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Xiamen Jihong Co., Ltd Proxy Solicitation & Information Statement 2026

May 11, 2026

50707_rns_2026-05-11_4ad87f94-b265-4953-a018-0e7e5049cf33.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Xiamen Jihong Co., Ltd, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

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XIAMEN JIHONG CO., LTD

廈門吉宏科技股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2603)

(1) PROPOSED INCREASE TO THE ESTIMATED GUARANTEE AMOUNT PROVIDED TO CONTROLLED SUBSIDIARIES; AND
(2) NOTICE OF 2026 SECOND EXTRAORDINARY GENERAL MEETING

The 2026 Second EGM will be held at 38th Floor, Yuzhou Plaza, No. 55, Hubin South Road, Siming District, Xiamen, the PRC at 2:30 p.m. on Thursday, June 4, 2026. Notice convening the 2026 Second EGM is set out on pages EGM-1 to EGM-2 of this circular. Proxy form for the 2026 Second EGM is enclosed in this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (https://www.jihong.cn). Shareholders who are eligible to attend and intend to appoint a proxy to attend the 2026 Second EGM shall complete and return the accompanying proxy form in accordance with the instructions printed thereon to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 24 hours before the time fixed for holding the 2026 Second EGM 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 2026 Second EGM or any adjourned meeting in person should you so desire. A letter from the Board is set out on pages 2 to 8 of this circular.

May 12, 2026


CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 2
NOTICE OF 2026 SECOND EXTRAORDINARY GENERAL MEETING ... EGM-1

  • i -

DEFINITIONS

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

“2026 Second EGM” the 2026 second extraordinary general meeting of the Company to be held at 38th Floor, Yuzhou Plaza, No. 55, Hubin South Road, Siming District, Xiamen, the PRC at 2:30 p.m. on Thursday, June 4, 2026;

“A Share(s)” the ordinary share(s) with a par value of RMB1.00 each in the share capital of the Company which are listed on the Shenzhen Stock Exchange, and are subscribed for and traded in RMB;

“Articles of Association” the articles of association of the Company, as amended from time to time;

“Board” the board of Directors;

“Company” Xiamen Jihong Co., Ltd (廈門吉宏科技股份有限公司), a joint-stock company with limited liability incorporated in the PRC, the shares of which are listed on the Shenzhen Stock Exchange and the Main Board of the Stock Exchange;

“Director(s)” the director(s) of the Company;

“H Share(s)” overseas listed foreign share(s) with a par value of RMB1.00 each in the share capital of the Company which are listed on the Stock Exchange and are subscribed for and traded in Hong Kong dollars;

“Hong Kong” the Hong Kong Special Administrative Region of the PRC;

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

“Main Board” the Main Board of the Stock Exchange;

“PRC” the People’s Republic of China;

“RMB” Renminbi, the lawful currency of the PRC;

“Shareholder(s)” the shareholder(s) of the Company;

“Stock Exchange” The Stock Exchange of Hong Kong Limited; and

“Treasury shares” has the meaning ascribed to it under the Listing Rules.

– 1 –


LETTER FROM THE BOARD

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XIAMEN JIHONG CO., LTD

廈門吉宏科技股份有限公司

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

(Stock Code: 2603)

Executive Directors:

ZHUANG Hao (Chairwoman)

ZHANG Heping (General Manager)

ZHUANG Shu (Deputy General Manager)

LU Tashan (Vice Chairman, Deputy General Manager and Joint Company Secretary)

Employee Representative Director:

BAI Xueting

Independent Non-Executive Directors:

ZHANG Guoqing

Alfred SIT Wing Hang

TANG Yi Hoi

CAI Qinghui

Registered Office:

No. 9 Putou Road

Dongfu Industry Park II

Haicang District

Xiamen

Fujian Province

PRC

Principal place of business in Hong Kong:

Office 5, 15/F

Bank of East Asia

Harbour View Centre

No. 56 Gloucester Road

Hong Kong

May 12, 2026

To the Shareholder

Dear Sir or Madam,

(1) PROPOSED INCREASE TO THE ESTIMATED GUARANTEE AMOUNT PROVIDED TO CONTROLLED SUBSIDIARIES; AND

(2) NOTICE OF 2026 SECOND EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with detailed information regarding the notice of the 2026 Second EGM and the relevant resolution to be proposed at the 2026 Second EGM, so as to enable you to make an informed decision on whether to vote for or against the resolution at the 2026 Second EGM. For the details of the resolution to be proposed at the 2026 Second EGM, please refer to the notice of the 2026 Second EGM enclosed with this circular.


LETTER FROM THE BOARD

2. PROPOSED INCREASE TO THE ESTIMATED GUARANTEE AMOUNT PROVIDED TO CONTROLLED SUBSIDIARIES

I. Overview of the Guarantee

To further meet the needs of day-to-day operations and continuous business expansion, at the 5th meeting of the sixth session of the Board on May 11, 2026, the Board considered and approved the Proposal on the Increase to the Estimated Guarantee Amount Provided to Controlled Subsidiaries in 2026 («關於新增2026年度為控股子公司提供擔保額度預計的議案»), agreeing that the Company would provide an additional estimated guarantee amount not exceeding RMB2.5 billion to its controlled subsidiaries (including newly established ones), including Guangdong Jihong Packaging Co., Ltd. (廣東吉宏包裝有限公司) (“Guangdong Jihong”) and Xiamen Giikin E-commerce Co., Ltd. (廈門市吉客印電子商務有限公司) (“Xiamen Giikin”). This guarantee amount does not include previously approved guarantees that remain in effect. The scope of guarantees includes financing guarantees for comprehensive credit facility business applied to banks and other financial institutions, including loans, bank acceptance bills, letters of credit, letters of guarantee, factoring, etc., as well as performance guarantees for day-to-day operations. The types of guarantees include general guarantees, joint and several liability guarantees, mortgages, pledges, etc. The guarantees include the provision by the Company of guarantees for controlled subsidiaries, the provision by controlled subsidiaries of guarantees for the Company, and the provision of mutual guarantees between controlled subsidiaries.

The authorization period for the aforementioned new financing and performance guarantees shall be from the date of approval at the 2026 Second EGM to the date of the 2026 annual general meeting of the Company. For the Company and its controlled subsidiaries applying for financing from banks and other financial institutions or carrying out other day-to-day operational businesses, the guarantee amount may be utilized on a revolving basis during the authorization period, without the need for additional approval from the Board or a general meeting of the Shareholders. Meanwhile, the management of the Company is authorized to handle all matters related to the financing and performance guarantees, including but not limited to reviewing the business operations and capital needs of the Company and its controlled subsidiaries and making adjustments to the allocation as needed, as well as signing all legal documents such as credit, performance and guarantee agreements.

  • 3 -

LETTER FROM THE BOARD

II. New Estimated Guarantee Amount

Guarantor Guaranteed party Shareholding percentage held by the Guarantor Latest gearing ratio of the guaranteed party Guarantee balance as at the date herein (RMB0'000) Additional guarantee amount (RMB0'000) The percentage of the guarantee amount accounting for the latest net assets of the listed company Whether related guarantees are provided
Xiamen Jihong Co., Ltd/Controlled subsidiaries Guangdong Jihong 88% (1) 0 0 No
Xiamen Giikin 100% 0.90% 0 250,000 90.89% No
Other controlled subsidiaries Actual shareholding Below 70% No
Total 0 250,000 90.89%

(1) The remaining 12% equity interests in Guangdong Jihong is held by Shenzhen Ruijitai Technology Consulting Co., Ltd.* (深圳市瑞吉泰技術諮詢有限公司), an independent third party.

III. Basic Information on the Guaranteed Parties

(1) Guangdong Jihong Packaging Co., Ltd. (廣東吉宏包裝有限公司)

Company name: Guangdong Jihong Packaging Co., Ltd. (廣東吉宏包裝有限公司)

Date of establishment: April 24, 2026

Place of registration: Factory Buildings 1-5, Office Building, Warehouse, No. 3 Guling Road, Shiwei Village, Sanhe Street, Huiyang District, Huizhou City

Registered capital: RMB50 million

Scope of business: licensed projects: printing of packaging and decoration printed materials; binding services for printed materials; printing of other printed materials such as documents and materials; printing of publications. (Business activities subject to approval according to law may be carried out only after approval by relevant departments; specific scope of business is subject to the approval documents or licenses of relevant departments). General business activities: sales of packaging materials and products; manufacturing of paper and paperboard containers; professional design services; advertising design and agency; sales of paper products; manufacturing of paper products. (The above business activities do not involve special management measures for foreign investment access)

Related party relationship or business association with the Company: the Company's wholly-owned subsidiary Hong Kong Vermilion Bird International Limited (香港朱雀國際有限公司) holds 88% of its equity, and Shenzhen Ruijitai Technology Consulting Co., Ltd. (深圳市瑞吉泰技術諮詢有限公司) holds 12% of its equity


LETTER FROM THE BOARD

As Guangdong Jihong is a newly established enterprise and has not yet commenced business, there is currently no relevant financial data.

Credit rating: No external credit rating

Upon verification, Guangdong Jihong is not an untrustworthy judgment defaulter.

(2) Xiamen Giikin E-commerce Co., Ltd.* (廈門市吉客印電子商務有限公司)

Company name: Xiamen Giikin E-commerce Co., Ltd.* (廈門市吉客印電子商務有限公司)

Date of establishment: August 1, 2017

Place of registration: Unit 2-1, 38th Floor, Yuzhou Plaza, No. 55 Hubin South Road, Siming District, Xiamen City

Registered capital: RMB50 million

Legal representative: Zhuang Hao

Scope of business: licensed projects: online food sales (sales of pre-packaged food); online food sales; food business (sales of bulk food); food business (sales of pre-packaged food); sales of infant formula milk powder; and food business (Business activities subject to approval according to law may be carried out only after approval by relevant departments; specific scope of business is subject to the approval documents or licenses of relevant departments). General business activities: online sales (excluding sales of licensed goods); software development; information technology consulting services; marketing planning; internet of things application services; digital cultural creative content application services; sales of internet devices; software sales; sales of network equipment; sales of Class I medical devices; sales of Class II medical devices; retail of clothing and apparel; retail of shoes and hats; sales of daily necessities; wholesale of kitchenware, sanitary ware and daily sundries; sales of daily wooden products; retail of arts and crafts and collectibles (except ivory and its products); retail of cosmetics; sales of personal hygiene products; sales of hygiene products and disposable medical supplies; sales of bags and suitcases; wholesale of daily necessities; sales of watches and clocks; sales of eyeglasses (excluding contact lenses); retail of jewelry; sales of household appliances; retail of household appliances; sales of furniture; sales of building materials; retail of edible agricultural products; wholesale of aquatic products; retail of aquatic products; sales of knitted and woven textiles; sales of knitted and woven textiles and raw materials; sales of beans and tubers; sales of grains; import and export of technologies; import and export of goods. (Except for business activities subject to approval according to law, business activities may be carried out independently based on business licenses).

Related party relationship or business association with the Company: a wholly-owned subsidiary of the Company

  • 5 -

LETTER FROM THE BOARD

Key financial data for the latest financial year and latest reporting period

Unit: RMB

Items As at March 31, 2026/ For the period from January to March 2026 (Unaudited) As at December 31, 2025/For period from January to December 2025 (Audited)
Total assets 199,505,795.42 199,497,841.20
Total liabilities 1,792,033.80 1,805,783.80
Net assets 197,713,761.62 197,692,057.40
Operating revenue 128,012.39 0.00
Total profit 21,704.22 99,442,840.37
Net profit 21,704.22 99,442,840.37

Credit rating: No external credit rating

Upon verification, Xiamen Giikin is not an untrustworthy judgment defaulter.

III. Main Contents of the Guarantee Agreements

The Company proposes to provide new financing and performance guarantees to its controlled subsidiaries (including newly established ones), including Guangdong Jihong and Xiamen Giikin, with an estimated guarantee amount not exceeding RMB2.5 billion, and the relevant agreements are yet to be signed. The Company will determine the financial institutions and day-to-day business counterparties based on the actual needs. The financing and performance guarantee amount, type, guarantee method, and guarantee term shall be subject to the finalized contracts signed.

IV. Opinions of the Board

The new guarantees refer to such guarantees provided between the Company and its controlled subsidiaries within the scope of consolidated statements for financing and performance, which is conducive to the Company improving capital turnover efficiency, meeting the needs of day-to-day production and operation and market expansion, and is in line with the Company's development strategy and overall interests.

The Company can exercise effective control over the operational management, financial and capital control, and investment and financing of the controlled subsidiaries within the scope of consolidated statements, and therefore the guarantee risks are controllable. Where there are other minority shareholders in the controlled subsidiaries, they are required in principle to provide equivalent guarantees in proportion to their capital contributions. This guarantee will not adversely affect the Company and does not prejudice the interests of the Company and its Shareholders.


LETTER FROM THE BOARD

V. Cumulative External Guarantees and Overdue Guarantees

As at the date of this circular, the cumulative guarantee balance of the Company and its subsidiaries amounts to RMB244,971,000, all of which are guarantees provided by the Company to its controlled subsidiaries, representing 8.91% of the audited net assets of the Company for 2025. Except for the above-mentioned guarantees within the scope of consolidated financial statements, the Company and its controlled subsidiaries have no other external guarantees, or overdue external guarantees, or external guarantees involving litigation, and there are no circumstances in which losses are to be borne due to adverse judgments in lawsuits concerning guarantees.

This resolution has been considered and approved by the 5th meeting of the sixth session of the Board on May 11, 2026, and is now proposed at the 2026 Second EGM for review and approval by an ordinary resolution.

3. THE 2026 SECOND EGM

The 2026 Second EGM will be held at 38th Floor, Yuzhou Plaza, No. 55, Hubin South Road, Siming District, Xiamen, the PRC at 2:30 p.m. on Thursday, June 4, 2026. Notice convening the 2026 Second EGM is set out on pages EGM-1 to EGM-2 of this circular.

Proxy form for the 2026 Second EGM is enclosed in this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (https://www.jihong.cn). Shareholders who are eligible to attend and intend to appoint a proxy to attend the 2026 Second EGM shall complete and return the proxy form in accordance with the instructions printed thereon to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 24 hours before the time fixed for holding the 2026 Second EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting at the 2026 Second EGM or any adjourned meeting in person should you so desire.

To determine the eligibility of the holders of H Shares to attend and vote at the 2026 Second EGM, the register of the holders of H Shares of the Company will be closed from June 1, 2026 to June 4, 2026 (both days inclusive). During this period, no transfer of H Shares will be registered. Any holder of the H Shares, whose name appears on the Company's register of members on June 4, 2026, is entitled to attend and vote at the 2026 Second EGM. In order for the holders of H Shares to be qualified to attend and vote at the 2026 Second EGM, all transfer documents accompanied by the relevant H 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, Wanchai, Hong Kong not later than 4:30 p.m. on May 29, 2026. For the notice of the 2026 Second EGM applicable to holders of A Shares and the relevant form of proxy, please refer to the announcement of the Company dated May 12, 2026 published on the Shenzhen Stock Exchange.


LETTER FROM THE BOARD

4. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the shareholders’ general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Poll results will be announced and published by the Company in accordance with Rule 13.39(5) and 13.39(5A) of the Listing Rules after the conclusion of the 2026 Second EGM. To the best of knowledge, information and belief of the Directors, no Shareholder was required to abstain from voting at the 2026 Second EGM under the Listing Rules.

5. RECOMMENDATIONS

The Board believes that the resolution set out in the notice of the 2026 Second EGM are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the relevant resolution to be proposed as set out in the notice of the 2026 Second EGM.

6. 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.

Yours faithfully,

For and on behalf of the Board

Xiamen Jihong Co., Ltd

ZHUANG Hao

Executive Director and Chairwoman


NOTICE OF 2026 SECOND EXTRAORDINARY GENERAL MEETING

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XIAMEN JIHONG CO., LTD

廈門吉宏科技股份有限公司

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

(Stock Code: 2603)

NOTICE OF 2026 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2026 second extraordinary general meeting (the “2026 Second EGM”) of Xiamen Jihong Co., Ltd (廈門吉宏科技股份有限公司) (the “Company”) will be held at 38th Floor, Yuzhou Plaza, No. 55, Hubin South Road, Siming District, Xiamen, the PRC at 2:30 p.m. on Thursday, June 4, 2026 to consider and, if thought fit, approve the following resolutions.

Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated May 12, 2026 (the "Circular").

ORDINARY RESOLUTION

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

  1. To consider and approve the resolution regarding the increase to the estimated guarantee amount provided to controlled subsidiaries.

For and on behalf of the Board

Xiamen Jihong Co., Ltd

ZHUANG Hao

Executive Director and Chairwoman

Hong Kong, May 12, 2026

Notes:

  1. Pursuant to Rule 13.39(4) of the Listing Rules, votes of the shareholders at the 2026 Second EGM shall be taken by poll except where the chairman of the 2026 Second EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands.

  2. Any shareholder entitled to attend and vote at the 2026 Second EGM is entitled to appoint one or more than one proxy to attend and vote on his/her behalf. A proxy needs not be a member of the Company.

  3. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority, must be deposited at the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 24 hours before the time for holding of the meeting or any adjournment thereof.

  4. Shareholders or their proxies shall present proofs of identities when attending the 2026 Second EGM.

  5. EGM-1 -


NOTICE OF 2026 SECOND EXTRAORDINARY GENERAL MEETING

  1. The holders of A Shares and H Shares will vote as one class of Shareholders. The register of holders for H Shares will be closed from June 1, 2026 to June 4, 2026 (both days inclusive), during which no transfer of Shares will be effected. The holders of H Shares whose names appear on the register of members of the Company on June 4, 2026 will be entitled to attend and vote at the 2026 Second EGM. In order to attend and vote at the 2026 Second EGM, all transfers accompanied by 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, Wanchai, Hong Kong not later than 4:30 p.m. on May 29, 2026.

  2. Shareholders or their proxies attending the 2026 Second EGM are responsible for their own transportation and accommodation expenses.

As at the date of this announcement, the Board comprises of Ms. ZHUANG Hao as the chairwoman of the Board and executive Director; Mr. ZHANG Heping, Mr. ZHUANG Shu and Mr. LU Tashan as executive Directors; Ms. BAI Xueting as employee representative Director; and Dr. ZHANG Guoqing, Professor Alfred SIT Wing Hang, Mr. TANG Yi Hoi, and Mr. CAI Qinghui as independent non-executive Directors.

  • EGM-2 -