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NOTICE OF ANNUAL GENERAL MEETING

2024-06-07 00:00:00

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. (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2402) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Beijing SinoHytec Co. Ltd. (the “Company”) will be held at 2:00 p.m. on Friday June 28 2024 at Room C701 7th Floor Block C Building B-6 Dongsheng Science Park Zhongguancun No. 66 Xixiaokou Road Haidian District Beijing China to consider and if thought fit approve the following resolutions: ORDINARY RESOLUTIONS 1. To consider and approve the annual report of the Company and its subsidiaries for the year of 2023 and its abstract; 2. To consider and approve the report of the board of directors of the Company for the year of 2023; 3. To consider and approve the report of the supervisory committee of the Company 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 report of independent non-executive directors of the Company for the year of 2023; SPECIAL RESOLUTION 6. To consider and approve the profit distribution and capital reserve capitalization plan of the Company for the year of 2023 the proposed change of registered capital and amendments to the articles of association of the Company; – 1 –ORDINARY RESOLUTION 7. To consider and approve the Company’s unrecovered losses reaching one third of the total paid-in capital; SPECIAL RESOLUTIONS 8. To consider and approve the proposed grant of the general mandate under simplified procedure to the board of directors of the Company to issue A Shares the total number of which shall not exceed 20% of the A Shares in issue as of the date of the passing of this proposed resolution at the AGM and the total proceeds of which shall not exceed RMB300 million and not exceeding 20% of the net assets at the end of the most recent year during a period from the date of passing this proposed resolution at the AGM until the date of which the next annual general meeting of the Company is held and to authorize the board of directors of the Company and its delegates to approve execute and do or procure to be executed and done all such documents deeds and things as it may consider necessary in connection with the general mandate under simplified procedure. 9. To consider and approve the proposed grant of general mandate to the board of directors of the Company to issue allot and deal with additional H Shares and/or A Shares (including sale and transfer of any treasury shares of the Company) not exceeding 20% of each of the total number of the H Shares and A Shares respectively in issue as of the date of passing this proposed resolution (excluding any treasury shares of the Company) for a period from the date of passing of this proposed resolution at the AGM until earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or other applicable laws to be held; or (iii) the date of revocation or variation of the authority given under this proposal by a special resolution by the Shareholders at a general meeting and to authorize the board of directors of the Company and its delegates (i) to make amendments to the articles of association of the Company as it thinks fit so as to reflect the new share capital structure upon the issue or allotment of additional shares of the Company pursuant to the general mandate; and (ii) to execute and implement all such documents do all such acts and things or take any steps in connection with and to give effect to the general mandate to the extent permitted by applicable laws and regulations; – 2 –ORDINARY RESOLUTIONS 10. To consider and approve the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP as the auditors of the Company for the year of 2024 for a term commencing from the date of approval at the AGM until the conclusion of the next annual general meeting of the Company and authorize the management of the Company to fix their remuneration sign the relevant service agreements and handle other related matters; and 11.00 To consider and approve the proposed appointment of supervisor of the Company: 11.01 To consider and approve the proposed appointment of Mr. Liu Wei as a supervisor of the Company.By order of the Board Beijing SinoHytec Co. Ltd.ZHANG Guoqiang Chairman of the Board Beijing the PRC June 7 2024 As of the date of this notice the board of directors of the Company comprises Mr. Zhang Guoqiang Ms. Song Haiying and Ms. Dai Dongzhe as executive directors Ms. Teng Renjie and Mr. Song Feng as non-executive directors Mr. Liu Xiaoshi Mr. Ji Xuehong Mr. Chan So Kuen and Mr. Li Zhijie as independent non-executive directors.Notes: 1. Pursuant to the Rule 13.39(4) of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) voting on all resolutions at a general meeting shall be by way of poll. The poll results of the AGM will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.sinohytec.com) in accordance with the requirements of the Listing Rules. For the avoidance of doubt holders of treasury shares of the Company if any shall abstain from voting at the AGM. 2. The record date for determining the entitlement of the shareholders of the Company (the “Shareholders”) to attend and vote at the AGM will be at 4:30 p.m. on Friday June 7 2024. For the purpose of determining the entitlement of the Shareholders to attend and vote at the AGM all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the H share registrar of the Company Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong (for H Shareholders) no later than 4:30 p.m. on Friday June 7 2024. For the avoidance of doubt any person(s) who become Shareholder(s) after 4:30 p.m. Friday June 7 2024 will not be entitled to attend and vote at the AGM. – 3 –3. Any Shareholder who is entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on his/her behalf. A proxy needs not be a Shareholder. If the Shareholder appoints more than one proxy his/her proxies may only vote by poll. 4. The instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorized in writing. If the Shareholder is a legal entity then the relevant appointing document must be either under seal or under the hand of its director or attorney duly authorized. If the instrument appointing a proxy is signed by a person duly authorized by the Shareholder the powers of attorney or other instruments of authorization shall be notarized. For H Shareholders the aforementioned documents must be lodged with the H share registrar of the Company Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong as soon as possible but in any event by not later than 24 hours before the time fixed for holding of the AGM (i.e. not later than 2:00 p.m. on Thursday June 27 2024) or any adjournment or postponement thereof. Completion and return of the form(s) of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned or postponed meeting(s) if you so wish. 5. Shareholders shall produce their identification documents when attending the AGM. 6. If a proxy attends the AGM on behalf of a Shareholder he/she should produce his/her identification document and the power of attorney or other documents signed by the appointer or his/her attorney which specifies the date of its issuance. If a representative of a corporate Shareholder attends the AGM such representative shall produce his/her identification document and the notarized copy of the resolution passed by the board of directors or other authority or notarized copy of any authorization documents issued by such corporate Shareholder. 7. The H share registrar of the Company in Hong Kong is Tricor Investor Services Limited and its address and contact information are as follows: 17/F Far East Finance Centre 16 Harcourt Road Hong Kong Email: is-enquiries@hk.tricorglobal.com Tel: (852) 2980 1333 Fax: (852) 2810 8185 8. The address and contact information of the office of the Board located at the registered office of the Company in the PRC are as follows: Room C701 7th Floor Block C Building B-6 Dongsheng Science Park Zhongguancun No. 66 Xixiaokou Road Haidian District Beijing China Contact person: Kang Zhi (康智) Tel: +86 10 62927176 Email: sinohytec@autoht.com – 4 –9. Pursuant to the articles of association of the Company in respect of any joint Shareholder of any share of the Company only the joint Shareholders whose name stands first in the register of Shareholders has the rights to receive this notice or other document of the Company and any notice given to such person shall be deemed to have been given to all joint Shareholders in respect of the shares. Any of the joint Shareholders may sign the form of proxy but if more than one joint Shareholder is present in person or by proxy a vote by the joint Shareholder in priority whether in person or by proxy shall be accepted as the sole vote on behalf of the remaining joint Shareholders. For this purpose the order of precedence of the joint Shareholders shall be determined by the rank of such joint Shareholders in the register of Shareholders in relation to the shares concerned. 10. Cumulative voting method will be adopted for resolution numbered 11.01. Explanation of the voting method for electing directors independent non-executive directors and supervisors using the cumulative voting is as follows: – The election of director candidates the election of independent non-executive director candidates and the election of supervisor candidates at the general meeting shall be numbered as resolution groups respectively. Investors should vote for each candidate under each resolution group.– The number of declared shares represents the number of votes in the election. For each resolution group for each share held by shareholders the total number of votes equal to the number of directors or supervisors to be elected under the resolution group. If a shareholder holds 100 shares of a listed company 10 directors should be elected at the general meeting and there are 12 director candidates then the shareholder has 1000 votes for the election resolution group of the Board.– Shareholders shall vote within the limit of the number of votes of each resolution group.Shareholders can vote according to their own wishes. They can vote for one candidate in a centralized manner or they can vote for different candidates in any combination. After the voting is over number of votes received will be calculated for each resolution respectively.–5–