✉️ What This Document Is 📅

This document is the Notice of the Annual General Meeting of Shareholders (AGM) for JIADE Limited. 📄 It serves as the formal invitation and detailed agenda for the shareholders to vote on major changes concerning the company’s structure and leadership.

👉 The core purpose of this meeting is not just to elect directors, but also to approve massive structural changes to the company's shares and governance rules, particularly a large-scale share consolidation.

The meeting is scheduled for May 4, 2026, at 9:30 a.m. Eastern Time. Shareholders must vote on five main proposals, ranging from electing board members to drastically changing how the company’s stock is structured.

🏢 What The Company Does 🌍

Jiade Limited is a company incorporated in the Cayman Islands, and its business operations appear to be centered in China, with a registered office at the Maples Corporate Services Limited in the Cayman Islands. 🇨🇳 While the filing does not provide a detailed overview of its day-to-day products, it confirms that the company is publicly listed on the Nasdaq Stock Market under the symbol "JDZG."

👉 The fact that the company is highly focused on corporate restructuring proposals (like share consolidation and changing articles) signals that its current priority is ensuring its listing compliance and securing its capital structure.

🏛️ Meeting Logistics and Governance 🤵

The general meeting requires detailed procedures for attendance and voting, which is a critical part of the process. 🗳️ The company is making it easy for shareholders to participate by hosting a hybrid meeting format.

• In-Person Attendance: Attendees can gather at 18/F, Block D, Huirong Plaza, No. 88, Section 3, Jinhua Road, Jinjiang District, Chengdu City, Sichuan Province, People’s Republic of China.
• Remote Attendance: Shareholders can join virtually at www.virtualshareholdermeeting.com/JDZG2026.
• Key Date: Only shareholders holding the Class A ordinary shares and Class B ordinary shares of record by the close of business on April 21, 2026 (the "Record Date") are entitled to vote.

⚠️ Note that a quorum (the minimum number of votes needed to hold the meeting) requires holders of shares representing not less than one-third of all votes attached to all shares in issue.

🧑‍⚖️ Proposal 1: Director Re-election 🎖️

The first proposal addresses corporate governance by seeking to re-elect the five current directors. All five directors recommend their own re-election, meaning the board is seeking continuity in its leadership.

• Board Recommendations: The Board of Directors recommends a vote “FOR” the re-election of all five named directors.
• Director Nominees:
  • Yuan Li (Co-CEO, Director, and Chairman): Has served as Chairman and CEO since June 2023.
  • Xiaohui Li (Co-CEO, Director): An experienced executive in securities and capital management, serving since January 2025.
  • Shuang Qiu (Independent Director): Has extensive experience in investment and management, serving since May 2024.
  • Yi Chen (Independent Director): Has a background in academic and scientific research, serving since March 2026.
  • Shang Wu (Independent Director): Has experience in cultural education and business activities, serving since February 2025.

👉 The strong recommendation from the board to re-elect all directors indicates a desire to maintain stability and the current leadership team.

💰 Proposal 2: Auditor Appointment ✅

This proposal involves confirming the external financial oversight for the company. 🔎 The Board’s audit committee recommends, and the Board concurs, that Enrome LLP be re-appointed as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

• What it means: By approving this, shareholders confirm that Enrome LLP will conduct the annual financial audit, which is necessary for the company to maintain public trust and meet regulatory requirements.
• Oversight: The audit committee stated that even if the appointment is ratified, it retains the discretion to recommend a different firm if it believes that would be in the company’s best interests.

📉 Proposal 3: The Share Consolidation 🔄

This is the most complex and crucial proposal, involving a drastic restructuring of the company’s stock. 🤯 It proposes consolidating all issued and unissued shares (Class A, B, and Preference) at a ratio between not less than 1-for-2 and not greater than 1-for-100.

• The Mechanics: For every 2 to 100 existing shares, the shareholder would receive one "Consolidated Share." The par value of the shares would increase from US$0.0025 to a range of US$0.005 to US$0.25.
• The Purpose (Why it matters): The primary driver is compliance with the Nasdaq Listing Rule 5550(a)(2), which mandates that the company’s Class A ordinary shares must maintain a minimum closing bid price of at least $1.00 per share.
  • Since the closing bid price of the Class A shares has been below $2.00 since March 24, 2026, and given that the company already effected a reverse share split on March 23, 2026, the Board believes a consolidation is needed to prevent a delisting from Nasdaq.
• The Impact: The board believes delisting would negatively impact liquidity and market price. The consolidation is presented as a preventative measure to keep the stock trading efficiently on Nasdaq.

📈 Proposal 4: Increasing Authorized Capital 📐

To support the consolidation and future growth, the company also seeks to dramatically increase the total number of authorized shares, while simultaneously lowering their par value. 📉

• The Change: The authorized share capital of the Company is proposed to be increased from a total of US$50,000 divided into a range of 200,000 to 10,000,000 shares to a new amount of US$50,000 divided into 2,000,000,000 shares.
• The Impact: This change allows the company with "greater flexibility to support future corporate actions," such as issuing stock for future fundraising or employee incentives, without needing immediate, repeated shareholder approvals.

🔗 Proposal 5: Adopting the Third M&A (Memorandum of Association) ⚖️

The final structural proposal involves formally updating the company’s constitutional documents (the Articles and Memorandum of Association). 📜 This adoption is critical because it changes the voting power of a specific share class.

• The Core Change: The proposal changes the voting power of each Class B ordinary share from fifty (50) votes to ninety (90) votes.
• Implication: This alteration to the voting rights structure gives the Class B shares a significantly increased weight in corporate decisions.
• Interdependency: This adoption of the new charter (Third M&A) is subject to occurring after both the Share Consolidation and the Change of Authorized Capital are implemented.

📚 Governance and Share Class Details 📑

The Articles of Association reinforce the complex share structure and voting mechanics. 📑 This section confirms that the company uses three classes of shares: Class A, Class B, and Preference Shares.

• Voting Rights (Crucial Detail): Normally, each Class A Ordinary Share gets one (1) vote, while each Class B Ordinary Share gets ninety (90) votes.
• Conversion Rights: A Class B Ordinary Share can be converted into one (1) Class A Ordinary Share at any time at the holder’s option. Furthermore, the Articles mandate that if a Class B share is transferred or changes ownership to a non-affiliate, it automatically converts into a Class A Ordinary Share.

📅 Key Dates and Contact Information 📞

This section provides essential dates and contact details for shareholders who wish to participate or obtain further documentation.

• Meeting Date: May 4, 2026.
• Record Date (Voting Deadline): April 21, 2026.
• Proxy Materials: Shareholders can obtain the proxy materials from the company's website at ir.sckbkj.com or by emailing [email protected].

---

🧠 The Analogy

Think of the company's shares like a collection of different-sized coins. 🪙 The consolidation process is like taking dozens of small, low-denomination coins (the old shares) and melting them down to create a smaller number of large, higher-value coins (the consolidated shares). This process doesn't change your overall spending power (your investment's proportional value), but it makes the "currency" easier for the local store (Nasdaq) to accept and trade, thereby keeping the price stable.

🧩 Final Takeaway

JIADE Limited is undergoing a major structural overhaul driven by Nasdaq listing rules. The shareholder vote must approve a massive share consolidation and changes to the company's articles of association, fundamentally altering the number and voting power of its shares to maintain continuous listing and market liquidity.