Shiyue Daotian Group Co., Ltd. — Proxy Solicitation & Information Statement 2026

May 15, 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.

+月稿中

Shiyue Daotian Group Co., Ltd.
十月稻田集團股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 9676)

NOTICE OF 2025 AGM

NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (the “AGM”) of Shiyue Daotian Group Co., Ltd. (the “Company”) will be held as on-site meeting at 2/F, Building A, Yisha Wenxin Plaza, Chaoyang District, Beijing, the PRC at 10:00 a.m. on Monday, June 8, 2026 for the purposes of considering, and if thought fit, approving (with or without modifications) the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the resolution in relation to the 2025 Annual Report;
2. To consider and approve the resolution in relation to the 2025 final financial report;
3. To consider and approve the resolution in relation to the 2025 work report of the Board;
4. To consider and approve the resolution in relation to the proposed profit distribution plan for the year 2025;
5. To consider and approve the resolution in relation to the remuneration plan for Directors for the year 2026;
6. To consider and approve the resolution in relation to the proposed re-appointment of the auditor and determination of its remuneration for the year 2026;

ORDINARY RESOLUTIONS (CUMULATIVE VOTING)

7(a). To consider and approve the re-election of Mr. Wang Bing as an executive director of the Company;
7(b). To consider and approve the re-election of Ms. Zhao Wenjun as an executive director of the Company;

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7(c). To consider and approve the re-election of Ms. Zhao Shulan as an executive director of the Company;

7(d). To consider and approve the re-election of Mr. Shu Minghe as an executive director of the Company;

7(e). To consider and approve the re-election of Mr. He Yang as an executive director of the Company;

7(f). To consider and approve the re-election of Mr. Shi Ketong as an independent non-executive director of the Company;

7(g). To consider and approve the re-election of Mr. Yeung Chi Tat as an independent non-executive director of the Company;

7(h). To consider and approve the re-election of Dr. Lin Chen as an independent non-executive director of the Company;

7(i). To consider and approve the re-election of Ms. Guo Hong as an independent non-executive director of the Company;

SPECIAL RESOLUTIONS

1. To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

"THAT:

(1) the Board be granted an unconditional general mandate to issue, allot or otherwise deal with additional shares (including sale or transfer of treasury shares) in the capital of the Company, and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations, in respect thereof, subject to the following conditions:

(a) the aggregate amount of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Board pursuant to the mandate above, otherwise than pursuant to:

(i) a Rights Issue (as defined below);

(ii) an exercise of options under a share option scheme (if any) of the Company; and

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(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association;

shall not exceed 20% of the aggregate number of total Shares of the Company (excluding treasury shares) in issue as at the date of passing this resolution; and

(b) the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Listing Rules and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;

For the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until the earliest of:

A. the conclusion of the next annual general meeting of the Company;

B. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws to be held; or

C. the revocation or variation of the authority given under the above mentioned resolution by a special resolution of the Shareholders in a general meeting;

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).

(2) subject to the Board resolving to issue shares pursuant to sub-paragraph (1) of this resolution, the Board be authorised to:

(a) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares or sale or transfer of treasury shares including, without limitation, determining the time and place of issue, making all necessary applications to the relevant authorities, and entering into an underwriting agreement (or any other agreements);

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(b) determine the use of proceeds and to make all necessary filings and registrations with the relevant authorities in the PRC, Hong Kong and/or any other places and jurisdictions (as appropriate); and

(c) increase the registered capital of the Company in accordance with the actual increase of capital by issuing shares pursuant to sub-paragraph (1) of this resolution, to register the increase of capital with the relevant authorities in the PRC, Hong Kong and/or any other places and jurisdiction (as appropriate) and to make such amendments to the Articles of Association as it thinks fit so as to reflect the increase and any other resultant changes in the registered capital of the Company."

1. To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

THAT:

(a) the Board be granted a general mandate to repurchase H Shares at its discretion and in a timely manner, subject to the fluctuation and changes of the capital markets and the share price of the Company during the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;

(b) the total number of H Shares to be repurchased shall not exceed 10% of the total number of H Shares (excluding treasury shares) in issue as at the date of passing of this resolution at the AGM;

(c) to formulate, approve and implement specific repurchase plan, including but not limited to the price, type, batch, amount and time of execution of the repurchase of shares, as well as to handle the relevant procedures, and sign other documents or agreements relevant to the repurchase of shares;

(d) if applicable, to carry out the cancellation procedures for repurchased H Shares, reduce the registered capital, and make amendments which it deems appropriate to the Articles of Association to reflect the relevant provisions such as the total share capital and shareholding structure of the Company, and carry out the relevant statutory registrations and filings procedures domestically and abroad; or if applicable, carry out the necessary procedures for converting the repurchased H Shares as treasury shares, and make amendments which it deems appropriate to the Articles of Association to reflect the relevant provisions such as the total share capital and shareholding structure of the Company, and carry out the relevant statutory registrations and filings procedures domestically and abroad;

(e) if there are new provisions in laws and regulations or from the securities regulatory authorities relating to the share repurchase policies, or if there are changes in market conditions, unless it is required under the relevant laws and regulations, requirements of

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the regulators or the Articles of Association for a re-vote by the general meeting(s), the Board may adjust the plan for repurchase and continue to deal with relevant matters of repurchase of shares in accordance with requirements of relevant laws and regulations and regulators as well as the market conditions and the actual situation of the Company; and

(f) for the purpose of this resolution:

“H Shares” means the overseas listed foreign invested ordinary share in the share capital of the Company, with a nominal value of RMB0.10 each, which are listed on the Stock Exchange and traded in Hong Kong dollars;

“Relevant Period” means the period from the passing of this resolution until the earliest of:

i. the conclusion of the next annual general meeting of the Company;

ii. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws, rules and regulations to be held; or

iii. the revocation or variation of the authority given under the above-mentioned resolution by a special resolution of the Shareholders in a general meeting.”

CLOSURE OF THE REGISTER OF MEMBERS

For determining eligibility to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, June 3, 2026 to Monday, June 8, 2026, both days inclusive, during which period no transfer of Shares will be registered. To be eligible for attending and voting at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Tuesday, June 2, 2026 for registration. Shareholders whose names appear on the register of members of the Company on Monday, June 8, 2026 shall be entitled to attend and vote at the AGM.

By order of the Board

Shiyue Daotian Group Co., Ltd.

Mr. Wang Bing

Chairman and Executive Director

Beijing, the PRC, May 15, 2026

As at the date of this notice, the Board comprises Mr. Wang Bing, Ms. Zhao Wenjun, Ms. Zhao Shulan, Mr. Shu Minghe and Mr. He Yang as executive Directors; and Mr. Shi Ketong, Mr. Yeung Chi Tat, Dr. Lin Chen and Ms. Guo Hong as independent non-executive Directors.

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Notes:

(1) Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated May 15, 2026.

(2) All votes of resolutions at the AGM will be taken by poll pursuant to the Listing Rules. The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.shiyuedaotian.com) in accordance with the Listing Rules.

(3) Any Shareholders entitled to attend and vote at the AGM can appoint one or more proxies to attend and vote at the AGM on his/her behalf. A proxy need not be a Shareholder. If more than one proxy is so appointed, the appointment shall specify the number and type of Shares in respect of which each proxy is so appointed.

(4) Shareholders shall appoint their proxies in writing. The proxy form shall be signed by the Shareholder or his/her/its attorney who has been duly authorized in writing. If the Shareholder is a corporation, the proxy form shall be affixed with the corporation’s seal or signed by its Director, or its attorney duly authorized in writing. If the proxy form is signed by the attorney of the Shareholder, the power of attorney or other authorization document shall be notarized. For Shareholders, the aforementioned documents must be lodged with the H Share Registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for holding the AGM (i.e. 10:00 a.m. on Sunday, June 7, 2026 (Hong Kong time)) or any adjournment thereof in order for such documents to be valid. Completion and delivery of the proxy form shall not preclude a Shareholder from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

(5) Voting on the above resolutions regarding the re-election of executive Directors and independent non-executive Directors will be conducted by cumulative voting. Please refer to the notes to the proxy form for details of the voting method.

(6) Shareholders are required to produce proof of identity when attending the AGM.

(7) If a Shareholder appoints a proxy to attend the AGM, the proxy must present his/her identification documents and a power of attorney or other document signed by the appointor or his/her legal representative with the date of issuance. If a corporate Shareholder is represented at the AGM by a proxy, the proxy must present proof of identity and a notarized copy of the resolution passed by the Board or other authority or a notarized copy of the authorization issued by the corporate Shareholder.

(8) The AGM is expected to last for half a day. Shareholders attending (in person or by proxy) the AGM shall be responsible for their own traveling, accommodation and other expenses.

(9) The contact details of the Company are as follows:

Address: Shiyue Daotian Group Co., Ltd.
2/F, Building A, Yisha Wenxin Plaza,
Chaoyang District, Beijing, the PRC

Liaison: Ms. Chen Hua

Email: chenhua@shiyuedaotian.com

(10) Details of the aforesaid resolutions to be proposed at the AGM are set out in the circular of the Company dated May 15, 2026.