CaoCao Inc. Announces Key EGM Resolutions Passed: Share Purchase Agreement and Share Incentive Scheme Approved

Hong Kong, February 27, 2026 – CaoCao Inc. (Stock Code: 02643) has published the poll results of its Extraordinary General Meeting (EGM) held on February 27, 2026. All resolutions proposed at the meeting were duly passed by way of poll, marking significant corporate actions that may have material implications for current and prospective investors.

Key Highlights from the EGM

• Approval of Share Purchase Agreement (SPA):
  • The company approved the SPA dated December 30, 2025, in which Suzhou Youxing Qianli Network Technology Co., Ltd. agreed to acquire, and Zhejiang Geely Holding Group Company Limited agreed to sell, the entire equity interest in Zhejiang Geely Business Service Co., Ltd. for a cash consideration of RMB 65,000,000.
  • Shareholders representing 56,068,498 votes (99.999287%) were in favor, while only 400 votes (0.000713%) were against the resolution.
  • This transaction may impact CaoCao Inc.’s business scope and financial profile, as it involves the divestment of an entire equity interest in a group entity. Such a move could affect future revenues, cost structures, or strategic direction, and may therefore be price sensitive for shareholders.
• Adoption of Share Incentive Scheme:
  • The EGM approved and adopted a new Share Incentive Scheme, subject to final approval from the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
  • The Scheme allows for the issuance and allotment of shares upon the vesting of options or restricted share units (RSUs) granted under the scheme.
  • The total number of shares that may be issued under the scheme (and any similar schemes) shall not exceed 10% of the company’s total issued shares (excluding treasury shares) as at the passing of the resolution.
  • For all “Service Providers” (as defined in the Scheme), the maximum allocation is capped at 1% of the total issued shares.
  • Voting was overwhelmingly in favor, with 432,196,198 votes (99.970994%) for, and 125,400 votes (0.029006%) against the resolutions relating to the scheme.
  • This incentive scheme is intended to attract and retain talent, aligning employee interests with shareholder value. However, the potential dilution from new shares issued under the scheme is a point for investors to monitor.

Shareholder Participation and Voting Details

• Ugo Investment and Oceanpine Marvel, major shareholders holding a total of 436,374,500 shares (approximately 75.05% of issued shares), abstained from voting on the SPA resolution as disclosed in the Circular. Only independent shareholders holding 145,065,713 shares were eligible to vote on this resolution.
• No shareholders were required to abstain from the Share Incentive Scheme resolution; all 581,440,213 issued shares were eligible to vote.
• No shareholders were required to abstain from voting in favor of any resolution under Rule 13.40 of the Listing Rules.

Implications for Investors

• The sale of Zhejiang Geely Business Service Co., Ltd. may affect the company’s financials and strategic direction, which could influence share price depending on the market’s perception of the divestment’s benefits or drawbacks.
• The approval of the Share Incentive Scheme introduces the possibility of share dilution, which could impact future earnings per share and share price performance, depending on the scale of awards granted and overall company performance.
• Both resolutions were passed with overwhelming shareholder support, indicating broad consensus for the company’s proposed directions.

Attendance

The following directors attended the EGM in person or by electronic means: Mr. Xin Gong, Mr. Jian Yang, Ms. Xin Liu, Ms. Ning Liu, and Mr. Qiang Fu.

Board Composition

• Executive Director: Mr. Xin Gong
• Non-Executive Directors: Mr. Jian Yang (Chairman), Mr. Quan Zhang, Mr. Jinliang Liu, Mr. Yang Li, Ms. Xiaohong Zhou
• Independent Non-Executive Directors: Ms. Xin Liu, Ms. Ning Liu, Mr. Qiang Fu

Disclaimer: This article is for informational purposes only and does not constitute financial advice. Investors are advised to review the full circulars and consult their financial advisors before making investment decisions. The information is accurate as of the date of publication and may be subject to future changes or developments.

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