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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in TUHU Car Inc., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

谅虎养车

TUHU Car Inc.

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 9690)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES (INCLUDING SALE OR TRANSFER OF TREASURY SHARES) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS PROPOSED RE-APPOINTMENT OF AUDITORS PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the annual general meeting of TUHU Car Inc. to be held at Meeting Room No. 19, 7/F, Building 24, Caohejing Technology Oasis Phase 3, No. 1999 Yishan Road, Minhang District, Shanghai, PRC on Friday, 5 June 2026 at 10:00 a.m. is set out on pages 30 to 34 of this circular. A form of proxy for use at the annual general meeting is also enclosed, and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.tuhu.cn).

Whether or not you are able to attend the annual general meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong 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, but in any event not less than 48 hours before the time appointed for holding the meeting (i.e. not later than 10:00 a.m. on Wednesday, 3 June 2026) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting should you so wish. For the avoidance of doubt, holders of treasury Shares (if any) shall abstain from voting at the Company's general meeting.

Reference to time and dates in this circular are to Hong Kong time and dates.

23 April 2026

CONTENTS

Page

Definitions 1

Letter from the Board

Introduction 4
Proposed Granting of General Mandate to Repurchase Shares 5
Proposed Granting of General Mandate to Issue Shares (Including Sale or Transfer of Treasury Shares) 5
Proposed Re-election of the Retiring Directors 6
Proposed Re-appointment of Auditors 7
Proposed Amendments to the Existing Memorandum and Articles of Association and Adoption of the New Memorandum and Articles of Association 7
AGM and Proxy Arrangement 8
Responsibility Statement 10
Recommendation 10
General Information 10

Appendix I - Explanatory Statement on the Share Repurchase Mandate 11

Appendix II - Details of the Retiring Directors Proposed to be Re-elected at the AGM. 15

Appendix III - Proposed amendments to the Memorandum and Articles of Association 21

Notice of the Annual General Meeting 30

DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be held at Meeting Room No. 19, 7/F, Building 24, Caohejing Technology Oasis Phase 3, No. 1999 Yishan Road, Minhang District, Shanghai, PRC on Friday, 5 June 2026 at 10:00 a.m., or any adjournment thereof

"Articles of Association"
the articles of association of the Company currently in force, as amended from time to time

"Board"
the board of Directors of the Company

"CCASS"
the Central Clearing and Settlement System, a securities settlement system, established and operated by HKSCC

"Class A Share(s)"
Class A ordinary share(s) in the share capital of our Company with a par value of US$0.00002 each, conferring a holder of a Class A Share one vote per share on any resolution tabled at our Company's general meetings

"Class B Share(s)"
Class B ordinary share(s) in the share capital of our Company with a par value of US$0.00002 each, conferring weighted voting rights in our Company such that a holder of a Class B Share is entitled to ten votes per share on any resolution tabled at our Company's general meetings, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per share

"close associate(s)"
has the meaning ascribed thereto under the Listing Rules

"Company"
TUHU Car Inc., an exempted company incorporated in the Cayman Islands with limited liability on 8 July 2019, and whose Class A Shares are listed on the Stock Exchange

"Director(s)"
the director(s) of the Company

"Existing Memorandum and Articles of Association"
the existing fifth amended and restated memorandum and articles of association of the Company currently in force

DEFINITIONS

“Group”	our Company and its subsidiaries from time to time
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of China
“Latest Practicable Date”	14 April 2026, being the latest practicable date prior to the publication of this circular for ascertaining certain information for inclusion in this circular
“Listing Date”	26 September 2023, the date on which the Class A Shares were listed on the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
“New Memorandum and Articles of Association”	the sixth amended and restated memorandum and articles of association of the Company incorporating the Proposed Amendments
“PRC”	the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan)
“Reserved Matters”	those matters with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Articles of Association, being: (i) any amendment to the memorandum of articles of the Company or Articles of Association, including the variation of the rights attached to any class of Shares; (ii) the appointment, election or removal of any independent non-executive Director; (iii) the appointment or removal of the Auditor; and (iv) the voluntary liquidation or winding-up of the Company
“RMB”	Renminbi, the lawful currency of the PRC

– 2 –

DEFINITIONS

"SFO"
the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

"Share(s)"
the Class A Shares and/or Class B Shares in the share capital of the Company, as the context so requires (save for any treasury Shares, the holders of which shall abstain from voting at the Company's general meetings for the purpose of the Listing Rules)

"Share Issue Mandate"
the general mandate to Directors to exercise the power of the Company to allot, issue and deal with new Class A Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing the ordinary resolution approving such mandate

"Share Repurchase Mandate"
the general mandate to Directors to exercise the power of the Company to repurchase Shares not exceeding 10% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing the ordinary resolution approving such mandate

"Shareholder(s)"
holder(s) of Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
the Code on Takeovers and Mergers issued by the Securities and Futures Commission

"treasury Shares"
has the meaning ascribed thereto under the Listing Rules

"US$"
United States dollars, the lawful currency of the United States of America

"weighted voting rights"
has the meaning ascribed thereto under the Listing Rules

"WVR Beneficiary"
has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Chen Min, being the ultimate holder of the Class B Shares, entitling him to weighted voting rights

"%"
per cent

LETTER FROM THE BOARD

德虎赛车

TUHU Car Inc.

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 9690)

Executive Directors:

Mr. Chen Min (Chairman and Chief Executive Officer)

Mr. Hu Xiaodong (President)

Non-executive Director:

Mr. Yao Leiwen

Independent Non-executive Directors:

Ms. Yan Huiping

Ms. Zhou Lingfei

Mr. Wang Jingbo

Registered Office:

PO Box 309, Ugland House

Grand Cayman KY1-1104

Cayman Islands

Headquarters:

8/F, Building 24

1999 Yishan Road

Minhang District

Shanghai

The People's Republic of China

Principal Place of Business in Hong Kong:

46/F, Hopewell Centre

183 Queen's Road East

Wan Chai

Hong Kong

23 April 2026

To the Shareholders

Dear Sir/Madam

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

(INCLUDING SALE OR TRANSFER OF TREASURY SHARES)

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

PROPOSED RE-APPOINTMENT OF AUDITORS

PROPOSED AMENDMENTS TO THE MEMORANDUM AND

ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you a notice of the AGM, and to provide information in respect of the resolutions to be proposed at the AGM regarding the proposed granting of the Share Repurchase Mandate, the Share Issue Mandate, the proposed re-election of the retiring Directors, re-appointment of Auditors and the proposed amendments to the Existing Memorandum and Articles of Association and adoption of New Memorandum and Articles of Association.

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

Pursuant to a resolution passed by the then Shareholders on 6 June 2025 (the "2025 AGM"), the Directors were granted a general mandate to repurchase the Class A Shares on the Stock Exchange. Up to the Latest Practicable Date, such mandate, to the extent not fully utilised by the date of the AGM, will lapse at the conclusion of the AGM.

As at the Latest Practicable Date, the issued share capital of the Company comprised 827,262,593 Shares, out of which 759,343,733 were Class A Shares and 67,918,860 were Class B Shares.

In order to give the Company the flexibility to repurchase the Class A Shares if and when appropriate, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant to the Directors the Share Repurchase Mandate to repurchase the Class A Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding treasury Shares) as at the date of passing of the proposed ordinary resolution, details of which are set out in the proposed ordinary resolution 7 in the notice of the AGM (i.e. a maximum of 82,726,259 Class A Shares to be repurchased by the Company, on the basis that the total issued share capital of the Company of 827,262,593 Shares (excluding treasury Shares) remains unchanged from the Latest Practicable Date to the date of the AGM).

The Share Repurchase Mandate, if granted, will remain in effect 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 to be held by any applicable laws or regulations or the Articles of Association; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing the requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Share Repurchase Mandate is set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES (INCLUDING SALE OR TRANSFER OF TREASURY SHARES)

Pursuant to a resolution passed by the then Shareholders at the 2025 AGM, the Directors were granted a general mandate to allot, issue and deal with Class A Shares. Such mandate, to the extent not utilised by the date of the AGM, will lapse at the conclusion of the AGM.

In order to give the Company the flexibility to issue Class A Shares (including sale or transfer of treasury Shares) if and when appropriate, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant to the Directors the Share

LETTER FROM THE BOARD

Issue Mandate to allot, issue or deal with additional Class A Shares not exceeding 20% of the total number of issued shares of the Company (excluding treasury Shares) as at the date of passing of the proposed ordinary resolution, details of which are set out in the proposed ordinary resolution 8 in the notice of the AGM (i.e. a maximum of 165,452,518 Class A Shares to be issued by the Company, on the basis that the total issued share capital of the Company of 827,262,593 Shares (excluding treasury Shares) remains unchanged from the Latest Practicable Date to the date of the AGM).

In addition, an ordinary resolution will also be proposed at the AGM for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the total number of Class A Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the number of Shares purchased under the Share Repurchase Mandate (referred to in section 2 above), if granted. Details of the Share Issue Mandate and the extension of the Share Issue Mandate are respectively set out in resolutions 8 and 9 in the notice of the AGM.

The Share Issue Mandate, if granted, will remain in effect 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 to be held by any applicable laws or regulations or the Articles of Association; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

References herein to an allotment, issue or dealing with securities or Shares shall include a sale or transfer of treasury Shares held under the name of the Company pursuant to the applicable requirements under the Listing Rules.

4. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Article 27.3 of the Articles of Association, Ms. Zhou Lingfei who was appointed as independent non-executive Director on 29 June 2025, shall hold office until the AGM and being eligible, Ms. Zhou Lingfei will offer herself for re-election at the AGM.

Pursuant to Article 27.4 of the Articles of Association, at each AGM one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director shall be subject to retirement at an AGM at least once every three years.

Accordingly, Mr. Chen Min, and Ms. Yan Huiping shall retire from the office and, being eligible, to offer themselves for re-election at the AGM.

The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and

LETTER FROM THE BOARD

director nomination policy and the Company's corporate strategy and the independence of the independent non-executive Directors. Ms. Yan Huiping and Ms. Zhou Lingfei, the retiring independent non-executive Directors of the Company, have made an annual confirmations of their independence with reference to the factors set out in Rule 3.13 of the Listing Rules and have demonstrated their ability to provide an independent view on the Company's matters. The Nomination Committee and the Board considered that the retiring independent non-executive Directors are independent in accordance with the independence guidelines set out in the Listing Rules; and satisfied with all the retiring Director's contribution to the Company, which will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nomination Committee is of the view that Ms. Yan Huiping and Ms. Zhou Lingfei are able to continue to fulfill their role as independent non-executive Directors and thus recommends them to the Board the re-election of all the retiring Directors including the aforesaid independent non-executive Directors who are due to retire at the AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. Details of the retiring Directors are set out in Appendix II to this circular.

Subject to the requirements under the Listing Rules and the Articles of Association, a shareholder may nominate a person to stand for election as a Director.

5. PROPOSED RE-APPOINTMENT OF AUDITORS

The Company proposes to re-appoint Ernst & Young as the auditors for the year 2026. The preliminary estimated audit fee for the audit services relating to the financial year ending 31 December 2026 is in the range of RMB4 million to RMB6 million. The estimated audit fee was determined after discussion between the Company and Ernst & Young having regard to the complexity and scale of the Company's business operations, the expected scope of the audit work, the audit timetable, and the level of auditors' resources required to perform the engagement. The estimated audit fee is preliminary in nature and may be subject to adjustment depending on, among other things, changes in the scope of audit work and other relevant factors as the engagement progresses. Accordingly, the final audit fee may differ from the estimated amount set out above.

6. PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 20 March, 2026 in relation to proposed amendments to the Existing Memorandum and Articles of Association and adoption of the New Memorandum and Articles of Association.

LETTER FROM THE BOARD

The Board has proposed to seek approval of the Shareholders by special resolution at the AGM to amend the Existing Memorandum and Articles of Association. The amendments are proposed in order to further optimize the implementation of the expansion of paperless listing regime and electronic dissemination of corporate communications and the latest changes in the provisions of the corporate governance code set forth in Appendix C1 to the Listing Rules as stated in the conclusions published by the Stock Exchange to its consultations on the "Proposals to Expand Paperless Listing Regime and Other Rule Amendments" and "Proposals to Further Expand the Paperless Listing Regime and Other Rule Amendments (the "Proposed Amendments")".

The Proposed Amendments to the Existing Memorandum and Articles of Association are subject to and conditioned on the obtaining of Shareholders' approval by way of a special resolution at the AGM.

The Company has received a confirmation from its legal advisor to Cayman Islands laws confirming that the Proposed Amendments comply with the applicable laws and regulations in the Cayman Islands.

The Company has also received a confirmation from its legal advisor to Hong Kong laws confirming that the Proposed Amendments comply with the applicable provisions under the Listing Rules.

The Company confirms that there is nothing unusual about the Proposed Amendments to the Existing Memorandum and Articles of Association for a company listed on the Stock Exchange.

Details of the Proposed Amendments are set out in Appendix III to this circular.

7. AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 30 to 34 of this circular. At the AGM, resolutions will be proposed to approve, among others, the granting of the Share Repurchase Mandate and the Share Issue Mandate, the extension of the Share Issue Mandate by the addition thereto of the number of Shares repurchased pursuant to the Share Repurchase Mandate and the re-election of the retiring Directors and for the Proposed Amendments and the adoption of the New Memorandum and Articles of Association.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Holders of treasury Shares (if any) shall abstain from voting on matters that require shareholders' approval at the Company's general meetings.

LETTER FROM THE BOARD

The Company is controlled through weighted voting rights. Holders of Class A Shares present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote per Share. Holders of Class B Shares present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have ten votes per Share (i.e. resolutions 1 to 2, 5 and 7 to 9 in the notice of the AGM), save for resolution with respect to any Reserved Matters, in which case they shall have one vote per Share (i.e. resolutions 3 to 4, 6 and 10 regarding the proposed re-election of independent non-executive Director, re-appointment of auditor and proposed amendments to the Existing Memorandum and Articles of Association and adoption of the New Memorandum and Articles of Association, in the notice of the AGM). Holders of Class A Shares and Class B Shares shall at all times vote together as one class.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.tuhu.cn). Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power of attorney or authority, to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 10:00 a.m. on Wednesday, 3 June 2026) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM in person if you so wish and in such event, your proxy form shall be deemed to be revoked.

For determining the entitlement to attend and vote at the AGM, the record date will be Friday, 5 June 2026 and the register of members of the Company (the "Register") will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026, both days inclusive, during which period no transfer of Shares shall be effected. In order to qualify for the entitlement to attend and vote at the forthcoming AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Share Registrar for registration no later than 4:30 p.m. on Monday, 1 June 2026.

The expected timetable for the AGM is as follows:

Events	Date
Last registration date for determining the entitlement of the Shareholders to attend and vote at the AGM	Monday, 1 June 2026
Latest time for the Shareholders to lodge transfer documents to the Share Registrar in order to qualify for attending and voting at the AGM	4:30 p.m. on Monday, 1 June 2026 (all transfer documents accompanied by the relevant share certificates must be lodged with the Share Registrar for registration)

LETTER FROM THE BOARD

Events	Date
Closure of the Register (to qualify for attending and voting at the AGM)	Tuesday, 2 June 2026 to Friday, 5 June 2026
Record Date of the AGM	Friday, 5 June 2026
AGM	Friday, 5 June 2026

8. 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.

9. RECOMMENDATION

The Directors consider that the granting of the Share Repurchase Mandate, the granting of the Share Issue Mandate and the extension of the Share Issue Mandate, the re-election of the retiring Directors and the proposed amendments to the Existing Memorandum and Articles of Association and adoption of the New Memorandum and Articles of Association are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

10. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I – Explanatory Statement on the Share Repurchase Mandate, Appendix II – Details of the Retiring Directors Proposed to be Re-elected and Appendix III – Proposed Amendments to the Memorandum and Articles of Association at the AGM.

Yours faithfully,

By order of the Board

TUHU Car Inc.

Chen Min

Chairman and Executive Director

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Share Repurchase Mandate.

REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Share Repurchase Mandate is in the interests of the Company and the Shareholders as a whole.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Share Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 827,262,593 Shares, out of which 759,343,733 were Class A Shares and 67,918,860 were Class B Shares. The Company did not hold any treasury shares.

Subject to the passing of the ordinary resolution set out in item 7 of the notice of the AGM in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM, i.e. being 827,262,593 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, up to a maximum of 82,726,259 Class A Shares, representing 10% of the total number of issued Shares in issue as at the date of the AGM (excluding treasury Shares).

FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2025) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the WVR Beneficiary was Chen Min. Chen Min is deemed to be interested in 14,368,284 Class A Shares (including 212,500 Class A Shares underlying the share options granted to him) and 67,918,860 Class B Shares, representing approximately 48.2% of the voting rights in the Company (except for resolutions with respect to the Reserved Matters, in relation to which each Share is entitled to one vote). Pursuant to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Share Repurchase Mandate, if the Company reduces the number of its Shares in issue (after deducting treasury Shares) would result in an increase in the above-mentioned proportion that carry weighted voting rights, the WVR Beneficiary must reduce their weighted voting rights in the Company proportionately through conversion of a proportion of their shareholding into Class A Shares, if the reduction in the number of Shares in issue (after deducting treasury Shares) would otherwise result in an increase in the proportion of Class B Shares. As such, to the best knowledge and belief of the Directors, the exercise of the Share Repurchase Mandate is not expected to give rise to an obligation of Chen Min to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.

In addition, the Directors do not propose to repurchase Shares which would result in less than the relevant prescribed minimum percentage of Shares in public hands as required by the Stock Exchange.

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors will exercise the power of the Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

The Directors confirm that to the best of their knowledge and belief, neither the explanatory statement nor the proposed repurchase of Shares pursuant to the Share Repurchase Mandate has any unusual features.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Class A Shares have been traded on the Stock Exchange in each of the previous twelve months were as follows:

Month	Price per Share
	Highest HK$	Lowest HK$
2025
May	19.44	16.64
June	20.90	17.28
July	21.00	18.80
August	21.24	18.33
September	21.12	18.88
October	19.51	17.51
November	18.16	16.38
December	17.92	15.50
2026
January	16.74	15.45
February	16.13	14.36
March	14.80	11.76
April (up to the Latest Practicable Date)	13.65	12.95

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

8. REPURCHASES OF SHARES MADE BY THE COMPANY

The Company or its subsidiaries (as defined under the Listing Rules) has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months preceding to the Latest Practicable Date.

9. INTENTION STATEMENT REGARDING REPURCHASED SHARES

Subject to the applicable requirements under the Listing Rules, the Company may cancel the repurchased Shares following settlement of any such repurchase or hold them as treasury Shares, subject to, for example, market conditions and its capital management needs at the relevant time of the repurchases.

Should the Company decide to hold repurchased Shares as treasury Shares, the Company will, upon completion of the Share repurchase, withdraw the repurchased Shares from CCASS and register the treasury Shares in the Company's name. The Company may re-deposit its treasury Shares into CCASS only if it has an imminent plan to resell these treasury Shares on the Stock Exchange and will complete such resale as soon as possible.

The Company will have appropriate measures to ensure that it would not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws with respect to treasury Shares. These measures include, for example, an approval by the Board that (i) the Company should procure its broker not to give any instructions to HKSCC to vote at general meetings for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company should withdraw the treasury Shares from CCASS, and either re-register them in the Company's name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions.

Holders of treasury Shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Company's general meetings.

The Directors have no present specific intention as to whether any Shares repurchased pursuant to the Share Repurchase Mandate will be cancelled or held as treasury Shares. Such determination will be made by the Directors at the relevant time having regard to, among other things, prevailing market conditions, the Group's capital management needs, and the requirements of the Listing Rules and applicable laws of the Cayman Islands.

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Pursuant to the Listing Rules, the details of the Directors, who will retire and being eligible, offer themselves for re-election at the AGM, are provided below.

(1) CHEN MIN (“MR. CHEN”)

Position and experience

Mr. Chen Min (陳敏), aged 44, is a co-founder of the Company, chairman of the Board, chief executive officer and executive Director. He took on the role of executive Director in July 2019.

Mr. Chen worked at Shanghai Yingdao Trading Co., Ltd. from June 2010 to September 2011, and at Shanghai Yidao Network Technology Co., Ltd. from September 2009 to May 2010. Prior to that, Mr. Chen served as an IT Operation Manager at Baixing Co., Ltd. from May 2008 to May 2009 and worked at Chemeng (China) Network Co., Ltd. from March 2006 to December 2007. Mr. Chen also served as a software engineer at Hewlett-Packard Company from February 2005 to January 2006 and quality analyst at Shanghai Microsoft Co., Ltd. from July 2003 to January 2005. Mr. Chen has over 20 years of experience in software development and data management and over 14 years of experience in automotive service market and business data analysis.

Mr. Chen received a bachelor’s degree in economics from Shanghai University of Finance and Economics in July 2003 in the PRC.

Save as disclosed above, Mr. Chen does not at present, nor did he in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor does he hold other positions in the Company or members of the Group.

Length of service

Mr. Chen entered into a service contract with our Company on 5 September 2023. The term of appointment shall be for an initial term of three years from the Listing Date or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than three months’ written notice.

Relationships

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chen does not have any relationships with any Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chen was interested or deemed to be interested in Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO as below:

Name of Director	Nature of interest	Class of Shares	Number of Shares	% of interest In each class of Shares of The Company
Mr. Chen Min	Beneficial owner	Class A Shares	212,500(L)(2)	0.03%
	Interest in controlled corporations	Class A Shares	14,155,784 (L)(3)	1.9%
	Interest in controlled corporations	Class A Shares	5,000,000 (S)(4)	0.7%
	Interest in controlled corporations	Class B Shares	67,918,860 (L)(3)	100.0%

(1) (L) denotes a long position. (S) denotes a short position.
(2) Represents 212,500 Class A Shares pursuant to the exercise of options granted to Mr. Chen Min under the 2019 Share Incentive Plan.
(3) Represents (i) 14,155,784 Class A Shares held by Nholresi Investment Limited; and (ii) 67,918,860 Class B Shares held by Nholresi Investment Limited. Nholresi Investment Limited is wholly owned by Ilnewgnay Investment Limited. The entire interest in Ilnewgnay Investment Limited is held in a trust that was established by Mr. Chen Min (as the settlor) with him and his family members as beneficiaries. As such, Mr. Chen Min is deemed to be interested in the Class A Shares and Class B Shares held by Nholresi Investment Limited under the SFO.
(4) Nholresi Investment Limited entered into equity collar option transaction with a bank in respect of which (i) Nholresi Investment Limited entered into certain call and put options referencing 5,000,000 Class A Shares, and (ii) TroisUnis. HU Investment Limited has delivered 5,000,000 Class A Shares to the bank under a securities lending agreement.

Director's emoluments

Pursuant to the aforesaid service contract, Mr. Chen is not entitled to receive any annual director's remuneration in his capacity as an executive Director under the respective service contract.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Chen to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Chen that need to be brought to the attention of the Shareholders.

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

(2) YAN HUIPING (“MS. YAN”)

Position and experience

Ms. Yan Huiping (顏惠萍), aged 59, is an independent non-executive Director effective from September 2023. Ms. Yan is primarily responsible for supervising and providing independent judgement to the Board.

Ms. Yan is currently chief financial officer of ZTO Express (Cayman) Inc. (“ZTO Express”), a company listed on the Main Board of the Stock Exchange (stock code: 2057) and on the New York Stock Exchange (stock symbol: ZTO), and she served as vice president of finance at ZTO Express from January 2018 to May 2018. Since October 2024, Ms. Yan has also been an independent director of WeRide Inc., a company listed on NASDAQ (stock symbol: WRD). From March to November 2017, Ms. Yan worked as a senior vice-president responsible for financial affairs at Neoglory Holdings Group Co. Ltd. Prior to that, Ms. Yan served as chief financial officer from May 2014 to January 2016 at Zhejiang Cainiao Supply Chain Management Co., Ltd., which is the logistics arm of Alibaba Group Holding Ltd., a company listed on the Main Board of the Stock Exchange (stock code: 9988) and the New York Stock Exchange (stock symbol: BABA). Ms. Yan served as a senior vice president of finance and strategy from September 2009 to April 2010 and chief financial officer from April 2010 to April 2014 at Home Inns & Hotel Management Inc., a company listed on NASDAQ (stock symbol: HMIN, which was delisted in April 2016). Prior to that, Ms. Yan held various key positions in corporate and operational finance management at General Electric Company from August 1998 to August 2009, and she worked in various positions at Deloitte & Touche from February 1992 to July 1998. Ms. Yan accumulated corporate governance knowledge and experience through her aforementioned management positions at General Electric Company, Home Inns & Hotel Management Inc., Zhejiang Cainiao Supply Chain Management Co., Ltd. and ZTO Express.

Ms. Yan studied in English Literature and Linguistics major at Shanghai International Studies University, and received her bachelor’s degree in business and administration at Hawaii Pacific University in August 1991. Ms. Yan has been a U. S. certified public accountant since 1994 and became a CGMA designation holder (AICPA) in 2012.

Save as disclosed above, Ms. Yan does not at present, nor did she in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor does she hold other positions in the Company or members of the Group.

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DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Length of service

Ms. Yan entered into an appointment letter with our Company on 5 September 2023. The term of appointment shall be for an initial term of three years from the Listing Date or until the third annual general meeting of our Company after the Listing Date, whichever is sooner (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than three months' written notice.

Relationships

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Yan does not have any relationships with any Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Yan was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the aforesaid service contract, Ms. Yan is entitled to receive an annual director's fee of RMB300,000, which were determined by the Board on the recommendation of the Remuneration Committee in view of her duties and responsibilities. Ms. Yan is subject to retirement by rotation and re-election at least once every three years at the AGM of the Company in accordance with the provisions of the Articles of Association.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Ms. Yan to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms. Yan that need to be brought to the attention of the Shareholders.

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

(3) ZHOU LINGFEI (“MS. ZHOU”)

Position and experience

Ms. Zhou Lingfei (周凌霏), aged 41, is a founding partner of INCE Capital (漢策資本) and currently serves as the legal representative, chairwoman of the board of directors and general manager at INCE Capital (Zhuhai) Investment and Management Co., Ltd (漢策(珠海)私募基金管理有限公司).

With over 18 years of experience in venture capital and finance, Ms. Zhou has established a remarkable track record of identifying and nurturing high-growth enterprises within the Technology, Media, and Telecom (TMT) industry. Ms. Zhou’s professional endeavors began at GE Capital (通用電氣資本), where she served as an analyst from July 2006 to July 2010. During her tenure, she was a member of the GE Capital risk management team in Shanghai and Hong Kong, and trained in GE Global Financial Management Program (FMP). In August 2010, Ms. Zhou joined Qiming Venture Partners (啟明創投), where she rose to become the firm’s youngest partner in 2019, a position she held until February 2020. Ms. Zhou accumulated corporate governance knowledge and experience through her aforementioned management positions at Qiming Venture Partners, Inc.

Ms. Zhou obtained a bachelor’s degree in economic sociology from Shanghai University of Finance and Economics (上海財經大學) in the PRC in July 2006 and an MBA from The University of Chicago Booth School of Business (with honors) in the United States in March 2018.

Save as disclosed above, Ms. Zhou does not at present, nor did she in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor does she hold other positions in the Company or members of the Group.

Length of service

Ms. Zhou entered into an appointment letter with our Company on 29 June 2025. The term of appointment shall be for a term of three years commencing from 29 June 2025. Either party may terminate the agreement by giving not less than three months’ written notice.

Relationships

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Zhou does not have any relationships with any Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Ms. Zhou was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the aforesaid service contract, Ms. Zhou is entitled to receive an annual director’s fee of RMB300,000, which were determined by the Board on the recommendation of the Remuneration Committee in view of her duties and responsibilities. Ms. Zhou is subject to retirement by rotation and re-election at least once every three years at the AGM of the Company in accordance with the provisions of the Articles of Association.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Ms. Zhou to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms. Zhou that need to be brought to the attention of the Shareholders.

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

The proposed amendments to the Existing Memorandum and Articles of Association are set out as follows. Unless otherwise defined herein, capitalised terms used in the articles shall have the same meanings as those defined in the New Memorandum and Articles of Association:

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES

FIFTHSIXTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TUHU CAR INC.

(conditionally-adopted by special resolution passed on 7-September 2023 and effective on 26-September 2023[●] 2026)

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

FIFTHSIXTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
TUHU CAR INC.

(conditionally adopted by special resolution passed on 7 September 2023 and effective on 26 September 2023[●] 2026)

The name of the Company is TUHU Car Inc.
The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
The liability of each Member is limited to the amount unpaid on such Member's shares.
The share capital of the Company is US$50,000 divided into 2,431,050,420 Class A Ordinary Shares of a par value of US$ US$0.00002 each and 68,949,580 Class B Ordinary Shares of a par value of US$ US$0.00002 each.
The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
Capitalised terms that are not defined in this Amended and Restated Memorandum of Association bear the respective meanings given to them in the Amended and Restated Articles of Association of the Company.

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES

FIFTHSIXTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
TUHU CAR INC.

(conditionally-adopted by special resolution passed on 7 September 2023 and effective on 26 September 2023[●] 2026)

1 Interpretation

“Communication Facilities”
means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communication, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other and all Members’ rights to speak and vote at the meeting are maintained.

“Person”
means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires.

“Present”
means, in respect of any Person, such Person’s presence at a general meeting of members, which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any member, a proxy which has been validly appointed by such member in accordance with these Articles), being:

(a) physically present at the meeting; or

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities.

...

“Virtual Meeting”

means any general meeting of members at which the members (and any other permitted participants of such meeting, including, without limitation, the chairperson of such meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.

...

18 General Meetings

18.1 The Company shall hold a general meeting as its annual general meeting for each financial year within six months (or such other period as may be permitted by the Listing Rules or the Exchange) after the end of such financial year. An annual general meeting shall be specified as such in the notices calling it, and shall be held at such time and place (which, in the case of a Virtual Meeting, includes a virtual place) as the Directors shall appoint.

...

18.8 The Directors may make Communication Facilities available for a specific general meeting or all general meetings of the Company so that members and other participants may attend and participate at such general meetings by means of such Communication Facilities. Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.

19 Notice of General Meetings

19.1 At least 21 clear days’ notice shall be given of any annual general meeting, and at least 14 clear days’ notice shall be given of any extraordinary general meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Every notice shall specify the place (which, in the case of a Virtual Meeting, includes a virtual place), the day and the hour of the meeting, particulars of the resolutions and the general nature of the business to be conducted at the general meeting, and shall be given in the manner set out in Article 47.1, provided that

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APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting, by all of the Members entitled to attend and vote at the meeting; and

(b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right.

19.2 The notice of any general meeting (including a postponed or reconvened meeting held pursuant to Article 19.6) at which Communication Facilities will be utilised (including any Virtual Meeting) shall specify the Communication Facilities that will be utilised, including the procedures to be followed by any member or other participant of the general meeting who wishes to utilise such Communication Facilities for the purpose of attending, participating and voting at such meeting.

19.3 19.2 The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person entitled to receive such notice shall not invalidate the proceedings of that general meeting.

19.4 19.3 If, after the notice of a general meeting has been sent but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time and place (whether physical or virtual) specified in the notice calling such meeting, they may change or postpone the meeting to another date, time and place (whether physical or virtual) in accordance with Article 19.5.

19.5 19.4 The Directors shall also have the power to provide in every notice calling a general meeting that in the event of a Gale Warning or a Black Rainstorm Warning (or the equivalent in the location of the relevant meeting) is in force at any time on the day of the general meeting (unless such warning has been cancelled at least a minimum period of time prior to the general meeting as the Directors may specify in the relevant notice), the meeting shall be postponed without further notice to be reconvened on a later date in accordance with Article 19.5.

19.6 19.5 Where a general meeting is postponed in accordance with Article 19.3 or Article 19.4:

(a) the Company shall endeavour to cause a notice of such postponement, which shall set out the reason for the postponement in accordance with the Listing Rules, to be placed on the Company's Website and published on the Exchange's website as soon as practicable, provided that failure to place or publish such notice shall not affect the automatic postponement of a general meeting pursuant to Article 19.4;

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APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(b) the Directors shall fix the date, time and place (whether physical or virtual) for the reconvened meeting and at least seven clear days' notice shall be given for the reconvened meeting in the manner specified in Article 47.1, and such notice shall specify the date, time and place (which, in the case of a Virtual Meeting, includes a virtual place) at which the postponed meeting will be reconvened, and the date and time by which proxies shall be submitted in order to be valid at such reconvened meeting (provided that any proxy submitted for the original meeting shall continue to be valid for the reconvened meeting unless revoked or replaced by a new proxy); and

(c) only the business set out in the notice of the original meeting shall be transacted at the reconvened meeting, and notice given for the reconvened meeting does not need to specify the business to be transacted at the reconvened meeting, nor shall any accompanying documents be required to be recirculated. Where any new business is to be transacted at such reconvened meeting, the Company shall give a fresh notice for such reconvened meeting in accordance with Article 19.1.

20 Proceedings at General Meetings

20.1 No business shall be transacted at any general meeting unless a quorum is presentPresent. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy, Present holding not less than one-third of the total voting power of the Company shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by its duly authorised representative or proxy Present.

20.3 If a quorum is not presentPresent within 15 minutes from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be presentPresent, the meeting, if convened upon a Members' requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place (whether physical or virtual) or to such other day, time and/or place (whether physical or virtual) as the Directors may determine, and if at the adjourned meeting a quorum is not presentPresent within 15 minutes from the time appointed for the meeting to commence, the Members presentPresent shall be a quorum.

20.4 The Chairperson shall preside as chairperson at every general meeting. If there is no such Chairperson, or if the Chairperson is not presentPresent within 15 minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors presentPresent shall elect one of their number to be chairperson of the meeting. If no Director is willing to act as chairperson or if no Director is presentPresent within 15 minutes after the time appointed for the meeting to commence, the Members presentPresent shall choose one of their number to be chairperson of the meeting.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

20.5 The chairperson may, with the consent of a meeting at which a quorum is presentPresent (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place (whether physical or virtual), but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

...

20.9 A poll shall, subject to Article 20.10, be taken in such manner (including the use of ballot or voting papers or tickets or Electronic Means) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was taken as the chairperson directs. No notice needs to be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken.

...

21 Votes of Members

21.1 Subject to the Articles (including Articles 3.1 and 3.10) and to any rights or restrictions attached to any Shares, at any general meeting every Member present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxyPresent shall have (a) the right to speak; (b) one vote on a show of hands; and (c) one vote for every Share of which they are the holder on a poll.

...

35 Nomination Committee

35.1 The Directors shall establish a Nomination Committee, which shall perform the following duties:

(a) review the structure, size and composition (including the skills, knowledge and experience) of the board of Directors at least annually, assist the Board in maintaining a board skills matrix, and make recommendations on any proposed changes to the Directors to complement the Company's corporate strategy;

(b) identify individuals suitably qualified to become Directors and select or make recommendations to the Directors on the selection of individuals nominated for directorships;

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(d) make recommendations to the Directors on the appointment or re-appointment of Directors and succession planning for Directors, in particular the Chairperson and the chief executive officer of the Company.;

(e) support the regular evaluation of the Directors' performance;

(f) develop a policy concerning diversity of Directors and diversity of workforce (including senior management), and disclose the policy or a summary of the policy in the corporate governance report; and

(g) consider such other matters as the Directors may from time to time determine.

36 Corporate Governance Committee

36.1 The Directors shall establish a Corporate Governance Committee, with at least the terms of reference set out in rule 8A.30 of the Listing Rules and code provision A.2.1 in Part 2 of Appendix 14C1 to the Listing Rules, as follows:

47 Notices

47.1 Except as otherwise provided in the Articles, any notice or document, including any Corporate Communication, may be served by the Company on any Member in any of the following manner which complies to the extent permitted by, and in compliance with the requirements of, the Listing Rules:

(a) personally by leaving it at the registered address of such Member as appearing in the Register of Members;

(b) by sending it through the post in a prepaid letter addressed to such Member at their registered address as appearing in the Register of Members (which shall be sent by airmail where the notice or document is posted from one country to another);

(c) by Electronic Means by transmitting it to any electronic number or address or website supplied by the Member to the Company;

(d) by placing it on the Company's Website or the Exchange's website; or

(e) (in the case of notice) by advertisement published in the manner prescribed in the Listing Rules.

APPENDIX III

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

In the case of joint holders of a Share, all notices shall be given to that holder for the time being whose name stands first in the Register of Members and notice so given shall be sufficient notice to all the joint holders.

47.2 Any notice or document, including any Corporate Communication:

(a) delivered personally or left at a registered address otherwise than by post shall be deemed to have been served on the day it was so delivered or left;

(b) sent by post shall be deemed to have been served on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into a post office; and in proving such service it shall be sufficient to prove that the envelope containing the notice or document was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Directors that the envelope containing the notice or document was so addressed and put into such post office shall be conclusive evidence thereof;

(c) given by Electronic Means as provided in the Articles shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations, and it shall not be necessary for the receipt of the electronic transmission to be acknowledged by the recipient;

(d) served by being placed on the Company’s Website or and the Exchange’s website shall be deemed to be served at such time as may be prescribed by the Listing Rules; and

(e) served by advertisement shall be deemed to have been served on the day of issue of the official publication and/or newspapers in which the advertisement is published (or on the last day of issue if the publication and/or newspapers are published on different dates).

...

53 Communication with Members and Disclosure

53.1 The Company shall comply with the provisions of Appendix C1 to the Listing Rules regarding communication with the Members of the Company.

...

NOTICE OF THE ANNUAL GENERAL MEETING

德虎赛车

TUHU Car Inc.

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 9690)

NOTICE IS HEREBY GIVEN that the annual general meeting of TUHU Car Inc. (the "Company") will be held at Meeting Room No. 19, 7/F, Building 24, Caohejing Technology Oasis Phase 3, No. 1999 Yishan Road, Minhang District, Shanghai, The People's Republic of China on Friday, 5 June 2026 at 10:00 a.m. for the following purposes:

To receive the audited consolidated financial statements of the Company and the reports of the directors (the "Director(s)") and the auditor of the Company for the year ended 31 December 2025;
To re-elect Mr. Chen Min as an executive Director;
To re-elect Ms. Yan Huiping as an independent non-executive Director;
To re-elect Ms. Zhou Lingfei as an independent non-executive Director;
To authorize the board of Directors to fix the respective Directors' remuneration;
To re-appoint Ernst & Young as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the board of Directors to fix its remuneration;
To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its class A ordinary shares in the share capital of the Company (the "Class A Shares") on The Stock Exchange of Hong Kong Limited or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;

NOTICE OF THE ANNUAL GENERAL MEETING

(b) the total number of the Class A Shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution (excluding treasury shares, and subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly; and

(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

(iii) revoked or varied by ordinary resolution of the shareholders in general meeting.”

To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued Class A Shares or securities convertible into Class A Shares, or options, warrants or similar rights to subscribe for Class A Shares or such convertible securities 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 approved;

(b) the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the total number of Class A Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) above, otherwise than by way of Rights Issue (as defined below) or pursuant to the exercise of any subscription rights attaching to any securities

NOTICE OF THE ANNUAL GENERAL MEETING

which may be allotted and issued by the Company from time to time or, pursuant to the exercise of any options which may be granted or the allotment and issue of Class A Shares in lieu of the whole or part of a dividend on Class A Shares in accordance with the articles of association of the Company, shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution and the said approval shall be limited accordingly) excluding any (A) Class A Shares to be issued pursuant to (i) the exercise of share options which have been granted under the 2019 Share Incentive Plan (as defined below), (ii) exercise of share options which have been or may be granted under the Post-IPO Share Scheme (as defined below), (iii) awards granted under the Post-IPO Share Scheme and (B) Class A Shares to be issued upon conversion of Class B ordinary shares in the share capital of the Company into Class A Shares on a one to one basis;

(d) for the purposes of this resolution:

“2019 Share Incentive Plan” means the share incentive plan approved and adopted by the Company on 31 October 2019;

“Post-IPO Share Scheme” means the post-IPO share scheme adopted by the Company on 7 September 2023;

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

(iii) revoked or varied by ordinary resolution of the shareholders in 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).”

32 -

NOTICE OF THE ANNUAL GENERAL MEETING

To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT conditional upon the passing of the resolutions set out in items 7 and 8 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 8 of the Notice be and is hereby extended by the addition to the total number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the total number of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 7 of the Notice, provided that such amount shall not exceed 10% of the total number of the issued shares of the Company (excluding treasury shares) as at the date of passing this resolution.”

SPECIAL RESOLUTION

To consider and, if thought fit, to pass (with or without amendments) the following resolution as a special resolution:

“THAT:

(a) the New Memorandum and Articles of Association, a copy of which is presented to the meeting and initialed by the chairman of the meeting, reflecting all the changes set out in the Appendix III to the circular of the Company dated 23 April 2026, be and are hereby adopted as the articles of association of the Company in substitution for and to the exclusion of the Existing Memorandum and Articles of Association of the Company.

(b) any one Director or secretary or the registered office provider of the Company be and is hereby authorised to do all such acts and things (including filing the New Memorandum and Articles of Association with the relevant authorities for approval, endorsement and/or registration in accordance with the relevant requirements of the applicable laws, rules and regulations in the Cayman Islands and Hong Kong) and execute and deliver all such documents, deeds or instruments (including affixing the common seal of the Company thereon) and take all such steps as the Director in his or her sole opinion and absolute discretion may consider necessary, appropriate or desirable to implement or give effect to the adoption of the New Memorandum and Articles of Association.”

By order of the Board

TUHU Car Inc.

Chen Min

Chairman and Executive Director

Hong Kong, 23 April 2026

NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

a. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint another person as proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint any number of proxies to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

b. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, must be deposited at the Company's share registrar in Hong Kong (i.e. Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong) as soon as possible but in any event not less than 48 hours before the time appointed for holding the meeting (i.e. not later than 10 a.m. on Wednesday, 3 June 2026) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

c. To ascertain shareholders' eligibility to attend and vote at this meeting, the record date will be Friday, 5 June 2026 and the register of members of the Company will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026 (both days inclusive) during which period no share transfer will be effected. In order to qualify for attending and voting at the annual general meeting, unregistered holders of shares of the Company should ensure that all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong (i.e. Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong), for registration no later than 4:30 p.m., on Monday, 1 June 2026.

d. References to time and dates in this Notice are to Hong Kong time and dates.

e. References herein to an allotment, issue or dealing with securities or shares shall include a sale or transfer of treasury shares listed on The Stock Exchange of Hong Kong Limited.

34 -

AI assistant

TUHU Car Inc. — Proxy Solicitation & Information Statement 2026

51138_rns_2026-04-23_63d17b0d-4e71-45cb-83c8-524233fb9e59.pdf

谅虎养车

德虎赛车

TUHU Car Inc.

Executive Directors:

Non-executive Director:

Independent Non-executive Directors:

Registered Office:

Headquarters:

Principal Place of Business in Hong Kong:

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

(INCLUDING SALE OR TRANSFER OF TREASURY SHARES)

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

PROPOSED RE-APPOINTMENT OF AUDITORS

PROPOSED AMENDMENTS TO THE MEMORANDUM AND

ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES (INCLUDING SALE OR TRANSFER OF TREASURY SHARES)

4. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

5. PROPOSED RE-APPOINTMENT OF AUDITORS

6. PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

7. AGM AND PROXY ARRANGEMENT

8. RESPONSIBILITY STATEMENT

9. RECOMMENDATION

10. GENERAL INFORMATION

4. IMPACT OF REPURCHASES

5. TAKEOVERS CODE

6. GENERAL

7. MARKET PRICES OF SHARES

8. REPURCHASES OF SHARES MADE BY THE COMPANY

9. INTENTION STATEMENT REGARDING REPURCHASED SHARES

Interests in Shares

Director's emoluments

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

(2) YAN HUIPING (“MS. YAN”)

Position and experience

Length of service

Relationships

Interests in Shares

Director's emoluments

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

(3) ZHOU LINGFEI (“MS. ZHOU”)

Position and experience

Length of service

Relationships

Interests in Shares

Director's emoluments

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

20 Proceedings at General Meetings

21 Votes of Members

35 Nomination Committee

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TUHU Car Inc.

"THAT:

SPECIAL RESOLUTION

“THAT:

More from TUHU Car Inc.

TUHU Car Inc. Proxy Solicitation & Information Statement 2026