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Suzhou Novosense Microelectronics Co., Ltd. — Proxy Solicitation & Information Statement 2026
Jul 3, 2026
50751_rns_2026-07-03_96feffdd-bbe9-44ec-85e3-30e34144ecbc.pdf
Proxy Solicitation & Information Statement
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NOVOSENSE
纳芯徽电子
Suzhou Novosense Microelectronics Co., Ltd.
蘇州納芯微電子股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 2676)
PROXY FORM FOR H SHAREHOLDERS FOR THE EXTRAORDINARY SHAREHOLDERS' MEETING
I/We $^{(None1)}$
of
am/are the registered holder(s) of $^{(None2)}$ H Shares ("Shares") in Suzhou Novosense Microelectronics Co., Ltd. (the "Company"), HEREBY APPOINT $^{(None3)}$
of
if he/she could not attend, then appoint the Chairman of the extraordinary shareholders' meeting (the "ESM") as my/our proxy(ies) of $^{(None4)}$. Shares of the Company to attend the ESM to be held physically at the Company's Conference Room, No. 9, Dongdangtian Alley, Suzhou Industrial Park, Jiangsu Province, the PRC at 3:00 p.m. on Thursday, July 23, 2026 or at any adjournment thereof, and to exercise the right of voting at such meeting in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy(ies) think(s) fit.
| SPECIAL RESOLUTIONS | For (None 5) | Against (None 5) | Abstain (None 5) | |
|---|---|---|---|---|
| 1. | The proposal in relation to the 2026 A Share Restricted Share Incentive Scheme (Draft) and its summary | |||
| 2. | The proposal in relation to the Administrative Measures for the Implementation and Appraisal of the 2026 A Share Restricted Share Incentive Scheme | |||
| 3. | The proposal in relation to the authorization granted by the general meeting to the Board to handle matters pertaining to the 2026 A Share Restricted Share Incentive Scheme | |||
| 4. | In relation to the 2026 H Share Scheme: | |||
| 4.1 The proposal in relation to the 2026 H Share Scheme | ||||
| 4.2 The proposal in relation to the Scheme Mandate Limit, subject to the adoption of the 2026 H Share Scheme in resolution no. 4.1 | ||||
| 4.3 The proposal in relation to the Service Provider Sublimit, subject to the adoption of the 2026 H Share Scheme in resolution no. 4.1 | ||||
| 5. | The proposal in relation to the authorization granted by the general meeting to the Board and/or the Scheme Administrator to handle matters pertaining to the 2026 H Share Scheme |
Dated: ________
Signature $^{(None6)}$
Notes:
- Please insert the full name(s) (in Chinese or in English) and address(es) (as shown in the register of members of the Company) in BLOCK LETTERS.
- Please insert the number of Shares (i) registered in your name(s) and (ii) those related to this proxy form.
- If a proxy other than the Chairman is preferred, cross out the words "the Chairman of the ESM" and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. If you do not insert the name and address of the person to be appointed as your proxy in the space provided, the Chairman of the ESM will be your proxy. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be the Company's shareholder, but must attend the meeting (or any adjournment thereof) to represent you.
- Please insert clearly the number of Shares of the Company registered in your name(s) which the appointed proxy can exercise the voting right in the ESM. If no number is inserted, this proxy form will be deemed to be related to all the Shares of the Company registered in your name(s).
- IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK (a) THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK (a) THE BOX MARKED "AGAINST". IF YOU WISH TO ABSTAIN TO VOTE IN ANY RESOLUTION, PLEASE TICK (a) THE BOX MARKED "ABSTAIN". Any "abstain" votes will be counted in the calculation of the required majority. If no such indication is given, the proxy will be entitled to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
- This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a legal person or body corporate, must be either executed under its common seal or under the hand of a director of the legal person or body corporate or proxy duly authorised in writing.
- Every shareholder of the Company present in person or by proxy or, being a corporation, is present by its duly authorised representative, shall have one vote for every fully paid share of which he is the holder.
- In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the H Share register of members of the Company.
- To be valid, this proxy form (or if it is signed by attorney duly authorised in writing, then together with such power of attorney or other authority under which it is signed or a nonatally certified copy of such power of attorney or authority) must be deposited not later than 24 hours before the specified time for holding the meeting (i.e. before 3:00 p.m. on Wednesday, July 22, 2026, Hong Kong time), in respect of H Shares, at the Company's registrar of H Shares, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
- Completion and return of the proxy form will not preclude you from attending and voting in person at the ESM or any adjournment thereof if you so wish. If you attend and vote at the ESM, the authority of your proxy will be revoked. Should there be any discrepancy, the Chinese version of this proxy form shall prevail.
PERSONAL INFORMATION COLLECTION STATEMENT
(i) "Personal Data" in these statements has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO").
(ii) Your supply of Personal Data to the Company is on a voluntary basis. Upon the failure to provide sufficient information, the Company may not be able to process your appointment of proxy and instructions.
(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.
(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be made in writing to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.