Guangdong Jiayuan Technology Co., Ltd.

The Third Extraordinary General Meeting in 2024

Conference information

4 July 2024

Notice to Shareholders' General Meeting

In order to protect the legitimate rights and interests of all shareholders of Guangdong Jiayuan 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 "the People's Republic of China Company Law", "the People's Republic of China Securities Law", "Articles of Association of Guangdong Jiayuan Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), "Rules of Procedure of the General Meeting of Shareholders of Guangdong Jiayuan Technology Co., Ltd." and China Securities Regulatory Commission, The relevant regulations of the Shanghai Stock Exchange, this notice is specially formulated.

The general meeting of shareholders of the 1. shall have a meeting group, and the secretary of the board of directors of the company shall be responsible for the procedural arrangement and business work of the meeting.

In order to ensure the seriousness and normal order of the shareholders' meeting and effectively safeguard the legitimate rights and interests of the shareholders (or shareholders' representatives) attending the meeting, the 2. has the right to refuse other personnel to enter the venue in accordance with the law, except for the shareholders (or shareholders' representatives), company directors, supervisors, senior managers, witness lawyers and personnel invited by the board of directors.

3. shareholders (or shareholder representatives) attending the meeting must go to the meeting site 20 minutes before the meeting to go through the sign-in procedures, and please show the securities account card, ID card or legal entity certificate, power of attorney, and attendance receipt in accordance with the regulations. Only after verification can you receive the meeting materials can you attend the meeting.

4. shareholders (or shareholders' representatives) shall have the right to speak, question and vote in accordance with the law. If a shareholder (or shareholder representative) wishes to speak at this shareholders' meeting, he or she may register with the meeting group at the time of signing in. At the meeting, the host will make overall arrangements for shareholders (or shareholder representatives) to speak. The theme of the shareholders' (or shareholders' representatives) speeches should be related to the topics of this meeting; beyond the scope of the topics, if you want to know other information about the company, you can consult the secretary of the board of directors of the company after the meeting.

5., in order to improve the efficiency of the proceedings of the general meeting of shareholders, after the answer to the shareholders' questions, that is

Voting on the spot. Voting at the on-site meeting shall be by open ballot, and shareholders shall exercise their voting rights by the amount of voting shares they hold, and each share shall have one vote. When voting, shareholders shall choose one of the three items of "agree", "oppose", and "abstain" under each proposal in the voting vote, and mark it with a "√" to indicate that it is not filled, wrongly filled, and The illegible voting vote and the unvoted voting vote shall be regarded as an abstention. Shareholders are requested to fill in the voting form as required by the voting, and the general assembly staff will collect the votes in a unified manner.

Before the 6. general meeting of shareholders votes on the proposal, two shareholder representatives will be elected to participate in the counting and scrutinizing of votes; when the general meeting of shareholders votes on the proposal, the witness lawyers, shareholder representatives and supervisor representatives are jointly responsible for the counting and scrutinizing of votes; the on-site voting results Announced by the moderator of the meeting.

7. company hired Guangdong Xinda law firm lawyers to attend the shareholders' meeting, and issued legal opinions.

8. shareholders (or shareholders' representatives) shall earnestly perform their legal obligations when attending the general meeting of shareholders. After the meeting, please put the mobile phone ringtone in a silent state, respect and safeguard the legitimate rights and interests of other shareholders, and ensure the normal order of the meeting. The company has the right to take necessary measures to stop acts that interfere with the order of the general meeting of shareholders, stir up trouble and infringe upon the legitimate rights and interests of other shareholders, and report to the relevant departments for investigation and punishment.

The expenses incurred by 9. shareholders (or shareholders' representatives) attending this general meeting of shareholders shall be borne by the shareholders themselves, and the company will not provide any gifts or souvenirs during the meeting.

Guangdong Jiayuan Technology Co., Ltd.

Agenda for the Third Extraordinary General Meeting of Shareholders in 2024

Basic information of the 1. meeting

(I) on-site meeting time: 14: 30 p. m. on July 4, 2024 (Thursday).

(II) venue: conference room on the first floor of the office building of Guangdong jiayuan technology co., ltd., wenshe village, yanyang town, meixian district, Meizhou city, Guangdong province.

(III) network voting system, start and end dates and voting time:

Network voting system: Shanghai Stock Exchange shareholders' meeting network voting system.

Starting and ending time of online voting: from July 4, 2024 to July 4, 2024.

Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time period on the day of the shareholders' meeting, that is, 9:15-9:25,9:30-11:30,13:00-15:00; the voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders' meeting.

(IV) Convenor: Board of Directors of Guangdong Jiayuan Technology Co., Ltd.

(V) moderator: Mr. Liao Pingyuan, chairman of the board.

2. meeting agenda:

(I) participants to sign in, receive meeting materials and register their speeches.

The (II) moderator opened the meeting.

(III) host announced on-site meeting attendance.

(IV) elects scrutineers and tellers.

(V) consideration of the motion:

1. Consideration of the "Proposal on the Board of Directors to Propose a Downward Amendment to the Conversion Price of" Jiayuan Convertible Bonds ".

(VI) for the shareholders' meeting to consider the motion, shareholders and questions.

Shareholders are (VII) to vote on the motion of the meeting.

(VIII) adjourned and counted the results of on-site and online voting.

The (IX) resumed and the host announced the results of the on-site and online voting.

(X) moderator read the resolution of the general meeting of shareholders.

(11) The lawyer reads the legal opinion.

(12) To sign the meeting documents.

(13) The presiding officer declares the meeting closed.

Bill 1:

Consideration of the Proposal of the Board of Directors to Amend the Conversion Price of "Jiayuan Convertible Bonds" Downward

Shareholders and shareholder representatives:

In order to support the long-term and steady development of the company and fully safeguard the rights and interests of investors, the board of directors of the company proposed to revise the conversion price of "Jiayuan convertible bonds" downward, At the same time, the general meeting of shareholders is requested to authorize the board of directors to handle matters related to the downward revision of the conversion price of convertible corporate bonds in accordance with the relevant provisions of the prospectus for the issuance of convertible corporate bonds by Guangdong Jiayuan Technology Co., Ltd, this includes, but is not limited to, the determination of the conversion price, the effective date and other necessary matters after this amendment, and the full authority to go through the relevant formalities. The authorization is valid from the date of approval by the general meeting of shareholders to the date of completion of the work related to this amendment.

Overview of the Listing and Issuance of 1. Convertible Bonds

Permitted by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") [2021] 〕

No. 180 agreed to register, and the company issued 12.4 million copies to unspecified objects on February 23, 2021.

Conversion of corporate bonds, each with a face value of 100 yuan and a total issue of 1,240 million yuan. This issue can be transferred.

The term of the exchange bonds is six years from the date of issue, I .e. from 23 February 2021 to February 2027.

22. The coupon rate is 0.4 per cent in the first year, 0.6 per cent in the second year, 1.0 per cent in the third year, 1.5 per cent in the fourth year, and per cent in the fourth year.

2.5 per cent in five years and 3.0 per cent in the sixth year.

By the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") self-regulatory decision [2021] No. 103

Wen agreed that the company's 1,240 million yuan convertible corporate bonds will be on the Shanghai Stock Exchange from March 15, 2021.

Listed for trading, the bond is referred to as "Jiayuan Convertible Bond" and the bond code is "118000".

Previous Adjustments to the Conversion Price of 2. Convertible Bonds

According to the provisions of the Prospectus, the convertible bonds issued by the Company to unspecified objects "Jia

Yuan convertible bonds "can be converted into shares of the company from September 1, 2021, and the conversion period is September 1, 2021.

From February 22, 2027, the initial conversion price is 78.99 yuan/share. Previous conversion prices of "Jiayuan convertible bonds"

The grid adjustment is as follows:

(1) As a result of the Company's implementation of the 2020 equity distribution plan, the conversion price from May 6, 2021

Adjusted to 78.74 yuan/share. For details, please refer to the website of the Shanghai Stock Exchange on April 27, 2021.

(www.sse.com.cn) Disclosure of "Guangdong Jiayuan Technology Co.

Announcement on the Distribution of Adjustments to the Conversion Price of Convertible Bonds (Announcement No. 2021-046).

(2) As a result of the Company's implementation of the 2021 equity distribution plan, the conversion price from May 6, 2022

Adjusted to 78.03 yuan/share. For details, please refer to the website of the Shanghai Stock Exchange on April 26, 2022.

(www.sse.com.cn) Disclosure of the "Announcement of Guangdong Jiayuan Technology Co., Ltd. on the Adjustment of the Conversion Price of Convertible Bonds for the 2021 Annual Equity Distribution" (Announcement No. 2022-054).

(3) As the Company completed the issuance of shares to specific targets in 2021 on October 20, 2022 (

Hereinafter referred to as "this issue") of the share registration procedures, the number of shares issued this time is 70,257,493 shares, the source of the shares is the issuance of shares to a specific object, after the completion of the registration of the issue of shares, the total share capital of the company from 234,198,073 shares to 304,455,566 shares, so the "Jiayuan convertible bond" conversion price is adjusted to 71.22 yuan/share, specific

For details, please refer to the "Guang" disclosed by the Company on the SSE website (www.sse.com.cn) on October 25, 2022.

Announcement of Dongjiayuan Technology Co., Ltd. on the Adjustment of the Conversion Price of Convertible Bonds "Jiayuan Convertible Bonds" (Announcement No. 2022-114).

(4) As a result of the Company's implementation of the 2022 equity distribution plan, the conversion price from May 26, 2023

From 71.22 yuan/share to 50.48 yuan/share, see the company on May 20, 2023

Announcement of Guangdong Jiayuan Technology Co., Ltd. on Adjusting the Conversion Price of Convertible Bonds for Annual Equity Distribution in 2022 (Announcement No. 2023-039) disclosed on the website of the Stock Exchange (www.sse.com.cn).

3. convertible bond conversion price downward amendment clause

According to the Prospectus, the terms of the downward revision of the conversion price of the "Jiayuan Convertible Bonds" are as follows:

(I) Amendment Authority and Amendment Range

During the duration of the convertible bonds issued, when the closing price of the Company's shares on at least 15 of any 30 consecutive trading days is less than 85% of the current conversion price, the Board of Directors of the Company has the right to propose a downward revision of the conversion price and submit it to the Company's general meeting of shareholders for consideration and voting.

The above plan shall be approved by more than 2/3 of the voting rights held by the shareholders present at the meeting. When voting at the general meeting of shareholders, the shareholders holding the convertible corporate bonds issued this time shall recuse themselves. The revised conversion price shall not be lower than the average trading price of the Company's shares on the twenty trading days prior to the date of this shareholders' meeting and the average trading price of the Company's shares on the previous trading day.

If a conversion price adjustment has occurred within the aforementioned thirty trading days, the conversion price and closing price will be calculated on the trading day prior to the conversion price adjustment date, and on the trading day after the conversion price adjustment date, the adjusted conversion price and closing price will be calculated.

(II) Correction Procedure

If the company decides to revise the conversion price downward, the company will be on the Shanghai Stock Exchange website.Station

(www.sse.com.cn) or other information disclosure media designated by the CSRC to publish relevant announcements, such as the extent of the amendment, the date of registration of shares and the period of suspension of conversion (if required). Resumption of conversion applications and execution of the revised conversion price commencing on the first trading day after the share record date (I. e., the conversion price revision date). If the date of revision of the conversion price is on or after the date of application for conversion and before the date of registration of the converted shares, the application for such conversion shall be executed at the revised conversion price.

From May 28, 2024 to June 18, 2024, the company's stock has appeared in any consecutive

The closing price of at least 15 of the 30 trading days is lower than 85% of the current conversion price (50.48 yuan/share) (I. e. 42.91 yuan/share), which has triggered the downward revision clause of the conversion price of "Jiayuan convertible bonds.

4. this conversion price adjustment

In order to support the long-term and stable development of the company and safeguard the interests of all investors, the board of directors proposed to revise the conversion price of "Jiayuan convertible bonds" downward. The conversion price of "Jiayuan convertible bonds" after the downward revision should not be lower than the higher of the average price of the company's stock trading on the 20 trading days before the third extraordinary general meeting of shareholders in 2024 and the average price of the company's stock trading on the previous trading day. If any of the above indicators is higher than the conversion price of the "Jiayuan Bond" before the adjustment, the conversion price of the "Jiayuan Bond" does not need to be adjusted.

At the same time, the general meeting of shareholders is requested to authorize the board of directors to handle matters related to the downward revision of the conversion price of convertible corporate bonds in accordance with the relevant provisions of the Prospectus, including but not limited to determining the conversion price, effective date and other necessary matters after the revision, And fully handle relevant procedures. The authorization is valid from the date of approval by the general meeting of shareholders to the date of completion of the work related to this amendment.

It is hereby submitted to the general meeting of shareholders for consideration.

Board of Directors of Guangdong Jiayuan Technology Co., Ltd.

4 July 2024