Suzhou Novosense Microelectronics Co., Ltd. — Proxy Solicitation & Information Statement 2026

Jan 7, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Suzhou Novosense Microelectronics Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank or stockbroker 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.

NOVOSENSE

纳汇微电子

Suzhou Novosense Microelectronics Co., Ltd.
蘇州納芯微電子股份有限公司

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

(Stock code: 2676)

APPOINTMENT OF OVERSEAS AUDITOR OF H SHARES FOR THE YEAR OF 2025

A letter from the Board is set out on pages 3 to 5 of this circular.

A notice of the ESM of the Company to be held physically at 2:00 p.m. on Monday, January 26, 2026 at the Company's Conference Room, No. 9, Dongdangtian Alley, Suzhou Industrial Park, Jiangsu Province, the PRC is set out on pages ESM-1 to ESM-2 of this circular.

A form of proxy for use at the ESM is enclosed herewith. The notice of the ESM and the form of proxy are also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.novosns.com).

Whether or not you intend to attend the ESM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 24 hours before the time appointed for holding the ESM (i.e. not later than 2:00 p.m. on Sunday, January 25, 2026) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the ESM or any adjournment thereof should you so wish.

January 7, 2026

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CONTENTS

Page

Definitions ... 1
Letter from the Board ... 3
Notice of Extraordinary Shareholders' Meeting ... ESM-1

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DEFINITIONS

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

“A Share(s)”
ordinary share(s) issued by our Company, with a nominal value of RMB1.00 each, which are traded in Renminbi and listed on the STAR Market

“A Shareholder(s)”
holder(s) of our A Share(s)

“Board”
the board of Directors of the Company

“China” or “PRC”
the People's Republic of China

“Company”
Suzhou Novosense Microelectronics Co., Ltd. (蘇州納芯微電子股份有限公司), a company established under the laws of the PRC on May 17, 2013 and converted into a joint stock company with limited liability on April 13, 2016, whose A Shares have been listed on the STAR Market (stock code: 688052)

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

“ESM” or “Extraordinary Shareholders’ Meeting”
the extraordinary Shareholders’ meeting of the Company to be held physically at 2:00 p.m. on Monday, January 26, 2026 at the Company’s Conference Room, No. 9, Dongdangtian Alley, Suzhou Industrial Park, Jiangsu Province, the PRC for approving the resolution as set out in this circular

“Group”
the Company and its subsidiaries

“H Share(s)”
overseas listed foreign shares in the share capital of our Company, with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange

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

“Hong Kong”
the Hong Kong Special Administrative Region of the PRC

“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

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

“Shareholder(s)”
shareholder(s) of the Company

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DEFINITIONS

"STAR Market"
the Science and Technology Innovation Board of the Shanghai Stock Exchange (上海證券交易所科創板)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

NOVOSENSE

纳范微电子

Suzhou Novosense Microelectronics Co., Ltd.

蘇州纳芯微電子股份有限公司

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

(Stock code: 2676)

Executive Directors:
Mr. Wang Shengyang
Mr. Sheng Yun
Mr. Wang Yifeng
Mr. Jiang Chaoshang

Non-executive Director:
Mr. Wu Jie

Independent Non-executive Directors:
Dr. Hong Zhiliang
Dr. Chen Xichan
Mr. Wang Ruwei
Ms. Du Linlin

Registered Office:
No. 9, Dongdangtian Alley
Suzhou Industrial Park
Jiangsu Province
China

Headquarters and Principal Place of Business in the PRC:
No. 9, Dongdangtian Alley
Suzhou Industrial Park
Jiangsu Province
China

Principal Place of Business in Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong

January 7, 2026

To the Shareholders

Dear Sir or Madam,

APPOINTMENT OF OVERSEAS AUDITOR OF H SHARES FOR THE YEAR OF 2025

The purpose of this circular is to provide you with, among other things, information on appointment of overseas auditor of H Shares for the year of 2025.

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LETTER FROM THE BOARD

In accordance with the relevant requirements of China Securities Regulatory Commission and the Articles of Association of the Company in relation to the appointment of accounting firm and the recommendation of the audit committee of the Company on the appointment of accounting firm, the Board resolved the appointment of KPMG as the H Shares overseas auditor of the Company for the year of 2025, whose term shall commence on the date of appointment and end upon the conclusion of the Company's next annual Shareholders' meeting, and that the Board be authorized to fix its remuneration.

An ordinary resolution will be put forward at the ESM to approve the above matter.

ESM AND PROXY ARRANGEMENT

A notice convening the ESM to be held physically at 2:00 p.m. on Monday, January 26, 2026 at the Company's Conference Room, No. 9, Dongdangtian Alley, Suzhou Industrial Park, Jiangsu Province, the PRC, is set out on pages ESM-1 to ESM-2 of this circular for the purpose of considering and, if thought fit, passing the ordinary resolution approving the matter set out above. A form of proxy for use at the ESM (or any adjournment thereof) is enclosed with this circular. The form of proxy is also published on the websites of the Stock Exchange and the Company.

Whether or not you are able to attend the ESM (or any adjournment thereof), you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event, no later than 24 hours before the time fixed for holding the ESM (or any adjournment thereof). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the ESM (or any adjournment thereof) should you so desire. If you attend and vote at the ESM, the authority of your proxy will be revoked.

Pursuant to rule 13.39(4) of the Listing Rules, any voting by the Shareholders on any resolution at the ESM shall be taken by poll. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, none of the Shareholders has a material interest in any proposed resolution at the ESM and no Shareholders will be required to abstain from voting on such resolution to be proposed at the ESM.

For determining the H Shareholders' entitlement to attend and vote at the ESM, the H Share register of members of the Company will be closed from Wednesday, January 21, 2026 to Monday, January 26, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. Those H Shareholders whose names appear on the Company's register of members on Wednesday, January 21, 2026 shall be entitled to attend and vote at the ESM.

In order to attend and vote at the ESM, H Shareholders whose transfer documents have not been registered are required to lodge all duly completed transfer documents, accompanied by the relevant share certificates, 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, Wan Chai, Hong Kong (for H Shareholders) for registration no later than 4:30 p.m. on Tuesday, January 20, 2026.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board believes that the proposed resolution above is in the best interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favor of such resolution as set out in the notice of the ESM.

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 are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board

Suzhou Novosense Microelectronics Co., Ltd.

Mr. Wang Shengyang

Chairman of the Board and Executive Director

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NOTICE OF EXTRAORDINARY SHAREHOLDERS' MEETING

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.

NOVOSENSE

纳厄锻电子

Suzhou Novosense Microelectronics Co., Ltd.

蘇州纳芯微電子股份有限公司

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

(Stock code: 2676)

NOTICE OF EXTRAORDINARY SHAREHOLDERS' MEETING

NOTICE IS HEREBY GIVEN that an extraordinary Shareholders' meeting (the "ESM") of Suzhou Novosense Microelectronics Co., Ltd. (the "Company") will be convened and held physically at 2:00 p.m. on Monday, January 26, 2026 at the Company's Conference Room, No. 9, Dongdangtian Alley, Suzhou Industrial Park, Jiangsu Province, the PRC, for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

1. To appoint KPMG as the overseas auditor for the year of 2025.

By order of the Board

Suzhou Novosense Microelectronics Co., Ltd.

Mr. Wang Shengyang

Chairman of the Board and Executive Director

Hong Kong, January 7, 2026

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NOTICE OF EXTRAORDINARY SHAREHOLDERS' MEETING

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 ESM 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. An announcement on the voting results will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.novosns.com) in accordance with the Hong Kong Listing Rules.

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

Holders of H Shares are advised that the register of members of H Shares will be closed from Wednesday, January 21, 2026 to Monday, January 26, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. Holders of H Shares whose names appear on the register of members of H Shares kept at the H Share registrar on Wednesday, January 21, 2026 are entitled to attend and vote at the ESM. In order to be eligible to attend and vote at the ESM, all transfer documents of H Shares, 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, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, before 4:30 p.m. on Tuesday, January 20, 2026.

1. Proxy

Every Shareholder who has the right to attend and vote at the ESM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his/her behalf at the ESM. A proxy shall be appointed by a form of proxy in writing. The form of proxy shall be signed by the appointer or his/her attorney duly authorized in writing. If the appointer is a legal person, then the form of proxy shall be signed under a legal person’s seal or signed by its director or an attorney duly authorized in writing. In order to be valid, the aforesaid documents shall be lodged by the H Shareholders with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for holding the ESM (i.e. not later than 2:00 p.m. on Sunday, January 25, 2026) or any adjournment thereof. If the form of proxy appointing the proxy is signed by a person authorized by the appointer, the power of attorney or other documents of authority under which the form of proxy 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 form of proxy appointing the proxy at the H Share registrar.

1. Miscellaneous

(1) The ESM 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.

(2) Unless the context otherwise requires, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated January 7, 2026.

As of the date of this notice, the Directors are: (i) Mr. Wang Shengyang, Mr. Sheng Yun, Mr. Wang Yifeng and Mr. Jiang Chaoshang as executive Directors, (ii) Mr. Wu Jie as non-executive Director, and (iii) Dr. Hong Zhiliang, Dr. Chen Xichan, Mr. Wang Ruwei and Ms. Du Linlin as independent non-executive Directors.

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