NIO Inc 6-K, filed May 23, 2025
NIO Inc. (NIO)
About this 6-K
NIO Inc filed this 6-K on May 23, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2025
Commission File Number: 001-38638
NIO Inc.
(Registrant’s Name)
Building 19, No. 1355, Caobao Road, Minhang
District
Shanghai, People’s Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 99.2 | Notice of Annual General Meeting | |
| 99.3 | Proxy Card for Annual General Meeting | |
| 99.4 | Voting Card for ADS Holders | |
| 99.5 | CDP Depositor Proxy Form |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NIO Inc. | |||
| By | : | /s/ Yu Qu | |
| Name | : | Yu Qu | |
| Title | : | Chief Financial Officer | |
Date: May 23, 2025
Exhibit 99.1
NIO to Hold Annual General Meeting on June 25, 2025
Shanghai, May 23, 2025 -- (GLOBE NEWSWIRE) -- NIO Inc. (NYSE: NIO; HKEX: 9866; SGX: NIO) (“NIO” or the “Company”), a pioneer and a leading company in the global smart electric vehicle market, today published a notice to announce that it will hold an annual general meeting (the “AGM”) of shareholders (the “Notice of AGM”) at 10:30 a.m., Beijing time, on June 25, 2025 at Building 19, No. 1355, Caobao Road, Minhang District, Shanghai, People’s Republic of China, for the purposes of considering and, if thought fit, passing the proposed resolution set forth in the Notice of AGM (the “Proposed Resolution”). The Notice of AGM and form of proxy for the AGM are available on the Company’s website at https://ir.nio.com/generalmeeting. The board of directors of NIO fully supports the Proposed Resolution and recommends that shareholders and holders of ADSs vote in favor of the Proposed Resolution.
Holders of record of ordinary shares of the Company at the close of business on May 23, 2025 (Hong Kong time) are entitled to attend and vote at the AGM or any adjournment or postponement thereof. Holders of the Company’s American depositary shares (“ADSs”) as of the close of business on May 23, 2025 (New York time) who wish to exercise their voting rights for the underlying Class A ordinary shares must act through the depositary of the Company’s ADS program, Deutsche Bank Trust Company Americas. Holders of Class A ordinary shares which are held through (either directly or through depository agents) securities accounts (the “NIO CDP Depositors”) maintained with The Central Depository (Pte) Limited (“CDP”) (Singapore) as of the close of business on May 23, 2025 (Singapore time) may be appointed as CDP’s proxy to attend and cast votes at the AGM, or provide instructions as to voting, or abstentions from voting to CDP. NIO CDP Depositors may refer to the Notice of AGM for further information on attendance and voting arrangements.
NIO has filed its annual report on Form 20-F, including its audited financial statements, for the fiscal year ended December 31, 2024, with the U.S. Securities and Exchange Commission (the “SEC”). NIO’s Form 20-F can be accessed on the Company’s website at https://ir.nio.com, as well as on the SEC’s website at http://www.sec.gov.
About NIO
NIO Inc. is a pioneer and a leading company in the global smart electric vehicle market. Founded in November 2014, NIO aspires to shape a sustainable and brighter future with the mission of “Blue Sky Coming”. NIO envisions itself as a user enterprise where innovative technology meets experience excellence. NIO designs, develops, manufactures and sells smart electric vehicles, driving innovations in next-generation core technologies. NIO distinguishes itself through continuous technological breakthroughs and innovations, exceptional products and services, and a community for shared growth. NIO provides premium smart electric vehicles under the NIO brand, family-oriented smart electric vehicles through the ONVO brand, and small smart high-end electric cars with the FIREFLY brand.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to” and similar statements. NIO may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in announcements, circulars or other publications made on the websites of each of The Stock Exchange of Hong Kong Limited (the “SEHK”) and the Singapore Exchange Securities Trading Limited (the “SGX-ST”), in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about NIO’s beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: NIO’s strategies; NIO’s future business development, financial condition and results of operations; NIO’s ability to develop and manufacture vehicles of sufficient quality and appeal to customers on schedule and on a large scale; its ability to ensure and expand manufacturing capacities including establishing and maintaining partnerships with third parties; its ability to provide convenient and comprehensive power solutions to its customers; the viability, growth potential and prospects of the battery swapping, BaaS, and NIO Assisted and Intelligent Driving and its subscription services; its ability to improve the technologies or develop alternative technologies in meeting evolving market demand and industry development; NIO’s ability to satisfy the mandated safety standards relating to motor vehicles; its ability to secure supply of raw materials or other components used in its vehicles; its ability to secure sufficient reservations and sales of its vehicles; its ability to control costs associated with its operations; its ability to build its current and future brands; general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in NIO’s filings with the SEC and the announcements and filings on the websites of each of the SEHK and SGX-ST. All information provided in this press release is as of the date of this press release, and NIO does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For more information, please visit: http://ir.nio.com
Investor Relations
ir@nio.com
Media Relations
global.press@nio.com
2
Exhibit 99.2
NIO Inc.
(A company controlled through weighted voting rights and
incorporated in the Cayman Islands with limited liability)
(NYSE: NIO; HKEX: 9866; SGX: NIO)
Notice of Annual General Meeting
to be held on June 25, 2025
(or any adjournment(s) or postponement(s) thereof)
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of NIO Inc. (the “Company”) will be held at 10:30 a.m., Beijing time, on June 25, 2025 at Building 19, No. 1355, Caobao Road, Minhang District, Shanghai, People’s Republic of China, for the purposes of considering and, if thought fit, passing the following resolution:
AS ORDINARY RESOLUTION
| 1. | To re-appoint PricewaterhouseCoopers Zhong Tian LLP as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2025. |
The passing of the above resolution requires approval by the holders of the Class A ordinary shares of a par value of US$0.00025 each (the “Class A Ordinary Shares”) and the Class C ordinary shares of a par value of US$0.00025 each (the “Class C Ordinary Shares,” and together with the Class A Ordinary Shares, the “Shares”) of the Company by a simple majority of the votes cast by the shareholders as, being entitled to do so, vote in person or by proxy at the AGM, on a one share one vote basis.
The quorum of the AGM shall be one or more members holding in aggregate not less than one-third of all votes attaching to all issued shares of the Company in issuance, present in person or by proxy and entitled to vote at the AGM.
SHARES RECORD DATE AND ADS RECORD DATE
The Board has fixed the close of business on May 23, 2025 (Hong Kong time), as the record date (the “Shares Record Date”) of Class A Ordinary Shares and Class C Ordinary Shares. Holders of record of the Shares (as of the Shares Record Date) are entitled to attend and vote at the AGM and any adjourned meeting thereof.
Holders of record of American Depositary Shares (the “ADSs”) as of the close of business on May 23, 2025 (New York time) (the “ADS Record Date,” together with the Shares Record Date, the “Record Date”) will be able to instruct Deutsche Bank Trust Company Americas, the depositary of the ADSs, as to how to vote the Class A Ordinary Shares represented by such ADSs at the AGM.
Holders of Class A Ordinary Shares which are held through (either directly or through depository agents) securities accounts (the “NIO CDP Depositors”) maintained with The Central Depository (Pte) Limited (“CDP”) (Singapore) as of the close of business on the Shares Record Date may be appointed as CDP’s proxy to attend and cast votes at the AGM, or provide instructions as to voting, or abstentions from voting to CDP. For further information, see “Attending the AGM.”
ATTENDING THE AGM
Only holders of record of Shares as of the Shares Record Date are entitled to attend and vote at the AGM. Holders of ADSs must give voting instructions to Deutsche Bank Trust Company Americas if they wish to exercise their voting rights for the underlying Class A Ordinary Shares.
NIO CDP Depositors who:
| (a) | wish to be appointed as CDP’s proxy to attend and cast votes at the AGM; or |
| (b) | do not wish to attend the AGM as CDP’s proxy but wish to provide instructions as to voting, or abstentions from voting, |
should complete and return the AGM depositor proxy form, which will be mailed to the NIO CDP Depositors and is also available on our website at https://ir.nio.com/generalmeeting (the “AGM Depositor Proxy Form”), to Boardroom Corporate & Advisory Services Pte. Ltd. (“Boardroom”), the Singapore transfer agent of the Company, by 5:00 p.m., Singapore time, on June 18, 2025. For the avoidance of doubt, NIO CDP Depositors who do not complete and return the AGM Depositor Proxy Form by 5:00 p.m., Singapore time, on June 18, 2025, will not be able to attend or vote at the AGM, or provide instructions as to voting, or abstentions from voting.
NIO CDP Depositors who have queries on the above instructions should contact Boardroom via the following for assistance:
Boardroom Corporate & Advisory Services Pte. Ltd.
Address: 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632
Telephone: (+65) 6536 5355
E-mail: srs.teame@boardroomlimited.com
In relation to paragraphs (a) and (b) above, NIO CDP Depositors should further note that they will only be able to be appointed as CDP’s proxy and/or exercise their voting rights in respect of such number of Class A Ordinary Shares set out against their respective names in the depository register maintained by the CDP as at the Shares Record Date.
PROXY FORMS, ADS VOTING CARDS AND DEPOSITOR PROXY FORMS
A holder of Shares as of the Shares Record Date may attend the AGM in person or appoint one proxy to exercise his or her rights at the AGM. A holder of ADSs as of the ADS Record Date will need to instruct Deutsche Bank Trust Company Americas, the depositary of the ADSs, as to how to vote the Class A Ordinary Shares represented by the ADSs. NIO CDP Depositors can exercise their voting rights in the manner set out in paragraphs (a) or (b) above under the section titled "Attending the AGM" by submitting the completed AGM Depositor Proxy Form to Boardroom. Please refer to the proxy form (for holders of Shares), ADS voting card (for holders of ADSs) or AGM Depositor Proxy Form (for NIO CDP Depositors), each of which is available on our website at https://ir.nio.com/generalmeeting.
You are urged to complete, sign, date and return the accompanying proxy form to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited (“Computershare”) (for holders of Shares), your voting instructions to Deutsche Bank Trust Company Americas (for holders of the ADSs), and the AGM Depositor Proxy Form to Boardroom (for NIO CDP Depositors) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare must receive the proxy form by no later than 10:30 a.m., Hong Kong time, on June 23, 2025 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, to ensure your representation at the AGM. Deutsche Bank Trust Company Americas must receive your voting instructions by no later than 10:00 a.m., New York time, on June 12, 2025 to enable the votes attaching to the Shares represented by your ADSs to be cast at the AGM. To exercise their voting rights in the manner set out at paragraphs (a) or (b) above under the section titled “Attending the AGM,” NIO CDP Depositors must return the completed AGM Depositor Proxy Form to Boardroom by no later than 5:00 p.m., Singapore time, on June 18, 2025.
ANNUAL REPORT
Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at https://ir.nio.com, the HKEX’s website at www.hkexnews.hk or from the SEC’s website at www.sec.gov, or by contacting Investor Relations Department, NIO Inc., Building 19, No. 1355, Caobao Road, Minhang District, Shanghai, People’s Republic of China, or by email to ir@nio.com.
| By Order of the Board of Directors, | |
| NIO Inc. | |
| /s/ Bin Li | |
| Bin Li | |
| Chairman of the Board |
| Executive Office: Building 19, No. 1355, Caobao Road Minhang District, Shanghai People’s Republic of China |
Registered Office: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands |
May 23, 2025
Exhibit 99.3
NIO Inc.
(A company controlled through weighted voting
rights and
incorporated in the Cayman Islands with limited liability)
(NYSE: NIO; HKEX: 9866; SGX: NIO)
Form of Proxy for Annual General Meeting
to be held on June 25, 2025 at 10:30 a.m., Beijing time
(or any adjournment(s) or postponement(s) thereof)
INTRODUCTION
This Form of Proxy is furnished in connection with the solicitation by the board of directors (the “Board”) of NIO Inc., a Cayman Islands company (the “Company”), of proxies from holders of the issued Class A ordinary shares of the Company with a par value of US$0.00025 per share (the “Class A Ordinary Shares”) and the Class C ordinary shares of the Company with a par value of US$0.00025 per share (the “Class C Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”) to be exercised at the annual general meeting of the Company (the “AGM”) to be held at Building 19, No. 1355, Caobao Road, Minhang District, Shanghai, People’s Republic of China on June 25, 2025 at 10:30 a.m. (Beijing Time), and at any adjournment(s) or postponement(s) thereof, for the purposes set forth in the Notice of the AGM (the “AGM Notice”).
Only the holders of record of the Ordinary Shares on the Company’s register of members at the close of business on May 23, 2025 (Hong Kong Time), as the record date are entitled to attend and to vote at the AGM. Each Class A Ordinary Share is entitled to one vote, and each Class C Ordinary Share is entitled to one vote, on all matters at the AGM. The quorum of the AGM is one or more shareholders holding in aggregate not less than one-third of all votes attaching to all issued shares of the Company in issuance, present in person or by proxy and entitled to vote at the AGM.
The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the Ordinary Shares in his/her/its discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his/her discretion, he/she is likely to vote the Ordinary Shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjournment(s) or postponement(s) thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised by (i) submitting to the Company, at the address set forth below, a duly signed revocation or (ii) voting in person at the AGM.
To be valid, this Form of Proxy must be completed, signed and returned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and no later than 10:30 a.m, Hong Kong time, on June 23, 2025, to ensure your representation at the AGM.
This Form of Proxy is not valid for holders of the American Depositary Shares of the Company or holders of Class A Ordinary Shares which are held through (either directly or through depository agents) securities accounts (the “NIO CDP Depositors”) maintained with The Central Depository (Pte) Limited (Singapore). Holders of the American Depositary Shares of the Company and NIO CDP Depositors should refer to the AGM Notice for further information on attendance and voting arrangements.
NIO Inc.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(NYSE: NIO; HKEX: 9866; SGX: NIO)
Form of Proxy for Annual General Meeting(Note 1)
to be held on June 25, 2025 at 10:30 a.m.,
Beijing time
(or any adjournment(s) or postponement(s) thereof)
I/We (name) of (address) , being the registered holder of__________________ Class A ordinary shares, (Note 2) par value US$0.00025 per share, and_______________ Class C ordinary shares, (Note 2) par value US$0.00025 per share, of NIO Inc. (the “Company”), hereby appoint the Chairman of the Annual General Meeting(Note 3) or (name) of (address) as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjournment(s) or postponement(s) thereof) of the Company to be held at Building 19, No. 1355, Caobao Road, Minhang District, Shanghai, People’s Republic of China and at any adjournment(s) or postponement(s) thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit. (Note 4)
| RESOLUTION (Note 5) | FOR(Note 4) | AGAINST(Note 4) | ABSTAIN(Note 4) | |
| 1 | As an ordinary resolution:
to re-appoint PricewaterhouseCoopers Zhong Tian LLP as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2025. |
¨ | ¨ | ¨ |
| Dated _______________, 2025 | Signature(s) (Note 6) ____________________ |
Notes:
| 1 | This Form of Proxy is not valid for holders of the American Depositary Shares of the Company or holders of Class A Ordinary Shares which are held through (either directly or through depositary agents) securities accounts (the “NIO CDP Depositors”) maintained with The Central Depository (Pte) Limited. Holders of the American Depositary Shares of the Company and NIO CDP Depositors should refer to the AGM Notice for further information on attendance and voting arrangements. |
| 2 | Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 3 | If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE ANNUAL GENERAL MEETING” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his/her stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT. |
| 4 | IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” ALTERNATIVELY, YOU MAY ALSO INDICATE THE RESPECTIVE NUMBERS OF SHARES FOR EACH OF THE “FOR,” “AGAINST” AND “ABSTAIN” COLUMNS. Failure to complete any or all the boxes will entitle your proxy to cast his or her votes at his or her discretion. A proxy need not be a member of the Company, but must attend the AGM in person. A member may only have one form of proxy valid at any one time and if a member submits more than one form of proxy, the last form of proxy received in the manner described in this form of proxy above shall be treated as the only valid form of proxy. Any alteration made to this form of proxy must be duly initialed by the person who signs it. Completion and deposit of a form of proxy does not prevent a member from attending the AGM in person but if a member attends the AGM and votes, this proxy will be revoked. |
| 5 | Please refer to the AGM Notice for details of the approval threshold for the resolution. |
| 6 | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same. |
| 0 ------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 14475 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NIO Inc. (Continued and to be signed on the reverse side) 1.1 Electronic Shareholder Communications Please join the growing number of shareholders who receive emails instead of hard copy shareholder communications. Register online at https://equiniti.com/us/ast-access or supply your email address below or on the reverse side. ADD YOUR EMAIL ADDRESS ONLINE Add your email address to your online account at AST for 24/7 access to your account and enroll in eConsent to receive future materials electronically. Update your account today: For first time users setting up an account, follow the instructions outlined below: • Go to https://equiniti.com/us/ast-access and click on the words “REGISTER – FIRST TIME USERS CLICK HERE” under the Shareholder Central heading button • Follow the instructions provided to set up your account which will include providing your e-mail address • Once your account has been set up, select the tool bar “Communications” at the top right side of the page • Here you need to select “Receive Company Mailings via E-Mail” • Next, click on the “Submit” button and any future proxy materials will be sent to you electronically should they be available For existing users updating your account, do the following: • Go to https://equiniti.com/us/ast-access and click on “LOGIN” button under the Shareholder Central heading • Once you access your account, select the tool bar “Communications” at the top right side of the page • Here you need to select “Receive Company Mailings via E-Mail” • Next, click on the “Submit” button and any future proxy materials will be sent to you electronically should they be available Alternatively you can provide us with your email address in the below section entitled “ELECTRONIC SHAREHOLDER COMMUNICATIONS” to receive future materials electronically when available. |
| ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NIO Inc. June 25, 2025 Please sign, date and mail your proxy card in the envelope provided so that your vote is received on or before 10:00 AM EST on June 12, 2025. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE “FOR” THE RESOLUTION. Resolutions presented for consideration by the Annual General Meeting of Shareholders on June 25, 2025 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x Please detach along perforated line and mail in the envelope provided. ------------------ ---------------- 00030000000000000000 4 062525 1 As an ordinary resolution: to re-appoint PricewaterhouseCoopers Zhong Tian LLP as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2025. FOR AGAINST ABSTAIN |
Exhibit 99.5
NIO Inc.
(A company controlled through weighted voting
rights and incorporated in the Cayman Islands with limited liability)
(NYSE: NIO; HKEX: 9866; SGX: NIO)
ANNUAL GENERAL MEETING - DEPOSITOR PROXY FORM
If NIO Inc. (the "Company") receives this Depositor Proxy Form which is (a) duly completed and signed/executed in Part V by the person whose name and particulars are set out in Part I (the “Depositor(s)”); and (b) submitted by the requisite time and date, and to the requisite office as indicated overleaf, we, The Central Depository (Pte) Limited (“CDP”), being a member of the Company, hereby appoint, in respect of such number of class A ordinary shares with a par value of US$0.00025 per share of the Company set out against the Depositor(s)' name in the Depository Register maintained by CDP (the “Depositor(s) Shares”) as at May 23, 2025, 5.00 p.m. (Singapore / Hong Kong time) (the “Shares Record Date”):
| (i) | the Chairman of the Annual General Meeting (the “Chairman”), provided that such details have been verified in Part V by the affixing of the seal or signature of or on behalf of the Depositor(s), and on the basis that the Chairman is authorised to vote in respect of the proportion of the Depositor(s) Shares set out in Part I (being the Depositor(s) Shares as at the Shares Record Date); |
OR,
| (ii) | if a tick x has been inserted in the box in Part III, and Part V of this Depositor Proxy Form is signed by the Depositor(s) or his/her/its attorney duly authorised in writing, the Depositor(s), |
as our proxy to attend, speak and vote in respect of the Depositor(s) Shares on our behalf at the Annual General Meeting of the Company to be held at Building 19, No. 1355, Caobao Road, Minhang District, Shanghai, People's Republic of China on June 25, 2025 at 10.30 a.m. (Beijing time) and at any adjournment(s) or postponement(s) thereof (the “Annual General Meeting”).
| I. | Full Name and Address |
II. TO BE COMPLETED ONLY IF THE INTENTION IS FOR THE APPOINTMENT OF THE CHAIRMAN AS CDP'S PROXY
The Chairman is hereby directed to vote for or against, or to abstain from voting on the resolution to be proposed at the Annual General Meeting as indicated hereunder, if no specific direction as to voting is given, the Chairman may vote or abstain from voting at the Chairman's discretion:-
| No. | RESOLUTIONS | For | Against | Abstain |
| 1 |
As an ordinary resolution:
To re-appoint PricewaterhouseCoopers Zhong Tian LLP as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the Board to fix their remuneration for the year ending December 31, 2025 |
(IF YOU WISH TO VOTE FOR OR AGAINST OR ABSTAIN FROM VOTING ON THE RESOLUTION IN RESPECT OF ALL YOUR VOTES FOR EACH RESOLUTION, TICK x THE APPROPRIATE BOX MARKED “FOR”, “AGAINST” OR "ABSTAIN". ALTERNATIVELY, YOU MAY ALSO INDICATE THE RESPECTIVE NUMBER OF VOTES FOR EACH OF THE “FOR,” “AGAINST” AND “ABSTAIN” COLUMNS.)
III. TO BE COMPLETED ONLY IF THE INTENTION IS FOR THE APPOINTMENT OF THE DEPOSITOR AS CDP'S PROXY
¨ The Depositor(s) wishes to be appointed as the CDP's proxy to attend, speak and vote at the Annual General Meeting in person. The Depositor(s) acknowledges that if Part II above has been completed, the Chairman, and not the Depositor(s), will be appointed as CDP's proxy to attend, speak and vote at the Annual General Meeting, notwithstanding that the Depositor(s) has completed this Part III.
| Dated this________ day of _____________ 2025. |
IV. The Central Depository (Pte) Limited
 |
||
| Signature of Director |
TO BE COMPLETED BY DEPOSITOR(S)
| V. | For Individuals: | For Corporations: |  | |||
| Signature of Direct Account Holder | Signature of Director | Signature of Director/Secretary | Common Seal | |||
IMPORTANT: PLEASE READ NOTES OVERLEAF CAREFULLY BEFORE COMPLETING THIS DEPOSITOR PROXY FORM
IMPORTANT: PLEASE READ NOTES BELOW CAREFULLY BEFORE COMPLETING DEPOSITOR PROXY FORM
| General | By returning this Depositor Proxy Form with Part V duly signed by the Depositor(s) or his/her/its attorney duly authorised in writing, a Depositor may either: |
| (a) | provide instructions to the Chairman as to voting or abstentions from voting (if so, please complete Part II, and leave Part III blank); OR |
| (b) | be appointed as CDP's proxy to attend and cast votes at the Annual General Meeting in person (if so, please complete Part III, and leave Part II blank). |
| Part II | If a Depositor(s) wishes to provide instructions to the Chairman as to voting or abstentions from voting, please indicate a “√” (or a particular number of shares, if preferred) in the appropriate box against each resolution how you wish the Chairman to vote. Depositors should specifically direct the Chairman on how they wish to vote for or vote against (or abstain from voting on) the resolution in Part II of this Depositor Proxy Form. If this Depositor Proxy Form is deposited without any indication as to how the Chairman shall vote in respect of any particular resolution, the Chairman may vote or abstain from voting at his/her discretion. |
If a Depositor(s) marks the abstain box for a particular resolution, he/she/it is directing the Chairman not to vote on that resolution and the votes will not be counted in computing the required majority when a poll is called.
| Part III | If a Depositor(s) wishes to attend, speak and vote at the Annual General Meeting in person instead of providing instructions to the Chairman as to voting (or abstentions from voting), please indicate a “√” in the box in Part III. |
For the avoidance of doubt, a Depositor(s) should only complete either Part II (if the Depositor(s) wishes to provide instructions to the Chairman as to voting or abstentions from voting) OR Part III (if the Depositor(s) wishes to attend, speak and vote at the Annual General Meeting in person) of this Depositor Proxy Form. Where a Depositor(s) has completed both Part II and Part III of this Depositor Proxy Form, the Depositor(s) acknowledge(s) that the Chairman, and not the Depositor(s), will be appointed as CDP's proxy to attend, speak and vote at the Annual General Meeting.
| Part V | If a Depositor(s) wishes to provide instructions to the Chairman as to voting or be appointed as CDP's proxy to attend and cast votes at the Annual General Meeting as CDP's proxy in person, Part V of this Depositor Proxy Form must be signed by the Depositor(s) or his/her/its attorney duly authorised in writing. In the case of joint Depositor(s), all joint Depositor(s) must sign Part V of this Depositor Proxy Form. If the Depositor(s) is a corporation, Part V of this Depositor Proxy Form must be executed under its common seal or under the hand of an officer or its attorney duly authorised in writing. The power of attorney appointing the attorney or other authority, or a notarially certified copy thereof, if any, under which Part V of this Depositor Proxy Form is signed, must (unless previously registered with the Company) be attached to this Depositor Proxy Form. |
This Depositor Proxy Form, duly completed, together with the abovementioned power of attorney appointing the attorney or other authority, or a notarially certified copy thereof, if applicable, must be deposited by the Depositor(s) in the following manner:
| (i) | if submitted by post, by depositing the duly completed Depositor Proxy Form at the office of the Company’s Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd. at 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632; or |
| (ii) | if submitted electronically, by scanning and submitting the duly completed Depositor Proxy Form via email to the Company’s Singapore Share Transfer Agent, Boardroom Corporate & Advisory Services Pte. Ltd., at srs.proxy@boardroomlimited.com, |
in either case, not later than June 18, 2025 at 5.00 p.m. (Singapore time).
The Company shall be entitled to reject any Depositor Proxy Form which is incomplete, improperly completed or illegible or where the true intentions of the Depositor(s) are not ascertainable from the instructions of the Depositor(s) specified on any Depositor Proxy Form. It is the Depositors’ responsibility to ensure that this Depositor Proxy Form is properly completed (including that it has been duly signed). Any decision to reject this Depositor Proxy Form on the grounds that it is incomplete, improperly completed or illegible will be final and binding and neither the Company, CDP nor Boardroom Corporate & Advisory Services Pte. Ltd. accepts any responsibility for the consequences of such a decision. In addition, the Company may, at its discretion, reject any Depositor Proxy Form lodged if a Depositor(s) is not shown to have shares entered against his/her/its name in the Depository Register, as supplied by CDP to the Company, as at the Shares Record Date.
By submitting this Depositor Proxy Form, a Depositor of the Company (i) consents to the collection, use and disclosure of the Depositor’s personal data by the Company (or its agents) for the purpose of the processing and administration by the Company (or its agents) of proxies appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents) to comply with any applicable laws, listing rules, regulations and/or guidelines.