Shanghai Zhida Technology Development Co., Ltd. — Proxy Solicitation & Information Statement 2026

Apr 2, 2026

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

Shanghai Zhida Technology Development Co., Ltd.

上海摹逢科技發展股份有限公司

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

(Stock Code: 2650)

NOTICE OF ANNUAL GENERAL MEETING OF THE YEAR 2025

NOTICE IS HEREBY GIVEN that the annual general meeting of the year 2025 (the "AGM") of Shanghai Zhida Technology Development Co., Ltd. (the "Company") will be held at 10:00 a.m. on Friday, 24 April 2026 at the conference room of 8th Floor, Building 2, Chuangzhi Tiandi, 477 Zhengli Road, Yangpu District, Shanghai, the PRC to consider and, if thought fit, to pass the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the resolution on the work report of the Board for 2025.
2. To consider and approve the resolution on the audit report for 2025.
3. To consider and approve the resolution on the annual report for 2025.
4. To consider and approve the resolution on the final accounts report for 2025.
5. To consider and approve the profit distribution plan for 2025.
6. To consider and approve the resolution on the re-appointment of the auditors.
7. To consider and approve the resolution on the work report of the supervisory committee for 2025.
8. To consider and approve the resolution on the remuneration plan of Directors for 2026.

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SPECIAL RESOLUTIONS

9. "THAT:

(A) a general mandate to the Board of the Company to allot, issue and deal with additional H Shares of the Company.

(1) subject to paragraph (3) of this resolution, the exercise by the Board of the Company during the Relevant Period (as defined in paragraph (4) of this resolution) of all the powers of the Company to allot, issue and deal with additional H Shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally authorized;

(2) the approval in paragraph (1) shall authorize the Board of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

(3) the total number of additional H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with, either separately or concurrently, by the Board of the Company pursuant to the authorisation in paragraph (1) of this resolution shall not exceed 20% of the total number of the Company's existing H Shares in issue at the date of passing this resolution; and

(4) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until the earliest of the following three dates:

(a) the conclusion of the 2026 annual general meeting of the Company;

(b) the expiration of the 12-month period following the passing of this resolution; and

(c) the date on which the authority given to the Board of the Company under this resolution is revoked or varied by a special resolution of the Company's Shareholders at a general meeting.

(B) to authorize the Board of Directors of the Company to increase the registered capital of the Company to reflect the issue of H Shares authorized pursuant to paragraph (A) of this resolution above, to make such appropriate and necessary amendments to the Articles of Association of the Company as it thinks fit to

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reflect such increase in the registered capital of the Company upon the allotment or issuance of H Shares, and to take any other action and go through any other required procedures to effect such increase of the registered capital of the Company."

1. To consider and approve the grant of the H Share Repurchase Mandate:

“THAT:

the Board be authorized to resolve on the repurchase by the Company, during the Relevant Period, of an aggregate number of H Shares not exceeding 10% of the total number of H Shares of the Company in issue (calculated on the basis of the total H share capital as at the time when this resolution is considered and approved at the AGM), in accordance with market conditions and the needs of the Company, in order to safeguard the value of the Company and the interests of Shareholders, or to use the Shares for an employee stock ownership plan or equity incentive, conversion of corporate bonds issued by the Company that are convertible into Shares, etc.

For the purpose of the H Share Repurchase Mandate, the “Relevant Period” means the period from the date of passing of the special resolution in respect of the grant of the H Share Repurchase Mandate at the AGM until whichever is the earliest of:

(A) the conclusion of the 2026 annual general meeting of the Company; or

(B) the date on which the H Share Repurchase Mandate set out in the relevant special resolution is revoked or varied by way of a special resolution at any general meeting.

If, during the Relevant Period, the Board or a person authorized by the Board has signed the necessary documents and completed the necessary formalities, and such documents or formalities may need to be performed or carried out at or after the end of the Relevant Period, or continued after the end of the Relevant Period, the Relevant Period will be extended accordingly.

The Board also be authorized to handle relevant matters in relation to the repurchase of H Shares, including but not limited to:

(i) formulate and implement the detailed repurchase plan, including but not limited to determining the class of shares to be repurchased, repurchase price, number of shares to be repurchased, timing of repurchase and period of repurchase, pursuant to the requirements under laws and regulations including the Company Law, the Rules for Repurchase of Shares by Listed Companies and the Articles of Association as amended and in effect from time to time;

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(ii) notify creditors and publish announcements in accordance with the provisions of the Company Law and other relevant laws, regulations and regulatory documents and the Articles of Association (if applicable);

(iii) open share accounts and carry out related procedures for the change of foreign exchange registration;

(iv) determine the specific purpose of the repurchase of H Shares based on the actual situation of the Company and within the time limit specified by applicable laws and regulations, and adjust or change the purpose of the repurchase of H Shares within the scope permitted by applicable laws and regulations;

(v) fulfill the relevant approval or filing procedures in accordance with the requirements of the regulatory authorities and the places of listing of the Company (if applicable);

(vi) complete the procedures for the transfer or cancellation of the repurchased shares according to the actual repurchase, amend the Articles of Association with respect to relevant content such as the total share capital and shareholding structure, and perform the relevant domestic and foreign registration and filing procedures related to the repurchase in accordance with statutory requirements;

(vii) if there are new policies on repurchase under laws and regulations or from securities regulatory authorities, or if there are changes in market conditions, make adjustments to the repurchase plan and continue to handle matters relevant to the repurchase in accordance with the relevant national laws and regulations, the requirements of relevant government departments and securities regulatory authorities, market conditions and the actual operational situation of the Company, except for matters that must be re-voted on at a general meeting pursuant to the requirements of relevant laws and regulations and the Articles of Association;

(viii) handle other matters that are considered by the Board to be necessary, proper or appropriate in connection with the implementation of the general mandate, provided that such matters are not in contravention of applicable domestic and overseas laws and regulations; and

(ix) on the basis of the above authorisations, agree that the Board may further authorize any one executive Director to decide on, handle and deal with all the aforesaid matters relating to the repurchase of Shares."

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1. To consider and approve the resolution on the proposed abolition of the supervisory committee and the proposed amendments to the Articles of Association and its appendices.

By order of the Board

Shanghai Zhida Technology Development Co., Ltd.

Huang Zhiming

Chairman of the Board

Hong Kong, 2 April 2026

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Notes:

1. Voting by poll

Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), all votes of resolutions at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The voting results will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.shzhida.com) in accordance with the Hong Kong Listing Rules.

1. Closure of register of members and eligibility for attending and voting at the AGM

Holders of H Shares are advised that the register of members of H Shares will be closed from Tuesday, 21 April 2026 to Friday, 24 April 2026 (both days inclusive), during which period no transfer of H Shares will be effected. Holders of H Shares whose names appear on the register of H Shares kept at the H Share Registrar on Friday, 24 April 2026 (being the record date) are entitled to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, all transfer documents of H shares of the Company, accompanied by the relevant share certificates, must be lodged by the holders of H shares with the H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, before 4:30 p.m. on Monday, 20 April 2026 (being the last registration date).

1. Proxy

Any shareholder entitled to attend and vote at the AGM may appoint one or more proxies (who need not be shareholders of the Company) to attend and vote on his/her behalf at the AGM. A proxy shall be appointed by an instrument in writing. Such instrument shall be signed by the appointer or his/her attorney duly authorized in writing. If the appointer is a legal person, then the instrument shall be signed under a legal person's seal or signed by its director or an attorney duly authorized in writing. The instrument appointing the proxy for holders of H Shares shall be deposited at the H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, in person or by post not later than 24 hours before the time specified for holding the AGM (i.e. not later than 10:00 a.m. on Thursday, 23 April 2026). If the instrument appointing the proxy is signed by a person authorized by the appointer, the power of attorney or other documents of authority under which the instrument is signed shall be notarized. The notarized power of attorney or other documents of authority shall be deposited together and at the same time with the instrument appointing the proxy at the H Share Registrar. Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the AGM if he so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked.

1. Reply slip

Shareholders who intend to attend the AGM in person or by proxy shall deliver the reply slip to the Board of Directors' Office of the Company or the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, in person or by post on or before 4:30 p.m. on Monday, 20 April 2026. The Company's Board of Directors' Office is located at 8th Floor, Building 2, Chuangzhi Tiandi, No. 477 Zhengli Road, Yangpu District, Shanghai, the PRC (Tel: (86 10) 021 6618 0637). The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (Tel: (852) 2862 8555, Fax: (852) 2865 0990).

1. Miscellaneous

(i) The AGM is expected to last for no more than half a working day. Shareholders and their proxies attending the meeting shall be responsible for their own traveling and accommodation expenses.

(ii) The address of H share registrar of the Company, Computershare Hong Kong Investor Services Limited, is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

As at the date of this notice, Directors of the Company are: (i) Dr. Huang Zhiming and Mr. Li Xinrui as executive Directors; and (ii) Ms. Sun Zhili, Ms. Wu Yushan and Dr. Lu Ming as independent non-executive Directors.

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