Shenzhen MGI Technology Co., Ltd

First Extraordinary General Meeting of Shareholders in 2025

Meeting Materials

February 2025

directory

Notice of the First Extraordinary General Meeting of Shareholders in 2025...... 3

Agenda for the First Extraordinary General Meeting of Shareholders in 2025...... 5

Proposal of the first extraordinary general meeting of shareholders in 2025...... 7

"Proposal on the Estimated Quota of Daily Related Party Transactions in 2025" ...... 7

Shenzhen MGI Technology Co., Ltd

Notice to the First Extraordinary General Meeting of Shareholders in 2025

In order to protect the legitimate rights and interests of all shareholders of Shenzhen MGI Technology Co., Ltd. (hereinafter referred to as the "Company"), maintain the normal order of the general meeting of shareholders, ensure the efficiency of the general meeting of shareholders, and ensure that the general meeting of shareholders is held as scheduled and smoothly, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Articles of Association of Shenzhen MGI Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), and the Rules of Procedure of the General Meeting of Shareholders of Shenzhen MGI Technology Co., Ltd. and the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

1. In order to confirm the attendance qualifications of shareholders or their agents or other attendees attending the meeting, the meeting staff will conduct the necessary verification of the identity of the participants attending the meeting, and ask the checked person to cooperate.

2. In order to ensure the seriousness and normal order of the general meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders or their agents or other attendees attending the meeting must arrive at the venue on time to sign in to confirm their qualifications.

3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.

4. Shareholders and their representatives participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders and their representatives participating in the general meeting of shareholders shall conscientiously perform their statutory obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' representatives, and shall not disturb the normal order of the general meeting of shareholders.

5. Shareholders and shareholders' representatives who are required to speak should be registered at the sign-in office of the general meeting of shareholders in advance, and only shareholders and shareholders' representatives are accepted to speak or ask questions during the meeting. If more than one shareholder and the shareholder's representative request to speak at the same time, the one who raises his hand first shall speak; If the presiding officer cannot be determined, the moderator shall designate the speaker. Shareholders and shareholders' representatives should speak or ask questions about the topic of the meeting, concisely and concisely, and the time should not exceed 5 minutes.

6. When shareholders and their representatives request to speak or ask questions, they shall not interrupt the report of the meeting rapporteur or the speeches of other shareholders and their representatives, and shareholders and their representatives shall not speak again when voting at the general meeting of shareholders. If the shareholders and their representatives violate the above provisions, the presiding officer has the right to refuse or stop them.

7. The moderator may arrange for the company's directors, supervisors and senior managers to answer the questions raised by shareholders. The moderator or the relevant personnel designated by the host have the right to refuse to answer questions that may leak the company's trade secrets and/or insider information and damage the common interests of the company and shareholders.

8. Shareholders and shareholders' representatives attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders or shareholders' proxies present at the event must sign the shareholder's name or name on the voting ballot. Votes that are not filled, filled in incorrectly, illegible, or not cast are deemed to have waived the voting rights of the voter, and the voting results of the shares held by the voter shall be counted as "abstention".

9. Before the general meeting of shareholders votes on the proposal, two shareholders' proxies will be elected to participate in the vote counting and scrutiny. When the general meeting of shareholders votes on the proposal, the witness lawyer, two shareholders' representatives and the representative of the supervisor are jointly responsible for counting and scrutinizing the votes.

10. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.

11. In order to ensure the solemnity and normal order of the general meeting of shareholders, the company has the right to refuse other persons to enter the venue in accordance with the law, except for shareholders and shareholders' representatives, directors, supervisors, senior managers, hired lawyers and persons invited by the board of directors attending the meeting.

12. The meeting was witnessed and issued by the practicing lawyer of Beijing Jia Yuan Law Firm hired by the company.

13. During the meeting, participants should pay attention to maintaining the order of the venue, do not move around at will after entering the venue, please turn off the mobile phone or turn it to vibrate. Personal recordings, photographs and videos are refused, and no loud noises are allowed in the venue, and participants should leave the venue after the conference without special reasons.

14. The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders. The company does not distribute gifts to shareholders attending shareholders' meetings, and is not responsible for arranging accommodation for shareholders attending shareholders' meetings.

15. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the Notice of Shenzhen MGI Technology Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2025 (Announcement No.: 2025-009) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on February 11, 2025.

Shenzhen MGI Technology Co., Ltd

Agenda for the 1st Extraordinary General Meeting of Shareholders in 2025

1. Time, place and voting method of on-site meeting

(1) On-site meeting time: 15:00 on February 26, 2025

(2) Meeting place: Area C, Huada Time and Space Center, No. 9 Yunhua Road, Meisha Street, Yantian District, Shenzhen

Meeting Room 419, International Convention Center

(3) The online voting system, start and end dates, and voting times

Internet voting system: online voting system for the general meeting of shareholders of the Shanghai Stock Exchange;

Online voting: from February 26, 2025 to February 26, 2025;

Voting time: Using the network voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

(4) Convener of the meeting: the board of directors of the company

2. Agenda of the meeting

(1) Participants sign in, receive meeting materials, and shareholders and shareholders' representatives register for speeches;

(2) The presiding officer announces the opening of the meeting and reports to the meeting to the shareholders and shareholders' representatives attending the on-site meeting

the number of managers and the number of voting rights held;

(3) To read out the instructions of the general meeting of shareholders;

(4) To elect members for vote counting and scrutineers;

(5) To deliberate on the following agenda items:

1. "Proposal on the Estimated Quota of Daily Related Party Transactions in 2025".

(6) Speeches and questions from shareholders and shareholders' representatives;

(7) Shareholders and shareholders' representatives at the meeting vote on the proposal;

(8) Adjourn the meeting and count the results of the vote;

(9) At the resumption of the meeting, the presiding officer announces the voting results of the on-site meeting and the results of online voting;

(10) The presiding officer reads out the resolution of the general meeting of shareholders;

(11) Witnessing the lawyer's reading of the legal opinion;

(12) To sign the relevant meeting documents;

(xiii) The moderator declares the on-site meeting closed.

Shenzhen MGI Technology Co., Ltd

Proposal of the first extraordinary general meeting of shareholders in 2025

Motion 1

Proposal on the Estimated Quota of Routine Related Party Transactions in 2025

Dear Shareholders,

Based on the needs of the Company's business development and daily operations, the Company expects that the total amount of daily related party transactions with related parties in 2025 will not exceed RMB 1,224.56 million, and the main contents of related party transactions include the purchase of goods and services from related parties, the sale of goods and services to related parties, the leasing of houses to related parties, the rental of houses to related parties, the rental of equipment to related parties, other income, other expenses and licensing business. Among them, the amount of related party transactions for the purchase of goods and services was 327.79 million yuan, the amount of related party transactions for the sale of goods and services was 852.8 million yuan, and the amount of related party transactions for leasing houses and rental houses, leasing equipment business, other income and expenditure, and licensing business to related parties was 43.97 million yuan.

The expected related party transactions are the company's daily related party transactions, belong to the company's daily business activities, conform to the company's actual business conditions, are carried out in accordance with the principles of fairness, impartiality and openness, follow the principle of fair price as pricing, and there is no damage to the interests of the company and shareholders, nor is there any transfer of benefits to the company or related parties.

For details of this proposal, please refer to the company's website on the Shanghai Stock Exchange on January 18, 2025

(www.sse.com.cn) Announcement on the Estimated Quota of Daily Connected Transactions in 2025 (Announcement No.: 2025-006) disclosed.

This proposal involves related party transactions, and related shareholders need to abstain from voting.

This proposal has been deliberated and approved by the eleventh meeting of the second board of directors and the eleventh meeting of the second board of supervisors of the company, and is now submitted to the general meeting of shareholders for consideration by non-affiliated shareholders.

Shenzhen MGI Technology Co., Ltd

board of directors

February 11, 2025