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Yidu Tech Inc. Proxy Solicitation & Information Statement 2025
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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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Yidu Tech Inc., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.
Yidu Tech Inc.
醫渡科技有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2158)
NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES AND SELL AND/OR TRANSFER TREASURY SHARES AND REPURCHASE SHARES; AND
(2) RE-ELECTION OF RETIRING DIRECTORS
A notice convening the Annual General Meeting of Yidu Tech Inc. to be held at 1/F, Building 22, Lincui Xili Phase 3, Chaoyang District, Beijing, PRC on Friday, August 29, 2025 at 11:00 a.m. is set out on pages 19 to 24 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.yidutech.com).
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 11:00 a.m. on Wednesday, August 27, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish and in such event, the form of proxy shall be deemed to be revoked.
July 28, 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
- INTRODUCTION ... 5
- ISSUE MANDATE TO ISSUE SHARES AND
SELL AND/OR TRANSFER TREASURY SHARES ... 5 - REPURCHASE MANDATE TO REPURCHASE SHARES ... 6
- RE-ELECTION OF RETIRING DIRECTORS ... 6
- CLOSURE OF REGISTER OF MEMBERS ... 7
- NOTICE OF ANNUAL GENERAL MEETING ... 7
- FORM OF PROXY ... 7
- VOTING BY WAY OF POLL ... 8
- RECOMMENDATION ... 8
- RESPONSIBILITY STATEMENT ... 8
APPENDIX I — PARTICULARS OF THE RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION ... 9
APPENDIX II — EXPLANATORY STATEMENT
ON THE REPURCHASE MANDATE ... 15
NOTICE OF ANNUAL GENERAL MEETING ... 19
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting” or “AGM” the annual general meeting of the Company to be held at 1/F, Building 22, Lincui Xili Phase 3, Chaoyang District, Beijing, PRC at 11:00 a.m. on Friday, August 29, 2025, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 19 to 24 of this circular, or any adjournment thereof
“Articles of Association” the articles of association of the Company, as amended from time to time
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Audit Committee” the audit committee of the Board
“Board” the board of Directors
“Companies Act” the Companies Act (As Revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
“Company” Yidu Tech Inc. (醫渡科技有限公司), an exempted company with limited liability incorporated in the Cayman Islands on December 9, 2014, with its Shares initially listed on the Main Board of the Stock Exchange on January 15, 2021 (stock code: 2158)
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“Consultation Conclusions” the Conclusions on the Consultation Paper on proposed amendments to the Listing Rules relating to Treasury Shares published by the Stock Exchange on April 12, 2024 and to take effect on June 11, 2024
“Controlling Shareholder” has the meaning ascribed to it under the Listing Rules
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries from time to time
“HKD” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
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DEFINITIONS
"Issue Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with new Shares and sale and/or transfer of Treasury Shares of not exceeding 20% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing of the proposed ordinary resolution for the granting of such general mandate by the Shareholders
"Latest Practicable Date"
July 16, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing"
the listing of the Shares on the Main Board of the Stock Exchange
"Listing Approval"
the Listing Committee’s approval of the listing of, and permission to deal in, any Share on the Stock Exchange which may be issued by the Company pursuant to the exercise of any Awards and/or Options under the share schemes of the Company
"Listing Date"
January 15, 2021, being the listing date when the Shares were listed on the Main Board of the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time
"Memorandum and Articles of Association"
the Memorandum of Association and the Articles of Association
"Memorandum of Association"
the memorandum of association of the Company, as amended from time to time
"Nomination Committee"
the nomination committee of the Board
"Post-IPO Share Award Scheme"
the post-IPO share award scheme approved and adopted by our Company on December 28, 2020 with effect from Listing and amended on September 28, 2023
"Post-IPO Share Option Scheme"
the post-IPO share option scheme approved and adopted by our Company on December 28, 2020 with effect from Listing and terminated on August 25, 2023
"PRC"
the People’s Republic of China, and for the purposes of this circular only, excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan
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DEFINITIONS
| “Pre-IPO Share Option Plans” | the two pre-IPO share option plans adopted by the Company on March 16, 2015 as amended from time to time |
|---|---|
| “Remuneration Committee” | the remuneration committee of the Board |
| “Repurchase Mandate” | a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing of the proposed ordinary resolution for the granting of such general mandate by the Shareholders |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SFO” | Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time |
| “Share(s)” | ordinary share(s) in the share capital of the Company with a par value of US$0.00002 each |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | The Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or otherwise modified from time to time |
| “Treasury Shares” | has the meaning ascribed to it under the Listing Rules which came into effect on June 11, 2024 and as amended from time to time |
| “US$” | United States dollars, the lawful currency of the United States of America |
| “%” | per cent |
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LETTER FROM THE BOARD
Yidu医渡
Yidu Tech Inc.
醫渡科技有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2158)
Executive Directors:
Ms. Gong Yingying (Chairlady)
Mr. Xu Jiming (Chief Executive Officer)
Ms. Feng Xiaoying
Dr. Xie Li
Non-Executive Director:
Mr. Zeng Ming
Independent Non-Executive Directors:
Dr. Ma Wei-Ying
Ms. Pan Rongrong
Prof. Zhang Linqi
Registered office:
Suite #4-210, Governors Square
23 Lime Tree Bay Avenue
PO Box 32311
Grand Cayman KY1-1209
Cayman Islands
Headquarters in the PRC:
Building 22
Lincui Xili Phase 3
Chaoyang District
Beijing
PRC
Principal place of business in Hong Kong:
19th Floor, Golden Centre
188 Des Voeux Road Central
Hong Kong
July 28, 2025
To the Shareholders
Dear Sir or Madam
NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR
(1) GENERAL MANDATES TO ISSUE SHARES AND
SELL AND/OR TRANSFER TREASURY SHARES AND
REPURCHASE SHARES; AND
(2) RE-ELECTION OF RETIRING DIRECTORS
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LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to give you the notice of the Annual General Meeting and the requisite information in respect of the following proposals to be put forward at the Annual General Meeting: (a) the granting of the Issue Mandate to issue Shares and sell and/or transfer Treasury Shares and the Repurchase Mandate to repurchase Shares; and (b) the re-election of the retiring Directors.
2. ISSUE MANDATE TO ISSUE SHARES AND SELL AND/OR TRANSFER TREASURY SHARES
At the annual general meeting of the Company convened on August 30, 2024, an ordinary resolution was passed for the granting of issue mandate authorizing the Directors to allot, issue and/or otherwise deal with the Shares not exceeding 20% of the number of issued Shares (excluding Treasury Shares) at that date, which is due to expire at the conclusion of the Annual General Meeting.
The Consultation Conclusions have proposed amendments to the Listing Rules which sought to govern the resale of Treasury Shares by an issuer in the same manner as the Listing Rules that currently apply to an issue of new shares. The proposed amendments to the Listing Rules as to Treasury Shares came into effect on June 11, 2024. In order to ensure flexibility and give discretion to the Directors to issue any new Shares and sell and/or transfer Treasury Shares when the Directors consider desirable for the Company to do so, an ordinary resolution will be proposed at the Annual General Meeting, pursuant to the Listing Rules, to approve the grant of the Issue Mandate to the Directors to issue Shares and sell and/or transfer Treasury Shares not exceeding 20% of the total number of issued Shares (excluding Treasury Shares). At the Annual General Meeting, an ordinary resolution numbered 4 will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares and sell and/or transfer Shares out of the treasury that are held as Treasury Shares not exceeding 20% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing of the ordinary resolution in relation to the Issue Mandate for the period until (i) the conclusion of the next annual general meeting of the Company; (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable law(s) or the Articles of Association to be held; or (iii) revocation or variation of the Issue Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
As at the Latest Practicable Date, the total number of issued Shares (excluding Treasury Shares) comprised 1,064,104,329 Shares. Subject to the passing of the ordinary resolution numbered 4 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue and/or transfer out of treasury a maximum of 212,820,865 Shares.
As at the Latest Practicable Date, the Company holds 2,891,100 Treasury Shares and the Company might consider to use the Issue Mandate, subject to the approval of the Shareholders, to sell and/or transfer Treasury Shares.
LETTER FROM THE BOARD
In addition, subject to a separate approval of the ordinary resolution numbered 6, the number of Shares repurchased by the Company under ordinary resolution numbered 5 will also be added to extend the Issue Mandate as mentioned in ordinary resolution numbered 4 provided that such additional number of Shares shall not exceed 10% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing the ordinary resolution in relation to the Issue Mandate and Repurchase Mandate.
3. REPURCHASE MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company convened on August 30, 2024, an ordinary resolution was passed for the granting of repurchase mandate authorizing the Directors to repurchase the Shares not exceeding 10% of the number of issued Shares (excluding Treasury Shares) at that date, which is due to expire at the conclusion of the Annual General Meeting.
In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the total number of issued Shares (excluding Treasury Shares) as at the date of passing of the ordinary resolution in relation to the Repurchase Mandate for the period until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable law(s) or the Articles of Association to be held; or (iii) revocation or variation of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
As at the Latest Practicable Date, there were 1,064,104,329 Shares (excluding Treasury Shares) in issue. Subject to the passing of the ordinary resolution numbered 5 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 106,410,432 Shares pursuant to the Repurchase Mandate.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains the requisite information required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.
4. RE-ELECTION OF RETIRING DIRECTORS
In accordance with articles 16.2 and 16.20 of the Articles of Association, Ms. Gong Yingying, Mr. Xu Jiming, Ms. Feng Xiaoying and Dr. Xie Li will retire from office as Directors, and being eligible, offer themselves for re-election as Directors at the Annual General Meeting.
LETTER FROM THE BOARD
The re-appointment of the above named Directors has been reviewed by the Nomination Committee which has made recommendations to the Board that the re-election of all retiring Directors be proposed for Shareholders' approval at the Annual General Meeting.
Particulars of the above Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.
5. CLOSURE OF REGISTER OF MEMBERS
The forthcoming Annual General Meeting is scheduled to be held on Friday, August 29, 2025. For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, August 26, 2025 to Friday, August 29, 2025, both days inclusive, during such period no transfer of Shares will be registered. In order to attend and vote at the Annual General Meeting, all duly completed share transfer documents, accompanied by the relevant share certificates, must be lodged for registration with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, August 25, 2025.
6. NOTICE OF ANNUAL GENERAL MEETING
Set out on pages 19 to 24 of this circular is the notice of the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve (a) the granting of the Issue Mandate to issue Shares and sell and/or transfer Treasury Shares and the Repurchase Mandate to repurchase Shares; and (b) the re-election of the retiring Directors.
7. FORM OF PROXY
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.yidutech.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's Hong Kong 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 but in any event not less than 48 hours before the time fixed for holding the Annual General Meeting (i.e. before 11:00 a.m. on Wednesday, August 27, 2025) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event, the form of proxy shall be deemed to be revoked.
LETTER FROM THE BOARD
8. VOTING BY WAY OF POLL
There is no Shareholder who has any material interest in the proposed resolutions, therefore none of the Shareholders is required to abstain from voting at the Annual General Meeting.
Pursuant to Rule 13.39(4) of the Listing Rules and article 13.6 of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a poll, except where the chairman of the general meeting, 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. Accordingly, each of the resolutions set out in the notice of the Annual General Meeting will be taken by way of poll.
On a poll, every Shareholder presents in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
9. RECOMMENDATION
The Directors consider that the proposed resolutions set out in the notice of the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favor of all the resolutions to be proposed at the Annual General Meeting.
10. 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,
By order of the Board
Yidu Tech Inc.
Gong Yingying
Executive Director and Chairlady
APPENDIX I
PARTICULARS OF THE RETIRING
DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.
EXECUTIVE DIRECTORS
(1) Ms. Gong Yingying
Ms. Gong Yingying (宮盈盈), aged 41, is an executive Director, the Chairlady of the Board, the Founder of our Company, chairperson of the Nomination Committee and member of the Remuneration Committee. Ms. Gong is responsible for the overall strategy, business direction and management of our Company.
Ms. Gong started her career in Credit Suisse First Boston, the former investment banking division of Credit Suisse group, and served as an analyst from July 2005 to March 2007. She then joined Global Infrastructure Partners LLP, an investment fund focusing on the infrastructure sector, and worked as an analyst from November 2006 to June 2007. From July 2007 to December 2008, Ms. Gong was the investment manager of the global credit transaction group at Deutsche Bank AG. From January 2011 to February 2012, Ms. Gong worked as a deputy general manager at the private equity division of Anbang Insurance Group Co., Ltd. During her time at Credit Suisse First Boston, Global Infrastructure Partners LLP, Deutsche Bank AG and Anbang Insurance Group Co., Ltd., Ms. Gong worked on a wide range of initial public offerings, mergers and acquisitions and other equity investment transactions, and accumulated extensive investment experience and industry insights. Ms. Gong founded Guizhou Province Xiao Yingying Charity Foundation (貴州省笑盈盈慈善基金會) in March 2019, a charitable foundation focusing on the support of children with rare or major illnesses. Mr. Xu Jiming, our executive Director, Chief Executive Officer and Co-founder, is the spouse of Ms. Gong.
Ms. Gong's iconic leadership has been widely recognized. In 2019, she was elected as one of the nine Young Global Leaders from the Greater China region by the World Economic Forum.
Ms. Gong received her Executive Master of Business Administration degree from Cheung Kong Graduate School of Business in October 2012 and her bachelor's degree in economics from the London School of Economics and Political Science in July 2005.
As at the Latest Practicable Date, Ms. Gong was interested in 465,181,470 Shares, representing approximately $43.60\%$ of the issued share capital of the Company within the meaning of Part XV of the SFO. Sweet Panda Limited is wholly-owned by Ms. Gong. Ms. Gong is deemed to be interested in 398,888,890 Shares of the Company held by Sweet Panda Limited under the SFO. Ms. Gong is entitled to receive up to 2,000,000 award shares granted to her under the Post-IPO Share Award Scheme. On October 21, 2024, Remarkable Panda Inc., an indirect wholly-owned subsidiary of the Company, entered into a total return swap transaction referencing 22,346,368 Shares for a maximum equity notional amount of HKD80 million. On April 25, 2025, Remarkable Panda Inc. increased the maximum equity notional amount of the total return swap transaction originally entered by HKD106 million, referencing 19,378,427 Shares. The actual number of shares referenced
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APPENDIX I
PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
cannot be determined until the initial execution period ends. 2,891,100 shares are held by the Company due to share repurchase. Ms. Gong's spouse, Mr. Xu Jiming, holds 16,471,641 Shares and is entitled to receive up to 1,021,180 Shares pursuant to the exercise of options granted to him under the Pre-IPO Share Option Plans, subject to the conditions (including vesting conditions) of those options, 309,750 Shares pursuant to the exercise of options granted to him under the Post-IPO Share Option Scheme, and 1,874,114 award shares granted to him under the Post-IPO Share Award Scheme. By virtue of the SFO, Ms. Gong is deemed to be interested in all the Shares held by Mr. Xu Jiming.
Ms. Gong has entered into a service contract with the Company for an initial term of three years and will continue thereafter until terminated in accordance with the terms of the service contract. Ms. Gong is entitled to receive a director's fee of RMB160,000 per annum from the Group for services provided to the Company in her capacity as an executive Director. Ms. Gong's remuneration may include share options, which she may from time to time be entitled. Such remuneration/emoluments will be reviewed annually by the Board and the Remuneration Committee and she is also entitled to a discretionary bonus with reference to her performance and the operating results of the Group.
Save as disclosed above, as at the Latest Practicable Date, Ms. Gong (i) did not hold any other position with the Company and other members of the Group; (ii) did not have any relationship with any other Directors, senior management, or substantial shareholders or Controlling Shareholder; (iii) had not held any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) did not have other major appointments and professional qualifications.
Save for the information disclosed above, as at the Latest Practicable Date, there is no other matter in relation to the re-election of Ms. Gong that needs to be brought to the attention of the Shareholders and there is no other information relating to Ms. Gong which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
(2) Mr. Xu Jiming
Mr. Xu Jiming (徐濟銘), aged 41, was appointed as an executive Director and the Chief Executive Officer of the Company in February 2023 to lead and manage the daily operations of the Company. Mr. Xu has led his team in building a leading medical health data intelligence platform in China since joining the Group in 2015. He has promoted the widespread application of AI technology in the fields of healthcare, insurance, and public health, making significant contributions to improving industry efficiency and patient welfare. Mr. Xu is the co-author of a paper on the application of AI technology in medicine development published in the Nature Medicine journal in January 2019. Mr. Xu is the spouse of Ms. Gong, an executive Director and the Chairlady of the Board.
Mr. Xu has over ten years of experience in the fields of search engine technology, big data and AI. Before joining the Group in October 2015, Mr. Xu worked in the mobile business division of Alibaba where he held the positions of senior architect at UCWeb
APPENDIX I
PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
between June 2015 and October 2015 and general manager of the search product technology center of amap.com between May 2013 and June 2015. Between July 2008 and May 2013, Mr. Xu worked at Baidu Internet Technology Co., Ltd. as a technology manager.
Mr. Xu received his master's degree in computer application technology from the Graduate School of the Chinese Academy of Sciences in July 2008 and his bachelor's degree in automation from Tsinghua University in July 2005.
As at the Latest Practicable Date, Mr. Xu was interested in an aggregate of 465,181,470 Shares, representing approximately 43.60% of the issued share capital of the Company within the meaning of Part XV of the SFO. Mr. Xu holds 16,471,641 Shares and is entitled to receive up to 1,021,180 Shares pursuant to the exercise of options granted to him under the Pre-IPO Share Option Plans, subject to the conditions (including vesting conditions) of those options, 309,750 Shares pursuant to the exercise of options granted to him under the Post-IPO Share Option Scheme, and 1,874,114 award shares granted to him under the Post-IPO Share Award Scheme. Sweet Panda Limited is wholly-owned by Ms. Gong, spouse of Mr. Xu, owns 398,888,890 Shares, while 2,000,000 award shares were granted to Ms. Gong under the Post-IPO Share Award Scheme. On October 21, 2024, Remarkable Panda Inc., an indirect wholly-owned subsidiary of the Company, entered into a total return swap transaction referencing 22,346,368 Shares for a maximum equity notional amount of HKD80 million. On April 25, 2025, Remarkable Panda Inc. increased the maximum equity notional amount of the total return swap transaction originally entered by HKD106 million, referencing 19,378,427 Shares. The actual number of shares referenced cannot be determined until the initial execution period ends. 2,891,100 shares are held by the Company due to share repurchase. Mr. Xu is deemed to be interested in these Shares.
Mr. Xu has entered into a service contract with the Company for an initial term of three years which is subject to retirement as and when required under the Articles of Association and will be automatically renewed for successive periods of three years until terminated in accordance with the terms of the service contract. Mr. Xu is entitled to receive a director's fee of RMB160,000 per annum from the Group for services provided to the Company in his capacity as an executive Director. Mr. Xu's remuneration may include share options, which he may from time to time be entitled. Such remuneration/emoluments will be reviewed annually by the Board and the Remuneration Committee and he is also entitled to a discretionary bonus with reference to his performance and the operating results of the Group.
Save as disclosed above, as at the Latest Practicable Date, Mr. Xu (i) did not hold any other position with the Company and other members of the Group; (ii) did not have any relationship with any other Directors, senior management, or substantial shareholders or Controlling Shareholder; (iii) had not held any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) did not have other major appointments and professional qualifications.
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APPENDIX I
PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Save for the information disclosed above, as at the Latest Practicable Date, there is no other matter in relation to the re-election of Mr. Xu that needs to be brought to the attention of the Shareholders and there is no other information relating to Mr. Xu which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
(3) Ms. Feng Xiaoying
Ms. Feng Xiaoying (封曉瑛), aged 46, was appointed as an executive Director, the Chief Financial Officer and the joint company secretary of the Company in February 2023. Ms. Feng obtained her Bachelor degree in Management from the School of Economics and Management of the Tsinghua University in 2001. Ms. Feng is a Chartered Professional Accountant of Canada and a Certified Public Accountant of China. The team under her leadership has earned a series of accolades: it was recognized as one of the Best IR Hong Kong Listed Companies at the 8th and 6th New Fortune Awards in 2025 and 2023, respectively; received the Best IR Team Award at the 9th (2024) and 7th (2022) Zhitong Caijing Capital Market Annual Meeting; Ms. Feng was named to the "Women's Leadership — CFO" list in the 2024 Top 100 CFOs of Overseas Listed Companies, a ranking co-initiated by Sun Wisdom in conjunction with multiple institutions, in December 2024; awarded the Excellent Technology Value Listed Company in the 2022 Capital Market "Golden Sail" Cases by 21st Century Business Herald; won the IRSC 2022–2023 Best Shareholder Relations Award; and was honored with the 2023 Huaxia Big Health ESG Outstanding Enterprise Award. Prior to that, Ms. Feng has worked at PricewaterhouseCoopers, Deloitte, China Minsheng Investment Group and other institutions. Ms. Feng served as executive director and deputy chief executive officer of China Minsheng Financial Holdings Corporation Limited from December 2015 to February 2018, as executive vice president and chief financial officer of OFO (HK) Limited from February 2018 to May 2019. She was appointed as an independent non-executive director of Shenzhen Leo-King Environmental Group Co., Ltd. (深圳市朗坤環境集團股份有限公司) (Shenzhen Stock Exchange Stock code: 301305) from May 2019 to July 2024.
As at the Latest Practicable Date, Ms. Feng was interested in an aggregate of 4,032,310 Shares, representing approximately $0.38\%$ of the issued share capital of the Company within the meaning of Part XV of the SFO. Ms. Feng holds 1,287,489 Shares and is entitled to receive up to 1,724,400 Shares pursuant to the exercise of options granted to her under the Post-IPO Share Option Scheme, and 1,020,421 award shares granted to her under the Post-IPO Share Award Scheme.
APPENDIX I
PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Ms. Feng has entered into a service contract with the Company for an initial term of three years which is subject to retirement as and when required under the Articles of Association and will be automatically renewed for successive periods of three years until terminated in accordance with the terms of the service contract. Ms. Feng is entitled to receive a director’s fee of RMB160,000 per annum from the Group for services provided to the Company in her capacity as an executive Director. Ms. Feng’s remuneration may include share options, which she may from time to time be entitled. Such remuneration/emoluments will be reviewed annually by the Board and the Remuneration Committee and she is also entitled to a discretionary bonus with reference to her performance and the operating results of the Group.
Save as disclosed above, as at the Latest Practicable Date, Ms. Feng (i) did not hold any other position with the Company and other members of the Group; (ii) did not have any relationship with any other Directors, senior management, or substantial shareholders or Controlling Shareholder; (iii) had not held any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) did not have other major appointments and professional qualifications.
Save for the information disclosed above, as at the Latest Practicable Date, there is no other matter in relation to the re-election of Ms. Feng that needs to be brought to the attention of the Shareholders and there is no other information relating to Ms. Feng which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
(4) Dr. Xie Li
Dr. Xie Li (謝麗), MD, PhD, aged 48, was appointed as an executive Director of the Company in January 2025. She has served as the Head of Innovative Medicine and Real-World Evidence Department at Tianjin Happy Life Technology Co., Ltd., an affiliated company of the Company, since May 2022.
Dr. Xie has nearly ten years of experience as a clinical doctor and more than ten years of working experience in the medical affairs, health economics, and outcomes research departments at top ten multinational pharmaceutical companies, and serves as a member of the Professional Committee on Pharmaceutical Policy and Evaluation of the National Association of Health Industry and Enterprise Management (全國衛生產業企業管理協會醫藥政策與評價專業委員會) and an external expert at the China-Australia Joint Research Center for Infectious Diseases jointly established by Monash University in Australia and Xi’an Jiaotong University Health Science Centre (西安交通大學醫學部). She has supported the launch of the most successful pharmaceutical products in China and several first-in-class drugs, as well as market access work including medical insurance negotiations, centralized procurement, and commercial insurance. Dr. Xie has extensive industry experience in the medical, pharmaceutical, and health insurance fields. Her major
APPENDIX I
PARTICULARS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
research areas focus on real-world studies and health economics research, collaboration with research institutes and pharmaceutical and medical device companies to promote the application of AI and big data in healthcare and health insurance.
Dr. Xie was the awardee of the scientific and technological second prize of Shaanxi Province and the recipient of multiple research grants. She collaborated with research institutions including Shanghai Fudan University, Peking University, Capital Medical University, the Health Development Research Center of the National Health Commission (衛健委衛發中心), and the Shanghai Health Development Research Center (上海衛發中心) and jointly published the "Research Report on the Value Evaluation and Practical Application of High-Value Medical Consumables (《高值醫用耗材價值評估與實踐應用研究報告》)", which is the most complete evaluation system of high-value medical consumables with the most comprehensive value dimension in China, and has published over 20 papers in renowned academic journals and conferences, including the Journal of Hepatology, Hepatology, JAMA Network Open, and ISPOR. Dr. Xie obtained her Doctor of Medicine degree from Xi'an Jiaotong University in December 2019.
As at the Latest Practicable Date, Dr. Xie is interested in an aggregate of 487,500 Shares, representing approximately $0.05\%$ of the issued share capital of the Company within the meaning of Part XV of the SFO, comprising 108,675 Shares held by her, and 378,825 Shares underlying awards granted to her under the Post-IPO Share Award Scheme.
Dr. Xie has entered into a service contract with the Company for an initial term of three years which is subject to retirement as and when required under the articles of association of the Company and will be automatically renewed for successive periods of three years until terminated in accordance with the terms of the service contract. Dr. Xie is entitled to receive a director's fee of RMB160,000 per annum from the Group for services provided to the Company in her capacity as an executive Director. Dr. Xie's remuneration may include share awards, which she may from time to time be entitled. Such remuneration/emoluments will be reviewed annually by the Board and the Remuneration Committee of the Board and she is also entitled to a discretionary bonus with reference to her performance and the operating results of the Group.
Save as disclosed above, as at the Latest Practicable Date, Dr. Xie (i) did not hold any other position with the Company and other members of the Group; (ii) did not have any relationship with any other Directors, senior management, or substantial shareholders or Controlling Shareholder; (iii) had not held any directorship in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) did not have other major appointments and professional qualifications.
Save for the information disclosed above, as at the Latest Practicable Date, there is no other matter in relation to the re-election of Dr. Xie that needs to be brought to the attention of the Shareholders and there is no other information relating to Dr. Xie which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
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APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the total number of issued Shares (excluding Treasury Shares) was 1,064,104,329 Shares of par value of US$0.00002 each which have been fully paid. Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that the total number of issued Shares (excluding Treasury Shares) remains unchanged on the date of the Annual General Meeting, i.e. being 1,064,104,329 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase a maximum of 106,410,432 Shares, representing 10% of the total number of issued Shares (excluding Treasury Shares) as at the date of the Annual General Meeting, during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable law(s) or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.
REASONS FOR AND FUNDING OF SHARE REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the Companies Act, out of capital.
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APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The Directors have no present intention to repurchase any Shares pursuant to the Repurchase Mandate to such an extent as to result in takeover obligations and they would only exercise the power to repurchase in circumstances where they consider that the repurchases would be in the best interests of the Company. If the Repurchase Mandate is exercised in full, there might be a material adverse impact on the working capital and the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at March 31, 2025, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Directors, so far as the same may be applicable, will exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands. Neither the Explanatory Statement nor the Repurchase Mandate has any unusual features.
No core connected person has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to sell any Shares held by him or her to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
The Company may cancel such repurchased Shares or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases. For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, 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, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.
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APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
TAKEOVERS CODE
If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Ms. Gong and Mr. Xu Jiming are deemed to be interested in 465,181,470 Shares through Sweet Panda Limited and the Shares held by Ms. Gong and Mr. Xu Jiming, under the SFO, representing approximately 43.60% of the issued share capital of the Company. In the event that the Directors should exercise in full the Repurchase Mandate, such interests will be increased to approximately 48.57% of the issued share capital of the Company.
To the best knowledge and belief of the Directors and in the absence of any special circumstances, such increase would give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors do not propose to exercise the Share repurchase to such an extent as would, in the circumstances, give rise to obligations to make a mandatory offer in accordance with Rule 26 of the Takeover Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.
The Listing Rules prohibit a company from making a repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares of the Company would be publicly held. The Directors do not intend to repurchase Shares to the extent that, after the consummation of any such repurchase, less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares would be publicly held.
SHARE REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).
APPENDIX II
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares were traded on the Stock Exchange during each of the previous twelve months immediately preceding the Latest Practicable Date were as follows:
| Month | Highest prices
HKD | Lowest prices
HKD |
| --- | --- | --- |
| 2024 | | |
| July | 3.930 | 3.350 |
| August | 3.560 | 3.140 |
| September | 3.780 | 2.820 |
| October | 4.600 | 3.340 |
| November | 6.420 | 3.590 |
| December | 6.340 | 4.690 |
| 2025 | | |
| January | 5.250 | 4.060 |
| February | 9.130 | 4.680 |
| March | 7.930 | 5.940 |
| April | 6.500 | 4.650 |
| May | 6.230 | 5.440 |
| June | 7.080 | 5.410 |
| July (up to the Latest Practicable Date) | 6.340 | 5.470 |
NOTICE OF ANNUAL GENERAL MEETING
Yidu 医渡
Yidu Tech Inc.
醫渡科技有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2158)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Yidu Tech Inc. (the "Company") will be held at 1/F, Building 22, Lincui Xili Phase 3, Chaoyang District, Beijing, PRC on Friday, August 29, 2025 at 11:00 a.m. for the following purposes:
-
To receive and adopt the audited consolidated financial statements of the Company for the year ended March 31, 2025 and the reports of the directors (the "Directors") and auditor thereon.
-
To re-elect Directors and authorise the board of Directors (the "Board") to fix the Directors' remuneration:
(a) To re-elect Ms. Gong Yingying as an executive Director;
(b) To re-elect Mr. Xu Jiming as an executive Director;
(c) To re-elect Ms. Feng Xiaoying as an executive Director;
(d) To re-elect Dr. Xie Li as an executive Director; and
(e) To authorise the Board to fix the remuneration of the Directors.
- To re-appoint PricewaterhouseCoopers as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix its remuneration.
To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:
- "That:
(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares of US$0.00002 each in the share capital of the Company ("Shares") and sell and/or transfer Shares out of the treasury that are held as Treasury Shares or securities convertible into shares, or options, warrants or similar rights to subscribe for
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NOTICE OF ANNUAL GENERAL MEETING
shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued and sold and/or transferred out of treasury by the Directors during the Relevant Period (as defined hereinafter) pursuant to the approval in paragraph (i) above, otherwise than pursuant to:
(a) any Rights Issue (as defined hereinafter);
(b) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;
(c) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or
(d) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed the aggregate of the following two items:
(1) 20% of the number of issued shares of the Company (excluding Treasury Shares) as at the date of passing this resolution; and
(2) (if the Board is so authorised by resolution numbered 6) the aggregate number of shares of the Company purchased by the Company subsequent to the passing of resolution numbered 5 (up to a maximum equivalent to 10% of the number of issued shares of the Company (excluding Treasury Shares) as at the date of passing resolution numbered 5),
and the approval shall be limited accordingly; and
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NOTICE OF ANNUAL GENERAL MEETING
(iv) for the purpose of this resolution:
(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiry of the period within which the next annual general meeting of the Company is required by any applicable law(s) or the amended and restated articles of association of the Company (“Articles of Association”) to be held; or
(3) the passing of an ordinary resolution by the shareholders of the Company (“Shareholders”) in general meeting of the Company revoking or varying the authority given to the Directors by this resolution; and
(b) “Rights Issue” means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such Shares of the Company (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 to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
- “That:
(i) subject to paragraph (ii) below of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), be and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(ii) the aggregate number of the Shares to be repurchased by the Company pursuant to the approval in paragraph (i) above of this resolution during the Relevant Period shall not exceed 10% of the number of issued shares of the Company (excluding Treasury Shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and
(iv) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiry of the period within which the next annual general meeting of the Company is required by any applicable law(s) or the Articles of Association to be held; or
(c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”
- “That conditional upon the resolutions numbered 4 and 5 set out in this notice being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and/or otherwise deal with new shares of the Company, to sell and/or transfer Treasury Shares and to make or grant offers, agreements and/or options which might require the exercise of such powers pursuant to the resolution numbered 6 set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the number of the issued shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 5 set out in this notice, provided that such extended amount shall represent up to 10% of the number of issued shares of the Company (excluding Treasury Shares) as at the date of passing of the said resolutions.”
By order of the Board
Yidu Tech Inc.
Gong Yingying
Executive Director and Chairlady
Hong Kong, July 28, 2025
NOTICE OF ANNUAL GENERAL MEETING
Registered office:
Suite #4-210, Governors Square
23 Lime Tree Bay Avenue
PO Box 32311
Grand Cayman KY1-1209
Cayman Islands
Headquarters in the PRC:
Building 22
Lincui Xili Phase 3
Chaoyang District
Beijing
PRC
Principal place of business in Hong Kong:
19th Floor, Golden Centre
188 Des Voeux Road Central
Hong Kong
Notes:
(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxy(ies) to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company.
(ii) Where there are joint registered holders of any shares of the Company, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
(iii) In order to be valid, the completed form of proxy must be deposited at the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 48 hours before the time appointed for holding the above meeting (i.e. before 11:00 a.m. on Wednesday, August 27, 2025) or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.
(iv) The register of members of the Company will be closed from Tuesday, August 26, 2025 to Friday, August 29, 2025, both days inclusive, in order to determine the eligibility of shareholders to attend and vote at the above meeting, during which period no share transfers will be registered. To be eligible to attend and vote at the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, August 25, 2025. The record date for the attending and voting at the above meeting is Friday, 29 August 2025.
(v) In respect of resolutions numbered 2 above, details of the directors of the Company proposed for re-election are set out in Appendix I to the Circular.
(vi) In respect of the resolution numbered 4 above, the directors of the Company wish to state that they have no immediate plans to issue any new shares of the Company referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
(vii) In respect of resolution numbered 5 above, the directors of the Company wish to state that they will exercise the powers conferred by the repurchase mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the Circular.
(viii) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.
As at the date of this notice, the Board of Directors of the Company comprises Ms. Gong Yingying, Mr. Xu Jiming, Ms. Feng Xiaoying and Dr. Xie Li as executive Directors; Mr. Zeng Ming as non-executive Director; and Dr. Ma Wei-Ying, Ms. Pan Rongrong and Prof. Zhang Linqi as independent non-executive Directors.
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