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

Apr 28, 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 liabilities 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 2025 ANNUAL SHAREHOLDERS' MEETING

NOTICE IS HEREBY GIVEN THAT the 2025 annual shareholders' meeting (the "ASM") of Suzhou Novosense Microelectronics Co., Ltd. (the "Company") will be held physically at 3:00 p.m. on Tuesday, May 19, 2026, at the Company's Conference Room, No. 9, Dongdangtian Alley, Suzhou Industrial Park, Jiangsu Province, the PRC to consider, approve and authorise the following matters:

ORDINARY RESOLUTIONS

1. To consider and approve the Resolution on the Work Report of the Board of Directors for 2025;
2. To consider and approve the Resolution on the Profit Distribution Proposal for 2025;
3. To consider and approve the Resolution on the Re-appointment of Domestic and Overseas Auditing Firms for 2026;
4. To consider and approve the Resolution on the Application to Banks for Integrated Credit Facilities by the Company;
5. To consider and approve the Resolution on the Remuneration Plan of Directors for 2026;
6. To consider and approve the Resolution on Unrecovered Losses Reaching One Third of the Total Paid-in Capital;
7. To consider and approve the Resolution on the Amendments on the Remuneration Management Policy for Directors and Senior Management; and

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SPECIAL RESOLUTION

1. To consider and approve the Resolution on the Grant of a General Mandate to Repurchase H Shares of the Company.

(a) Approve the Board to exercise all the rights of the Company to repurchase the issued H Shares listed on the Stock Exchange with a nominal value of RMB1.00 each during the Relevant Period in accordance with all applicable laws, regulations, rules and/or requirements of the relevant PRC government or regulatory authorities, The Stock Exchange of Hong Kong Limited or any other government or regulatory authorities (as amended from time to time).

(b) Authorise the Board to repurchase H Shares not exceeding 10% of the total number of the H Shares in issue as at the date of passing of the proposed resolution (excluding any treasury shares) during the Relevant Period, provided that the repurchase price on any repurchase date shall not be equal to or higher than 105% of the average closing price of H Shares traded on the Hong Kong Stock Exchange for the five trading days preceding such repurchase date.

(c) The Repurchase Mandate shall include but not be limited to:

(1) Formulating and implementing a specific repurchase plan, including but not limited to determining the timing and duration of the repurchase, the number of H Shares to be repurchased and the repurchase price;

(2) Opening overseas stock accounts and handling relevant foreign exchange change registration;

(3) Performing the relevant approval and filing procedures (if any) as may be required by the relevant regulatory authorities and the Hong Kong Stock Exchange;

(4) Handling relevant matters related to the cancellation of repurchased shares and the reduction of issued share capital, making amendments to the Articles of Association as it thinks fit, and handling relevant statutory registration and filing procedures in and outside the PRC;

(5) Executing, performing, signing and taking all such documents, actions, matters and steps as the Board considers appropriate, necessary or expedient in connection with and to give effect to the proposed repurchase of H Shares in accordance with relevant laws, regulations and rules.

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(d) The “Relevant Period” referred to in this resolution means the period from the date of consideration and approval of this resolution at the general meeting until the earliest of:

(1) the conclusion of the first annual shareholders’ meeting following the passing of this resolution; and

(2) the date on which the mandate granted under this resolution is revoked or varied by a special resolution of the shareholders at a general meeting.

By order of the Board
Suzhou Novosense Microelectronics Co., Ltd.
Mr. Wang Shengyang
Chairman of the Board and Executive Director

Hong Kong
April 27, 2026

Notes:

(A) The Company’s register of members of H Shares will be closed from Thursday, May 14, 2026 to Tuesday, May 19, 2026 (both days inclusive), during such period no transfer of H Shares will be registered. Holders of H Shares whose names appear on the H Share register of members on Tuesday, May 19, 2026 (being the record date) will be entitled to attend and vote at the ASM. In order to be qualified for attending and voting at the ASM, all documents on transfers of H Shares must be lodged with the registrar of H Shares of the Company no later than 4:30 p.m. on Wednesday, May 13, 2026.

The address of the Registrar of H Shares is:

Computershare Hong Kong Investor Services Limited
Shops 1712-1716, 17th Floor, Hopewell Centre
183 Queen’s Road East, Wan Chai
Hong Kong

(B) Details of the correspondence address of the Company are as follows:

No. 9, Dongdangtian Alley
Suzhou Industrial Park
Jiangsu Province
China
Tel: (86) 512-62601802-823

(C) Holders of H Shares who have the right to attend and vote at the ASM are entitled to appoint one or more proxies (whether or not a member) in writing to attend and vote on their behalf. For those Shareholders who appoint more than one proxy, such proxies can only exercise their voting rights by way of polls. Shareholders or their proxies attending the ASM shall produce their identity documents.

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(D) The instrument appointing a proxy must be in writing and signed by the appointer or his/her attorney duly authorised in writing. In the event that such instrument is signed by an attorney of the appointer, an authorisation instrument that authorises such signatory shall be notarised.

(E) To be valid, the proxy form (and if the proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, then together with such power of attorney or other authority) must be deposited at the registrar of H Shares of the Company, Computershare Hong Kong Investor Services Limited no later than 24 hours before the specified time for the holding of the ASM (i.e., no later than 3:00 p.m. on Monday, May 18, 2026, Hong Kong time). The address is: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

(F) If a proxy is appointed to attend the ASM on behalf of a Shareholder, the proxy must indicate its identification document and the authorisation instrument with the date of issue and duly signed by the proxy and its legal representative, and in the case of legal representative of legal person Shareholders, such legal representative must show its own identification document and valid document to identify its identity as legal representative. If a legal person Shareholder appoints a company’s representative other than its legal representative to attend the ASM, such representative must show its own identification document and the authorisation instrument bearing the company chop of the legal person Shareholder and duly signed by its legal representative.

(G) Completion and delivery of the proxy form will not preclude a holder of H Shares from attending and voting in person at the ASM if he/she so wishes.

(H) H Shareholders or their agents attending 2025 ASM must show their own identification documents.

(I) The ASM is expected to last for a half day, and H Shareholders attending the ASM will be responsible for their own travelling and accommodation expenses.

(J) 2025 ASM will be voted on by poll. Results of the poll voting will be published on HKExnews’ website (www.hkexnews.hk) and the Company’s website (www.novosns.com).

CLOSURE OF REGISTER OF H SHARE MEMBERS

In order to determine the H Shareholders who are entitled to attend and vote at the ASM, the register of members of H Shares of the Company will be closed from May 14, 2026 to May 19, 2026 (both days inclusive), during which period no transfer of shares will be registered. Holders of H Shares who have lodged the duly completed transfer documents accompanied by the relevant share certificates with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by 4:30 p.m. on May 13, 2026, the transferee but not the transferor shall be regarded as holder of the relevant H Shares and will be entitled to attend and vote at 2025 ASM. H Shareholders whose names are recorded in the register of members of the Company on May 19, 2026 are entitled to attend and vote at the ASM.

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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