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TravelSky Technology Limited Proxy Solicitation & Information Statement 2026
49402_rns_2026-06-03_a43bae06-c484-426c-bf62-16085f566a8d.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any 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, stock broker, solicitor, professional accountant or other appropriate independent advisers.
If you have sold or transferred all your shares in TravelSky Technology Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities 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.
中國民航信息網絡股份有限公司
TravelSky Technology Limited
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00696)
(1) PROPOSED CHANGE OF AUDITOR;
(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
AND
(3) NOTICE OF 2025 ANNUAL GENERAL MEETING
A notice convening the AGM to be held at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC at 9: 30 a.m. on Friday, 26 June 2026 is set out on pages 6 to 8 of this circular.
Whether or not you are able to attend the AGM, you are advised to read the notice of the AGM and to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (in case of H Shareholders) or the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Houshayu Town, Shunyi District, Beijing, the PRC (in case of Domestic Shareholders), not less than 24 hours before the time stipulated for convening the AGM or any adjourned meeting thereof. Completion and delivery of the form of proxy will not prevent you from attending, and voting at, the AGM or any adjournment thereof if you so wish.
4 June 2026
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD... 3
NOTICE OF 2025 ANNUAL GENERAL MEETING... 6
APPENDIX - BUSINESS TO BE CONSIDERED AT THE AGM... 9
- i -
DEFINITIONS
In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:
"AGM" or "Annual General Meeting" the 2025 annual general meeting of the Company to be held at 9:30 a.m. on Friday, 26 June 2026, and the notice of which is set out on pages 6 to 8 of this circular
"Articles of Association" the articles of association of the Company, as amended, modified or otherwise supplemented from time to time
"Board" the board of Directors
"CASBE" China Accounting Standards for Business Enterprises
"Company" TravelSky Technology Limited, a company incorporated under the laws of the PRC whose H Shares are listed on the Main Board of the Stock Exchange and whose American depositary shares are traded on the over-the-counter market in the United States of America
"Director(s)" the director(s) of the Company
"Domestic Share(s)" domestic share(s) with a nominal value of RMB1.00 each in the share capital of the Company
"Domestic Shareholder(s)" holder(s) of Domestic Share(s)
"Group" the Company and its subsidiaries
"H Share(s)" overseas listed foreign invested share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Stock Exchange and are traded in HK$ (Stock Code: 00696)
"H Shareholder(s)" holder(s) of H Share(s)
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
- 1 -
DEFINITIONS
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)
"PRC" or "China"
the People's Republic of China and, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan
"Registrar"
the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited
"RMB"
Renminbi, the lawful currency of the PRC
"Shareholders"
H Shareholders and Domestic Shareholders
"Shares"
H Shares and Domestic Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Working Rules of the Board of Directors"
the working rules of the board of directors of the Company, as amended, modified or otherwise supplemented from time to time
"%"
per cent
- 2 -
LETTER FROM THE BOARD
中國民航信息網絡股份有限公司
TravelSky Technology Limited
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00696)
Directors:
Jiang Bo (Chairman)
Sun Yuquan
Qu Guangji
He Xiaoqun
Liu Zehong
Chan Wing Tak Kevin
Xu Hongzhi
Liang Shuang*
- Executive Director
** Non-executive Directors
*** Independent non-executive Directors
*** Employee Representative Director
Registered office in the PRC:
7 Yu Min Da Street,
Houshayu Town,
Shunyi District,
Beijing 101308,
the PRC
Principal place of business
in Hong Kong:
Room 2201-05, 22/F.,
China Resources Building,
26 Harbour Road,
Wanchai,
Hong Kong
4 June 2026
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED CHANGE OF AUDITOR;
(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
(3) NOTICE OF 2025 ANNUAL GENERAL MEETING
- INTRODUCTION
On behalf of the Board, I invite you to attend the AGM to be held at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC on Friday, 26 June 2026.
The purpose of this circular is to provide you with the notice of the AGM, and to provide you with all the information reasonably necessary to enable you to make informed decisions on whether to vote for or against the proposed resolutions at the AGM.
- BUSINESS TO BE CONSIDERED AT THE AGM
The items of business to be considered at the AGM are described in detail in the notice of the AGM set out on pages 6 to 8 of this circular. At the AGM, the following will be proposed
LETTER FROM THE BOARD
for approval as ordinary resolutions: (1) the resolution in relation to the report of the Board of the Company for the year ended 31 December 2025; (2) the resolution in relation to the audited financial statements of the Group (i.e. the Company and its subsidiaries) for the year ended 31 December 2025; (3) the resolution in relation to the allocation of profit and the distribution of final dividend of the Company for the year ended 31 December 2025; (4) the resolution in relation to the appointment of auditor for the year ending 31 December 2026 and the authorization to the Board to fix the remuneration thereof; and (5) the resolution in relation to the proposed amendments to the Working Rules of the Board of Directors; at the AGM, the following will be proposed for approval as a special resolution: (6) the resolution in relation to the proposed amendments to the Articles of Association.
In order to enable you to have a better understanding on the resolutions to be proposed at the AGM and to make informed decisions thereof with sufficient and necessary information, we have provided the Shareholders with detailed information in the appendix to this circular, including information and details of the resolutions to be proposed at the AGM for approval.
3. AGM
A notice convening the AGM to be held at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC at 9: 30 a.m. on Friday, 26 June 2026 is set out on pages 6 to 8 of this circular.
A proxy form to be used at the AGM is enclosed herewith. If you intend to appoint a proxy to attend the AGM, you are required to complete and return the enclosed proxy form in accordance with the instructions printed thereon. The proxy form should be returned to the Registrar at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders) or to the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Houshayu Town, Shunyi District, Beijing, the PRC (for Domestic Shareholders), in person or by post not less than 24 hours before the time stipulated for convening the AGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending, and voting at, the AGM or any adjournment thereof if you so wish.
For the purpose of determining Shareholders' entitlement to attend the AGM, the Domestic Shares and the H Shares register of members will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026 (both days inclusive), during which period no transfer of any Shares will be registered. In order to attend the AGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration at the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Houshayu Town, Shunyi District, Beijing, the PRC (for Domestic Shareholders) or the Registrar of Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders), no later than 4: 30 p.m. on Monday, 22 June 2026. Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company on Friday, 26 June 2026 will be eligible to attend the AGM.
LETTER FROM THE BOARD
4. VOTING AT THE AGM
In accordance with the relevant requirements of the Listing Rules, the resolutions set out in the notice of the AGM will be voted by way of poll. The poll results will be published on the websites of the Company and the Stock Exchange.
5. RECOMMENDATIONS
The Directors (including the independent non-executive Directors) consider that the resolutions as set out in the notice of the AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the AGM.
6. ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the appendix to this circular.
Yours faithfully,
By order of the Board
TravelSky Technology Limited
Jiang Bo
Chairman
- 5 -
NOTICE OF 2025 ANNUAL GENERAL MEETING
中國民航信息網絡股份有限公司
TravelSky Technology Limited
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00696)
NOTICE OF 2025 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (the “AGM” or “Annual General Meeting”) of TravelSky Technology Limited (the “Company”) shall be held at the conference room of Headquarters Building, TravelSky High-tech Industrial Park, Shunyi District, Beijing, the PRC at 9: 30 a.m. on Friday, 26 June 2026 for the purpose of considering and approving, if thought fit, the following resolutions (unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 4 June 2026):
ORDINARY RESOLUTIONS
- To consider and approve the resolution in relation to the report of the Board of the Company for the year ended 31 December 2025.
- To consider and approve the resolution in relation to the audited financial statements of the Group (i.e. the Company and its subsidiaries) for the year ended 31 December 2025.
- To consider and approve the resolution in relation to the allocation of profit and the distribution of final dividend of the Company for the year ended 31 December 2025.
- To consider and approve the resolution in relation to the appointment of auditor for the year ending 31 December 2026 and the authorization to the Board to fix the remuneration thereof.
- To consider and approve the resolution in relation to the proposed amendments to the Working Rules of the Board of Directors.
SPECIAL RESOLUTION
- To consider and approve the resolution in relation to the proposed amendments to the Articles of Association.
By order of the Board
TravelSky Technology Limited
Jiang Bo
Chairman
Beijing, the People's Republic of China
4 June 2026
NOTICE OF 2025 ANNUAL GENERAL MEETING
Notes:
-
Details of the above resolutions are set out in the appendix to the circular of the Company dated 4 June 2026.
-
For the purpose of determining Shareholders’ entitlement to attend the AGM, the Domestic Shares and the H Shares register of members will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026 (both days inclusive), during which period no transfer of any Shares will be registered. In order to attend the AGM, all share transfers, accompanied by the relevant share certificates, must be lodged for registration at the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Houshayu Town, Shunyi District, Beijing, the PRC (for Domestic Shareholders) or the Registrar of Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders), no later than 4: 30 p.m. on Monday, 22 June 2026. Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company on Friday, 26 June 2026 will be eligible to attend the AGM.
-
The Board has recommended a final dividend of RMB0.276 per Share (tax inclusive) for the year ended 31 December 2025 and, if such dividend is approved by the Shareholders upon passing the resolution No. 3, it is expected to be paid to those Shareholders whose names appear on the register of members of the Company on Friday, 10 July 2026.
To determine the identity of the Shareholders entitled to receive the final dividend, the Domestic Shares and the H Shares register of members will be closed from Tuesday, 7 July 2026 to Friday, 10 July 2026 (both days inclusive), during which period no transfer of any Shares will be registered. In order to be entitled to the final dividend, Shareholders who have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates with the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Houshayu Town, Shunyi District, Beijing, the PRC (for Domestic Shareholders) or the Company’s Registrar, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders), no later than 4: 30 p.m. on Monday, 6 July 2026.
-
In accordance with the relevant requirements of the Listing Rules, the resolutions set out in the notice of the AGM will be voted by way of poll. The poll results will be published on the websites of the Company and the Stock Exchange.
-
Each Shareholder who is entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on behalf of him/her. A proxy needs not to be a Shareholder of the Company.
-
In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, should be completed and deposited at the liaison office of the Company in Beijing (for Domestic Shareholders) or the Registrar of the Company (for H Shareholders), at least 24 hours before the AGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude a Shareholder from attending in person and voting at the AGM or any adjournment thereof should he/she so wish. If the Shareholders or their proxies choose to attend the meeting in person, please ensure that the identity information and contact telephone number are properly completed in the proxy form so that the Company can arrange for the identity verification registration required to enter the venue in advance for you, or contact you urgently in case of any emergency.
-
In case of joint shareholdings and the joint Shareholder or the proxy attending the AGM is more than one person, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose seniority will be determined by the order in which the names appear in the register of members of the Company in respect of the joint shareholdings.
NOTICE OF 2025 ANNUAL GENERAL MEETING
-
The AGM is expected to last for half a day. Shareholders (or their proxies) attending the AGM shall bear their own travelling and accommodation expenses, upon arrival at the venue, please follow the instructions of the staff to check in, produce your identity documents, and cooperate with the Company in verifying your identity and confirming shareholding information to complete the registration procedures for entry. The Company does not intend to reduce the opportunity for the Shareholders to exercise their rights and vote in any way. However, please note that only Shareholders or their proxies whose information is consistent with the details recorded in the register of members provided by the Registrar to the Company or stated in the proxy form will be allowed to enter the venue of general meeting, attend the meeting and vote thereat. Individuals who refuse to comply with local regulatory requirements regarding public order or epidemic prevention (if any) may be denied entry to the venue.
-
All times and dates specified herein refer to local times and dates of Beijing, the PRC.
-
8 -
APPENDIX
BUSINESS TO BE CONSIDERED AT THE AGM
ORDINARY RESOLUTIONS
1. THE REPORT OF THE BOARD OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025
In accordance with the requirements of the relevant regulations and the Articles of Association, the Board of the Company prepared the Report of the Board of the Company for the year ended 31 December 2025. Please refer to the section headed "Report of Directors" in the 2025 annual report of the Company for details.
2. THE AUDITED FINANCIAL STATEMENTS OF THE GROUP FOR THE YEAR ENDED 31 DECEMBER 2025
Please refer to the audited financial statements of the Group for the year ended 31 December 2025 in the 2025 annual report of the Company for details. The 2025 final accounts prepared by the Company in accordance with the CASBE are summarized as follows:
(i) Revenue and profit
According to the consolidated financial statements of the Company for the year ended 31 December 2025, the Company recorded total revenue of approximately RMB8,765.8 million and total operating expenses of approximately RMB6,333.1 million for the year. Total profit and net profit for the year amounted to approximately RMB2,684.7 million and RMB2,405.9 million respectively, and the net profit attributable to shareholders of the parent company amounted to approximately RMB2,341.6 million.
(ii) Assets and liabilities
According to the consolidated financial statements of the Company for the year ended 31 December 2025, as at the end of 2025, the Company's total assets amounted to approximately RMB33,190.6 million, including approximately RMB23,888.1 million of total current assets and approximately RMB9,302.5 million of total non-current assets; the Company's total liabilities amounted to approximately RMB8,565.4 million.
3. THE ALLOCATION OF PROFIT AND THE DISTRIBUTION OF FINAL DIVIDEND OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025
The Board has recommended an appropriation of 10% of the profit after taxation of the Company for the year 2025 to the discretionary surplus reserve fund, amounting to approximately RMB192.1 million. The Board has also recommended a final cash dividend of approximately RMB807.6 million, which represents RMB0.276 per Share (tax inclusive) for the year ended 31 December 2025. If such dividend is approved by the Shareholders, it is expected to be paid to those Shareholders whose names appear on the register of members of the Company on Friday, 10 July 2026. Meanwhile, it is proposed at the AGM to authorize the Board to be responsible for matters relating to the distribution of dividend, including but not limited to determining the progress and timing of the distribution, terminating the distribution under special circumstances and other matters relating to the implementation of the dividend distribution plan.
APPENDIX
BUSINESS TO BE CONSIDERED AT THE AGM
To determine the identity of the Shareholders entitled to receive the final dividend, the Domestic Shares and the H Shares register of members will be closed from Tuesday, 7 July 2026 to Friday, 10 July 2026 (both days inclusive), during which period no transfer of any Shares will be registered. In order to be entitled to the final dividend, Shareholders who have not registered the transfer documents are required to deposit the transfer documents together with the relevant share certificates with the liaison office of the Company in Beijing at A1-805, TravelSky High-tech Industrial Park, Houshayu Town, Shunyi District, Beijing, the PRC (for Domestic Shareholders) or the Company's Registrar, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shareholders), no later than 4:30 p.m. on Monday, 6 July 2026.
4. THE APPOINTMENT OF AUDITOR FOR THE YEAR ENDING 31 DECEMBER 2026 AND THE AUTHORIZATION TO THE BOARD TO FIX THE REMUNERATION THEREOF
Reference is made to the announcement of the Company dated 1 June 2026 in relation to the proposed change of auditor of the Company.
The Board proposed to appoint WUYIGE Certified Public Accountants LLP ("WUYIGE") as the auditor of the Company for the year 2026 and authorize the Board to fix the remuneration thereof, subject to the approval by the Shareholders at the AGM.
For the financial year ending 31 December 2026, the estimated fees payable to WUYIGE for audit services provided to the Company range from approximately RMB1.816 million to RMB2.231 million; the estimated fees payable to WUYIGE for non-audit services provided to the Company are RMB0.714 million.
The estimated audit fees were determined by the Company through a competitive tender process based on fair and reasonable pricing principles, taking into full consideration factors such as the scale, nature and complexity of the Group's operations, the anticipated scope of the audit, the expected standard of audit services required, the audit timeline and the level and resources of the professional staff to be deployed. The estimated audit fees are also based on the following assumptions: there will be no material changes in the Group's operating conditions, accounting policies or regulatory environment during the financial year, and the Company will provide adequate assistance and information in a timely manner as reasonably required for the audit.
Unless there are material changes to the aforementioned basis or assumptions, the final audit fees are not expected to differ materially from the initially disclosed estimated amount. Should any material changes occur, the Company will make further disclosures in a timely manner.
WUYIGE is a firm of practicing accountants which has been approved by the Ministry of Finance of the PRC and the China Securities Regulatory Commission and eligible to provide auditing services by using the CASBE to the mainland incorporated issuers listed in Hong Kong.
APPENDIX
BUSINESS TO BE CONSIDERED AT THE AGM
Upon approval by the Shareholders at the AGM, WUYIGE will be appointed as the auditor to audit the Company's financial reports in accordance with the CASBE and discharge the duties under the Listing Rules, with a term of office until the conclusion of the 2026 annual general meeting of the Company.
5. THE PROPOSED AMENDMENTS TO THE WORKING RULES OF THE BOARD OF DIRECTORS
Reference is made to the announcement of the Company dated 1 June 2026, in relation to the Board's proposed amendments to the Working Rules of the Board of Directors, to, among other things, align with the proposed amendments to the Articles of Association and optimize the corporate governance and standardized operation. The proposed amendments to the Working Rules of the Board of Directors shall be subject to approval of the Shareholders at the AGM.
| Before amendment | After amendment | ||
|---|---|---|---|
| Article 13 | In addition to matters that should be decided by the shareholders' meeting according to the laws, regulations and the Listing Rules that are applicable to the Company, or matters that are prohibited by laws and regulations, the Board of Directors of the Company is responsible for reviewing or making decisions on the following major matters related to business management: |
...
(12) Determination on internal loans between the listed company and its controlled non-financial subsidiaries (including between such subsidiaries) totaling no less than RMB80 million for twelve (12) consecutive months, as well as any internal loans involving financial business subsidiaries;
...
(22) Determination on major acquisition or sale plans of the listed company and its holding subsidiaries, spin-off listing plans, major construction projects worth no less than RMB80 million, and major asset restructuring and capital operations plans that have a significant impact on the listed company group; ... | Article 13 | In addition to matters that should be decided by the shareholders' meeting according to the laws, regulations and the Listing Rules that are applicable to the Company, or matters that are prohibited by laws and regulations, the Board of Directors of the Company is responsible for reviewing or making decisions on the following major matters related to business management:
...
(12) Determination on internal loans between the listed company and its controlled non-financial subsidiaries (including between such subsidiaries) totaling no less than RMB8050 million for twelve (12) consecutive months, as well as any internal loans involving financial business subsidiaries;
...
(22) Determination on major acquisition or sale plans of the listed company and its holding subsidiaries, spin-off listing plans, major construction projects worth no less than RMB8050 million, and major asset restructuring and capital operations plans that have a significant impact on the listed company group; |
APPENDIX
BUSINESS TO BE CONSIDERED AT THE AGM
| Before amendment | After amendment | ||
|---|---|---|---|
| Article 39 | The general manager shall attend the Board Meetings, and when the general manager is unable to attend the Board Meetings, he shall, with the approval of the chairman of the Board of Directors, designate at least one (1) deputy general manager as the representative of the management to attend the Board Meetings. | Article 39 | The non-director general manager shall attend the Board Meetings, and when the general manager is unable to attend the Board Meetings, he shall, with the approval of the chairman of the Board of Directors, designate at least one (1) deputy general manager as the representative of the management to attend the Board Meetings. |
| Article 40 | The deputy general manager who is responsible for the matters to be considered by the Board of Directors shall attend the relevant Board Meetings; the chief accountant shall attend the Board Meetings when the Board of Directors is considering issues related to finance and accounting, investment and financing, and performance; the general counsel and the Secretary of the Board of Directors shall attend each Board Meeting. If the above deputy general manager, chief accountant, general counsel and Secretary of the Board of Directors cannot attend the Board Meetings, the chairman of the Board of Directors may, with the approval of the chairman of the Board of Directors, appoint the person in charge of the relevant department of the company to attend the Board Meetings as the representative. | Article 40 | The deputy general manager who is responsible for the matters to be considered by the Board of Directors shall attend the relevant Board Meetings; the chief accountant shall attend the Board Meetings when the Board of Directors is considering issues related to finance and accounting, investment and financing, and performance; The deputy general manager, the chief accountant, the general counsel and the Secretary of the Board of Directors of the Company shall attend each the Board Meetings. If the above deputy general manager, chief accountant, general counsel and Secretary of the Board of Directors cannot attend the Board Meetings, the chairman of the Board of Directors may, with the approval of the chairman of the Board of Directors, appoint the person in charge of the relevant department of the company to attend the Board Meetings as the representative they shall ask for leave from the chairman of the Board of Directors prior to the Board Meetings. |
| Full content of the Working Rules of the Board of Directors | The “office of the Board” or “office of the Board of Directors” shall be amended to the “Board Work Department”, except for the phrase “permanent office of the board of directors”. |
Note: The Working Rules of the Board of Directors have been prepared in Chinese and the English version is therefore a translation for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.
APPENDIX
BUSINESS TO BE CONSIDERED AT THE AGM
SPECIAL RESOLUTION
6. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Reference is made to the announcement of the Company dated 27 February 2026, in relation to the Board’s proposed amendments to the Articles of Association to change the Company’s business scope and registered address. The proposed amendments are primarily made in response to the Company’s business operations, domicile status, and the requirements of the industrial and commercial registration authorities, including: (i) the Company intends to further expand its business scope to include “type I value-added telecommunication business and type II value-added telecommunication business”; and (ii) to maintain consistency with the address information recorded in the newly acquired real property certificate, the Company intends to update its registered address as set out in the Articles of Association. Details of the proposed amendments are set out in the table below (the registration of the business scope in the Company’s business license and the Articles of Association shall be subject to the records of the industrial and commercial registration authorities).
Reference is also made to the announcement of the Company dated 1 June 2026, in relation to the Board’s proposed amendments to the Articles of Association, to adjust the terms of reference of the president of the Company subject to the corporate governance framework established under the Company Law of the People’s Republic of China, relevant laws and regulations and the applicable domestic and foreign regulatory rules and based on actual operation development of the Company.
The proposed amendments to the Articles of Association shall be subject to approval of the Shareholders at the AGM.
APPENDIX
BUSINESS TO BE CONSIDERED AT THE AGM
| Before amendment | After amendment | ||
|---|---|---|---|
| Chapter 1 General Provisions Article 3 | Domicile of the Company: No.7 Yumin Street, Houshayu Town, Shunyi District, Beijing, the PRC | ||
| Postal code: 101308 | |||
| ... | Chapter 1 General Provisions Article 3 | Domicile of the Company: Room A2912, Building 5, No. 8 Yard, Yuhang Road, No. 7 Yumin Street, Houshayu Town, Shunyi District, Beijing, the PRC | |
| Postal code: 1013080 | |||
| ... | |||
| Chapter 2 Purpose and Scope of Business Article 13 | Authorized item: internet information service. (items that require approval according to law shall be subject to relevant operations are subject to the approval from the relevant department. Specific business items are subject to approval documents or licenses from relevant department.) |
General items: industrial internet data service, digit technology service, internet data service, network technology service, computer software and hardware and peripheral equipment manufacturing, wholesale of computer hardware and peripherals; retail sale of computer hardware and peripherals; software development; technical services, technical development, technical consultation, technical exchange, technology transfer, technology promotion; information technology consulting services; computer system services; information system operation and maintenance services; sale of communication equipment; leasing services (excluding leasing services requiring permits); software sales; sale of cloud computing equipment; sale of network equipment; technology import and export; goods import and export; information consulting services (excluding consulting services requiring permits); information system integration services; integration of intelligent control systems. (except for projects that require approval in accordance with the law, business activities can be carried out independently in accordance with the law with a business license) (it is not allowed to engage in business activities that are prohibited or restricted by national and municipal industrial policies.) | Chapter 2 Purpose and Scope of Business Article 13 | Authorized item: internet information service; type I value-added telecommunication business and type II value-added telecommunication business. (items that require approval according to law shall be subject to relevant operations are subject to the approval from the relevant department. Specific business items are subject to approval documents or licenses from relevant department.)
General items: industrial internet data service, digit technology service, internet data service, network technology service, computer software and hardware and peripheral equipment manufacturing, wholesale of computer hardware and peripherals; retail sale of computer hardware and peripherals; software development; technical services, technical development, technical consultation, technical exchange, technology transfer, technology promotion; information technology consulting services; computer system services; information system operation and maintenance services; sale of communication equipment; leasing services (excluding leasing services requiring permits); software sales; sale of cloud computing equipment; sale of network equipment; technology import and export; goods import and export; information consulting services (excluding consulting services requiring permits); information system integration services; integration of intelligent control systems. (except for projects that require approval in accordance with the law, business activities can be carried out independently in accordance with the law with a business license) (it is not allowed to engage in business activities that are prohibited or restricted by national and municipal industrial policies.) |
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APPENDIX
BUSINESS TO BE CONSIDERED AT THE AGM
| Before amendment | After amendment | ||
|---|---|---|---|
| Chapter 13 | |||
| President | |||
| Article 116 | The president (general manager) shall be accountable to the board of directors and exercise the following functions and powers: |
...
(10) to draft plans for the Company to increase or reduce registered capital, as well as major reforms, restructuring plans, major acquisitions or sales plans, merger plans, separation or spin-off plans, major engineering construction plans, major capital operation plans for the consideration of the board of directors, to determine and organize the implementation of engineering construction plan with a value of less than RMB80 million;
... | Chapter 13
President
Article 116 | The president (general manager) shall be accountable to the board of directors and exercise the following functions and powers:
...
(10) to draft plans for the Company to increase or reduce registered capital, as well as major reforms, restructuring plans, major acquisitions or sales plans, merger plans, separation or spin-off plans, major engineering construction plans, major capital operation plans for the consideration of the board of directors, to determine and organize the implementation of engineering construction plan with a value of less than RMB80 million and to decide on engineering construction projects with an annual budget of less than RMB50 million (including projects’ overall planning and design, total investment budget, land bidding, etc.);
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Note: The Articles of Association have been prepared in Chinese and the English version is therefore a translation for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.