Wise Living Technology Co., Ltd — AGM Information 2024

Apr 24, 2024

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

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Wise Living Technology Co., Ltd 慧 居 科 技 股 份 有 限 公 司

(A joint stock limited liability company incorporated in the People’s Republic of China) (Stock Code: 2481)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting (“ AGM ”) of Wise Living Technology Co., Ltd (the “ Company ”) will be held at 2:00 p.m. on Friday, 17 May 2024 at Company Conference Room, No. 168 Wucheng South Road, Taiyuan Economic and Technological Development Zone, Xiaodian District, Taiyuan City, Shanxi Province, People’s Republic of China to transact the following business. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the circular dated 25 April 2024 issued by the Company (the “ Circular ”):

AS ORDINARY RESOLUTIONS

1. To consider and approve the adoption of the Company’s report of the board (the “ Board ”) of directors (the “ Directors ”) for the year 2023.

2. To consider and approve the adoption of the Company’s report of the supervisory committee for the year 2023.

3. To consider and approve the adoption of the Company’s annual report for the year 2023.

4. To consider and approve the adoption of the audited financial statements of the Company and its subsidiaries for the year ended 31 December 2023.

5. To consider and approve the financial budget plan of the Company for the year 2024.

6. To consider and approve the profit distribution plan of the Company for the year 2023.

7. To consider and approve the proposed authorisation to the Board on credit lines and provision of guarantee for the year 2024 and authorise the legal representatives of the Company and its subsidiaries or their delegates to represent the Company or any of its subsidiaries in

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completing relevant procedures within the approved credit lines approved by the bank and to sign all contracts, agreements, certificates and other legal documents related to the credit granting and guarantee within the approved credit lines.

1. To authorise and approve the Board to determine the remuneration plan for the Directors for the year ended 31 December 2024.

2. To authorise and approve the Board to determine the remuneration plan for the supervisors of the Company for the year ended 31 December 2024.

3. (a) To re-elect Ms. Xu Lijie as a non-executive Director.

• (b) To re-elect Dr. Tse Hiu Tung, Sheldon as an independent non-executive Director.

• (c) To re-elect Mr. Cheung Ho Kong as an independent non-executive Director.

• (d) To re-elect Dr. Zhu Qing as an independent non-executive Director.

1. To consider and approve the re-appointment of PricewaterhouseCoopers as the Company’s auditor for the year 2024 for a term until the conclusion of the next annual general meeting of the Company, and to authorise the Board to determine its remuneration.

AS SPECIAL RESOLUTIONS

1. To consider and approve the grant of a general mandate to the Board to issue H shares of the Company (“ H Shares ”):

“ THAT

• (a) subject to paragraph (c) below and in accordance with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), the articles of association of the Company (the “ Articles of Association ”) and the applicable laws, rules and regulations of the PRC, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with, either separately or concurrently, additional H Shares and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be hereby generally and unconditionally approved;

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• (b) the approval in paragraph (a) above shall authorise the Board during the Relevant Period (as defined below) to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period (as defined below);

• (c) each of the aggregate number of H Shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board pursuant to the approval granted in paragraph (a) shall not exceed 20% of each of the total number of the H Shares in issue as at the date of passing this resolution, other than pursuant to (i) a Rights Issue (as defined below) or (ii) any scrip dividend or similar arrangement providing for allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association; and

• (d) the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC (the “ PRC Company Law ”), the Listing Rules and the requirements of the relevant PRC regulatory authorities, and after obtaining all necessary approvals from relevant government authorities (including the China Securities Regulatory Commission).

• (e) for the purposes of this resolution:

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

• (i) the expiration of the 12-month period following the passing of this resolution at the AGM;

• (ii) the conclusion of the next annual general meeting of the Company following the passing of this resolution at the AGM; or

• (iii) the date on which the authority conferred to the Board by this resolution is revoked or varied by a special resolution of Shareholders at a general meeting.

“ Rights Issue ” means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (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, or the requirements, of

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any recognised regulatory body or any stock exchange in any territory outside Hong Kong) and an offer, allotment or issue of shares by way of rights shall be construed accordingly.

• (f) contingent upon the Directors resolving to issue H Shares pursuant to subparagraph (a) of this resolution, the Board be and is hereby authorised to approve, execute, make and procure to execute and make all such documents, deeds and matters as it may consider relevant in connection with the issue of such new H Shares (including but not limited to, determining the time and place of issue, making all necessary applications to the relevant authorities and entering into an underwriting agreement(s) or any other agreement(s)), to determine the use of proceeds and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other authorities, and to make such amendments to the Articles of Association as it thinks fit so as to reflect the increase in the registered capital and the new share capital structure.”

1. To consider and approve the grant of a general mandate to the Board to repurchase H Shares, during the Relevant Period (as defined in paragraph (c) below):

“ THAT

• (b) In accordance with all applicable laws and regulation promulgated by the Chinese government or security regulatory authorities and The Stock Exchange of Hong Kong Limited and on such terms as it shall think fit, repurchase the H Shares not exceeding 10% of the total number of H Shares in issue as at the date when this resolution is passed;

• (c) the Board be authorised to (including but not limited to the following):

  • (i) determine detailed repurchase plan, including but not limited to repurchase price, number of H Shares to repurchase, timing of repurchase and period of repurchase, etc.;

  • (ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas (if needed); and

  • (iii) carry out cancellation procedures for repurchased shares, reduce registered capital of the Company in order to reflect the amount of shares repurchased in accordance with the authorisation received by the Board under paragraph (a) of this special resolution and make corresponding amendments to the Articles of Association as it

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thought fit and necessary in order to reflect the reduction of the registered capital of the Company and carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.

• (d) For the purposes of this special resolution, “ Relevant Period ” means the period from the passing of this special resolution until the earliest of:

  • (i) the expiration of the 12-month period following the passing of this resolution at the AGM;

  • (ii) the conclusion of the next annual general meeting of the Company following the passing of this resolution at the AGM; or

  • (iii) the date on which the authority conferred to the Board by this resolution is revoked or varied by a special resolution of Shareholders at a general meeting.”

By order of the Board Wise Living Technology Co., Ltd GENG Ming Chairman and Executive Director

Hong Kong, 25 April 2024

Notes:

1. Details of the above resolutions are set out in the circular of the Company dated 25 April 2024.

2. All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.hjkj.cn) in accordance with the Listing Rules.

3. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

4. In case of joint holders of shares, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders are present at any meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

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1. In order to be valid, the 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 of attorney or authority, must be deposited at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by holders of H Shares, or to the Company’s registered office at Room 202, 2/F, No. 15 Shuangliang Road, Ligang Street, Jiangyin City, Jiangsu Province, The PRC by holders of Domestic Shares not less than 48 hours before the time appointed for the AGM (i.e. not later than 2:00 p.m. on Wednesday, 15 May 2024) or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. For determining the entitlement to attend and vote at the AGM, the Register of Members will be closed from Monday, 13 May 2024 to Friday, 17 May 2024, both dates inclusive, during which period no transfer of H Shares will be registered. In order to be eligible to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Friday, 10 May 2024.

3. For determining the entitlement to the proposed final dividend of the Company for the year ended 31 December 2023 (subject to approval by the shareholders at the AGM), the register of members of the Company will be closed from Thursday, 23 May 2024 to Tuesday, 28 May 2024, both dates inclusive, during which period no transfer of H Shares will be registered. The holders of H Shares whose names appear on the register of members of the Company on Tuesday, 28 May 2024 are entitled to receive the final dividend. In order for the holders of H shares to qualify for receiving the final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 22 May 2024.

4. Shareholders shall produce their identity documents and supporting documents in respect of Shares held when attending the AGM. If a corporate Shareholder appoints an authorised representative to attend the AGM, the authorised representative shall produce his/her identity documents and a notarially certified copy of the relevant authorisation instrument signed by the Board of Directors or other authorised parties of the corporate Shareholder or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the AGM.

5. The on-site AGM is expected to take less than half a day. Shareholders attending the AGM shall be responsible for their own travel and accommodation expenses.

6. Unless otherwise defined, capitalised terms used in this notice shall have the same meaning as those defined in the Company’s circular dated 25 April 2024.

As at the date of this notice, the Board comprises Mr. Geng Ming, Mr. Li Baoshan and Mr. Luo Wei as executive Directors, Mr. Miao Wenbin, Mr. Ma Fulin and Ms. Xu Lijie as non-executive Directors, and Mr. Cheung Ho Kong, Dr. Tse Hiu Tung, Sheldon and Dr. Zhu Qing as independent non-executive Directors

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