THIS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Unisound AI Technology Co., Ltd., you should at once hand this circular, together with the enclosed proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

互和声
Unisound

UNISOUND AI TECHNOLOGY CO., LTD.

雲知聲智能科技股份有限公司

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

(Stock Code: 9678)

RESOLUTION ON THE DIRECTORS' REPORT OF THE COMPANY
FOR THE YEAR 2025

RESOLUTION ON THE COMPANY'S AUDIT REPORT FOR THE YEAR 2025

RESOLUTION ON THE COMPANY'S PROFIT DISTRIBUTION PLAN
FOR THE YEAR 2025

RESOLUTION ON THE COMPANY'S WORK REPORT OF THE INDEPENDENT
NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

RESOLUTION ON THE COMPANY'S REPORT ON THE FINAL ACCOUNTS
FOR THE YEAR 2025

RESOLUTION ON THE RE-APPOINTMENT OF THE COMPANY'S AUDITOR
FOR THE YEAR 2026

RESOLUTION ON THE APPLICATION OF
INTEGRATED BANK CREDIT FACILITIES

RESOLUTION ON PROPOSING THE GENERAL MEETING TO GRANT THE
BOARD OF DIRECTORS A GENERAL MANDATE TO ISSUE ADDITIONAL
SHARES OF THE COMPANY

RESOLUTION ON PROPOSING THE GENERAL MEETING TO GRANT THE
BOARD OF DIRECTORS A GENERAL MANDATE TO REPURCHASE H SHARES
AND
NOTICE OF THE 2025 ANNUAL GENERAL MEETING

The AGM of Unisound AI Technology Co., Ltd. will be held by way of on-site meeting at the conference room of Unisound AI Technology Co., Ltd. (Building N6, BBMG Intelligent Manufacturing Workshop, No. 27 Jiancaicheng Middle Road, Haidian District, Beijing, PRC) on Friday, June 26, 2026 at 10:00 a.m. The notice of the AGM is set out on pages 29 to 31 of this circular.

If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon not less than 24 hours before the time appointed for the holding of the AGM (i.e. before Thursday, June 25, 2026 at 10:00 a.m.) or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

References to times and dates in this circular are to Hong Kong times and dates.

June 5, 2026

CONTENTS

Page

DEFINITIONS... 1

LETTER FROM THE BOARD... 3

APPENDIX I — WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025... 13

APPENDIX II — REPORT ON THE FINAL ACCOUNTS FOR THE YEAR 2025... 23

APPENDIX III — EXPLANATORY STATEMENT... 25

NOTICE OF THE 2025 ANNUAL GENERAL MEETING... 29

DEFINITIONS

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

"AGM"
the annual general meeting of 2025 of the Company to be held by way of on-site meeting at the conference room of Unisound AI Technology Co., Ltd. (Building N6, BBMG Intelligent Manufacturing Workshop, No. 27 Jiancaicheng Middle Road, Haidian District, Beijing, PRC) on Friday, June 26, 2026 at 10:00 a.m.

"Articles of Association"
the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

"Board" or "Board of Directors"
the board of Directors of the Company

"Company" or "our Company" or "the Company"
Unisound AI Technology Co., Ltd., a limited liability company initially established in the PRC on June 29, 2012 and converted into a joint stock company with limited liability on June 24, 2019, with its H Shares listed on the Main Board of the Stock Exchange on June 30, 2025 (stock code: 9678)

"Company Law"
the Company Law of the People's Republic of China

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

"Group" or "our Group" or "we" or "us"
our Company and its subsidiaries (or our Company and any one or more of its subsidiaries, as the context may require)

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

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

"Hong Kong Stock Exchange" or "Stock Exchange"
The Stock Exchange of Hong Kong Limited

DEFINITIONS

“Latest Practicable Date”	June 5, 2026, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication
“PRC”	the People’s Republic of China, and for the purpose of this circular only, excluding Hong Kong, Macau Special Administrative Region and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, including H share(s), domestic unlisted share(s) and unlisted foreign share(s)
“Shareholder(s)”	holder(s) of the Shares
“treasury share(s)”	has the meaning ascribed to it under the Listing Rules
“%”	per cent

LETTER FROM THE BOARD

五和谿

Unisound

UNISOUND AI TECHNOLOGY CO., LTD.

雲知聲智能科技股份有限公司

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

(Stock Code: 9678)

Executive Directors:
Dr. Liang Jia'en
Dr. Huang Wei
Dr. Kang Heng
Dr. Li Xiaohan
Dr. Liu Shengping

Non-executive Director:
Mr. Li Zhichao

Independent Non-executive Directors:
Mr. Hu Jianjun
Dr. Fan Jian
Dr. Jin Huihua
Dr. Zhang Kun

Registered Office:
No. 101, 1/F, Building One
Xisanqi Jiancaicheng
Haidian District, Beijing
PRC

Headquarter and Principal Place of Business in the PRC:
101-124, 1/F, Building N6
BBMG Intelligent Manufacturing Workshop
No. 27 Xisanqi Jiancaicheng Middle Road
Haidian District, Beijing
PRC

Principal Place of Business in Hong Kong:
Room 1915, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong

June 5, 2026

To the Shareholders

Dear Sir or Madam,

RESOLUTION ON THE DIRECTORS' REPORT OF THE COMPANY FOR THE YEAR 2025
RESOLUTION ON THE COMPANY'S AUDIT REPORT FOR THE YEAR 2025
RESOLUTION ON THE COMPANY'S PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025
RESOLUTION ON THE COMPANY'S WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025
RESOLUTION ON THE COMPANY'S REPORT ON THE FINAL ACCOUNTS FOR THE YEAR 2025
RESOLUTION ON THE RE-APPOINTMENT OF THE COMPANY'S AUDITOR FOR THE YEAR 2026
RESOLUTION ON THE APPLICATION OF INTEGRATED BANK CREDIT FACILITIES
RESOLUTION ON PROPOSING THE GENERAL MEETING TO GRANT THE BOARD OF DIRECTORS A GENERAL MANDATE TO ISSUE ADDITIONAL SHARES OF THE COMPANY
RESOLUTION ON PROPOSING THE GENERAL MEETING TO GRANT THE BOARD OF DIRECTORS A GENERAL MANDATE TO REPURCHASE H SHARES AND NOTICE OF THE 2025 ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and information on the resolutions to be considered at the AGM to enable you to make an informed decision on whether to vote for, against or abstain such resolutions at the AGM.

I. RESOLUTION ON THE DIRECTORS' REPORT OF THE COMPANY FOR THE YEAR 2025

An ordinary resolution on the Directors' report of the Company for the year 2025 will be proposed to Shareholders for consideration and approval at the AGM.

Details of the Directors' report of the Company for the year 2025 are set out in the 2025 annual report published by the Company on April 29, 2026.

II. RESOLUTION ON THE COMPANY'S AUDIT REPORT FOR THE YEAR 2025

An ordinary resolution on the Company's audit report for the year 2025 will be proposed to Shareholders for consideration and approval at the AGM.

Details of the Company's audit report for the year 2025 are set out in the 2025 annual report published by the Company on April 29, 2026.

III. RESOLUTION ON THE COMPANY'S PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025

An ordinary resolution on the Company's profit distribution plan for the year 2025 will be proposed to Shareholders for consideration and approval at the AGM.

Given that the Company has not yet become profitable and has no distributable profits, it is resolved that no profit distribution shall be made for the year 2025.

IV. RESOLUTION ON THE COMPANY'S WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

An ordinary resolution on the Company's work report of the independent non-executive Directors for the year 2025 will be proposed to Shareholders for consideration and approval at the AGM.

Each independent non-executive Director of the Company has prepared the Work Report of the Independent Non-executive Directors of Unisound AI Technology Co., Ltd. for the Year 2025 (《雲知聲智能科技股份有限公司2025年度獨立非執行董事工作報告》) pursuant to the Articles of Association, the Rules of Procedures for the Board of Directors and other relevant rules and regulations, details of which are set out in Appendix I to this circular.

V. RESOLUTION ON THE COMPANY'S REPORT ON THE FINAL ACCOUNTS FOR THE YEAR 2025

An ordinary resolution on the Company's report on the final accounts for the year 2025 will be proposed to Shareholders for consideration and approval at the AGM.

The Company has prepared the Report of the Final Accounts of Unisound AI Technology Co., Ltd. for the Year 2025 (《雲知聲智能科技股份有限公司2025年度財務決算報告》) pursuant to the relevant provisions of the Company Law and Articles of Association, details of which are set out in Appendix II to this circular.

VI. RESOLUTION ON THE RE-APPOINTMENT OF THE COMPANY'S AUDITOR FOR THE YEAR 2026

An ordinary resolution on the re-appointment of auditor of the Company for the year 2026 will be proposed to Shareholders for consideration and approval at the AGM.

In accordance with relevant laws and regulations and the requirements of the Articles of Association, the Company has conducted an objective evaluation of the financial audit work of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP Beijing Branch for the year 2025, and is of the view that in their audit of the Company's financial reports, PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP Beijing Branch were rigorous, paid close attention to the Company's issues, provided clear and well-structured communication and reports, addressed matters explicitly, and objectively and fairly reflected the Company's financial position and operating results. Accordingly, it is proposed to re-appoint PricewaterhouseCoopers as the financial auditor of the Company for the year 2026, with PricewaterhouseCoopers Zhong Tian LLP Beijing Branch assisting PricewaterhouseCoopers in performing the audit procedures, for a term commencing from the date of approval at the AGM until the date of the next annual general meeting. It is also proposed to authorize the Board of Directors and its authorized persons to determine the specific matters relating to such re-appointment at the AGM.

For the audit of the consolidated financial statements of the Company and its subsidiaries for the financial year ending 31 December 2026, the estimated audit fee payable to PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP Beijing Branch is RMB4.08 million (exclusive of out-of-pocket expenses). The above estimated audit fee was determined after careful consideration and arm's length negotiation between the Company and PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP Beijing Branch, having taken into account, including but not limited to, the scale, nature and complexity of the Group's business operations, the expected scope of the audit (including the consolidated financial statements prepared in accordance with International Financial Reporting Standards), the audit timetable, the market level for relevant services, and the level and composition of professional staff to be deployed. The estimated audit fee also assumes that there will be no material changes in the Company's operations, accounting policies or regulatory environment during the financial year, and that the Company will provide sufficient assistance and information required for the audit work on a timely basis. Unless there are material changes to the above basis or assumptions, the final audit fee should not materially deviate from the initially disclosed estimated amount. The Company will make further disclosure in a timely manner in the event of any material changes.

VII. RESOLUTION ON THE APPLICATION OF INTEGRATED BANK CREDIT FACILITIES

An ordinary resolution on the application of integrated bank credit facilities will be proposed to Shareholders for consideration and approval at the AGM.

In light of the Company's development needs, the Company intends to apply for integrated credit facilities from the banks and other financial institutions from the conclusion date of the Company's 2025 annual general meeting to the date of the 2026 annual general meeting:

(1) The total credit facilities are planned to not exceed the equivalent of RMB2 billion.

(2) The credit facilities apply to credit applications from the banks and other financial institutions by the Company and its wholly-owned and controlling subsidiaries. The credit facilities include but are not limited to the working capital loans, acceptance bills, bill discounting, trade financing, letters of credit, factoring, letters of guarantee and others. If the banks and other financial institutions require the provision of guarantees, the Company and its wholly-owned and controlling subsidiaries may provide mortgages or pledges with their own assets. The credit facilities can be used on a revolving basis within the credit period.

(3) Dr. Liang Jia'en, Chairman of the Board, or his designated authorized agent, is authorized to sign relevant agreements within the limits of such credit facilities.

(4) If the Company’s actual application for the integrated credit facilities exceeds the above limits, it shall be subject to separate consideration. Within the aforementioned limits, the Company’s applications for credit facilities from financial institutions are not subject to separate consideration.

(5) During the aforementioned period, the Company shall provide guarantees for bank loans or bank credit facilities of its wholly-owned and controlling subsidiaries, with a total amount not exceeding RMB2 billion (forms of guarantee include but are not limited to accounts receivable pledges, rights pledges, guarantee undertakings and others. The credit limit, specific credit term and guarantee period approved by the banks and other financial institutions shall be subject to the credit agreements and guarantee agreements actually entered into. The total amount of guarantees provided by the Company to subsidiaries exceeding the above amount shall be subject to separate consideration. Within the aforementioned limits, guarantees provided by the Company to subsidiaries are not subject to separate consideration.

VIII. RESOLUTION ON PROPOSING THE GENERAL MEETING TO GRANT THE BOARD OF DIRECTORS A GENERAL MANDATE TO ISSUE ADDITIONAL SHARES OF THE COMPANY

A special resolution on granting a general mandate to the Board to issue additional shares of the Company will be proposed to Shareholders for consideration and approval at the AGM.

In order to meet the Company’s strategic development and operational needs, and to ensure flexibility in the issuance of new Shares of the Company, and in accordance with the relevant provisions of the Company Law, the Hong Kong Listing Rules and other relevant laws, regulations and regulatory documents, as well as the Articles of Association, it is resolved and proposed to the general meeting of the Company for approval to grant the general mandate to the Board to issue additional Shares of the Company. The Board is authorized to, subject to market conditions and the needs of the Company, allot, issue, and otherwise deal with (including, in the context of this resolution, selling or transferring any treasury shares, as applicable) no more than 20% of the total number of issued Shares of the Company (excluding treasury shares) as at the date of the passing of this resolution at the general meeting. The Board is further authorized to approve and execute the necessary documents, make all requisite applications and filings with the relevant authorities, and take other necessary actions in connection therewith.

I. Scope of Mandate

(I) The Board is authorized, and the Board is further authorized to sub-delegate such authority to the chairman of the Board and any person(s) authorized by the chairman (unless otherwise provided by applicable laws and regulations with respect to matters subject to sub-delegation), to, in their sole discretion and based on the Company's needs from time to time and market conditions, allot, issue and otherwise deal with the Shares, and to determine the terms and conditions of the allotment, issuance and dealing of new Shares, including but not limited to:

determining, based on market conditions and the needs of the Company, the issuance, allotment and dealing of new Shares of the Company (including, where applicable, the sale or transfer of any treasury shares), and to enter into or grant offers, agreements or options for such Shares.
the number of Shares approved by the Board to be allotted or conditionally or unconditionally agreed to be allotted, issued and otherwise dealt with (excluding shares issued by way of capitalization of capital reserve) not exceeding 20% of the total number of issued Shares of the Company on the date of approval of this resolution by the general meeting.
formulating and implementing specific issuance plans, including but not limited to the class of Shares to be issued, pricing method and/or issue price (including price range), number of Shares to be issued, target subscribers, use of proceeds, the timing of issuance, the period of issuance, whether to offer Shares to existing Shareholders, and other matters required to be included in the specific issuance plan by relevant laws, regulations, regulatory documents and requirements of relevant regulatory authorities.
engaging intermediaries in relation to the issuance matters under the general mandate; approving and executing all acts, deeds, documents and other related matters as may be necessary, appropriate, desirable or incidental to the issuance; reviewing, approving and executing, on behalf of the Company, agreements relating to the issuance, including but not limited to placing and underwriting agreements and engagement agreements with intermediaries.
reviewing, approving and executing, on behalf of the Company, statutory documents to be submitted to the relevant regulatory authorities in connection with the issuance; completing the relevant approval procedures in accordance with the requirements of the regulatory authorities and the place of listing of the Company,

and handling all necessary filing, registration and record-filing procedures with the relevant governmental authorities in Hong Kong and/or any other regions and jurisdictions (as applicable).

amending the agreements and statutory documents mentioned in items 4 and 5 above in accordance with relevant laws, regulations, regulatory documents and requirements of relevant regulatory authorities.
approving the increase in the registered capital of the Company following the issuance of new Shares and making such amendments to the Articles of Association relating to the total share capital, shareholding structure and other relevant matters as the Board considers appropriate and necessary, and authorizing the management of the Company to complete relevant procedures and take any other necessary actions as may be required under domestic and overseas requirements.

(II) Upon the approval and authorization of the foregoing matters by the general meeting, the Board is further authorized to the chairman of the Board and any person(s) authorized by the chairman to execute the issuance of additional shares in accordance with the Company's needs and other market conditions.

(III) The chairman of the Board and any person(s) authorized by the chairman of the Board are authorized to approve, sign and publish relevant documents, announcements and circulars, and to make relevant disclosures, in accordance with applicable laws, regulations, normative documents, requirements of relevant regulatory authorities, and the regulatory rules of the place of listing of the Company.

II. Term of Mandate

The general mandate to issue additional Shares of the Company shall be effective from the date of its approval by the general meeting of the Company until the earliest of the following:

the date of conclusion of the Company's annual general meeting for the year 2026 to be held in 2027;
the date of expiration of 12 months from the date of approval of this resolution by the general meeting; or
the date on which the Shareholders of the Company pass a resolution at a general meeting to revoke or amend the general mandate granted to the Board to issue additional Shares under this resolution.

The Board shall exercise the powers under the general mandate only if it is in compliance with the Company Law, the Hong Kong Listing Rules, the Articles of Association and all other applicable laws, regulations and requirements of any government or regulatory authorities, and only after all necessary approvals from the relevant governmental authorities or regulatory authorities (if required) have been obtained.

IX. RESOLUTION ON PROPOSING THE GENERAL MEETING TO GRANT THE BOARD OF DIRECTORS A GENERAL MANDATE TO REPURCHASE H SHARES

A special resolution on granting a general mandate to the Board to repurchase H Shares will be proposed to Shareholders for consideration and approval at the AGM.

In order to enhance investor confidence and safeguard the interests of all Shareholders, and taking into account the Company's current financial position and future development, it is proposed that the general meeting of the Company grant a general mandate to the Board to repurchase H Shares, so that the Board may, within the scope of the mandate, make flexible decisions to implement specific matters concerning the repurchase of H Shares at its discretion (the "General Mandate to Repurchase H Shares"). The main contents are as follows:

Total amount of Shares to be repurchased and source of funds:

(1) Subject to compliance with the Hong Kong Listing Rules and relevant regulatory requirements, the total number of H Shares that the Company may repurchase during the relevant mandate period shall not exceed 10% of the total number of issued H Shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution at the general meeting;

(2) The funds for the repurchase will be from the Company's own funds and self-raised funds.

Purpose of the repurchased Shares:

Depending on the circumstances at the time of the repurchase (such as market conditions and its capital management needs), the H Shares repurchased by the Company will be cancelled, with a corresponding reduction in the registered capital; or the repurchased H Shares will be held as treasury shares.

10 -
The General Mandate to Repurchase H Shares includes but is not limited to:

(1) formulating and implementing specific repurchase plans, including but not limited to matters such as the repurchase price, number of Shares to be repurchased, total amount of repurchase funds, and method of implementation, or deciding at the Board's discretion whether to continue or terminate the repurchase plan;

(2) opening offshore securities accounts and fund accounts and handling the corresponding foreign exchange registration for changes;

(3) handling the cancellation of the repurchased Shares, reducing the Company's registered capital, amending the relevant contents of the Articles of Association concerning the total share capital and share capital structure, and handling the procedures for registration of changes and filing;

(4) notifying creditors and making an announcement in accordance with the provisions of the Company Law and the Articles of Association;

(5) performing relevant approval or filing procedures (if required) in accordance with applicable laws, regulations and regulatory provisions;

(6) signing and handling other documents and matters related to the Share repurchase.

Term of the General Mandate to Repurchase H Shares:

From the date of approval at the Company's 2025 AGM until the earliest of the following:

(1) the date of conclusion of the Company's annual general meeting for the year 2026 to be held in 2027;

(2) the date of expiration of 12 months from the date of approval of this resolution by the general meeting; or

(3) the date on which any general meeting of the Company passes a resolution to revoke or vary the General Mandate to Repurchase H Shares.

11 -

The explanatory statement required to be sent to Shareholders under the Hong Kong Listing Rules is set out in Appendix III to this circular. The explanatory statement contains information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for, against or abstain the granting of the Share repurchase mandate.

X. 2025 ANNUAL GENERAL MEETING

The AGM will be held by way of on-site meeting at the conference room of Unisound AI Technology Co., Ltd. (Building N6, BBMG Intelligent Manufacturing Workshop, No. 27 Jiancaicheng Middle Road, Haidian District, Beijing, PRC) on Friday, June 26, 2026 at 10:00 a.m. to consider and, if thought fit, to pass the resolutions in respect of the matters described above. The notice of the AGM is set out in this circular.

For the purpose of determining the list of H Shareholders entitled to attend and vote at the AGM, the register of members for H Shares of the Company will be closed from Tuesday, June 23, 2026 to Friday, June 26, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the Company's register of members on Friday, June 26, 2026 (i.e. record date) will be entitled to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, holders of H Shares of the Company must lodge all completed and signed transfer documents, together with the relevant share certificates and other appropriate documents, with the Company's H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Monday, June 22, 2026.

Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

The resolutions to be proposed at the AGM will be voted on by way of poll.

RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the resolutions set out in the notice of the AGM for consideration and approval by the Shareholders are in the interests of the Company and the Shareholders as a whole and accordingly recommends the Shareholders to vote in favor of the resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

Unisound AI Technology Co., Ltd.

Dr. Huang Wei

Executive Director and Chief Executive Officer

APPENDIX I

WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

As an independent non-executive director of Unisound AI Technology Co., Ltd. (the "Company"), in strict accordance with the requirements of the Company Law, the Articles of Association and other laws, regulations and relevant provisions, I have been diligent and conscientious, actively kept abreast of the Company's operation and management information, paid full attention to the Company's development status, fully exercised my independence and professionalism as an independent non-executive director, and safeguarded the overall interests of the Company and the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report on my performance of duties for the year 2025 as follows:

I. BASIC INFORMATION

I serve as an independent non-executive Director of the Company and the chairman of the Audit Committee. I possess the professional competence and work experience necessary for performing the duties of an independent non-executive Director, possess the independence required by laws and regulations, and maintain objective and independent professional judgment in performing my duties without affecting the independence.

II. PERFORMANCE OF DUTIES

(I) Attendance at Board Meetings

During the year 2025, the Company held five Board meetings, all of which I attended in person. In line with my accountability to the Company and all Shareholders, I proactively monitored and understood the operation and financial position of the Company, carefully reviewed each resolution submitted to the Board for deliberation, proactively participated in discussions and expressed personal opinions. During the voting by the Board, I voted for all the resolutions considered by the Board. I am of the opinion that the operation of the Company's Board of Directors complies with relevant statutory procedures.

(II) Attendance at General Meetings

During the year 2025, the Company held three general meetings, all of which I attended. I am of the opinion that the operation of the Company's general meetings complies with relevant statutory procedures.

APPENDIX I

WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

(III) Attendance at Meetings of Board Committees

In 2025, the Company held three Audit Committee meetings, all of which were chaired by me. I provided professional opinions and suggestions on the relevant proposals and matters for discussion submitted to the Audit Committee, promoting the standardized and scientific performance of its duties. I voted for all the proposals submitted to the Audit Committee for consideration.

(IV) Attendance at Meetings between the Chairman and Independent Non-executive Directors

In 2025, the Company held one separate meeting between the Chairman and the independent non-executive directors. I had in-depth discussions with the Chairman and other independent non-executive directors on the Company's key business, industry status and outlook, financial position, and capital planning, contributing professional opinions and suggestions for the Company's sustainable development.

III. WORK PLAN FOR 2026

In 2026, I will continue to maintain an independent and objective stance, perform my duties as an independent non-executive Director in a prudent and diligent manner, provide advice and suggestions for the scientific decision-making of the Board and its special committees, so as to promote the sustained and sound development of the Company. I will strengthen communication with other Directors and management of the Company, fully utilize my professional advantages, and effectively protect the overall interests of the Company and the legitimate rights and interests of all Shareholders.

Independent Non-executive Director: Hu Jianjun
April 2026

I. BASIC INFORMATION

I serve as an independent non-executive Director of the Company and a member of the Audit Committee and the Remuneration Committee. In December 2025, I was appointed as a member of the Nomination Committee upon election at the first meeting of the third session of the Board of Directors of the Company. I possess the professional competence and work experience necessary for performing the duties of an independent non-executive Director, possess the independence required by laws and regulations, and maintain objective and independent professional judgment in performing my duties without affecting the independence.

II. PERFORMANCE OF DUTIES

(I) Attendance at Board Meetings

(II) Attendance at General Meetings

(III) Attendance at Meetings of Board Committees

In 2025, the Company held three Audit Committee meetings and one Remuneration Committee meeting. As a committee member, I attended all meetings and provided professional opinions and suggestions on the relevant proposals and matters for discussion submitted to the Audit Committee and the Remuneration Committee, promoting the standardized and scientific performance of their duties. I voted for all the proposals submitted to the Audit Committee and the Remuneration Committee for consideration.

(IV) Attendance at Meetings between the Chairman and Independent Non-executive Directors

In 2025, the Company held one separate meeting between the Chairman and the independent non-executive directors. I had in-depth discussions with the Chairman and other independent non-executive directors on the Company's key business and product planning, contributing professional opinions and suggestions for the Company's sustainable development.

III. WORK PLAN FOR 2026

Independent Non-executive Director: Fan Jian
April 2026

I. BASIC INFORMATION

I serve as an independent non-executive Director of the Company and a member of the Audit Committee and the Nomination Committee. In December 2025, I was appointed as the chairman of the Nomination Committee upon election at the first meeting of the third session of the Board of Directors of the Company. I possess the professional competence and work experience necessary for performing the duties of an independent non-executive Director, possess the independence required by laws and regulations, and maintain objective and independent professional judgment in performing my duties without affecting the independence.

II. PERFORMANCE OF DUTIES

(I) Attendance at Board Meetings

(II) Attendance at General Meetings

In 2025, the Company held three Audit Committee meetings and two Nomination Committee meetings. As a committee member, I attended all meetings and provided professional opinions and suggestions on the relevant proposals and matters for discussion submitted to the Audit Committee and the Nomination Committee, promoting the standardized and scientific performance of their duties. I voted for all the proposals submitted to the Audit Committee and the Nomination Committee for consideration.

Independent Non-executive Director: Jin Huihua
April 2026

I serve as an independent non-executive Director of the Company and the chairman of the Remuneration Committee. I possess the professional competence and work experience necessary for performing the duties of an independent non-executive Director, possess the independence required by laws and regulations, and maintain objective and independent professional judgment in performing my duties without affecting the independence.

During the year 2025, the Company held three general meetings, of which I attended two and was on leave for one. I am of the opinion that the operation of the Company's general meetings complies with relevant statutory procedures.

In 2025, the Company held one Remuneration Committee meeting, which was chaired by me. I provided professional opinions and suggestions on the relevant proposals submitted to the Remuneration Committee, promoting the standardized and scientific performance of its duties. I voted for all the proposals submitted to the Remuneration Committee for consideration.

Independent Non-executive Director: Zhang Kun

April 2026

As a former independent non-executive director of Unisound AI Technology Co., Ltd. (the "Company"), in strict accordance with the requirements of the Company Law, the Articles of Association and other laws, regulations and relevant provisions, I have been diligent and conscientious, actively kept abreast of the Company's operation and management information, paid full attention to the Company's development status, fully exercised my independence and professionalism as an independent non-executive director, and safeguarded the overall interests of the Company and the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report on my performance of duties for the year 2025 as follows:

In 2025, I served as an independent non-executive Director of the Company and the chairman of the Nomination Committee. In December 2025, due to work adjustment, I retired from my positions as an independent non-executive Director of the Company and the chairman of the Nomination Committee. During my tenure, I possessed the professional competence and work experience necessary for performing the duties of an independent non-executive Director, possessed the independence required by laws and regulations, and maintained objective and independent professional judgment in performing my duties without any circumstances affecting my independence.

In 2025, the Company held two Nomination Committee meetings, both of which were chaired by me. I provided professional opinions and suggestions on the relevant proposals submitted to the Nomination Committee, promoting the standardized and scientific performance of its duties. I voted for all the proposals submitted to the Nomination Committee for consideration.

Due to work adjustment, I have retired from my positions as an independent non-executive Director of the Company and the chairman of the Nomination Committee with effect from December 10, 2025, and have confirmed that I have no disagreement with the Board in any respect and there are no other matters in relation to my retirement that need to be brought to the attention of the shareholders of the Company or the Stock Exchange.

Former Independent Non-executive Director: Chen Hua
April 2026

APPENDIX II

REPORT ON THE FINAL ACCOUNTS FOR THE YEAR 2025

The 2025 financial statements of Unisound AI Technology Co., Ltd. (the "Company") were audited by PricewaterhouseCoopers. The audit concluded that the financial statements of the Company have been prepared in accordance with International Financial Reporting Standards and present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and its results of operations and cash flows for the year 2025.

I. SIGNIFICANT ACCOUNTING DATA

Items	2025
Operating income (RMB'000)	1,211,383
Net profit attributable to shareholders of the parent company (RMB'000)	(326,626)
Net cash flows generated from operating activities (RMB'000)	(212,782)

II. FINANCIAL POSITION, OPERATING RESULTS AND CASH FLOW

(I) Assets, Liabilities and Owner's Equity

Unit: RMB'000

Items	2025-12-31
Current assets	1,314,949
Non-current assets	201,988
Total Assets	1,516,937
Current liabilities	794,348
Non-current liabilities	49,608
Total Liabilities	843,956
Total Owner's Equity	672,981

APPENDIX II

REPORT ON THE FINAL ACCOUNTS FOR THE YEAR 2025

(II) Operating Results

Unit: RMB'000

Items	2025
Operating income	1,211,383
Total Profit	(325,683)
Net Profit	(329,462)
Net profit attributable to shareholders of the parent company	(326,626)

(III) Cash Flow

Items	2025
Net cash flows generated from operating activities	(212,782)
Net cash flows generated from investing activities	(85,567)
Net cash flows generated from financing activities	482,970
Effect of exchange rate changes on cash and cash equivalents	121
Net additions in cash and cash equivalents	184,621
Cash and cash equivalents balance at the end of the period	341,218

The above report is hereby submitted for your consideration and approval.

Unisound AI Technology Co., Ltd.

April 2026

APPENDIX III

EXPLANATORY STATEMENT

The following is the explanatory statement required to be provided to the Shareholders under the Hong Kong Listing Rules to enable them to make an informed decision on whether to vote for, against or abstain the special resolution to be proposed at the annual general meeting concerning the grant to the Board of Directors a general mandate to repurchase H Shares.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued H Shares of the Company (excluding treasury shares, if any) was 45,109,883.

If the special resolution on granting the Share repurchase mandate to the Board of Directors is passed at the AGM, and on the basis that the total number of issued H Shares of the Company (excluding treasury shares, if any) remains unchanged as at the date of the AGM (i.e. 45,109,883 Shares), the Directors will be authorised to repurchase up to 4,510,988 H Shares during the effective period of the Share repurchase mandate, representing 10% of the total number of issued H Shares as at the date of the AGM.

REASONS FOR H SHARES REPURCHASE

In order to enhance investor confidence, safeguard the interests of all Shareholders, and taking into comprehensive consideration the Company's current financial position and future development, the grant of a general mandate to repurchase H Shares at the AGM will enable the Company to flexibly handle the repurchase of Shares, which is beneficial to the Company and its Shareholders and is in the best interests of the Company and its Shareholders. Share repurchase may enhance the net asset value per Share and/or earnings per Share of the Company. The Board will only proceed with a repurchase of H Shares if it is satisfied that such repurchase is beneficial to the Company and its Shareholders as a whole.

FUNDING OF REPURCHASE

In repurchasing H Shares, the Company plans to use own funds and self-raised funds that are legally available for such purpose in accordance with the Articles of Association and applicable PRC laws, regulations and rules.

EFFECT OF REPURCHASE

A full exercise of the Share repurchase mandate during the proposed repurchase period may have an adverse impact on the working capital or gearing level 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 December 31, 2025). However, the Directors do not intend to exercise the Share

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APPENDIX III

EXPLANATORY STATEMENT

repurchase mandate in circumstances where it would have a material adverse impact on the working capital or gearing level which in the opinion of the Directors from time to time would be required for the Company.

5. PRICE OF H SHARES

The highest and lowest prices per share at which the H Shares have been traded on the Hong Kong Stock Exchange during the period from the listing date up to the Latest Practicable Date were as follows:

| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| June 2025 (from the listing date) | 319.8 | 198.0 |
| July 2025 | 593.5 | 260.6 |
| August 2025 | 872.5 | 580.0 |
| September 2025 | 879.0 | 432.0 |
| October 2025 | 602.0 | 498.0 |
| November 2025 | 657.5 | 500.0 |
| December 2025 | 637.0 | 391.0 |
| January 2026 | 443.8 | 203.0 |
| February 2026 | 425.4 | 285.0 |
| March 2026 | 328.0 | 261.6 |
| April 2026 | 416.8 | 271.6 |
| May 2026 | 328.8 | 241.4 |
| June 2026 (up to the Latest Practicable Date) | 259.4 | 200.8 |

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Hong Kong Listing Rules) currently intends to sell any H Shares to the Company in the event that the Share repurchase mandate is approved by the Shareholders.

The Directors will exercise the Company's power to repurchase H Shares under the Share repurchase mandate in accordance with the Hong Kong Listing Rules and applicable PRC laws.

The Company has not been notified by any of its core connected persons (as defined in the Hong Kong Listing Rules) that they have a present intention to sell any H Shares to the Company, or have undertaken not to sell any of their H Shares to the Company, in the event that the Share repurchase mandate is approved by the Shareholders.

The Company currently has no intention to hold any or all of the Shares repurchased under the Share repurchase mandate (if any) as treasury shares or to cancel them. The Company will make timely disclosure on how it will deal with the repurchased Shares (if any) in accordance with the relevant provisions of the Hong Kong Listing Rules.

To the extent that any treasury shares are deposited with CCASS pending resale on the Hong Kong Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended if those Shares were registered in the Company's own name as treasury shares. These measures include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividend payments or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.

The Company has confirmed that neither the explanatory statement nor the proposed share repurchase mandate has any unusual features.

7. TAKEOVERS CODE AND PUBLIC FLOAT REQUIREMENTS

If, as a result of a repurchase of H Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Code on Takeovers and Mergers and Share Buy-backs (the "Takeovers Code"). As a consequence, a Shareholder, or a group of Shareholders acting in concert (as defined under the Takeovers Code), could obtain or consolidate control of the Company (depending on the level of increase in their interest) and 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 of the knowledge and belief of the Directors, Dr. Huang Wei, Dr. Liang Jia'en and Dr. Kang Heng, our Executive Directors, by virtue of their acting-in-concert arrangement, were collectively interested in 7,063,697 H Shares and 16,481,964 Domestic Unlisted Shares of the Company (representing an aggregate of 23,545,661 Shares). The aggregate number of Shares held by the aforesaid persons represents approximately $31.53\%$ of the total number of issued shares of the Company (excluding treasury shares, if any). Upon the

exercise in full of the share repurchase mandate by the Company, pursuant to Rule 26 of the Takeovers Code, Dr. Huang Wei, Dr. Liang Jia’en and Dr. Kang Heng would be obliged to make a mandatory general offer to the Shareholders for all the issued Shares and other securities of the Company not already owned or agreed to be acquired by them or parties acting in concert with them. The Board of Directors has no present intention to exercise the share repurchase mandate to an extent that would trigger a takeover obligation.

Save as disclosed above, as at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Directors are not aware of any consequences which would arise under the Takeovers Code and/or any similar applicable law as a result of a repurchase of H Shares. Furthermore, if after such repurchase of H Shares the Company would not be in compliance with the requirements of Rule 8.08 of the Hong Kong Listing Rules, the Board shall not conduct any Share repurchase on the Hong Kong Stock Exchange.

8. THE COMPANY’S REPURCHASE OF H SHARES

The Company had not repurchased any Shares (whether on the Hong Kong Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

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NOTICE OF THE 2025 ANNUAL GENERAL MEETING

石和内

NOTICE OF THE 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (the "AGM") of Unisound AI Technology Co., Ltd. (the "Company") will be held by way of on-site meeting at the conference room of Unisound AI Technology Co., Ltd. (Building N6, BBMG Intelligent Manufacturing Workshop, No. 27 Jiancaicheng Middle Road, Haidian District, Beijing, PRC) at 10:00 a.m. on Friday, June 26, 2026 for the purposes of considering, and if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

To consider and approve the resolution on the Directors' report of the Company for the year 2025.
To consider and approve the resolution on the Company's audit report for the year 2025.
To consider and approve the resolution on the Company's profit distribution plan for the year 2025.
To consider and approve the resolution on the Company's work report of the independent non-executive Directors for the year 2025.
To consider and approve the resolution on the Company's report on the final accounts for the year 2025.
To consider and approve the resolution on the re-appointment of the Company's auditor for the year 2026.
To consider and approve the resolution on the application of integrated bank credit facilities.
29 -

NOTICE OF THE 2025 ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

To consider and approve the resolution on proposing the general meeting to grant the Board of Directors a general mandate to issue additional Shares of the Company.
To consider and approve the resolution on proposing the general meeting to grant the Board of Directors a general mandate to repurchase H Shares.

By Order of the Board

Dr. Huang Wei

Executive Director and Chief Executive Officer

Beijing, the PRC

Notes:

Closure of register of members and the eligibility to attend and vote at the AGM

For the purpose of determining the list of H Shareholders of the Company entitled to attend and vote at the AGM, the register of members for H Shares of the Company will be closed from Tuesday, June 23, 2026 to Friday, June 26, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the Company's register of members on Friday, June 26, 2026 (i.e. record date) will be entitled to attend and vote at the AGM.

In order to be eligible to attend and vote at the AGM, holders of H Shares of the Company must lodge all completed and signed transfer documents, together with the relevant share certificates and other appropriate documents, with the Company's H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Monday, June 22, 2026.

Proxy

A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote in his/her stead. However, the relevant proxy form must specify the class and number of Shares represented by each proxy. Shareholders attending in person or by proxy may cast one vote for each Share held. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent the relevant shareholder. The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorized in writing. If the shareholder is a corporation, that instrument must be executed either under its common seal or under the hand of its director(s) or duly authorized attorney. If that instrument is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized. To be valid, the proxy form together with the notarized power of attorney or other authorization document (if any), must be delivered by the Shareholders not less than 24 hours before the time appointed for holding the AGM (i.e. before 10:00 a.m. on Thursday, June 25, 2026) or any adjournment thereof (as the case may be) to the Company's H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shareholders), or to the Company's head office and principal place of business in the PRC at No. 101-124, 1/F, Building N6, BBMG Intelligent Manufacturing Workshop, No. 27 Xisanqi

Jiancaicheng Middle Road, Haidian District, Beijing, PRC (for holders of Domestic Unlisted Shares/Unlisted Foreign Shares). Completion and return of a proxy form will not preclude a shareholder from attending and voting in person at the AGM or any adjournment thereof if he/she so wishes. In such event, the instrument appointing a proxy shall be deemed to be revoked.

3. Voting by poll

According to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), any vote of shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution which relates to a procedural or administrative matter to be voted on by a show of hands. As such, resolutions set out in this notice of AGM will be voted on by way of poll. Results of the poll will be published on the website of the Company (www.unisound.com) and the HKExnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) in accordance with the Listing Rules.

4. Other matters

The AGM is expected to last for half a day. Shareholders or their proxies attending the AGM (and any adjournment thereof) shall produce their identity documents. Shareholders or their proxies attending the AGM shall be responsible for their own travelling and accommodation expenses.

5. References to times and dates in this notice are to Hong Kong times and dates.

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AI assistant

Unisound AI Technology Co., Ltd. — Proxy Solicitation & Information Statement 2026

51133_rns_2026-06-05_a7619d1a-dcd2-461e-b999-fccce2951c7f.pdf

UNISOUND AI TECHNOLOGY CO., LTD.

雲知聲智能科技股份有限公司

UNISOUND AI TECHNOLOGY CO., LTD.

雲知聲智能科技股份有限公司

INTRODUCTION

I. RESOLUTION ON THE DIRECTORS' REPORT OF THE COMPANY FOR THE YEAR 2025

II. RESOLUTION ON THE COMPANY'S AUDIT REPORT FOR THE YEAR 2025

III. RESOLUTION ON THE COMPANY'S PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025

IV. RESOLUTION ON THE COMPANY'S WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS FOR THE YEAR 2025

V. RESOLUTION ON THE COMPANY'S REPORT ON THE FINAL ACCOUNTS FOR THE YEAR 2025

VI. RESOLUTION ON THE RE-APPOINTMENT OF THE COMPANY'S AUDITOR FOR THE YEAR 2026

VII. RESOLUTION ON THE APPLICATION OF INTEGRATED BANK CREDIT FACILITIES

VIII. RESOLUTION ON PROPOSING THE GENERAL MEETING TO GRANT THE BOARD OF DIRECTORS A GENERAL MANDATE TO ISSUE ADDITIONAL SHARES OF THE COMPANY

II. Term of Mandate

IX. RESOLUTION ON PROPOSING THE GENERAL MEETING TO GRANT THE BOARD OF DIRECTORS A GENERAL MANDATE TO REPURCHASE H SHARES

X. 2025 ANNUAL GENERAL MEETING

RECOMMENDATION

I. BASIC INFORMATION

II. PERFORMANCE OF DUTIES

(I) Attendance at Board Meetings

(II) Attendance at General Meetings

(III) Attendance at Meetings of Board Committees

(IV) Attendance at Meetings between the Chairman and Independent Non-executive Directors

III. WORK PLAN FOR 2026

I. BASIC INFORMATION

II. PERFORMANCE OF DUTIES

(I) Attendance at Board Meetings

(II) Attendance at General Meetings

(III) Attendance at Meetings of Board Committees

(IV) Attendance at Meetings between the Chairman and Independent Non-executive Directors

III. WORK PLAN FOR 2026

I. SIGNIFICANT ACCOUNTING DATA

II. FINANCIAL POSITION, OPERATING RESULTS AND CASH FLOW

(I) Assets, Liabilities and Owner's Equity

(II) Operating Results

(III) Cash Flow

5. PRICE OF H SHARES

6. GENERAL

7. TAKEOVERS CODE AND PUBLIC FLOAT REQUIREMENTS

8. THE COMPANY’S REPURCHASE OF H SHARES

NOTICE OF THE 2025 ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

3. Voting by poll

4. Other matters

5. References to times and dates in this notice are to Hong Kong times and dates.

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Unisound AI Technology Co., Ltd. Proxy Solicitation & Information Statement 2026