointment and dismissal of the members of the Board and the Supervisory Committee (expect for the employees representative Supervisor), their remuneration and the method of payment of the remuneration;

(IV) annual report of the Company; and

(V) other matters not otherwise required by the laws, administrative regulations, regulatory rules of the place where the Company’s shares are listed or the Articles of Association to be passed by special resolutions. | Article 98 The following matters shall be resolved by way of ordinary resolution of the general meeting:

(I) work reports of the Board and the Supervisory Committee;

(II) profit distribution proposals and proposals for making up losses formulated by the Board;

(IV) annual report of the Company; and

(V) other matters not otherwise required by the laws, administrative regulations, regulatory rules of the place where the Company’s shares are listed or the Articles of Association to be passed by special resolutions. |
| 34 | Article 103 The name list of candidates for the office of Directors and Supervisors shall be submitted by way of proposal to the general meeting for voting. | Article 103 The name list of candidates for the office of Directors and Supervisors shall be submitted by way of proposal to the general meeting for voting. |

27 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
35	Article 107 When votes are cast on proposals at the general meeting, representatives of the shareholders and the representative of Supervisors and other connected persons appointed pursuant to the Hong Kong Listing Rules shall be jointly responsible for scrutinizing and counting votes and shall announce the voting results at the meeting. The voting result shall be recorded in the meeting minutes.	Article 107 When votes are cast on proposals at the general meeting, representatives of the shareholders and the representative of Supervisors—and other—connected persons appointed pursuant to the Hong Kong Listing Rules shall be jointly responsible for scrutinizing and counting votes and shall announce the voting results at the meeting. The voting result shall be recorded in the meeting minutes.
36	Article 112 If the general meeting passes a proposal concerning the election of Directors and Supervisors, the new Directors and Supervisors shall take office on the date on which the resolution of the general meeting on election of them is passed.	Article 112 If the general meeting passes a proposal concerning the election of Directors and Supervisors, the new Directors and Supervisors shall take office on the date on which the resolution of the general meeting on election of them is passed.
37	N/A	Article 113 The general meeting shall, in principle, be convened by way of an on-site meeting. To facilitate participation, the Company shall provide convenient means of communication and allow shareholders to attend virtually and vote electronically by leveraging technology. Shareholders attending the general meeting virtually shall have the right to speak and vote.
38	Article 115 The Directors shall comply with the laws, administrative regulations, regulatory rules of the place where the Company’s shares are listed, and the Articles of Association and shall diligently perform their following obligations to the Company:

–

(V) to provide all relevant information and materials required by the Supervisory Committee and shall not intervene the performance of duties of the Supervisory Committee or Supervisors; and | Article 1156 The Directors shall comply with the laws, administrative regulations, regulatory rules of the place where the Company’s shares are listed, and the Articles of Association and shall diligently perform their following obligations to the Company:

–

(V) to provide all relevant information and materials required by the Supervisory Audit Committee and shall not intervene the performance of duties of the Supervisory Audit Committee or Supervisors members; and |
| 39 | Article 125 The Board shall exercise the following powers:

(IX) to examine and approve the transactions under Article 128 of the Articles of Association; | Article 1256 The Board shall exercise the following powers:

(IX) to examine and approve the transactions other than those required by under Article 128 of the Articles of Association to be approved by the general meeting, and to authorise the CEO to review the relevant transactions within the scope of the Articles; |

28 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
40	Article 132 The Board shall discuss matters in the form of Board meetings. Board meetings include regular meetings and extraordinary meetings. The Board shall hold at least four meetings each year, approximately once a quarter, which shall be convened by the chairperson and notified to all the Directors and Supervisors 14 days prior to the meeting in writing. Regular Board meetings do not include obtaining Board approval by circulating written resolutions.	Article 1323 The Board shall discuss matters in the form of Board meetings. Board meetings include regular meetings and extraordinary meetings. The Board shall hold at least four meetings each year, approximately once a quarter, which shall be convened by the chairperson and notified to all the Directors and Supervisors—14 days prior to the meeting in writing. Regular Board meetings do not include obtaining Board approval by circulating written resolutions.
41	Article 133 An extraordinary Board meeting may be held by request of the shareholders holding more than 10% of the Company’s issued voting shares or by request of more than one-third Directors, more than one half of independent Directors or Supervisors, the chairperson of the Board or the CEO where they think it necessary. The chairperson of the Board shall convene and preside over a Board meeting within 10 days after receipt of the proposal.	Article 1334 An extraordinary Board meeting may be held by request of the shareholders holding more than 10% of the Company’s issued voting shares or by request of more than one-third Directors, more than one half of independent Directors or Supervisors the Audit Committee, the chairperson of the Board or the CEO where they think it necessary. The chairperson of the Board shall convene and preside over a Board meeting within 10 days after receipt of the proposal.
42	Article 134 Written notice shall be given to all Directors and Supervisors 5 days prior to the convening of an extraordinary Board meeting. In case of emergency and it is necessary to convene an extraordinary Board meeting as soon as possible, the convening of the meeting shall not be subject to the time limit as set out above, but the convener shall make relevant explanations at the meeting.	Article 1345 Written notice shall be given to all Directors and Supervisors 5 days prior to the convening of an extraordinary Board meeting. In case of emergency and it is necessary to convene an extraordinary Board meeting as soon as possible, the convening of the meeting shall not be subject to the time limit as set out above, but the convener shall make relevant explanations at the meeting.

29 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
43	Article 135 A notice of Board meeting shall at least contain the following contents:
(I) the date and venue of the meeting;
(II) the duration of the meeting;
(III) the convening method of the meeting
(IV) the matters to be considered;
(V) the convener and chairperson of the meeting, the proposer of an extraordinary meeting and his/her written proposal;
(VI) the meeting materials necessary for Directors to vote;
(VII) the request that a Director shall attend the meeting either in person or by appointing other Director on his/her behalf;
(VIII) the date of giving the notice; and
(IX) the contact person of the meeting and its contact information	Article 1356 A notice of Board meeting shall at least contain the following contents:
(I) the date and venue of the meeting;
(II) the duration of the meeting;
(III) the convening method of the meeting
(IV) reasons and the matters to be considered;
(V) the convener and chairperson of the meeting, the proposer of an extraordinary meeting and his/her written proposal;
(VI) the meeting materials necessary for Directors to vote;
(VII) the request that a Director shall attend the meeting either in person or by appointing other Director on his/her behalf;
(VIII) the date of giving the notice; and
(IX) the contact person of the meeting and its contact information
44	Article 142 The minutes of a Board meeting shall include the following contents:
(I) the date and venue of the meeting and the name of the convener;
(II) the names of the Directors attending the meeting and the names of the Directors (proxies) appointed by another Directors to attend the Board meeting;
(III) the agenda of the meeting;
(IV) the main points of Directors’ speeches; and
(V) the voting method and results of each proposal (the voting result should specify the number of votes for and against the proposal or abstention)	Article 1423 The minutes of a Board meeting shall include the following contents:
(I) the date and venue of the meeting and the name of the convener;
(II) the names of the Directors attending the meeting and the names of the Directors (proxies) appointed by another Directors to attend the Board meeting;
(III) the agenda of the meeting;
(IV) the main points of Directors’ speeches; and
(V) the voting method and results of each proposal (the voting result should specify the number of votes for and against the proposal or abstention)
45	N/A	Article 146 The Board of Directors of the Company shall establish an Audit Committee, which shall exercise the functions and powers of the Supervisory Committee as stipulated under the Company Law.

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LETTER FROM THE BOARD

No.	Before amendments	After amendments
46	N/A	Article 147 The Audit Committee shall comprise three members, who shall be directors not serving as senior management of the Company and shall meet the composition requirements set out in the Rules of Procedure of the Audit Committee.
47	N/A	Article 148 The Nomination Committee shall comprise three members and shall meet the composition requirements set out in the Rules of Procedure of the Nomination Committee.
48	N/A	Article 149 The Remuneration and Appraisal Committee shall comprise three members and shall meet the composition requirements set out in the Rules of Procedure of the Remuneration and Appraisal Committee.
49	Article 151 The CEO shall be liable to the Board and exercise the following powers:

--
(VIII) to deal with transactions that are not stipulated in the Articles of Association and whose approving standards need to be deliberated by the general meeting or the Board; and

(IX) other powers granted by the Articles of Association or the Board. | Article 1516 The CEO shall be liable to the Board and exercise the following powers:

--
(VIII) to deal with transactions that are not stipulated in the Articles of Association and whose approving standards need to be deliberated by the general meeting or the Board; and

(IX) other powers granted by the Articles of Association or the Board. |
| 50 | Article 153 The CEO’s working rules include the following contents:

(I) specifying conditions, procedures and participants of the CEO’s meeting;

(II) responsibilities and work allocation of the CEO and other senior management personnel of the Company;

(III) use of funds and assets of the Company, scope of authorization to enter into material contracts and reporting policies regarding the Board and the Supervisory Committee; and

(IV) other matters which the Board deems necessary. | Article 1538 The CEO’s working rules include the following contents:

(I) specifying conditions, procedures and participants of the CEO’s meeting;

(II) responsibilities and work allocation of the CEO and other senior management personnel of the Company;

(III) use of funds and assets of the Company, scope of authorization to enter into material contracts and reporting policies regarding the Board and the Supervisory Committee; and

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LETTER FROM THE BOARD

No.	Before amendments	After amendments
52	Article 176 None of the following persons may serve as a Director, Supervisor, CEO or other senior management personnel of the Company:

–

Any election, designation or appointment of Directors, Supervisors, the CEO or other senior management personnel in violation of this provision shall be invalid. The Company shall dismiss the Director, Supervisor, CEO or other senior management personnel if they are involved in the said circumstances during their respective term of office. |
| 53 | Article 178 The fiduciary duties imposing on the Directors stated in Article 114 hereof shall be also applicable to the Supervisors, CEO or other senior management personnel. In addition to obligations imposed by the laws, administrative regulations or listing rules of the stock exchange(s) where the Company’s shares are listed, the Company’s Directors, Supervisors, CEO and other senior management personnel shall owe the following obligations to each shareholder in the exercise of the functions and powers granted to them by the Company: | Article 17867—The fiduciary duties imposing on the Directors stated in Article 1145 hereof shall be also applicable to the Supervisors, CEO or other senior management personnel. In addition to obligations imposed by the laws, administrative regulations or listing rules of the stock exchange(s) where the Company’s shares are listed, the Company’s Directors, Supervisors, CEO and other senior management personnel shall owe the following obligations to each shareholder in the exercise of the functions and powers granted to them by the Company: |
| 54 | Article 179 The Director, Supervisor, CEO or other senior management personnel of the Company have the responsibility when exercising their rights or carrying out their obligations to act with the care, diligence and skill due from a reasonably prudent person under similar circumstances. | Article 17968—The Director, Supervisor, CEO or other senior management personnel of the Company have the responsibility when exercising their rights or carrying out their obligations to act with the care, diligence and skill due from a reasonably prudent person under similar circumstances. |

– 32 –

LETTER FROM THE BOARD

No.	Before amendments	After amendments
55	Article 180 The Company’s Directors, Supervisors, CEO and other senior management personnel shall, in the exercise of their duties, abide by the principles of honesty and creditability and shall not place themselves in a position where there is a possible conflict between their personal interests and their duties. This principle shall include (but not limited to) the fulfillment of the following obligations:

...

(XII) not to disclose confidential information relating to the Company that was acquired by him/her during his/her office without the consent of the general meeting that has been informed, and not to use such information except in the interests of the Company; however, such information may be disclosed to the court or other government authorities if:

required by law;
required for the public interest; and
required for the interest of such Director, Supervisor, CEO and other senior management personnel of the Company. | Article 180-169 The Company’s Directors, Supervisors, CEO and other senior management personnel shall, in the exercise of their duties, abide by the principles of honesty and creditability and shall not place themselves in a position where there is a possible conflict between their personal interests and their duties. This principle shall include (but not limited to) the fulfillment of the following obligations:

...

required by law;
required for the public interest; and
required for the interest of such Director,—Supervisor, CEO and other senior management personnel of the Company. |
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LETTER FROM THE BOARD

No.	Before amendments	After amendments
56	Article 181 The Directors, Supervisors, CEO and other senior management personnel of the Company may not direct the following personnel or institutions (hereinafter referred to as “connected persons”) to do what they are prohibited from doing:

(I) spouses or minor children of the Directors, Supervisors, CEO and other senior management personnel of the Company;

(II) trustees of the Directors, Supervisors, CEO and other senior management personnel of the Company or the persons mentioned in (I) of this Article;

(III) partners of the Directors, Supervisors, CEO and other senior management personnel of the Company or persons mentioned in (I) and (II) of this Article;

(IV) companies under de facto control by the Directors, Supervisors, CEO and other senior management personnel of the Company individually or jointly with the persons mentioned in (I), (II) and (III) of this Article or other Directors, Supervisors, CEO and other senior management personnel of the Company; and

(V) Directors, Supervisors, CEO and other senior management personnel of the controlled companies mentioned in the (IV) of this Article. | Article 181—170 The Directors, Supervisors, CEO and other senior management personnel of the Company may not direct the following personnel or institutions (hereinafter referred to as “connected persons”) to do what they are prohibited from doing:

(I) spouses or minor children of the Directors, Supervisors, CEO and other senior management personnel of the Company;

(II) trustees of the Directors, Supervisors, CEO and other senior management personnel of the Company or the persons mentioned in (I) of this Article;

(III) partners of the Directors, Supervisors, CEO and other senior management personnel of the Company or persons mentioned in (I) and (II) of this Article;

(V) Directors, Supervisors, CEO and other senior management personnel of the controlled companies mentioned in the (IV) of this Article. |
| 57 | Article 182 The obligations of honesty and credibility of the Company’s Directors, Supervisors, CEO and other senior management personnel does not necessarily cease with the termination of their office. Their confidentiality obligations in relation to the Company’s trade secrets shall continue after the termination of their office. The term for which other obligations shall continue shall be decided upon in accordance with the principle of fairness, depending on the time lapse between the occurrence of the matter and the termination as well as the circumstances and conditions under which the relationship with the Company is terminated.

The liability of the Directors, CEO and other senior management of the Company for breach of a specific duty may be waived by the general meeting with informed consent. | Article 182—171 The obligations of honesty and credibility of the Company’s Directors, Supervisors, CEO and other senior management personnel does not necessarily cease with the termination of their office. Their confidentiality obligations in relation to the Company’s trade secrets shall continue after the termination of their office. The term for which other obligations shall continue shall be decided upon in accordance with the principle of fairness, depending on the time lapse between the occurrence of the matter and the termination as well as the circumstances and conditions under which the relationship with the Company is terminated.

The liability of the Directors, CEO and other senior management of the Company for breach of a specific duty may be waived by the general meeting with informed consent. |

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LETTER FROM THE BOARD

No.	Before amendments	After amendments
58	Article 183 If a Director, Supervisor, the CEO or other senior management personnel of the Company has directly or indirectly been vested a material interest in a contract, transaction or arrangement concluded or planned by the Company (except for his/her employment contract with the Company), he/she shall disclose the nature and extent of his/her interest to the Board at the earliest opportunity, whether or not the matter is subject to the approval of the Board under normal circumstances.

...

Unless the interested Director, Supervisor, CEO or other senior management personnel of the Company has disclosed such interest to the Board as required under the preceding paragraphs of this Article and the matter has been approved by the Board at a meeting in which he/she was not counted in the quorum and had refrained from voting, the Company shall have the right to void the contract, transaction or arrangement, except where the other party is a bona fide party acting without knowledge of the breach of obligation by the Director, Supervisor, CEO or other senior management personnel concerned.

...

If the relevant matter requires the approval of the Board, Uunless the interested Director, Supervisor, CEO or other senior management personnel of the Company has disclosed such interest to the Board as required under the preceding paragraphs of this Article and the matter has been approved by the Board at a meeting in which he/she was not counted in the quorum the interested Director(s) and - hadshall refrained from voting, the Company shall have the right to void the contract, transaction or arrangement, except where the other party is a bona fide party acting without knowledge of the breach of obligation by the Director, Supervisor, CEO or other -senior management personnel concerned.

A Director, Supervisor, the CEO and other senior management personnel of the Company shall be deemed to have an interest in any contract, transaction or arrangement in which a connected person of that Director, Supervisor, CEO and senior management personnel has an interest. |
| 59 | Article 184 Prior to the Company’s first considering the relevant contracts, transactions or arrangements, if the Director, Supervisor, CEO or other senior management personnel of the Company have notified the Board in writing and stated that with regard to the content of such notice, they have interest in certain contracts, transactions and arrangements thereafter. And within the scope specified by such notice, the relevant Director, Supervisor, CEO or other senior management personnel should be deemed to have made disclosures which are in accordance with the requirements of the preceding article of this chapter. | Article 18473 Prior to the Company’s first considering the relevant contracts, transactions or arrangements, if the Director, Supervisor, CEO or other senior management personnel of the Company have notified the Board in writing and stated that with regard to the content of such notice, they have interest in certain contracts, transactions and arrangements thereafter. And within the scope specified by such notice, the relevant Director, Supervisor, -CEO or other senior management personnel should be deemed to have made disclosures which are in accordance with the requirements of the preceding article of this chapter. |
| 60 | Article 185 The Company shall not pay taxes in any form for its Director, Supervisor, CEO or other senior management personnel. | Deleted |

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LETTER FROM THE BOARD

No.	Before amendments	After amendments
61	Article 186 The Company shall neither provide the Directors, Supervisors, CEO or other senior management personnel of the Company with loans or loan guarantees either directly or indirectly nor provide their respective associates with loans or loan guarantees.

The following circumstances are exempted from the above clauses:

(I) The Company provides its subsidiaries with loans or loan guarantees;

(II) The Company provides any of the Director, Supervisor, CEO or other senior management personnel with loans, loan guarantees or any other fund pursuant to the employment contracts approved at the general meeting to pay all expenses incurred for the purpose of the Company or performing his/her duties owed to the Company; and

(III) In case that the normal scope of business of the Company covers the provision of loans or loan guarantees, the Company may provide any of the Director, Supervisor, CEO or other senior management personnel and their respective associates with loans or loan guarantees, provided that the conditions governing the above loans or loan guarantees shall be normal commercial conditions. | Article 18674 The Company shall neither provide the Directors, Supervisors, CEO or other senior management personnel of the Company with loans or loan guarantees either directly or indirectly nor provide their respective associates with loans or loan guarantees.

The following circumstances are exempted from the above clauses:

(I) The Company provides its subsidiaries with loans or loan guarantees;

(III) In case that the normal scope of business of the Company covers the provision of loans or loan guarantees, the Company may provide any of the Director, Supervisor, CEO or other senior management personnel and their respective associates with loans or loan guarantees, provided that the conditions governing the above loans or loan guarantees shall be normal commercial conditions. |
| 62 | Article 188 Any loan guarantee provided by the Company in violation of Paragraph 1 of Article 186 of the Articles of Association shall not be enforced mandatorily against the Company, unless under the following circumstances:

(I) The loan provider unknowingly provides loans to an associate of the Director, Supervisor, CEO or other senior management personnel of the Company or its parent company; and

(II) The collateral provided by the Company has been lawfully sold by the lender to the buyer in good faith. | Article 18876 Any loan guarantee provided by the Company in violation of Paragraph 1 of Article 18676 of the Articles of Association shall not be enforced mandatorily against the Company, unless under the following circumstances:

(I) The loan provider unknowingly provides loans to an associate of the Director, Supervisor, CEO or other senior management personnel of the Company or its parent company; and

(II) The collateral provided by the Company has been lawfully sold by the lender to the buyer in good faith. |

36 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
63	Article 190 In the event of violation of obligations owed to the Company by the Director, Supervisor, CEO or other senior management personnel of the Company, the Company shall have the right to take the following measures in addition to various rights and remedial measures stipulated in laws and administrative regulations:

(I) require the relevant Director, Supervisor, CEO or other senior management personnel to compensate for the losses sustained by the Company as a consequence of his/her dereliction of duty;

(II) rescind any contracts or transactions concluded by the Company with the relevant Director, Supervisor, CEO or other senior management personnel and contracts or transactions with a third party (where such third party is well aware or should know that the Director, Supervisor, CEO or other senior management personnel representing the Company was in breach of his/her obligations to the Company)

(III) require the relevant Director, Supervisor, CEO or other senior management personnel to surrender the gains derived from the breach of his/her obligations;

(IV) recover any moneys received by the relevant Director, Supervisor, CEO or other senior management personnel that should have been received by the Company, including but not limited to commissions; and

(V) require the relevant Director, Supervisor, CEO or other senior management personnel to return the interest earned or possibly earned on the moneys that should have been given to the Company. | Article 190-178 In the event of violation of obligations owed to the Company by the Director, Supervisor, CEO or other senior management personnel of the Company, the Company shall have the right to take the following measures in addition to various rights and remedial measures stipulated in laws and administrative regulations:

(I) require the relevant Director, Supervisor, CEO or other senior management personnel to compensate for the losses sustained by the Company as a consequence of his/her dereliction of duty;

(III) require the relevant Director, Supervisor, CEO or other senior management personnel to surrender the gains derived from the breach of his/her obligations;

(V) require the relevant Director, Supervisor, CEO or other senior management personnel to return the interest earned or possibly earned on the moneys that should have been given to the Company. |

37 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
64	Article 191 The Company shall conclude written contracts in relation to remuneration with each Director and Supervisor of the Company, which shall be approved by the general meeting before they are entered into. The aforementioned remuneration shall include:

(I) remuneration in respect of his/her service as a Director, Supervisor or senior management personnel of the Company;

(II) remuneration in respect of his/her service as a Director, Supervisor or senior management personnel of a subsidiary of the Company;

(III) remuneration for other services provided toward the management of the Company or its subsidiaries; and

(IV) the payment by way of compensation for his/her loss of office or retirement to such Director and Supervisor.

A Director or Supervisor may not sue the Company for the benefits due to him/her on the basis of the aforementioned matters, except under a contract as mentioned above.

The Company shall disclose to the shareholders the remuneration received by the Directors, Supervisors and senior management personnel from the Company on a regular basis. | Article 191 Upon passing of the resolution as to the election of Directors, The Company shall conclude written contracts in relation to remuneration with each Director and Supervisor of the Company, which shall be approved by the general meeting before they are entered into. The aforementioned remuneration shall include:

(I) remuneration in respect of his/her service as a Director, Supervisor or senior management personnel of the Company;

(II) remuneration in respect of his/her service as a Director, Supervisor or senior management personnel of a subsidiary of the Company;

(III) remuneration for other services provided toward the management of the Company or its subsidiaries; and

(IV) the payment by way of compensation for his/her loss of office or retirement to such Director and Supervisor.

A Director or Supervisor may not sue the Company for the benefits due to him/her on the basis of the aforementioned matters, except under a contract as mentioned above.

The Company shall disclose to the shareholders the remuneration received by the Directors, Supervisors and senior management personnel from the Company on a regular basis. |

38 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
65	Article 192 The Company shall specify in the contract concluded with a Director or Supervisor of the Company concerning his/her remuneration that in the event of a takeover of the Company, a Director or Supervisor of the Company shall, subject to prior approval of the general meeting, have the right to receive the compensation or other moneys obtainable for loss of office or retirement.

For the purposes of the preceding paragraph, the term “a takeover of the Company” shall mean either of the following:

(I) anyone making a purchase offer to all the shareholders; and

(II) anyone making a purchase offer such that the offeror will become a controlling shareholder. The controlling shareholder has the same meaning as defined in Article 56 of the Articles of Association.

If the relevant Director or Supervisor has failed to comply with this Article, any sums received by him/her shall belong to those persons that have sold their shares as a result of their acceptance of the aforementioned offer, and the expenses incurred in the pro rata distribution of such sums shall be borne by the relevant Director or Supervisor and may not be paid out of such sums. | Article 19280 The Company shall specify in the contract concluded with a Director or Supervisor of the Company concerning his/her remuneration that in the event of a takeover of the Company, a Director or Supervisor of the Company shall, subject to prior approval of the general meeting, have the right to receive the compensation or other moneys obtainable for loss of office or retirement.

For the purposes of the preceding paragraph, the term “a takeover of the Company” shall mean either of the following:

(I) anyone making a purchase offer to all the shareholders; and

(II) anyone making a purchase offer such that the offeror will become a controlling shareholder. The controlling shareholder has the same meaning as defined in Article 567 of the Articles of Association.

39 -

LETTER FROM THE BOARD

No.	Before amendments	After amendments
66	Article 203 The profits of the Company may be distributed in cash or by shares.

(I) Principles of profit distribution policy: The Company adopts the dividend distribution policy under the principle of equal shares entitling to equal profits, under which dividends and other forms of benefits are distributed to shareholders in proportion to the number of shares they hold. The Company adopts motivated profit distribution policy, which attaches great importance to reasonable investment returns to shareholders and shall be continuous and stable. The profits of the Company may be distributed in cash or by shares, which shall subject to the limit of accumulated distributable profits and shall not damage the Company’s capacity in continuing operation. The Board, the Supervisory Audit Committee and the general meeting of the Company should fully consider the opinions of independent non-executive Directors, external Supervisors (if any) and public investors in making decision on and justifying the profit distribution policy. |
| 67 | Article 213 The Company’s notices (including but not limited to the notice of the general meetings, the Board meetings and the meetings of the Supervisory Committee and corporate communication as defined in the Hong Kong Listing Rules) may be given or provided in the following means: | Article 213–201 The Company’s notices (including but not limited to the notice of the general meetings, the Board meetings and the meetings of the Supervisory C special committee and corporate communication as defined in the Hong Kong Listing Rules) may be given or provided in the following means: |

– 40 –

LETTER FROM THE BOARD

No.	Before amendments	After amendments
68	Article 242 The Company shall comply with the following rules of disputes resolution:

(I) Whenever any dispute or claim arises from any rights or obligations provided in the Articles of Association, the Company Law and other relevant laws or administrative regulations in connection with the affairs of the shareholders and the Company, shareholders and the Directors, Supervisors, CEO or other senior management personnel of the Company, the parties concerned shall refer that dispute or claim to arbitration.

When a dispute or claim of rights referred to in the preceding paragraph is submitted for arbitration, the entire claim or dispute must be referred to arbitration, and all persons who have a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the resolution of such dispute or claim, shall, where such person is the Company, the shareholders, Directors, Supervisors, CEO or other senior management personnel of the Company, comply with the arbitration. |
| 69 | Article 248 Annexes to the Articles of Association include the Rules of Procedure for General Meetings, the Rules of Procedure for the Board and the Rules of Procedure for the Supervisory Committee. | Article 24836 Annexes to the Articles of Association include the Rules of Procedure for General Meetings, and the Rules of Procedure for the Board and the Rules of Procedure for the Supervisory Committee. The annexes serve as further supplements to the Articles of Association, and in the event of any conflict, the provisions of the Articles of Association shall prevail. |

The proposed amendments to the Articles of Association will become effective from the date of consideration and approval at the AGM. Prior to that, the existing Articles of Association shall remain effective.

LETTER FROM THE BOARD

Pursuant to the Articles and the relevant laws and regulations in the PRC, the Proposed Amendments 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 AGM for the Shareholders to consider and approve the Proposed Amendments.

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.

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.

42 -

LETTER FROM THE BOARD

15. PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO ISSUE SHARES

To provide more flexibility and convenience to fundraising activities by the Company and according to the market practice of other companies incorporated in PRC and listed on the Stock Exchange, a resolution to grant the Board a general mandate is hereby proposed at the AGM for consideration and approval by the Shareholders:

A. The Board be granted a general mandate (the "General Mandate"), and, subject to the approval of this General Mandate, to delegate to the chairman of the Board, subject to terms and conditions set out in this resolution, for the exercise by the Board during the Relevant Period (as defined below) of powers to, based on the market circumstances and the Company's needs, to on one-off basis or simultaneously allot, issue and/or otherwise deal with additional H Shares and additional Domestic Shares in the share capital of the Company ("Additional Shares") and/or make offers, agreements or options which might require the issue, allotment and/or dealing with of Additional Shares (such Additional Shares being subject to a maximum of 20% of total number of Shares in issue (excluding treasury Shares) as at the date of the passing of this resolution), and to make or grant offers or agreements in respect of such Additional Shares:

(i) the General Mandate shall not extend beyond the Relevant Period save that the Board may, during the Relevant Period, make or grant offers or agreements which might require the exercise of such powers after the end of the Relevant Period;

(ii) the total number of Shares approved to be allotted or agreed conditionally or unconditionally to be allotted by the Board shall not exceed 20% of the total number of Shares in issue (excluding treasury Shares) as at the date of the passing of this resolution, otherwise than pursuant to any scrip dividend scheme or similar arrangement providing for the allotment of such Shares in lieu of the whole or part of a dividend on such Shares in accordance with the Articles of Association;

(iii) the Board will exercise its power under the General Mandate only in accordance with the relevant laws and regulations of the PRC (as amended from time to time) and the Listing Rules and if all necessary filing procedures with relevant PRC government authorities are fulfilled within the time frame required under the relevant laws and regulations in the PRC (as amended from time to time);

(iv) for the purposes of this resolution:

"Domestic Shares" means the ordinary share(s) issued by the Company with a nominal value of RMB1.00 each and not listed on any stock exchange;

43 -

LETTER FROM THE BOARD

“H Shares” means the overseas listed foreign invested ordinary share(s) in the ordinary 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;

“Relevant Period” means the period from the passing of this resolution at the AGM until the earlier of:

(a) the conclusion of the first annual general meeting of the Company following the passing of this resolution; or
(b) the date on which the authority conferred by this resolution is revoked or varied by a special resolution in a general meeting of the Company;

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

B. Subject to the issuing additional Shares pursuant to this resolution, the Board or a person as authorized by the Board be authorized to:

(i) approve, execute and do or procure to be executed and done, all documents, deeds and things as it may consider necessary in connection with the issue of such new Shares (including but not limited to the time, price, quantity and place of issue, the filing of all necessary filings, registration and applications with or to relevant authorities in the PRC and/or Hong Kong (if applicable), the entering into of an underwriting agreement or any other agreement (if applicable));
(ii) determine the use of proceeds;
(iii) determine the registered capital and the number of Shares pursuant to the issue or allotment of Shares pursuant to this resolution, and register with the relevant authorities in the PRC and/or Hong Kong upon an increase of registered capital and the number of Shares;
(iv) make corresponding amendments to the Articles of Association as it thinks fit so as to reflect relevant matters such as the registered capital and new capital structure of the Company after the issue and allotment of Shares; and

If the aforementioned authorization for the Board is approved at the AGM, the Board intends to sub-delegate this authorization to Mr. LIN Qi, the chairman of the Board, to individually sign, execute, modify, complete, and submit all agreements, contracts, and documents relating to the allotment, issuance, and disposal of shares under the General Mandate.

44 -

LETTER FROM THE BOARD

III. AGM

The Company will hold the AGM at 2/F, Unit 1, No. 655 Jinyuanyi Road, Jiading District, Shanghai, PRC at 10:00 a.m. on Monday, May 19, 2025 for the Shareholders to consider and approve, as appropriate, the resolutions set out in the notice of the AGM. The notice of the AGM is set out on AGM-1 to AGM-4 of this circular.

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES AND ASCERTAINING OF ELIGIBILITY FOR ATTENDING THE AGM

To be eligible to attend and vote at the AGM, 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 Tuesday, May 13, 2025 for registration.

V. PROXY FORM

The proxy form for the AGM 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 AGM, 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 AGM or any adjournment thereof (as the case may be) (which is 10:00 a.m. on Sunday, May 18, 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 AGM or any adjournment thereof in person if you so wish.

LETTER FROM THE BOARD

VI. VOTING BY POLL

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

Save as disclosed in this circular, as at 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 AGM and no Shareholder is required to abstain from voting on any resolution to be proposed at the AGM.

The announcement of the poll results of the AGM 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 AGM in accordance with the requirements of the Listing Rules.

VII. 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.

VIII. RECOMMENDATION

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

By Order of the Board

Shanghai REFIRE Group Limited

Mr. LIN Qi

Chairman of the Board

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NOTICE OF ANNUAL 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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of Shanghai REFIRE Group Limited (the “Company”) will be held at 2/F, Unit 1, No. 655 Jinyuanyi Road, Jiading District, Shanghai, PRC on Monday, May 19, 2025 at 10:00 a.m. for the purposes of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

To consider and approve the work report of the board of directors of the Company (the “Board”) for 2024;
To consider and approve the work report of the supervisory committee of the Company (the “Supervisory Committee”) for 2024;
To consider and approve the audited consolidated financial statements of the Company and its subsidiaries for 2024;
To consider and approve the annual report of the Company for 2024;
To consider and approve the annual financial budget report of the Company for 2024;
To consider and approve the annual financial budget plan of the Company for 2025;
To consider and approve the profit distribution plan of the Company for 2024;
To consider and approve the related party transactions of the Company for 2024;
To consider and approve the proposed related party transactions of the Company for 2025;
To consider and approve the re-appointment of Ernst & Young as the Company’s auditors and the authorization to the Board to determine its remuneration;
To consider and approve the proposed provision of financial assistance by the Company to its subsidiaries for 2025;
To consider and approve the proposed applications for credit facilities and provision of guarantees by the Company to its subsidiaries for 2025;
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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

To consider and approve the proposed dissolution of Supervisory Committee;
To consider and approve the proposed amendments to the articles of association of the Company; and
To consider and approve the following resolution to grant a general mandate (the “General Mandate”) to the Board:

“That:

A. the Board be granted the General Mandate, and, subject to the approval of this General Mandate, to delegate to the chairman of the Board, subject to terms and conditions set out in this resolution, for the exercise by the Board during the Relevant Period (as defined below) of powers to, based on the market circumstances and the Company’s needs, to on one-off basis or simultaneously allot, issue and/or otherwise deal with additional H Shares and additional Domestic Shares in the share capital of the Company (“Additional Shares”) and/or make offers, agreements or options which might require the issue, allotment and/or dealing with of Additional Shares (such Additional Shares being subject to a maximum of 20% of total number of shares of the Company (the “Shares”) in issue (excluding treasury Shares (as defined in the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”))) as at the date of the passing of this resolution), and to make or grant offers or agreements in respect of such Additional Shares:

(ii) the total number of Shares approved to be allotted or agreed conditionally or unconditionally to be allotted by the Board shall not exceed 20% of the total number of Shares in issue (excluding treasury Shares (as defined in the Listing Rules)) as at the date of the passing of this resolution, otherwise than pursuant to any scrip dividend scheme or similar arrangement providing for the allotment of such Shares in lieu of the whole or part of a dividend on such Shares in accordance with the articles of association of the Company (the “Articles of Association”);

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NOTICE OF ANNUAL GENERAL MEETING

(iv) for the purposes of this resolution:

"Domestic Shares" means the ordinary share(s) issued by the Company with a nominal value of RMB1.00 each and not listed on any stock exchange;

"H Shares" means the overseas listed foreign invested ordinary share(s) in the ordinary 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;

"Relevant Period" means the period from the passing of this resolution at the AGM until the earlier of:

(a) the conclusion of the first annual general meeting of the Company following the passing of this resolution; or

(b) the date on which the authority conferred by this resolution is revoked or varied by a special resolution in a general meeting of the Company;

"Shares" means ordinary share(s) in the capital of the Company with a nominal value of RMB1.00 each, comprising Domestic Shares and H Shares.

B. Subject to the issuing additional Shares pursuant to this resolution, the Board or a person as authorized by the Board be authorized to:

(ii) determine the use of proceeds;

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NOTICE OF ANNUAL GENERAL MEETING

(iii) determine the registered capital and the number of Shares pursuant to the issue or allotment of Shares pursuant to this resolution, and register with the relevant authorities in the PRC and/or Hong Kong upon an increase of registered capital and the number of Shares;

(iv) make corresponding amendments to the Articles of Association as it thinks fit so as to reflect relevant matters such as the registered capital and new capital structure of the Company after the issue and allotment of Shares; and

By order of the Board
Shanghai REFIRE Group Limited
Mr. LIN Qi
Chairman of the Board

Hong Kong, April 25, 2025

As at the date of this notice, the Board 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, Mr. LI Wei, Dr. QIAN Meifen and Mr. CHEN Fei as independent non-executive Directors.

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

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

The register of members of H Shares will be closed from Wednesday, May 14, 2025 to Monday, May 19, 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 AGM. To be eligible to attend and vote at the AGM, 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 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, May 13, 2025 for registration.

Proxy

(1) Each shareholder of the Company entitled to attend and vote at the AGM 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 AGM or any adjournment thereof (as the case may be) (which is 10:00 a.m. on Sunday, May 18, 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 AGM should they so wish.

Registration procedures for attending the AGM

(1) Shareholders of the Company whose names appear on the register of members of the Company on Monday, May 19, 2025 will be entitled to attend and vote at the AGM or any adjournment thereof.

(2) A shareholder or his/her/its proxy should present proof of identity when attending the AGM. 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 AGM by providing a copy of the resolution of the board or other governing body of such shareholder appointing such person to attend the AGM.

(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 AGM, 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 AGM 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.

Voting method at the AGM

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 AGM will demand a poll in relation to the proposed resolution at the AGM.

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NOTICE OF ANNUAL GENERAL MEETING

5. Miscellaneous

(1) The AGM is expected to take no more than half a day. Shareholders who attend the AGM 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: [email protected]

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

6. Arrangements for bad weather

The AGM may be postponed to a later date and/or time or cancelled if the AGM 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.

AI assistant

Shanghai REFIRE Group Limited — Proxy Solicitation & Information Statement 2025

50680_rns_2025-04-25_e111edb1-92b9-4951-8cc6-b26a94f25ffe.pdf

REFIRE

REFRE

Shanghai REFIRE Group Limited

上海重塑能源集團股份有限公司

I. INTRODUCTION

II. MATTERS TO BE RESOLVED AT THE AGM

ORDINARY RESOLUTIONS

1. WORK REPORT OF BOARD OF DIRECTORS FOR 2024

2. WORK REPORT OF SUPERVISORY COMMITTEE FOR 2024

3. AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP FOR 2024

4. 2024 ANNUAL REPORT

5. ANNUAL FINANCIAL BUDGET REPORT FOR 2024

1. Major financial data and indicators for 2024

2. Information on major assets and liabilities

3. Main expense

4. Cash flow analysis

6. ANNUAL FINANCIAL BUDGET PLAN FOR 2025

7. 2024 PROFIT DISTRIBUTION PLAN

8. RELATED PARTY TRANSACTIONS FOR 2024

9. PROPOSED RELATED PARTY TRANSACTIONS FOR 2025

10. RE-APPOINTMENT OF AUDITORS AND AUTHORIZATION TO THE BOARD TO DETERMINE ITS REMUNERATION

11. PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO SUBSIDIARIES FOR 2025

12. PROPOSED APPLICATIONS FOR CREDIT FACILITIES AND PROVISION OF GUARANTEES TO SUBSIDIARIES FOR 2025

SPECIAL RESOLUTIONS

13. PROPOSED DISSOLUTION OF SUPERVISORY COMMITTEE

14. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

15. PROPOSED GRANTING OF A GENERAL MANDATE TO THE BOARD TO ISSUE SHARES

III. AGM

IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES AND ASCERTAINING OF ELIGIBILITY FOR ATTENDING THE AGM

V. PROXY FORM

VI. VOTING BY POLL

VII. RESPONSIBILITY STATEMENT

VIII. RECOMMENDATION

REFIRE

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

5. Miscellaneous

6. Arrangements for bad weather

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Shanghai REFIRE Group Limited Proxy Solicitation & Information Statement 2025