Zhongguancun Science-Tech Leasing Co., Ltd. — Proxy Solicitation & Information Statement 2025

Jan 23, 2025

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.

中國村科技租賃股份有限公司

ZHONGGUANCUN SCIENCE-TECH LEASING CO., LTD.

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

(Stock Code: 1601)

NOTICE OF THE 2025 FIRST H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the 2025 first H share class meeting (the "H Share Class Meeting") of Zhongguancun Science-Tech Leasing Co., Ltd. (the "Company") will be held on Tuesday, February 18, 2025 at 2:45 p.m. (or immediately after the conclusion of 2025 second extraordinary general meeting of the Company to be held on the same date or any adjournment thereof) (whichever is later) at Conference Room 617, Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the People's Republic of China (the "PRC" or "China"), for the purposes of considering and, if thought fit, passing the following resolution (unless otherwise specified, capitalised terms used herein shall have the same meaning as defined in the circular of the Company dated January 23, 2025 (the "Circular") containing the details of the following resolutions):

SPECIAL RESOLUTIONS

1. To consider and approve the Proposed Issuance of Domestic Shares, including class of shares and nominal value, method of subscription and the subscribers, pre-emptive arrangement, Subscription Price and pricing methodology, issue size, lock-up period, use of proceeds, ranking of the Subscription Shares, retained profits, disclosure of information and validity period of the issuance plan;
2. To consider and approve the conditional Share Subscription Agreement entered into by the Company with ZGC Finance;
3. To consider and approve the conditional Share Subscription Agreement entered into by the Company with Wangjing Development; and
4. To consider and approve the authorisation to the Board and the persons authorised thereby to deal with specific matters relating to the Proposed Issuance of Domestic Shares.

By order of the board of directors

Zhongguancun Science-Tech Leasing Co., Ltd.

ZHANG Shuqing

Chairman

Beijing, the PRC, January 23, 2025

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Notes:

1. CLOSURES OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the H Share Class Meeting, the H share register of members of the Company will be closed from Wednesday, February 12, 2025 to Tuesday, February 18, 2025, 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 H Share Class Meeting, all H share 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 Tuesday, February 11, 2025, for registration.

1. PROXY

H Shareholders entitled to attend and vote at the H Share Class Meeting may appoint one or more proxies to attend and vote in their stand. A proxy need not be a H shareholder of the Company.

The instrument appointing a proxy must be in writing under the hand of a H Shareholder or his/her attorney duly authorised in writing. If the H Shareholder is a corporate body, the form of proxy must be either executed under its common seal or under the hand of its legal representative(s) or director(s) or duly authorised attorney(s). If the form of proxy is signed by an attorney of the H Shareholder, the power of attorney authorising that attorney to sign or other authorisation documents must be notarised.

The form of proxy together with the power of attorney or other authorisation documents (if any) must be lodged 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 in person or by post not less than 24 hours before the time fixed for holding the H Share Class Meeting (i.e. before 2:45 p.m. on Monday, February 17, 2025) or any adjournment thereof (as the case may be). H shareholders can still attend and vote in person at the H Share Class Meeting upon completion and return of the form of proxy.

1. CONTACT DETAILS OF THE COMPANY

Contact Address: Floor 6, Suite 7, Courtyard 2, No. 1 West Third Ring North Road, Haidian District, Beijing, the PRC
Contact Person: HE Rongfeng/HUANG Wen
Contact Telephone: (86) 010 8345 3806/(86) 010 8345 3805
Contact Fax: (86) 010 8345 3809

1. VOTING BY POLL

According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of H Shareholders at the H Share Class Meeting must be taken by poll.

1. OTHER BUSINESS

The H Share Class Meeting is expected to last for approximately half a day. H shareholders (in person or by proxy) attending the H Share Class Meeting are responsible for their own transportation and accommodation expenses.

H shareholders or their proxies attending the H Share Class Meeting shall produce their identity documents.

The details about the aforesaid resolution proposed at the H Share Class Meeting are set out in the Circular.

As at the date of this notice, the board of directors comprises Mr. HE Rongfeng and Mr. HUANG Wen as executive directors, Mr. ZHANG Shuqing, Mr. HUANG Jinliang and Mr. ZHANG Chunlei as non-executive directors, and Mr. CHENG Dongyue, Mr. WU Tak Lung and Ms. LIN Zhen as independent non-executive directors.

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