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Angelalign Technology Inc. — Proxy Solicitation & Information Statement 2026
Apr 23, 2026
51039_rns_2026-04-23_67456aaf-cf2d-4e4b-a157-b38ef2a98a64.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Angelalign Technology Inc., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
ANGELALIGN TECHNOLOGY INC.
時代天使科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6699)
(1) PROPOSED GRANT OF ISSUE MANDATE;
(2) PROPOSED GRANT OF REPURCHASE MANDATE;
(3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(4) PROPOSED RE-APPOINTMENT OF THE AUDITOR;
(5) PROPOSED DECLARATION OF THE FINAL DIVIDEND AND SPECIAL DIVIDEND;
(6) PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION; AND
(7) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the "AGM") of Angelalign Technology Inc. to be held at 6/F, Building No. 7, KIC Business Center, No. 500 Zhengli Road, Yangpu District, Shanghai, PRC at 9:00 a.m. on Tuesday, May 19, 2026 is set out on pages 21 to 27 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.angelalign.com).
Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of AGM (i.e. before 9:00 a.m. on Sunday, May 17, 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the AGM (or any adjournment thereof) if they so wish. In such event, the form of proxy shall be deemed to be revoked.
April 24, 2026
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD... 4
Introduction... 4
1. Proposed Grant of General Mandate to Issue Shares... 5
2. Proposed Grant of General Mandate to Repurchase Shares... 5
3. Proposed Re-Election of Retiring Directors... 6
4. Proposed Re-Appointment of the Auditor... 7
5. Proposed Declaration of the Final Dividend and Special Dividend... 7
6. Proposed Amendments to the Existing Memorandum and Articles of Association and Adoption of the Third Amended and Restated Memorandum and Articles of Association... 8
7. Closure of Register of Members... 9
8. Notice of Annual General Meeting... 9
9. Form of Proxy... 10
10. Voting by Poll... 10
11. Responsibility Statement... 10
12. Recommendation... 11
APPENDIX I EXPLANATORY STATEMENT... 12
APPENDIX II PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION... 16
APPENDIX III DETAILS OF THE RE-ELECTION DIRECTORS... 18
NOTICE OF ANNUAL GENERAL MEETING... 21
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:
"AGM" or "Annual General Meeting" the annual general meeting of the Company to be held at 6/F, Building No. 7, KIC Business Center, No. 500 Zhengli Road, Yangpu District, Shanghai, PRC at 9:00 a.m. on Tuesday, May 19, 2026, or any adjournment hereof and notice of which is set out on pages 21 to 27 of this circular
"Articles of Association" the articles of association of the Company, as amended from time to time
"Board" the board of directors of the Company
"CareCapital Group" Mr. FENG Dai and the entities controlled by him directly or indirectly for holding interests in the Company under the trade name of CareCapital
"Cayman Companies Act" the Companies Act (As Revised) of the Cayman Islands as amended, supplemented or otherwise modified from time to time
"close associate(s)" has the meaning ascribed thereto under the Listing Rules
"Company" Angelalign Technology Inc. (時代天使科技有限公司), an exempted company incorporated under the laws of Cayman Islands with limited liability on November 29, 2018, the shares of which are listed on the Main Board of the Stock Exchange on the Listing Date
"controlling shareholder" has the meaning ascribed thereto under the Listing Rules
"core connected person(s)" has the meaning ascribed thereto under the Listing Rules
"Director(s)" the director(s) of the Company
"Existing Memorandum and Articles of Association" the second amended and restated memorandum and articles of association of the Company, as adopted and effective on May 26, 2022
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
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DEFINITIONS
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
a general mandate proposed to be granted to the Directors at the AGM to allot, issue and/or deal with Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 10% of the number of issued Shares (excluding treasury Shares) as at the date of passing of the relevant resolution approving such grant
"Latest Practicable Date"
April 15, 2026, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Date"
June 16, 2021, on which the Shares were listed on the Main Board of the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time
"Nomination Committee"
the nomination committee of the Board
"PRC" or "China"
the People's Republic of China excluding Hong Kong, the Macau Special Administrative Region and Taiwan solely for the purpose of this circular
"Proposed Amendments"
the proposed amendments to the Existing Memorandum and Articles of Association, details of which are set out in Appendix II to this circular
"Remuneration Committee"
the remuneration committee of the Board
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the AGM to repurchase Shares not exceeding 10% of the number of the issued Shares (excluding treasury Shares) as at the date of passing of the relevant resolution approving such grant
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time
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DEFINITIONS
| “Share(s)” | ordinary share(s) in the share capital of the Company of US$0.0001 each |
|---|---|
| “Shareholder(s)” | holder(s) of the Shares |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “subsidiary(ies)” | has the meaning ascribed thereto under the Listing Rules |
| “Substantial Shareholder(s)” | has the meaning ascribed thereto under the Listing Rules |
| “Takeovers Code” | the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission in Hong Kong, as amended from time to time |
| “Third Amended and Restated Memorandum and Articles of Association” | the third amended and restated memorandum and articles of association of the Company proposed to be adopted by the Shareholders at the AGM |
| “treasury Shares” | has the meaning ascribed to it under the Listing Rules |
| “US$” | United States dollars, the lawful currency of the United States |
| “%” | per cent |
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LETTER FROM THE BOARD
ANGELALIGN TECHNOLOGY INC.
時代天使科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6699)
Executive Directors:
Mr. FENG Dai (Chairman)
Mr. HU Jiezhang (Chief Executive Officer)
Mr. HUANG Kun
Ms. DONG Li
Independent Non-Executive Directors:
Mr. HAN Xiaojing
Mr. SHI Zi
Mr. ZHOU Hao
Registered office:
Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman KY1-1104
Cayman Islands
Corporate headquarters:
6/F-7/F, Building No. 7, KIC Business Center
No. 500 Zhengli Road
Yangpu District
Shanghai, PRC
Principal Place of Business in Hong Kong:
Room 1920, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay, Hong Kong
April 24, 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF ISSUE MANDATE;
(2) PROPOSED GRANT OF REPURCHASE MANDATE;
(3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(4) PROPOSED RE-APPOINTMENT OF THE AUDITOR;
(5) PROPOSED DECLARATION OF THE FINAL DIVIDEND
AND SPECIAL DIVIDEND;
(6) PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM
AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE
THIRD AMENDED AND RESTATED MEMORANDUM
AND ARTICLES OF ASSOCIATION;
AND
(7) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you the notice of AGM and the following proposals to be put forward at the AGM: (1) grant of the general mandate to issue Shares; (2) grant of the general mandate to repurchase Shares; (3) re-election of the retiring Directors; (4) re-appointment of the auditor; (5) declaration of the final dividend and special dividend; and (6) amendments to the Existing Memorandum and Articles of Association and adoption of the Third Amended and Restated Memorandum and Articles of Association.
LETTER FROM THE BOARD
1. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE SHARES
In order to ensure flexibility and give discretion to the Directors, an ordinary resolution numbered 2 will be proposed at the AGM to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional new Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 10% of the number of issued Shares (excluding treasury Shares) as at the date of passing of the relevant resolution approving such grant.
As at the Latest Practicable Date, 170,896,375 Shares have been issued as fully paid and there is no treasury Shares held by the Company. Subject to the passing of the ordinary resolution numbered 2 at the AGM and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to issue up to a maximum of 17,089,637 Shares under the Issue Mandate.
In addition, subject to a separate approval of the ordinary resolution numbered 3, an ordinary resolution numbered 4 will be proposed at the AGM to approve that the number of Shares repurchased by the Company under the ordinary resolution numbered 3 will also be added to extend the Issue Mandate as mentioned in the ordinary resolution numbered 2 provided that such additional shares (including any sale or transfer of treasury Shares out of treasury) shall represent up to 10% of the number of issued Shares (excluding treasury Shares) as at the date of passing the resolutions in relation to the Issue Mandate and Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.
The Issue Mandate (including the extended Issue Mandate), if granted, shall expire up on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution.
2. PROPOSED GRANT OF GENERAL MANDATE TO REPURCHASE SHARES
In order to ensure flexibility and give discretion to the Directors, an ordinary resolution numbered 3 will be proposed at the AGM to approve the grant of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares (excluding treasury Shares) as at the date of passing of the relevant resolution approving such grant.
As at the Latest Practicable Date, 170,896,375 Shares have been issued as fully paid and there is no treasury Shares held by the Company. Subject to the passing of the ordinary resolution numbered 3 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the AGM, the Company will be able to repurchase up to a maximum number of 17,089,637 Shares under the Repurchase Mandate. The Directors have no immediate plan to exercise the Repurchase Mandate.
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LETTER FROM THE BOARD
The Repurchase Mandate, if granted, shall expire upon the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; and (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.
3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
In accordance with Article 16.19 of the Articles of Association, one-third of the Directors for the time being (or, if their number is not a multiple of three, then the number nearest to, but not less than, one-third) shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. HU Jiezhang and Ms. DONG Li shall retire at the AGM, and, being eligible, offered themselves for re-election at the AGM.
In addition, in accordance with Article 16.2 of the Articles of Association, any Director appointed by the Board shall hold office only until the first annual general meeting of the Company after his/her appointment and shall then be eligible for re-election. As such, Mr. FENG Dai, who was re-designated and appointed by the Board from a non-executive Director to an executive Director with effect from April 23, 2026, shall hold office only until the date of the AGM and shall be eligible for re-election at the AGM.
Based on the foregoing, each of Mr. HU Jiezhang, Ms. DONG Li and Mr. FENG Dai shall retire at the AGM, and, being eligible, offered themselves for re-election at the AGM.
The Nomination Committee has also reviewed and considered each retiring Director's respective experience, skills and knowledge, and recommended to the Board that the re-election of all retiring Directors is proposed for Shareholders' approval at the AGM.
Details of the above retiring Directors who are subject to re-election at the AGM and their contribution to the diversity of the Board and the perspectives, skills and experience of the Board are set out in Appendix III to this circular.
LETTER FROM THE BOARD
4. PROPOSED RE-APPOINTMENT OF THE AUDITOR
In accordance with Article 29.2 of the Articles of Association, PricewaterhouseCoopers will retire as the auditor of the Company at the AGM. PricewaterhouseCoopers has indicated its willingness to be re-appointed as the auditor of the Company for the year following the close of the AGM.
An ordinary resolution will be proposed at the AGM to approve the re-appointment of PricewaterhouseCoopers as the auditor of the Company and authorize the Board to fix the remuneration of the auditor.
5. PROPOSED DECLARATION OF THE FINAL DIVIDEND AND SPECIAL DIVIDEND
The Board has resolved to recommend the payment of a final dividend of HKD0.48 per Share and a special dividend of HKD4.99 per Share (the "Proposed Dividends") for the year ended December 31, 2025 to the Shareholders whose names appear on the register of members of the Company on Thursday, May 28, 2026, being the record date for determining the entitlement of shareholders to the Proposed Dividends, amounting to approximately HK$934.8 million in aggregate, assuming all the Shares underlying the exercised options and all the RSUs granted under the Share Award Schemes are issued, subject to the approval of the Shareholders at the AGM and compliance with the Cayman Companies Act. The Proposed Dividends expected to be paid on or around Monday, June 8, 2026. All treasury shares and repurchased shares pending cancellation, if any, will not receive the Proposed Dividends. The Company will withdraw all repurchased shares from the Central Clearing and Settlement System, and either re-register them in its own name as treasury shares or cancel such repurchased shares, in each case before the record date for the Shareholders' entitlement to the Proposed Dividends.
The Group is committed to creating enhanced returns for our Shareholders. To enable Shareholders to share the benefits of the Group's growth, the Board has adopted a dividend policy which targets a payout ratio of approximately $40\%$ of the Group's net profit attributable to Shareholders for each financial year, subject to the Board's assessment of the Group's financial performance, cash flow position, capital requirements, and future development plans. The dividend policy will be reviewed by the Board on a regular basis.
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LETTER FROM THE BOARD
6. PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF THE THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
Reference is made to the announcement of the Company dated March 3, 2026 in relation to, among other things, the Proposed Amendments to the Existing Memorandum and Articles of Association and adoption of the Third Amended and Restated Memorandum and Articles of Association.
The Board proposed (a) to make certain the Proposed Amendments to the Existing Memorandum and Articles of Association for the purposes of, among other things, (i) enabling the Company to allow the Shareholders to have the option to attend and participate at general meetings of the Company virtually with the use of virtual meeting technology and to cast votes and deliver proxy-related instructions to the Company by electronic means, and making corresponding amendments on the related proceedings and procedures in relation to virtual general meetings of the Company; (ii) enabling the Company to pay any dividend, interest or other sum payable in cash to any Shareholder by wire transfer; (iii) bringing the Existing Memorandum and Articles of Association of Association in line with the latest regulatory requirements in relation to the further expanded paperless listing regime and electronic dissemination of corporate communication by listed issuers and the relevant amendments made to the Listing Rules; and (iv) incorporating certain minor consequential and housekeeping amendments; and (b) to adopt the Third Amended and Restated Memorandum and Articles of Association incorporating and consolidating all the Proposed Amendments, in substitution for, and to the exclusion of, the Existing Memorandum and Articles of Association.
Details of the Proposed Amendments are set out in Appendix II to this circular. A special resolution will be proposed at the AGM to approve the Proposed Amendments and the adoption of the Third Amended and Restated Memorandum and Articles of Association. The Proposed Amendments and the adoption of the Third Amended and Restated Memorandum and Articles of Association shall be subject to the approval of the Shareholders by way of passing a special
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LETTER FROM THE BOARD
resolution at the AGM. The Third Amended and Restated Memorandum and Articles of Association shall become effective immediately upon the passing of such special resolution at the AGM.
The legal advisers to the Company as to Hong Kong laws and Cayman Islands laws have confirmed that the Proposed Amendments comply with the requirements of the Listing Rules and are consistent with the laws of the Cayman Islands, respectively.
The Board considers that the Proposed Amendments are in the interests of the Company and the Shareholders as a whole. The Board confirms that there is nothing unusual about the Proposed Amendments for the Company.
The Proposed Amendments are prepared in the English language. The Chinese translation of the Proposed Amendments is for reference only. In case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.
7. CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, May 14, 2026 to Tuesday, May 19, 2026, both days inclusive, during which period, no share transfers will be registered and the record date will be on Tuesday, May 19, 2026. In order to qualify for attending and voting at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong before 4:30 p.m. on Wednesday, May 13, 2026.
For determining the entitlement to the Proposed Dividends, the register of members of the Company will be closed from Tuesday, May 26, 2026 to Thursday, May 28, 2026, both days inclusive, during which period no share transfers will be registered and the record date will be on Thursday, May 28, 2026. To be qualified for receiving the Proposed Dividends, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Friday, May 22, 2026.
8. NOTICE OF ANNUAL GENERAL MEETING
Set out on pages 21 to 27 of this circular is the notice of the AGM at which, inter alia, (1) ordinary resolutions will be proposed to Shareholders to consider and approve each of the following: (i) grant of the general mandate to issue Shares; (ii) grant of the general mandate to
LETTER FROM THE BOARD
repurchase Shares; (iii) re-election of the retiring Directors; (iv) re-appointment of the auditor; and (v) declaration of the final dividend and special dividend; and (2) a special resolution will be proposed to Shareholders to consider and approve amendments to the Existing Memorandum and Articles of Association and adoption of the Third Amended and Restated Memorandum and Articles of Association.
9. FORM OF PROXY
A form of proxy is enclosed for use at the AGM. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.angelalign.com). Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM (i.e. before 9:00 a.m. on Sunday, May 17, 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof if they so wish. In such event, the form of proxy shall be deemed to be revoked.
10. VOTING BY POLL
As at the Latest Practicable Date, save as disclosed above, to the best of the knowledge, information and belief of the Directors after having made all reasonable inquiries, the unvested Shares held by the trust for the Share Award Schemes shall abstain from voting for all the resolutions herein in accordance with relevant terms and rules of the Share Award Schemes, which is 1,167,284 Shares as of the Latest Practicable Date, and no other Shareholder will be required to abstain from voting at the AGM.
Pursuant to Rule 13.39(4) of the Listing Rules and Article 13.5 of the Articles of Association, at any general meeting a resolution put to the vote of the meeting is to be decided by way of a poll, except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of AGM will be decided by way of a poll.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same way.
An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
11. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries,
LETTER FROM THE BOARD
confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
12. RECOMMENDATION
The Directors consider that each of the proposed resolutions of (1) grant of the general mandate to issue Shares; (2) grant of the general mandate to repurchase Shares; (3) re-election of the retiring Directors; (4) re-appointment of the auditor; (5) declaration of the final dividend and special dividend; and (6) amendments to the Existing Memorandum and Articles of Association and adoption of the Third Amended and Restated Memorandum and Articles of Association, is in the interests of the Group and the Shareholders as a whole. The Directors, therefore, recommend the Shareholders to vote in favor of all the resolutions to be proposed at the AGM.
Yours faithfully
By Order of the Board
Angelalign Technology Inc.
Mr. FENG Dai
Chairman
APPENDIX I
EXPLANATORY STATEMENT
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the Repurchase Mandate:
ISSUED SHARES
As at the Latest Practicable Date, the number of issued Shares was 170,896,375 Shares which have been fully paid and there is no treasury Shares held by the Company. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 17,089,637 Shares which represent 10% of the issued Shares (excluding treasury Shares) as at the date of the AGM, during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in the general meeting of the Company revoking or varying such mandate.
REASONS FOR AND FUNDING OF REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares.
Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
When exercising the Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the share repurchases, resolve to cancel the shares repurchased following settlement of any such repurchases or hold them as treasury Shares. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury Shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands.
For any treasury Shares deposited with Central Clearing and Settlement System ("CCASS") pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury Shares.
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APPENDIX I
EXPLANATORY STATEMENT
Repurchase of the Shares must be financed out of funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. The Cayman Companies Act provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or out of the share premium account or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase subject to and in accordance with the Cayman Companies Act. The amount of premium payable on repurchase may only be paid out of either or both the profits of the Company or out of the share premium account before or at the time the Company's Shares are repurchased in the manner provided for in the Cayman Companies Act.
The Directors would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. There could be adverse impact on the working capital or gearing position of the Company as compared with the positions disclosed in the audited consolidated financial statements of the Company as of December 31, 2025, being the date to which the latest published audited consolidated financial statements of the Company were made up. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels.
GENERAL
To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their respective close associates, as defined in the Listing Rules, currently intends to sell any Shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
No core connected person has notified the Company that he or she has a present intention to sell any Shares to the Company or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.
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APPENDIX I
EXPLANATORY STATEMENT
TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, CareCapital Group was deemed to be interested in 87,168,400 Shares, representing approximately 51.01% in aggregate number of issued Shares. In the event that the Directors should exercise in full the Repurchase Mandate, the shareholding of CareCapital Group in the Company will be increased to approximately 56.67% of the issued Shares, assuming no change in the issued share capital of the Company since the Latest Practicable Date. To the best knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for CareCapital Group to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.
The Listing Rules prohibit a company from making a repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
SHARE REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company in the last six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).
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APPENDIX I
EXPLANATORY STATEMENT
SHARE PRICES
The highest and lowest traded prices for Shares recorded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date were as follows:
| Month | Highest Prices
HK$ | Lowest Prices
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 58.20 | 45.75 |
| May | 57.90 | 47.28 |
| June | 59.50 | 52.10 |
| July | 61.80 | 51.60 |
| August | 77.00 | 54.60 |
| September | 75.26 | 61.60 |
| October | 66.00 | 58.20 |
| November | 70.40 | 59.80 |
| December | 63.00 | 58.40 |
| 2026 | | |
| January | 73.00 | 58.60 |
| February | 78.85 | 66.05 |
| March | 77.45 | 63.80 |
| April (up to the Latest Practicable Date) | 91.85 | 75.00 |
APPENDIX II
PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
The following are the Proposed Amendments to the Existing Memorandum and Articles of Association brought about by the adoption of the Third Amended and Restated Memorandum and Articles of Association. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the Existing Memorandum and Articles of Association.
| Article No. | Proposed amendments (reflecting changes to the Existing Memorandum and Articles of Association) |
|---|---|
| 13.6 | A poll shall (subject as provided in Article 13.7) be taken in such manner (including the use of ballot or voting papers or tickets or by electronic voting) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was taken as the Chairman directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken. |
| 14.10 | The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority, (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the registered office of the Company (or at such other place or in such other manner (including by electronic means) as may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any document sent therewith) not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than 48 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid provided always that the Chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex or cable or facsimile or email confirmation or confirmation by other electronic means from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date named in it as the date of its execution. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked. |
APPENDIX II
PROPOSED AMENDMENTS TO THE
MEMORANDUM AND ARTICLES OF ASSOCIATION
| Article No. | Proposed amendments (reflecting changes to the Existing Memorandum and Articles of Association) |
|---|---|
| 24.23 | Unless otherwise directed by the Board, any dividend, interest or other sum payable in cash to a holder of shares may be paid by wire transfer to the holder or in case of joint holders, to the person whose name stands first in the register in respect of the joint holding or to such person as the holder or joint holders may in writing direct, or by cheque or warrant sent through the post to the registered address of the member entitled, or, in case of joint holders, to the registered address of the person whose name stands first in the register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. Every cheque or warrant so sent shall be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register in respect of such shares and shall be sent at his or their risk, and the payment of any such cheque or warrant by the bank on which it is drawn shall operate as a good discharge to the Company in respect of the dividend and/or bonus represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. |
| 24.24 | The Company may cease sending such cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise its power to cease sending wire transfers or cheques for dividend entitlements or dividend warrants after the first occasion on which such a wire transfer, a cheque or warrant is returned undelivered. |
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APPENDIX III
DETAILS OF THE RE-ELECTION DIRECTORS
The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed to be re-elected at the AGM:
Biographical details and other information of the retiring Directors for re-election are set forth as follows:
Mr. HU Jiezhang (胡杰章), aged 51, is our executive Director, chief executive officer and chief technology officer, and is primarily responsible for the overall strategic planning and daily operations of our Group, including promoting the development of our digital technology. Mr. Hu joined our Group and was appointed as a non-executive Director in December 2020, and was re-designated and appointed as an executive Director, a member of the Remuneration Committee and the chief executive officer with effect from July 2023.
Mr. Hu has served as a venture partner and managing director of CareCapital Advisors Limited, an investor and strategic advisor in oral health, overseeing a portfolio of technology and clinical companies worldwide, and guiding oral heath entrepreneurs and leaders since January 2018. Mr. Hu currently serves as non-executive chairman of Shanghai CareCapital Dental Devices Co., Ltd., a leading distribution group of dental products based out of China. Prior to that, Mr. Hu was a vice president at Zoom Commerce Ltd. from June 2016 to January 2018. Mr. Hu also served as a vice president at Beyondsoft Corporation, a company listed on the Shenzhen Stock Exchange (stock code: 002649), from December 2012 to May 2016. Mr. Hu also worked for several other companies, including served as a vice president at Achievo Information Technology (Shenzhen) Co., Ltd. from May 2007 to November 2012, as a general manager at Guangzhou Jie'ao Computer Technology Co., Ltd. from February 2003 to April 2007, and as a technical director at Zoom Commerce Ltd. from November 1999 to January 2003.
Mr. Hu graduated from Nanjing University with a bachelor's degree in applied physics in July 1995.
Mr. Hu has entered into a service contract with the Company on July 31, 2023 for a fixed term of three years commencing from the date on which the service contract was issued but is subject to the retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association and termination in accordance with his terms. Mr. Hu received emoluments in a total sum of approximately US$0.6 million for the year ended December 31, 2025 for his service as an executive Director, chief executive officer and chief technology officer of the Company. Mr. Hu is also entitled to the reimbursement of all reasonable out-of-pocket expenses properly and reasonably incurred in relation to the business of the Company or in the discharge of his duties as Director. The remuneration payable to Mr. Hu is recommended by the Remuneration Committee and has been determined by the Board with reference to his background, experience, duties and responsibilities with the Company and the prevailing market conditions. The Company shall pay or provide to his such additional benefits as the Board shall in its absolute discretion deem appropriate.
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APPENDIX III
DETAILS OF THE RE-ELECTION DIRECTORS
Ms. DONG Li (董莉), aged 55, is an executive Director and the chief financial officer of the Company. Ms. Dong was first appointed as an independent non-executive Director in May 2021. She was subsequently re-designated as an executive Director and appointed as the chief financial officer with effect from April 2023. She has also served as a member of the Nomination Committee since June 2025.
Ms. Dong currently serves as an independent non-executive director of Yixin Group Limited, a company listed on the Stock Exchange (stock code: 2858), a position she has held since November 2017. She also serves as an independent non-executive director of Bestsenic (Shanghai) Co., Ltd., a company listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange (stock code: 688608), since October 2025. Previously, Ms. Dong served as an independent non-executive director of Telink Semiconductor (Shanghai) Co., Ltd., a company listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange (stock code: 688591), from January 2021 to December 2023. She also served as an independent non-executive director of 58.com Inc., a company formerly listed on the New York Stock Exchange (ticker: WUBA), from April 2020 to September 2020. Prior to joining the Company, Ms. Dong served as chief financial officer and executive director of RDA Microelectronics, Inc., a company formerly listed on NASDAQ (ticker: RDA), from November 2007 to July 2015. Earlier in her career, she held various finance positions at Hewlett-Packard in China from 1992 to 2005, with her final role being Finance Operations Manager of Hewlett-Packard Technology (Shanghai) Co., Ltd.
Ms. Dong obtained a bachelor's degree in economics from Nanjing University of Science and Technology in July 1992. She further obtained a master of business administration (MBA) degree from China Europe International Business School in April 2004. She is an accountant certified by the Ministry of Finance of the PRC since October 1994.
As at the Latest Practicable Date, Ms. Dong was beneficially interested in 1,440,771 Shares. Ms. Dong has entered into a service contract with the Company with effect on April 3, 2026 for a fixed term of three years but is subject to the retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association and termination in accordance with her terms. Ms. Dong received emoluments in a total sum of approximately US$1.9 million for the year ended December 31, 2025 for her service as an executive Director and chief financial officer of the Company. Ms. Dong is also entitled to the reimbursement of all reasonable out-of-pocket expenses properly and reasonably incurred in relation to the business of the Company or in the discharge of her duties as Director. The remuneration payable to Ms. Dong is recommended by the Remuneration Committee and has been determined by the Board with reference to her background, experience, duties and responsibilities with the Company and the prevailing market conditions. The Company shall pay or provide to her such additional benefits as the Board shall in its absolute discretion deem appropriate.
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APPENDIX III
DETAILS OF THE RE-ELECTION DIRECTORS
Mr. FENG Dai (馮岱), aged 50, is our chairman of the Board and re-designated and appointed as an executive Director with effect from April 23, 2026. Mr. Feng is primarily responsible for strategy, corporate governance, risk management and business development of our Group. Mr. Feng joined our Group in May 2012.
Since 2015, Mr. Feng has been a co-founder of CareCapital Advisors, an investor and strategy advisor in oral health innovations, overseeing a portfolio of technology companies, and advising entrepreneurs as well as academic and industry leaders. He also serves as a member of the Board of Fellows of the Harvard School of Dental Medicine, as the Co-Chairman of the International Orthodontic Foundation, and from 2018 to 2023 as a director of the Board of The Forsyth Institute, a leading oral health research organization in Boston. He also served as an independent director for WuXi AppTec Co., Ltd. (無錫藥明康德新藥開發股份有限公司) (stock codes: 2359.HK; 603259. SH) from December 2018 to January 2025 and Sling Group Holdings Limited (stock code: 8285. HK) from December 2017 to August 2024, respectively. He was employed from 2004 to 2014 at Warburg Pincus, a private equity partnership, and served as its partner for healthcare venture and growth investing in Asia. He was previously employed at Goldman Sachs, an investment bank, in various years between 1997 and 2004.
Mr. Feng graduated from Harvard University with a bachelor's degree in engineering sciences in 1997.
Mr. Feng is deemed to be interested in 87,168,400 Shares within the meaning of Part XV of the SFO, by virtue of his control over CareCapital OrthoTech Limited, which holds such Shares. Such interest represents a deemed interest arising from the voting rights attached to the relevant Shares. Mr. Feng has entered into a service contract with the Company on April 23, 2026 for a fixed term of three years commencing from the date on which the service contract was issued but is subject to the retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association and termination in accordance with his terms. Mr. Feng will receive remuneration as an executive Director and is also entitled to the reimbursement of all reasonable out-of-pocket expenses properly and reasonably incurred in relation to the business of the Company or in the discharge of his duties as Director. The remuneration payable to Mr. Feng will be recommended by the Remuneration Committee and determined by the Board with reference to his background, experience, duties and responsibilities with the Company and the prevailing market conditions. The Company shall pay or provide to his such additional benefits as the Board shall in its absolute discretion deem appropriate.
As at the Latest Practicable Date, save as disclosed above, each of the aforementioned Directors for re-election was not interested or deemed to be interest in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
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APPENDIX III
DETAILS OF THE RE-ELECTION DIRECTORS
Save as disclosed above, none of the aforementioned Directors holds any other position with the Company or any other member of the Group, nor has any directorships in other listed public companies in the last three years. In addition, save as disclosed above and in the annual report for the year ended December 31, 2025, none of the aforementioned Directors has any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company.
Save as disclosed in this circular, there is no other matter in relation to the aforementioned Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the aforementioned Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
ANGELALIGN TECHNOLOGY INC.
時代天使科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6699)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of Angelalign Technology Inc. (the “Company”) will be held at 6/F, Building No. 7, KIC Business Center, No. 500 Zhengli Road, Yangpu District, Shanghai, PRC at 9:00 a.m. on Tuesday, May 19, 2026 or at any adjournment thereof for the following purposes:
ORDINARY RESOLUTIONS
To consider and, if thought fit, pass, the following resolutions as ordinary resolutions:
-
To receive and consider the audited financial statements and the reports of directors and of the auditor of the Company for the year ended December 31, 2025.
-
To consider and, if thought fit, pass with or without modification the following resolution as ordinary resolution that:
(i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company (including any sale or transfer of treasury shares out of treasury) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise than pursuant to paragraph (i) of this resolution, otherwise than pursuant to:
(1) any Rights Issue (as defined hereinafter);
(2) the grant or exercise of any option or award under any share scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors of the Company, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for shares or rights to acquire shares;
(3) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company; or
(4) any issue of shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares, shall not exceed the aggregate of:
(a) 10% of the number of issued shares of the Company (excluding treasury shares) as at the date of passing this resolution; and
(b) if the Board is so authorized by the resolutions numbered 3 and 4, the aggregate number of shares of the Company repurchased by the Company subsequent to the passing of the resolution numbered 3 (up to a maximum equivalent to 10% of the number of issued shares of the Company (excluding treasury shares) as at the date of passing the resolution numbered 3),
and the approval shall be limited accordingly; and
(iv) for the purpose of this resolution:
(1) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;
(2) “Rights Issue” means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the directors of the Company to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognized regulatory body or any stock exchange applicable to the Company).
- To consider and, if thought fit, pass with or without modification the following resolution as ordinary resolution that:
(i) subject to paragraph (ii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and which is recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities of the Stock Exchange (the “Listing Rules”), be and is hereby generally and unconditionally approved;
(ii) the aggregate number of the shares to be repurchased pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and
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NOTICE OF ANNUAL GENERAL MEETING
(iv) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
(3) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.
-
To consider and, if thought fit, pass with or without modification the following resolution as ordinary resolution that: conditional upon the resolutions numbered 2 and 3 set out in this notice being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and/or otherwise deal with new shares of the Company (including any sales or transfer of treasury shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the resolution numbered 2 set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the number of the issued shares of the Company repurchased by the Company under the authority granted pursuant to the resolution numbered 3 set out in this notice, provided that such extended amount shall represent up to 10% of the number of issued shares of the Company (excluding treasury shares) as at the date of passing of the said resolutions.
-
(A) To re-elect Mr. HU Jiezhang as an executive director of the Company.
(B) To re-elect Ms. DONG Li as an executive director of the Company.
(C) To re-elect Mr. FENG Dai as an executive director of the Company.
(D) To authorize the board of director to fix the remuneration of the directors of the Company.
-
To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorize the board of directors of the Company to determine the remuneration of the auditor of the Company.
-
(A) To declare the final dividend of HK$0.48 per share of the Company for the year ended December 31, 2025.
(B) To declare the special dividend of HK$4.99 per share of the Company for the year ended December 31, 2025.
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NOTICE OF ANNUAL GENERAL MEETING
SPECIAL RESOLUTION
To consider and, if thought fit, pass the following resolution as a special resolution that:
- “the third amended and restated memorandum and articles of association of the Company (the “Third Amended and Restated Memorandum and Articles of Association”) be and are hereby approved and adopted as new memorandum and articles of association of the Company in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company with immediate effect after the close of the AGM and that any one director or company secretary of the Company be and is hereby authorised to do all things necessary to implement the adoption of the Third Amended and Restated Memorandum and Articles of Association.”
By Order of the Board
Angelalign Technology Inc.
Mr. FENG Dai
Chairman
Hong Kong, April 24, 2026
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NOTICE OF ANNUAL GENERAL MEETING
Notes:
(i) Unless specifically indicated, details of the resolutions are set out in the circular of the Company dated April 24, 2026. Terms used therein shall have the same meanings as defined in the circular.
(ii) A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company.
(iii) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but not less than 48 hours before the time appointed for holding the AGM (i.e. before 9:00 a.m. on Sunday, May 17, 2026) or any adjournment thereof. Return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting if they so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
(iv) All persons who are registered holders of shares of the Company at the close of business (Hong Kong time) on Tuesday, May 19, 2026 will be entitled to attend and vote at the AGM.
(v) Where there are joint holders of any Shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares will alone be entitled to vote in respect thereof.
(vi) The register of members of the Company will be closed from Thursday, May 14, 2026 to Tuesday, May 19, 2026, both days inclusive, in order to determine the eligibility of shareholders to attend and vote at the AGM, during which period no share transfers will be registered and the record date will be on Tuesday, May 19, 2026. To be eligible to attend the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, May 13, 2026.
(vii) The register of members of the Company will be closed from Tuesday, May 26, 2026 to Thursday, May 28, 2026, both days inclusive, in order to determine the entitlement of shareholders to receive the final dividend and special dividend of the Company, during which period no share transfers will be registered and the record date will be on Thursday, May 28, 2026. To qualify for the final dividend and special dividend, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, May 22, 2026.
(viii) Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the AGM.
(ix) In respect of the resolutions numbered 2, 3 and 4 above, the directors of the Company wish to state that they have no immediate plans to repurchase any Shares or issue any new securities pursuant to the relevant mandate.
(x) In respect of the resolution numbered 3 above, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix I to the circular of the Company dated April 24, 2026.
(xi) The resolution numbered 4 will be proposed to the shareholders for approval provided that the resolutions numbered 2 and 3 are passed by the shareholders of the Company.
(xii) With reference to the resolution numbered 5 above, Mr. HU Jiezhang, Ms. DONG Li and Mr. FENG Dai shall retire and being eligible, offered themselves for re-election at the AGM. Details of the above retiring directors are set out in Appendix III to the circular of the Company dated April 24, 2026.
As at the date of this notice, the Board comprises Mr. FENG Dai, Mr. HU Jiezhang, Mr. HUANG Kun and Ms. DONG Li as executive Directors; Mr. HAN Xiaojing, Mr. SHI Zi and Mr. ZHOU Hao as independent non-executive Directors.
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