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(1) 2023 REPORT OF THE BOARD OF DIRECTORS(2) 2023 REPORT OF THE BOARD OF SUPERVISORS(3) 2023 ANNUAL REPORT(4) 2023 FINANCIAL ACCOUNTS REPORT(5) 2024 FINANCIAL BUDGET(6) 2023 PROFIT DISTRIBUTION PLAN(7) RE-APPOINTMENT OF AUDITORS(8) GENERAL MANDATE TO ISSUE NEW SHARES(9) GENERAL MANDATE TO REPURCHASE H SHARESANDNOTICE OF 2023 ANNUAL GENERAL MEETING

2024-05-24 00:00:00

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt about this circular you should consult your stockbroker other registered dealer in securities bank manager solicitor professional accountant or other professional adviser.If you have sold or transferred all your shares in Beijing Airdoc Technology Co. Ltd. you should at once hand this circular together with the 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.Beijing Airdoc Technology Co. Ltd.北京鹰瞳科技发展股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 2251) (1) 2023 REPORT OF THE BOARD OF DIRECTORS (2) 2023 REPORT OF THE BOARD OF SUPERVISORS (3) 2023 ANNUAL REPORT (4) 2023 FINANCIAL ACCOUNTS REPORT (5) 2024 FINANCIAL BUDGET (6) 2023 PROFIT DISTRIBUTION PLAN (7) RE-APPOINTMENT OF AUDITORS (8) GENERAL MANDATE TO ISSUE NEW SHARES (9) GENERAL MANDATE TO REPURCHASE H SHARES AND NOTICE OF 2023 ANNUAL GENERAL MEETING A notice convening the AGM of Beijing Airdoc Technology Co. Ltd. to be held at Room 21 4th Floor Building 2 A2 Yard West Third Ring North Road Haidian District Beijing the PRC on Wednesday June 26 2024 at 11 : 00 a.m. is set out on pages 22 to 24 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.airdoc.com).Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM (i.e. not later than 11 : 00 a.m. on Tuesday June 25 2024) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM if they so wish. References to dates and time in this circular are to Hong Kong dates and time.May 24 2024CONTENTS Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 II. MATTERS TO BE CONSIDERED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . 4 III. THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES . . . . . . . . . . . . 10 V. PROXY ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 VI. VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 VII. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 VIII.RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 APPENDIX I — 2023 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 APPENDIX II — EXPLANATORY STATEMENT RELATING TO THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 NOTICE OF 2023 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 – i –DEFINITIONS In this circular the following expressions have the following meanings unless the context requires otherwise: ‘‘AGM’’ or ‘‘Annual the 2023 annual general meeting of the Company to be held on General Meeting’’ Wednesday June 26 2024 at 11 : 00 a.m.‘‘Articles of the articles of association of the Company as amended from Association’’ time to time ‘‘Board of Directors’’ or the board of Directors ‘‘Board’’ ‘‘Board of Supervisors’’ the board of Supervisors ‘‘China’’ or the ‘‘PRC’’ the People’s Republic of China but for the purpose of this circular and for geographical reference only and except where the context requires references in this circular to China and the PRC do not include Hong Kong the Macau Special Administrative Region and Taiwan ‘‘Company’’ Beijing Airdoc Technology Co. Ltd. (北京鹰瞳科技发展股份有 限公司) a joint stock company incorporated in the PRC with limited liability on September 9 2015 ‘‘Director(s)’’ the director(s) of the Company ‘‘General Mandate’’ the general and unconditional mandate proposed to be granted to the Directors at the AGM to allot issue and/or deal with additional Shares (including any sale or transfer of the Treasury Shares out of treasury) up to 20% of the total number of issued Shares (excluding the Treasury Shares if any) as of the date of passing of the relevant resolution approving such mandate ‘‘Group’’ the Company and its subsidiaries ‘‘H Share(s)’’ overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each which are subscribed for and traded in Hong Kong Dollars and listed on the Stock Exchange ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Hong Kong Dollars’’ Hong Kong dollars the lawful currency of Hong Kong or ‘‘HK$’’ ‘‘Latest Practicable May 21 2024 being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information in this circular – 1 –DEFINITIONS ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ‘‘Notice of the AGM’’ the notice of AGM dated May 24 2024 a copy of which is set out on pages 22 to 24 of this circular ‘‘Repurchase Mandate’’ the general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase H Shares during the relevant period not exceeding 10% of the total number of issued Shares (excluding the Treasury Shares if any) as of the date of passing of the relevant resolution approving such mandate ‘‘RMB’’ Renminbi the lawful currency of the PRC ‘‘SAFE’’ the State Administration of Foreign Exchange of the PRC ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Shares’’ shares of the Company comprising H Shares and Unlisted Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Supervisor(s)’’ the supervisor(s) of the Company ‘‘Takeovers Code’’ the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission of Hong Kong as amended supplemented or otherwise modified from time to time ‘‘Treasury Share(s)’’ the H Shares repurchased and held by the Company in treasury ‘‘Unlisted Share(s)’’ domestic share(s) in the share capital of the Company with a nominal value of RMB1.00 each which is(are) subscribed for and paid up in RMB by domestic investors and currently not listed on any stock exchange ‘‘%’’ per cent – 2 –LETTER FROM THE BOARD Beijing Airdoc Technology Co. Ltd.北京鹰瞳科技发展股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 2251) Executive Directors: Head Office Registered Office and Mr. ZHANG Dalei (张大磊) Principal Place of Business in the PRC: (Chairman and chief executive officer) Room 21 4th Floor Building 2 A2 Yard Ms. WANG Lin (王林) West Third Ring North Road Dr. HE Chao (和超) Haidian District Mr. QIN Yong (秦勇) Beijing the PRC Independent Non-executive Directors: Principal Place of Business in Hong Kong: Mr. NG Kong Ping Albert (吴港平) Room 1901 19/F Lee Garden One Dr. WU Yangfeng (武阳丰) 33 Hysan Avenue Dr. HUANG Yanlin (黄彦林) Causeway Bay Hong Kong May 24 2024 To the Shareholders: Dear Sir or Madam (1) 2023 REPORT OF THE BOARD OF DIRECTORS (2) 2023 REPORT OF THE BOARD OF SUPERVISORS (3) 2023 ANNUAL REPORT (4) 2023 FINANCIAL ACCOUNTS REPORT (5) 2024 FINANCIAL BUDGET (6) 2023 PROFIT DISTRIBUTION PLAN (7) RE-APPOINTMENT OF AUDITORS (8) GENERAL MANDATE TO ISSUE NEW SHARES (9) GENERAL MANDATE TO REPURCHASE H SHARES AND NOTICE OF 2023 ANNUAL GENERAL MEETING – 3 –LETTER FROM THE BOARD I. INTRODUCTION The purpose of this circular is to provide you with the Notice of the AGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.At the AGM ordinary resolutions will be proposed to consider and approve: (1) the report of the Board of Directors for the year of 2023 (the ‘‘2023 Report of the Board of Directors’’); (2) the report of the Board of Supervisors for the year of 2023 (the ‘‘2023 Report of the Board of Supervisors’’); (3) the annual report of the Group for the year of 2023 (the ‘‘2023 Annual Report’’) and its abstract; (4) the financial accounts report of the Group for the year of 2023 (the ‘‘2023 Financial Accounts Report’’); (5) the financial budget of the Group for the year of 2024 (the ‘‘2024 Financial Budget’’); (6) the profit distribution plan of the Company for the year of 2023 (the ‘‘2023 Profit Distribution Plan’’); and (7) the re-appointment of auditors for 2024. At the AGM special resolutions will be proposed to consider and approve: (8) the proposed general mandate to issue new Shares; and (9) the proposed general mandate to repurchase H Shares. The following matter will be proposed at the AGM for the Shareholders’ consideration only and not for approval: (1) listening to the 2023 work report of all independent non-executive directors the full text of which is set out in Appendix I to this circular.II. MATTERS TO BE CONSIDERED AT THE AGM Ordinary Resolutions (1) 2023 Report of the Board of Directors An ordinary resolution will be proposed at the AGM to consider and approve the 2023 Report of the Board of Directors the full text of which is set out in the 2023 Annual Report.– 4 –LETTER FROM THE BOARD (2) 2023 Report of the Board of Supervisors An ordinary resolution will be proposed at the AGM to consider and approve the 2023 Report of the Board of Supervisors the full text of which is set out in the 2023 Annual Report. (3) 2023 Annual Report An ordinary resolution will be proposed at the AGM to consider and approve the 2023 Annual Report. The 2023 Annual Report is set out and published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.airdoc.com). (4) 2023 Financial Accounts Report An ordinary resolution will be proposed at the AGM to consider and approve the 2023 Financial Accounts Report the full text of which is set out in the 2023 Annual Report. (5) 2024 Financial Budget An ordinary resolution will be proposed at the AGM to consider and approve the following 2024 Financial Budget.Taking into consideration our operations and business status level of costs and expenses business objectives for the year of 2024 industry conditions and development prospects based on the 2023 Financial Accounts Report the Company’s 2024 Financial Budget is estimated to be approximately RMB231 million which will be mainly used for research and development manufacture investment in fixed assets and daily operations. (6) 2023 Profit Distribution Plan An ordinary resolution will be proposed at the AGM to consider and approve the 2023 Profit Distribution Plan. According to the financial operation and development status of the Company the Company did not have any profit available for distribution for the year ended December 31 2023. The Company has decided not to make profit distribution or convert the capital reserve to increase the registered capital in 2023. (7) Re-appointment of Auditors for 2024 In line with the requirements of the Articles of Association and the auditing tasks of the Company the Company proposes to re-appoint Ernst & Young to be the auditors of the Company for the year of 2024 with a term commencing from the date of approval at the AGM until the conclusion of the 2024 annual general meeting of the Company and authorize the Board to determine the specific matters including but not limited to their remunerations in relation to such appointment.– 5 –LETTER FROM THE BOARD Special Resolutions (8) General Mandate to Issue New Shares Subject to the requirements of relevant laws and regulations and the Listing Rules and in order to meet the need of the Company’s business development and seize the market opportunities and to ensure the flexibility of issuing new shares the Board of Directors proposes at the AGM that the Shareholders generally and unconditionally grant the Board of Directors a General Mandate to allot issue and/or deal with additional Shares (including any sale or transfer of the Treasury Shares out of treasury) up to 20% of the total number of issued Shares (excluding the Treasury Shares if any) as of the date of the AGM or to grant any offer agreement option warrant or the convertible instrument which would or might require such number of Shares to be issued allotted or disposed of. Assuming the issued share capital of the Company remains unchanged since the Latest Practicable Date and up to the date of the AGM the Directors will be authorized under the General Mandate to issue allot and/or deal with during the period in which the General Mandate remains in force up to 20713602 new Shares as of the date of the AGM.The authorizations under the General Mandate include among other things: (a) determining the terms and conditions for allotment issuance and dealing with the new Shares; (b) in the case of a placing or open offer of Shares for cash consideration the issuer may not issue any Shares pursuant to the General Mandate if the relevant price represents a discount of 20% or more to the benchmarked price of the Shares as defined under rule 13.36 of the Listing Rules; (c) authorizing the Board and allowing the Board to further authorize the Chairman and its authorized persons to obtain approvals from all relevant government departments and/or regulatory authorities (if applicable) in accordance with the applicable laws to exercise the General Mandate; (d) authorizing the Board and allowing the Board to authorize the Chairman and its authorized persons to approve execute modify and do or procure to be executed and done all such documents deeds and things as it may consider necessary in connection with the allotment issuance and dealing with any new Shares under the General Mandate handle the necessary procedures and take other necessary actions; (e) authorizing the Board and allowing the Board to further authorize the Chairman and its authorized persons to carry out matters in relation to the allotment issuance and dealing with such Shares after obtaining from the regulatory authorities the approval permit or confirmation of registration during the effective period thereof; and – 6 –LETTER FROM THE BOARD (f) authorizing the Board and allowing the Board to authorize the Chairman and its authorized persons to increase the registered capital of the Company and make appropriate and necessary amendments to the Articles of Association in accordance with details of the allotment and issuance and the shareholding structure of the Company upon completion of such allotment and issuance.The General Mandate if approved shall be in force from the date of passing of the relevant resolution at the AGM until the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or by applicable laws; and (c) the date on which the powers granted by the resolution approving the General Mandate is revoked or varied by an special resolution of the Company in general meeting. (9) General Mandate to Repurchase H Shares In accordance with the requirements of relevant laws regulations and the Listing Rules and in order to provide the Board of the Directors with flexibility in any event that it becomes desirable to repurchase Shares the Board of Directors proposes at the AGM that the Shareholders authorize the Board of Directors to repurchase the H Shares representing up to 10% of the total number of issued Shares (excluding the Treasury Shares if any) as of the date of passing the resolution approving the Repurchase Mandate and (b) authorize the Board of Directors to execute all such documents deeds acts matters and things necessary or desirable for the purpose of or in connection with the exercise of the Repurchase Mandate. Assuming the issued share capital of the Company remains unchanged since the Latest Practicable Date and up to the date of the AGM the Directors will be authorized under the Repurchase Mandate to repurchase during the period in which the Repurchase Mandate remains in force up to 10356801 H Shares as of the date of the AGM.The authorizations under the Repurchase Mandate include among other things: (a) opening a dedicated securities account and other relevant securities accounts for repurchase; (b) strategically repurchasing shares within the term of the Repurchase Mandate and deciding the timing price quantity and use of the repurchased shares; (c) adjusting the implantation plan of repurchase and dealing with matters pertaining to the share repurchase in accordance with relevant laws and regulations; (d) determining the cancellation plan of the repurchased shares in accordance with relevant laws and regulations and the actual situation of the Company after the completion of the repurchase and handle the cancellation of the repurchased shares and other related matters if needed; – 7 –LETTER FROM THE BOARD (e) preparing amending supplementing executing delivering submitting and implementing all agreements contracts and documents (if applicable) occurring in the course of the repurchase and making filings as required; (f) making amendements to the Articles of Association in accordance with the implementation of the share repurchase and the cancellation of shares (if needed) and to carry out the corresponding industrial and commercial registration modifications formalities in respect of the reduction of registered capital when the repurchased shares are cancelled; and (g) dealing with all such matters or taking all such steps which are not stated above in connect with and to give effect to the share repurchase.The Company Law of the PRC (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares unless such repurchase is effected for (a) reducing its share capital; (b) a merger with another entity that holds the shares of the Company; (c) granting shares for the employee stock ownership plan or share incentive; (d) the repurchase is made at the request of its shareholders who disagree with shareholders’ resolutions in connection with merger or division of the company; (e) the repurchased shares are used for the corporate bonds convertible into shares of the listed company; or (f) the repurchase is necessary for maintaining the value of the listed company and the interests of its shareholders.The Listing Rules permit shareholders of a PRC joint stock limited company to grant a general mandate to the Board of Directors to repurchase H shares of such company that is listed on the Stock Exchange. Such Repurchase Mandate is required to be given by way of a special resolution passed by Shareholders at the AGM. As the H Shares are traded on the Stock Exchange in Hong Kong Dollars and the price payable by the Company for any repurchase of H Shares will therefore be paid in Hong Kong Dollars the approvals of local bureaus of SAFE and other relevant government authorities are required for any repurchase of H Shares. In accordance with the requirements of the Articles of Association applicable to capital reduction if the Company reduces its registered capital a balance sheet and an inventory of assets should be prepared. Prior to exercising the Repurchase Mandate the Company will have to notify its creditors in writing of the passing of such special resolutions and the possible reduction of the registered capital of the Company. The Company shall notify its creditors within 10 days after the passing of such special resolutions and also by way of publication of announcement in newspaper within 30 days after the passing of such special resolutions. Creditors then have a period of up to 30 days after the Company’s written notification or if no such notification has been received up to 45 days after the first publication of the newspaper announcement to require the Company to repay amounts due to them or to provide guarantees in respect of such amounts.– 8 –LETTER FROM THE BOARD The repurchase is conditional upon satisfaction of each of the following conditions: (a) the special resolutions regarding the grant of the Repurchase Mandate having been approved at the AGM; (b) the Company having obtained the approval from and/or filed to the local bureau of SAFE (or its successor authority) and/or any other regulatory authorities (if applicable) as may stipulated under the PRC laws rules and regulations; and (c) the Company has not been required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors the Company having in its absolute discretion repaid or provided guarantee in respect of such amount) pursuant to the provisions of the Articles of Association. If the Company determines to repay any amount to any of its creditors in circumstances described under conditions above it expects to do so out of its internal resources. The Board of Directors will not exercise the Repurchase Mandate if the abovementioned conditions are not satisfied.The Repurchase Mandate if approved shall be in force from the date of the passing of the relevant resolution at the AGM until the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or by any applicable laws; and (c) the date on which the authority given under the special resolution approving the Repurchase Mandate is revoked or varied by an special resolution of the Shareholders.With effect from June 11 2024 the requirements to cancel the repurchased shares under the Listing Rules will be removed and a framework to govern the resale of treasury shares will be adopted by the Listing Rules. In view of the amendments to the Listing Rules if the Company repurchases any H Shares pursuant to the Repurchase Mandate the Company will either (i) cancel the H Shares repurchased and reduce the Company’s registered capital in compliance with the applicable laws and regulations; and/or (ii) hold such H Shares in treasury subject to applicable laws and regulations Articles of Association market conditions and the Company’s capital management needs at the relevant time any repurchases of H Shares are made. If the Company holds any H Shares in treasury any sale or transfer of H Shares in treasury will be made pursuant to the terms of the General Mandate as set out in paragraph (8) above and in accordance with the Listing Rules and applicable laws and regulations of the PRC.– 9 –LETTER FROM THE BOARD The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may depending on market conditions and funding arrangements at the time lead to an enhancement of the Company’s net assets per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole. The Board of Directors has no current intention of exercising the Repurchase Mandate.An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix II to this circular which contains all information reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote in favor of or against the resolution regarding the grant of the Repurchase Mandate to the Board of Directors.Listening to Report 2023 Work Report of Independent Non-executive Directors In accordance with the relevant regulatory requirements all independent non-executive Directors of the Company have prepared their 2023 work report the full text of which is set out in Appendix I to this circular for Shareholders’ review but not for their approval.III. THE AGM The AGM will be held at Room 21 4th Floor Building 2 A2 Yard West Third Ring North Road Haidian District Beijing the PRC on Wednesday June 26 2024 at 11 : 00 a.m.Notice convening the AGM is set out on pages 22 to 24 of this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.airdoc.com).IV. CLOSURE OF REGISTER OF MEMBERS OF H SHARES The register of members of H Shares will be closed from Friday June 21 2024 to Wednesday June 26 2024 both days inclusive during which period no transfer of H Shares will be registered in order to determine the holders of the H Shares of the Company who are entitled to attend and vote at the forthcoming AGM to be held on Wednesday June 26 2024. To be eligible to attend and vote at the AGM all properly completed transfer documents must be lodged with the Company’s H Share Registrar Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not later than 4 : 30 p.m. on Thursday June 20 2024. – 10 –LETTER FROM THE BOARD V. PROXY ARRANGEMENT The form of proxy of the AGM is enclosed and published on the websites of the Stock Exchange and the Company.If you intend to appoint a proxy to attend the AGM you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon.For holders of H Shares the form of proxy should be returned to the Company’s H Share Registrar Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not less than 24 hours before the time fixed for holding the AGM (i.e.not later than 11 : 00 a.m. on Tuesday June 25 2024) or any adjourned meeting thereof.Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or at any other adjourned meeting should you so wish.VI. VOTING BY POLL Any vote of Shareholders at the AGM must be taken by poll except where the chairman of the AGM 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. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly the chairman of the AGM will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the AGM.To the best of the Directors’ knowledge information and belief none of the Shareholders is required to abstain from voting on the above resolutions at the AGM.VII. RECOMMENDATION The Board considers that all the resolutions proposed at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly the Board recommends the Shareholders to vote in favor of these proposed resolutions.VIII. 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.By order of the Board Beijing Airdoc Technology Co. Ltd.Mr. ZHANG Dalei Chairman of the Board – 11 –APPENDIX I 2023 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS This English version of the Independent Non-executive Directors’ Work Report for the Year 2023 is for reference only. If there is any discrepancy between the English and Chinese version the Chinese version shall prevail.BEIJING AIRDOC TECHNOLOGY CO. LTD.Independent Non-executive Directors’ Work Report for the Year 2023 We as the independent directors of Beijing Airdoc Technology Co. Ltd. (hereinafter referred to as the ‘‘Company’’) perform our duties in good faith diligence and independence in accordance with the relevant requirements under relevant laws and regulations and normative documents such as the Company Law of the People’s Republic of China the Securities Law of the People’s Republic of China and Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Articles of Association of Beijing Airdoc Technology Co. Ltd. (hereinafter referred to as the ‘‘Articles of Association’’) and Working Rules of Independent Non-executive Directors of Beijing Airdoc Technology Co. Ltd. We maintain a timely comprehensive and in-depth understanding of the Company’s operations attend the meetings of the Board of Directors and each special committee carefully considerate each proposal and express independent and objective opinions thereon to promote the standardized operation of the Board of Directors and the improvement of corporate governance and effectively safeguarded the overall interests of the Company and the legitimate rights and interests of minority Shareholders. The report on the performance of duties for the year 2023 is set out below: I. Basic Information of Independent Directors On April 30 2021 the first extraordinary general meeting of 2021 of the Company elected Mr. NG Kong Ping Albert Mr. WU Yangfeng and Mr. HUANG Yanlin as independent non-executive directors of the first session of the Board of Directors. On December 29 2023 the Company elected Mr. NG Kong Ping Albert Dr. WU Yangfeng and Dr. HUANG Yanlin as independent non-executive directors of the second session of the Board of Directors at the 2023 second extraordinary general meeting of the Company.The basic information of such independent non-executive directors is as follows: NG Kong Ping Albert (吴港平) male is currently an independent non-executive Director of the Company born in 1957 was appointed as an independent non-executive Director on April 30 2021. Mr. Ng is primarily responsible for addressing conflicts and giving strategic advice and guidance to the business and operations of our Group. Mr. Ng was the retired chairman of Ernst & Young China the managing partner of Ernst & Young in Greater China and a member of Ernst & Young’s Global Executive Committee. He has over 30 years of professional experience in accounting in Hong Kong and Mainland China.Prior to joining Ernst & Young Mr. Ng successively served as Managing Partner of Arthur Andersen in Greater China Managing Partner of China Operation of PricewaterhouseCoopers and the managing director of Citigroup China Investment Banking. Mr. Ng is the president of the second session of Hong Kong China Chamber of Commerce and once served as a member of the first and second Consulting Committee of – 12 –APPENDIX I 2023 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS Corporate Accounting Standard (企业会计准则咨询委员会) an advisor of the Hong Kong Business Accountants Association and a member of the Advisory Board of the School of Accountancy of The Chinese University of Hong Kong. Mr. Ng is also a member of the audit committee of The Chinese University of Hong Kong (Shenzhen) and a council member of the Education Foundation of The Chinese University of Hong Kong (Shenzhen).Mr. Ng has obtained his bachelor’s and master’s degree in business administration from The Chinese University of Hong Kong in December 1981 and October 1988 respectively.Mr. Ng is also a member of Hong Kong Institute of Certified Public Accountants (HKICPA) Chartered Accountants Australia and New Zealand (CAANZ) CPA Australia (CPAA) and Association of Chartered Certified Accountants (ACCA). WU Yangfeng (武阳丰) male is currently an independent non-executive Director of the Company born in 1962 was appointed as an independent Director on December 25 2020. Dr. Wu was re-designated as an independent non-executive Director on April 30 2021. Dr. Wu is primarily responsible for addressing conflicts and giving strategic advice and guidance to the business and operations of our Group. Since July 2006 Dr. Wu has been working at medicine department of Peking University (北京大学) with his current position being the executive deputy director of clinical research institute a professor of clinical research methodology and a doctoral supervisor. Before July 2006 Dr. Wu worked at Fuwai Hospital (阜外医院) with his last position as a director of epidemiology research office a researcher and a doctoral supervisor. Dr. Wu received his bachelor’s degree of medicine from Shanxi Medical College (山西医学院) in the PRC in December 1984. Dr. Wu received his master’s degree and doctor’s degree in medicine from Peking Union Medical College (中国协和医科大学) in the PRC in December 1987 and July 1996 respectively.HUANG Yanlin (黄彦林) male is currently an independent non-executive Director of the Company born in 1973 joined our Group on December 25 2020 and was appointed as an independent Director on the same date. Dr. Huang was re-designated as an independent non-executive Director on April 30 2021. Dr. Huang is primarily responsible for addressing conflicts and giving strategic advice and guidance to the business and operations of our Group. Dr. Huang has been serving as an industry advisor in KKR Asia Limited since October 2022. From July 2020 to April 2021 Dr. Huang served as the chief technology officer of 9F Inc. (玖富集团) a company whose shares are listed on NASDAQ (ticker symbol: JFU) where he was primarily responsible for overseeing research and development (‘‘R&D’’). From August 2019 to July 2020 Dr. Huang served as the chief technology officer of GOME Holdings Group (国美控股集团) where he was primarily responsible for overseeing R&D. From September 2016 to June 2019 Dr. Huang served as the chief technology officer of Vipshop Holdings Limited a company whose shares are listed on the New York Stock Exchange (ticker symbol: VIPS) where he was primarily responsible for leading R&D. From April 2015 to September 2016 Dr. Huang served as the chief technology officer of Sina Technology (China) Company where he was primarily responsible for leading R&D. Dr. Huang previously served as the chief technology officer of Shanghai SynaCast Media Tech Co. Ltd. (上海聚力传媒技术有限公司) (PPTV) where he was primarily responsible for leading R&D. Dr. Huang once worked at Microsoft. Dr.Huang received his bachelor’s degree of science in microbiology from Wuhan University (武 汉大学) in the PRC in July 1993. Dr. Huang received his doctor’s degree in biochemistry – 13 –APPENDIX I 2023 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS from State University of New York at Buffalo in the United States in September 1999. Dr.Huang received his master’s degree in computer science from the University of Virginia in the United States in January 2001.II. Annual Duty Performance Reports of Independent Directors During the reporting period based on the principle of prudence and objectivity we gave full play to our respective professional roles with a diligent and responsible attitude.Before the meeting of the Board of Directors and each special committee we would conduct a comprehensive investigation and understanding of such matters to be proposed at the meeting and make inquiries with the Company when necessary on which the Company could actively cooperate and make a response in time. During the meeting we fully discussed the matters proposed with other directors put forward reasonable suggestions to the Company based on our accumulated expertise and practice experience and expressed relevant opinions based on the terms of reference of independent directors and each special committee with a view to actively enhancing the objective and rational decision-making by the Board of Directors and effectively safeguarding the interests of the Company and the Shareholders as a whole. During the reporting period we voted in favor of all the resolutions of the Board of Directors of the year 2023 and the resolutions considered by the Board of Directors of the Company for the year 2023 were all duly approved.(I) Attendance and Poll Results During the reporting period the Company held three general meetings and six Board meetings. The general meetings and the Board meetings of the Company were convened and held in compliance with statutory procedures and the principal operational decisions and other major matters were made in accordance with relevant approval procedures.As independent directors of the Company we attended and carefully reviewed the above meeting-related materials provided by the Company to understand the Company’s operating conditions put forward constructive opinions or suggestions based on the responsibilities of independent directors voted in favor of each resolution without objections or abstentions expressed our independent opinions once prior approval opinion twice giving full play to the guiding and supervising role of independent directors and diligently performing the duties of independent directors.During the reporting period the Company convened four audit committee meetings three nomination committee meetings three remuneration and appraisal committee meetings and six strategy committee meetings. We believe that the convening of such meetings was subject to the statutory procedures the decisions on relevant matters were made by following the necessary approval procedures and disclosure obligations and were in line with the provisions of laws and regulations and the Company’s Articles of Association. All of us have attended relevant meetings in person without any unexcused absence. We have conscientiously reviewed relevant resolutions and effectively fulfilled the responsibilities and obligations on independent disclosure.– 14 –APPENDIX I 2023 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS During the reporting period our attendance to general meetings Board meetings and special committee meetings was as follows: Remuneration General Audit Nomination and Appraisal Strategy Independent Director Meeting Board Committee Committee Committee Committee NG Kong Ping Albert 3/3 6/6 4/4 N/A 3/3 6/6 WU Yangfeng 3/3 5/6 4/4 3/3 N/A 5/6 HUANG Yanlin 3/3 6/6 4/4 3/3 3/3 N/A (II) Cooperation of the Company During the reporting period we understood the Company’s operation financial management research and development and commercialization progress and internal control; We focused on strengthening the close communication with the Company’s Directors senior management and relevant staff and timely obtain knowledge of the progress of the Company’s major matters. In addition we also kept a close eye on the impact of external environment and market changes on the Company followed media reports and public opinion timely understood the Company’s dynamics and put forward normative opinions and suggestions to the Company. Meanwhile the Company actively cooperated with the independent director and fully guaranteed the independent director’s right to know which provided an ease for our independent work.III. Annual Work Focus of the Independent Directors (I) Connected Transactions During the reporting period the Company did not engage in any transactions with the connected persons as defined under the Listing Rules. There were no matters requiring review under the connected transaction approval procedures and no prejudice to the interests of the Company or its minority shareholders.(II) External Guarantees and Fund Appropriation During the reporting period no external guarantee was provided by the Company and no appropriation of non-operating funds was identified between the Company and related parties.(III)Use of Proceeds During the reporting period the deposit and use of the Company’s proceeds were in compliance with the provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the use of proceeds as disclosed in the Company’s Prospectus. The proceeds of the Company have been deposited in special accounts and used for special purposes and the relevant information disclosure – 15 –APPENDIX I 2023 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS obligations have been fulfilled in a timely manner. The specific use of proceeds is consistent with that disclosed by the Company. There is no disguised alteration in the use of proceeds and damage to the interests of Shareholders and there is no illegal use of proceeds.(IV) Nomination and Remuneration of Senior Management During the reporting period we have carefully reviewed the nomination of senior management of the Company and were of the view that the appointees are competent under relevant laws and regulations and the Articles of Association and there were no legally unsuitable appointment of senior management of the Company. Upon reviewing the biographies of the above personnel we considered that such appointees had the professional competence and experience to perform their respective duties. After considering remuneration packages for Directors and senior management for the year 2023 we are of the opinion that such packages in line with the prevailing market level and the actual situation of the Company and was in compliance with relevant regulations.(V) Appointment of Accounting Firm Upon considering and approving at the 2022 annual general meeting the Company appointed Ernst & Young as its auditors for 2023 The appointment procedures of the accounting firm were in line with the requirements under the laws and regulations regulatory documents and the Articles of Association.(VI) Cash Dividends and Other Investor Returns During the reporting period no cash dividends and other investor returns were declared by the Company.(VII)Performance of the Undertakings by the Company and Shareholders During the reporting period each of the undertakings were strictly performed by the Company and Shareholders and there was no breach of the undertakings.(VIII)Implementation of Information Disclosure During the year 2023 the Company conscientiously performed its information disclosure obligations in strict compliance with the requirements of the Company Law the Securities Law the Administrative Measures for Information Disclosure of Listed Companies 《( 上市公司信息披露管理办法》) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ensuring the true accurate and complete disclosure without any misrepresentations misleading statements or material omissions.– 16 –APPENDIX I 2023 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS (IX) Implementation of Internal Control During the year 2023 in accordance with the requirements of the Company Law the Basic Norms of Internal Control for Enterprises 《( 企业内部控制基本规范》) and other relevant laws and regulations the Company carried out in-depth internal control actively promoted the establishment of internal control system and promoted the effective implementation of the Company’s internal control activities.(X) Operation of the Board of Directors and its Specialized Committees During the term of office in 2023 the Company convened a total of six meetings of the Board of Directors and seventeen meetings of special committees and the convening and holding procedures resolutions proposed and implementation of resolutions of meetings of the Board of Directors and special committees were in compliance with the requirements of the Company Law the Articles of Association and other rules and regulations. We are of the view that the operating procedures of the Board of Directors and its special committees of the Company were lawful compliant and effective.IV. Overall Appraisal and Recommendations In 2023 as independent Directors of the Company by upholding the principles of objectivity impartiality independence and integrity and maintaining accountable for all Shareholders especially minority Shareholders we performed the duties of independent Directors participated in the decision-making on major matters of the Company gave full play to the role of independent Directors provided constructive opinions for the Board of Directors and safeguarded the Company’s overall interests and the legitimate rights and interests of all Shareholders especially minority Shareholders.In 2024 we will continue to act in a conscientious diligent prudent and responsible attitude towards all Shareholders strictly in accordance with the provisions and requirements of laws and regulations regulatory documents and internal rules and regulations including the Articles of Association to earnestly perform our duties as independent Directors strengthen our awareness of the protection of public shareholders protect the legitimate rights and interests of small and medium investors and put forward reasonable proposals for the standardized operation and development of the Company with our own expertise and working experience so as to safeguard the interests of the Company as a whole and the legitimate rights and interests of all Shareholders.The report is hereby given.Independent Directors: NG Kong Ping Albert WU Yangfeng and HUANG Yanlin – 17 –APPENDIX II EXPLANATORY STATEMENT RELATING TO THE REPURCHASE MANDATE The following is an explanatory statement required under Rule 10.06(1)(b) of 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 special resolutions to be proposed at the AGM in relation to the Repurchase Mandate. 1. LISTING RULES The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions the most important of which are summarized below: (i) the shares to be repurchased by a company must be fully paid-up; (ii) the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and (iii) all on market repurchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchase and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules. 2. SHARE CAPITAL As of the Latest Practicable Date the issued share capital of the Company comprised 53417001 H Shares and 50151012 Unlisted Shares with a nominal value of RMB1.00 each. Subject to the passing of the special resolution granting the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged since the Latest Practicable Date and up to the date of the AGM the Company may repurchase pursuant to the Repurchase Mandate up to a maximum of 10356801 H Shares representing 10% of the total number of issued Shares (excluding the Treasury Shares if any) as of the date of passing the resolution approving the Repurchase Mandate during the period commencing from the date of passing the resolution and until the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by any applicable laws to be held; and (c) the date on which the authority given under the special resolution approving the Repurchase Mandate is revoked or varied by an special resolution of the Shareholders.– 18 –APPENDIX II EXPLANATORY STATEMENT RELATING TO THE REPURCHASE MANDATE 3. REASONS AND FUNDING OF THE REPURCHASE OF SHARES The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its H Shares on the Stock Exchange. Such repurchases may depending on market conditions and funding arrangements at the time lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association the Listing Rules and the applicable PRC laws and regulations.The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate were to be exercised in full at the current prevailing market value it may not have 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 of December 31 2023 being the date to which the latest published audited consolidated financial statements of the Company were made up. The number of H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining and in the best interest of the Company. The Directors do not propose to exercise the Repurchase Mandate to such extent as would in the circumstances have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. 4. TAKEOVERS CODE If as a result of a repurchase of Shares by the Company 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 for the purposes of Rule 32 of the Takeovers Code. Accordingly a Shareholder or a group of Shareholders acting in concert depending on the level of increase of the Shareholder’s interest could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.As of the Latest Practicable Date to the best knowledge and belief of the Directors Mr. ZHANG Dalei Mr. GAO Fei Mr. CHEN Mingqiang and Beijing Airdoc Universe Technology Center L.P. (北京郁金香宇宙科技中心(有限合伙)) (‘‘Airdoc Universe’’) as a single largest group of Shareholders are able to exercise or control the exercise of voting rights attaching to a total of 24164751 Shares representing 23.3% of the total issued share capital of the Company which include (a) 17873326 Shares directly held by Mr. ZHANG – 19 –APPENDIX II EXPLANATORY STATEMENT RELATING TO THE REPURCHASE MANDATE Dailei (b) 4161908 Shares held by Airdoc Universe where Mr. Zhang Dalei served as the general partner (c) 451757 Shares directly held by Mr. GAO Fei and (d) 1677760 Shares directly held by Mr. CHEN Mingqiang.In the event that the Directors exercise the Repurchase Mandates in full the single largest group of Shareholders would be able to exercise or control the exercise of voting rights attaching to approximately 25.9% of the issued share capital of the Company. The increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Notwithstanding the foregoing the Board does not propose to exercise the Repurchase Mandates to such an extent as would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code or consequences that would arise under any similar applicable law of which the Directors are aware. Moreover the Board of Directors also does not propose to exercise the Repurchase Mandates to such an extent as would result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.Save as disclosed above the Directors are not aware of any consequences which will arise under either or both of the Takeovers Code and any similar applicable law as a result of any repurchases to be made under the Repurchase Mandates. 5. DIRECTORS THEIR CLOSE ASSOCIATES AND THE COMPANY’S CORE CONNECTED PERSONS None of the Directors nor to the best of their knowledge having made reasonable enquiries any of their close associates (as defined in the Listing Rules) has any present intention in the event that the Repurchase Mandate is approved by Shareholders to sell Shares to the Company. No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company or has undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders. 6. UNDERTAKING OF THE DIRECTORS The Directors will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules the applicable laws of the PRC and the Articles of Association. In addition the Company has confirmed that neither the explanatory statement nor the proposed share repurchases has any unusual features. 7. SHARE REPURCHASE MADE BY THE COMPANY No repurchase of Shares (whether on the Stock Exchange or otherwise) has been made by the Company in the six months immediately preceding the Latest Practicable Date. The Company has no present intention to repurchase Shares to such extent as to result in the number of Shares held by the public being reduced to less than 25%.– 20 –APPENDIX II EXPLANATORY STATEMENT RELATING TO THE REPURCHASE MANDATE 8. STATUS OF REPURCHASED H SHARES As stated in ‘‘II. MATTERS TO BE CONSIDERED AT THE AGM — (9) General Mandate to Repurchase H Shares’’ in the Letter from the Board if the Company repurchases any H Shares pursuant to the Repurchase Mandate the Company will either (i) cancel the H Shares repurchased and reduce the Company’s registered capital in compliance with the applicable laws and regulations; and/or (ii) hold such H Shares in treasury subject to applicable laws and regulations the Listing Rules market conditions and the Company’s capital management needs at the relevant time any repurchases of H Shares are made.Under the PRC laws if the H Shares repurchased by the Company will be cancelled the Company’s registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H Shares so cancelled. 9. SHARE PRICES The highest and lowest prices at which the H Shares were traded on the Stock Exchange during each of the 12 months immediately preceding the Latest Practicable Date were as follows: Highest Lowest traded traded Month prices prices HK$ HK$ 2023 May 14.6 9.81 June 11.82 9.51 July 11.94 9.55 August 11.6 7.88 September 12.4 10.04 October 12.42 10.48 November 13.76 10.7 December 12.1 9.6 2024 January 12 10.02 February 14.68 10.7 March 17.62 12.36 April 18.38 14.04 May (up to the Latest Practicable Date) 17.10 14.28 – 21 –NOTICE OF 2023 ANNUAL GENERAL MEETING Beijing Airdoc Technology Co. Ltd.北京鹰瞳科技发展股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 2251) NOTICE OF 2023 ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the 2023 annual general meeting (the ‘‘AGM’’) of Beijing Airdoc Technology Co. Ltd. (the ‘‘Company’’) will be held at Room 21 4th Floor Building 2 A2 Yard West Third Ring North Road Haidian District Beijing the PRC on Wednesday June 26 2024 at 11 : 00 a.m. for the Shareholders to consider and if thought fit approve the following resolutions of the Company. Unless the context otherwise requires capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated May 24 2024 (the ‘‘Circular’’).ORDINARY RESOLUTIONS (1) To consider and approve the report of the board of directors of the Company for the year of 2023. (2) To consider and approve the report of the board of supervisors of the Company for the year of 2023. (3) To consider and approve the annual report of the Company and its subsidiaries for the year of 2023. (4) To consider and approve the financial accounts report of the Company and its subsidiaries for the year of 2023. (5) To consider and approve the financial budget of the Company and its subsidiaries for the year of 2024. (6) To consider and approve the profit distribution plan of the Company for the year of 2023. (7) To consider and approve the re-appointment of Ernst & Young as the auditors of the Company for the year of 2024 with a term commencing from the date of approval at the AGM until the conclusion of the 2024 annual general meeting of the Company and to authorize the board of directors of the Company to determine their remunerations.– 22 –NOTICE OF 2023 ANNUAL GENERAL MEETING SPECIAL RESOLUTIONS (8) To consider and approve the proposed general mandate to issue new Shares. (9) To consider and approve the proposed general mandate to repurchase H Shares. Details of the above resolutions submitted to the AGM are set out in the Circular.By order of the Board Beijing Airdoc Technology Co. Ltd.Mr. ZHANG Dalei Chairman of the Board Hong Kong May 24 2024 Notes: 1. All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of the Company at www.airdoc.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the AGM. 2. Any shareholder entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. 3. In order to be valid the instrument appointing a proxy together with the power of attorney or other authority if any under which it is signed or a notarially certified copy of such power of attorney or authority must be completed and returned to the Company’s headquarters and registered office in the PRC (for holders of unlisted shares) or the H share registrar of the Company Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong (for holders of H shares) at least 24 hours before the AGM (i.e. before 11 : 00 a.m. on Tuesday June 25 2024) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a shareholder from attending and voting at the AGM or any adjourned meeting thereof should he/she so wish. 4. For the purpose of determining the list of holders of H shares who are entitled to attend the AGM the H share register of members of the Company will be closed from Friday June 21 2024 to Wednesday June 26 2024 both days inclusive during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM unregistered holders of the shares shall ensure all properly completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not later than 4 : 30 p.m. on Thursday June 20 2024 for registration. 5. In case of joint shareholders the vote of the senior joint shareholder who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding. 6. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses. 7. A shareholder or his/her proxy should produce proof of identity when attending the AGM. – 23 –NOTICE OF 2023 ANNUAL GENERAL MEETING 8. Notes for the meeting: a. Please contact the Office of the Board of the Company no later than two days before the convening of the AGM (i.e. before 11 : 00 a.m. on Monday June 24 2024).b. Contact information of the meeting: The Office of the Board of Beijing Airdoc Technology Co. Ltd.Address: Room 21 4th Floor Building 2 A2 Yard West Third Ring North Road Haidian District Beijing Postal code: 100089 Phone: (86) 15810644868 Email: wanglin@airdoc.com 9. References to date and time in this notice are to Hong Kong dates and time. As of the date of this notice Mr. ZHANG Dalei Ms. WANG Lin Dr. HE Chao and Mr.QIN Yong as executive Directors; and Mr. NG Kong Ping Albert Dr. WU Yangfeng and Dr.HUANG Yanlin as independent non-executive Directors.–24–