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APT Electronics Co., Ltd. AGM Information 2026
50666_rns_2026-05-06_cc8b9154-3891-4e22-8e12-4ce4326ec6a6.pdf
AGM Information
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
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 advisers.
If you have sold or transferred all your shares in APT Electronics Co., Ltd., you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).
APT Electronics Co., Ltd.
廣東晶科電子股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2551)
(1) 2025 REPORT OF THE BOARD
(2) 2025 REPORT OF THE SUPERVISORY COMMITTEE
(3) 2025 ANNUAL REPORT
(4) AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2025
(5) 2025 PROFIT DISTRIBUTION PROPOSAL
(6) RENEWAL OF ENGAGEMENT OF AUDITOR FOR THE YEAR 2026
(7) APPLICATION TO BANKS FOR COMPREHENSIVE CREDIT LINES AND PROVISION OF GUARANTEES IN 2026
AND
NOTICE OF 2025 ANNUAL GENERAL MEETING
The AGM of the Company will be held at 10:00 a.m. on May 28, 2026 at No. 2 Zhengxiang Road, Wanqingsha, Nansha District, Guangzhou, Guangdong Province, PRC. A notice convening the AGM is set out on pages 32 to 34 of this circular.
The form of proxy for use at the AGM is enclosed herewith and also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.apt-hk.com).
Whether or not you are able to attend the AGM, you are requested to complete, sign and return the form of proxy in accordance with the instructions printed thereon and return it to (i) the Company's registered office, headquarters and principal place of business in the PRC at No. 33, Huanshi Road South, Nansha District, Guangzhou, Guangdong Province, the PRC (for Domestic Unlisted Shares holders) or (ii) the Company's H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shares holders) as soon as possible and in any event not less than twenty-four (24) hours before the time appointed for the holding of the AGM or any adjournment(s) thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment(s) thereof should you so wish. For avoidance of doubt, holder of treasury shares, if any, shall abstain from voting on matters that require Shareholders' approval as required under the Listing Rules.
May 6, 2026
TABLE OF CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD... 4
APPENDIX I — 2025 REPORT OF THE BOARD... 11
APPENDIX II — 2025 REPORT OF THE SUPERVISORY COMMITTEE... 27
APPENDIX III — APPLICATION TO THE BANK FOR COMPREHENSIVE
CREDIT LINES AND PROVISION OF GUARANTEES
IN 2026... 31
NOTICE OF 2025 ANNUAL GENERAL MEETING... 32
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" or "Annual General Meeting"
the 2025 annual general meeting of the Company to be held at No. 2 Zhengxiang Road, Wanqingsha, Nansha District, Guangzhou, Guangdong Province, PRC on Thursday, May 28, 2026 at 10:00 a.m. or any adjournment thereof, the notice of which is set out on pages 32 to 34 of this circular
"Articles" or "Articles of Association"
the articles of association of the Company, as amended, supplemented or otherwise modified from time to time
"Board" or "Board of Directors"
the board of Directors
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"China" or "PRC"
the People's Republic of China, but for the purpose of this circular and for geographical reference only and except where the context requires, do not apply to Hong Kong, Macau Special Administrative Region and Taiwan, China
"China Securities Regulatory Commission"
the China Securities Regulatory Commission (CSRC), a national regulatory body responsible for overseeing and regulating the securities and futures markets in PRC
"Company"
APT Electronics Co., Ltd. (廣東晶科電子股份有限公司), a joint stock company with limited liability established in the PRC, and the H Shares of which are listed on the Stock Exchange (stock code: 2551)
"Director(s)"
the director(s) of the Company
"Domestic Unlisted Share(s)"
ordinary share(s) issued by the Company with nominal value of RMB1.00 each, which is/are subscribed for or credited as paid in RMB and not listed on any stock exchange
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DEFINITIONS
| “Group” | the Company and its subsidiaries (or our Company and any one or more of its subsidiaries, as the context may require) |
|---|---|
| “H Share(s)” | overseas listed foreign ordinary shares in the share capital of our Company with nominal value of RMB1.00 each, which are subscribed and traded in HK dollars and are listed on the Stock Exchange |
| “H Share Registrar” | Computershare Hong Kong Investor Services Limited |
| “HKSCC” | Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Hong Kong Dollars” or “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong Stock Exchange” or “Stock Exchange” | The Stock Exchange of Hong Kong Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited |
| “Listing Date” | November 8, 2024, on which our H Shares were listed and from which dealings therein were first permitted to take place on the Hong Kong Stock Exchange |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time |
| “PRC Company Law” | the Company Law of the People’s Republic of China |
| “PRC Securities Law” | the Securities Law of the People’s Republic of China |
| “RMB or Renminbi” | Renminbi, the lawful currency of the PRC |
| “Share(s)” | ordinary share(s) in the capital of our Company with a nominal value of RMB1.00 each |
- 2 -
- 3 -
DEFINITIONS
"Shareholder(s)" the holder(s) of the Share(s)
"Supervisor(s)" the supervisor(s) of the Company
"Supervisory Committee" the supervisory committee of the Company
"Takeovers Code" The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or otherwise modified from time to time
"treasury shares" has the meaning ascribed to it under the Listing Rules
"%" per cent
In this document, the terms "associate," "close associate," "connected person," "core connected person," "connected transaction" and "substantial shareholder" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.
Certain amounts and percentage figures included in this document have been subject to rounding.
For ease of reference, the names of the PRC established companies or entities, laws or regulations have been included in this document in both the Chinese and English languages and in the event of any inconsistency, the Chinese versions shall prevail.
LETTER FROM THE BOARD
APT Electronics Co., Ltd.
廣東晶科電子股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2551)
Executive Directors:
Mr. XIAO Guowei David
(Chairperson and chief strategic officer)
Mr. HOU Yu
Non-executive Directors:
Mr. CHAN Philip Ching Ho
Mr. YUAN Lie Ming Peter
Mr. HUANG Guansheng
Independent Non-executive Directors:
Ms. ZHANG He
Ms. LIN Nan
Ms. DING Hui
Mr. CHAN Chi Kong
Registered Office,
Headquarters and Principal Place
of Business in the PRC:
No. 33, Huanshi Road South
Nansha District, Guangzhou
Guangdong Province, PRC
Principal Place of Business in Hong Kong:
Unit 322, 3/F
19W, Science Park West Avenue
Hong Kong Science Park
Pak Shek Kok
New Territories
Hong Kong
May 6, 2026
To the Shareholders
Dear Sir or Madam,
(1) 2025 REPORT OF THE BOARD
(2) 2025 REPORT OF THE SUPERVISORY COMMITTEE
(3) 2025 ANNUAL REPORT
(4) AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2025
(5) 2025 PROFIT DISTRIBUTION PROPOSAL
(6) RENEWAL OF ENGAGEMENT OF AUDITOR FOR THE YEAR 2026
(7) APPLICATION TO BANKS FOR COMPREHENSIVE CREDIT LINES AND
PROVISION OF GUARANTEES IN 2026
AND
NOTICE OF 2025 ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide you with the notice of the AGM (set out on pages 32 to 34 of this circular) and provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions proposed at the AGM.
At the AGM, the following resolutions will be proposed to consider, and if thought fit, approve the following:
Ordinary Resolutions
(1) the report of the Board of Directors for the year 2025 (the “2025 Report of the Board”);
(2) the report of the Supervisory Committee for the year 2025 (the “2025 Report of the Supervisory Committee”);
(3) the annual report of the Group for year ended December 31, 2025 (the “2025 Annual Report”);
(4) the audited consolidated financial statements of the Group and Independent Auditor’s Report for the year ended December 31, 2025 (the “2025 Audited Financial Statements”);
(5) the annual profit distribution proposal of the Company for the year 2025 (the “2025 Annual Profit Distribution Proposal”); and
(6) the proposal on renewal of engagement of auditor for the year 2026.
Special Resolution
(7) the proposal regarding application to banks for comprehensive credit lines and provision of guarantees in 2026.
LETTER FROM THE BOARD
ORDINARY RESOLUTIONS
1. 2025 Report of the Board
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Report of the Board. Details of the 2025 Report of the Board are set out in Appendix I to this circular.
The 2025 Report of the Board was considered and approved by the Board on March 25, 2026 and is hereby proposed at the AGM for consideration and approval.
2. 2025 Report of the Supervisory Committee
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Report of the Supervisory Committee. Details of the 2025 Report of the Supervisory Committee are set out in Appendix II to this circular.
The 2025 Report of the Supervisory Committee was considered and approved by the Supervisory Committee on March 25, 2026 and is hereby proposed at the AGM for consideration and approval.
3. 2025 Annual Report
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Annual Report. The 2025 Annual Report was published on the websites of the Stock Exchange (https://www.hkexnews.hk) and the Company (https://www.apt-hk.com).
The 2025 Annual Report was considered and approved by the Board on March 25, 2026 and is hereby proposed at the AGM for consideration and approval.
4. 2025 Audited Financial Statements
An ordinary resolution will be proposed at the AGM to consider and approve the audited consolidated financial statements for the year ended December 31, 2025, the full text of which is set out in the 2025 Annual Report.
The 2025 Audited Financial Statements was considered and approved by the Board on March 25, 2026 and is hereby proposed at the AGM for consideration and approval.
LETTER FROM THE BOARD
5. 2025 Annual Profit Distribution Proposal
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Annual Profit Distribution Proposal.
The Board has resolved to distribute a final dividend of RMB0.40 (tax inclusive) per 10 ordinary Shares, equivalent to an aggregate amount of RMB21.49 million, for the year ended December 31, 2025 to the Shareholders as of the record date for dividend distribution, subject to the approval at the AGM. Based on the Company’s total share capital of 537,146,709 Shares as of December 31, 2025 (excluding treasury shares, if any), the total cash dividends payable amount to RMB21,485,868.36 (tax inclusive). The profit distribution will not carry out any distribution by way of bonus shares or conversion of capital surplus into share capital.
Such final dividend once approved upon conclusion at the AGM, is expected to be paid and distributed in cash by Monday, August 31, 2026. The proposed final dividend is declared in Renminbi and will be paid in Hong Kong dollars to the holders of H Shares. The final dividend payable in Hong Kong dollars will be converted from Renminbi at the average exchange rate of Renminbi to Hong Kong dollars as published by the People’s Bank of China for the five business days prior to the AGM. The final dividend payable to the holders of Domestic Unlisted Shares will be paid in Renminbi.
The 2025 Annual Profit Distribution Proposal was considered and approved by the Board on March 25, 2026 and is hereby proposed at the AGM for consideration and approval.
6. Renewal of Engagement of Auditor for the Year 2026
An ordinary resolution will be proposed at the AGM to consider and approve the proposal on renewal of engagement of auditor for the year 2026.
The Board proposed that Ernst & Young be re-appointed as the auditor of the Company for the year 2026, with a term of service commencing from the date of approval at the Annual General Meeting until the conclusion of the next annual general meeting of the Company. Meanwhile, after taking into account factors such as the Company’s business situation, expected audit scope, audit timetable and audit resources, the audit fee for the auditor for the year 2026 shall not exceed RMB1.85 million, and the Board requests the AGM to authorise the Board to determine the specific fee.
The aforesaid resolution was considered and approved by the Board on March 25, 2026 and is hereby proposed at the AGM for consideration and approval.
LETTER FROM THE BOARD
SPECIAL RESOLUTION
7. Application to Banks for Comprehensive Credit Lines and Provision of Guarantees in 2026
A special resolution will be proposed at the AGM to consider and approve the resolution regarding application to banks for comprehensive credit lines and provision of guarantees to subsidiaries in 2026. Details of the aforesaid proposal regarding the application to banks for comprehensive credit lines and provision of guarantees to subsidiaries in 2026 are set out in Appendix III to this circular.
In accordance with the applicable laws and regulations of the PRC, the aforesaid resolution shall be proposed as a special resolution at the general meeting of the Company for consideration by the Shareholders.
The aforesaid resolution was considered and approved by the Board on March 25, 2026 and is hereby proposed at the AGM for consideration and approval.
AGM AND WAY OF VOTING
(1) THE AGM
The AGM will be held at No. 2 Zhengxiang Road, Wanqingsha, Nansha District, Guangzhou, Guangdong Province, PRC on Thursday, May 28, 2026 at 10:00 a.m.. Notice convening the AGM is set out on pages 32 to 34 of this circular and published on the websites of the Stock Exchange (https://www.hkexnews.hk) and of the Company (https://www.apt-hk.com).
(2) CLOSURE OF REGISTER OF MEMBERS
For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Friday, May 22, 2026 to Thursday, May 28, 2026, both days inclusive, during which period no transfer of Shares can be registered. Shareholders whose names appear on the register of members of the Company on Thursday, May 28, 2026 are entitled to attend and vote in respect of all resolutions to be proposed at the AGM. In order to qualify to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, May 21, 2026.
LETTER FROM THE BOARD
(3) FORM OF PROXY
A form of proxy for use at the AGM is enclosed. Such form of proxy is also published on the website of the Stock Exchange (https://www.hkexnews.hk) and of the Company (https://www.apt-hk.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 (i) the Company's registered office, headquarters and principal place of business in the PRC at No. 33, Huanshi Road South, Nansha District, Guangzhou, Guangdong Province, the PRC (for Domestic Unlisted Shares holders) or (ii) the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shares holders) as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the AGM or any adjournment thereof if they so wish and in such event, the proxy form shall be deemed to be revoked. For avoidance of doubt, holder of treasury shares, if any, shall abstain from voting on matters that require Shareholders' approval as required under the Listing Rules.
(4) VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, apart from certain exceptions, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, 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. As the proposed resolutions do not relate purely to a procedural or administrative matter, accordingly, the chairman of the AGM will exercise his power under the Listing Rules to demand each of the resolutions set out in the notice of AGM to be taken by way of poll.
On a poll, every Shareholder present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy, shall have one vote for each share registered in his name in the register. A Shareholder entitled to more than one vote is under no obligation to cast all his votes in the same way.
To the best of the Directors' knowledge, information and belief, none of the Shareholders are required to abstain from voting at the AGM.
The announcement of the poll results of the AGM will be published on the website of the Stock Exchange (https://www.hkexnews.hk) and of the Company (https://www.apt-hk.com), respectively, after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
LETTER FROM THE BOARD
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, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Board (including independent non-executive Directors) considers that all the proposed resolutions at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board therefore recommends the Shareholders to vote in favour of all the ordinary and special resolutions to be proposed at the AGM.
The Directors would also like to draw your attention to the additional information set out in the appendices to this circular.
By order of the Board
APT Electronics Co., Ltd.
XIAO Guowei David
Chairperson of the Board
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APPENDIX I
2025 REPORT OF THE BOARD
2025 REPORT OF THE BOARD
In 2025, in strict compliance with the requirements of the PRC Company Law, the PRC Securities Law and other laws and regulations, as well as all requirements of the China Securities Regulatory Commission and the Articles of Association, the Board of the APT Electronics Co., Ltd. (the "Company") carried out its work and implemented all resolutions passed at the Shareholders' meetings in a conscientious and diligent manner, ensuring the effective operation and steady development of the Company. The main work of the Board in 2025 is now reported as follows:
I. Operations of the Company in the Year 2025
The year of 2025 was a year filled with both challenges and opportunities for APT Electronics. Amidst continued global economic volatility, China's automotive industry has entered a period of adjustment driven by the new energy transition and globalized competition. Price wars were transmitted along the supply chain, placing temporary pressure on the automotive lamp industry. Meanwhile, the advanced display and high-end lighting sectors embraced structural development opportunities fueled by technological iteration and escalating demand. As a leading provider of intelligent vision products and system solutions integrating "LED+" technologies in China, APT Electronics adhered to its original innovation commitment. Anchored in its three core businesses—intelligent automotive vision, high-end lighting, and advanced display, the Company leveraged its advantages in full industry chain vertical integration to navigate industry cycles and solidify its development foundation through structural optimization.
In 2025, the Group achieved a revenue of RMB2.43 billion, representing a year-on-year decrease of 6%; the net profit was RMB62 million, representing a year-on-year decrease of 41%; the proportions of the three core businesses - intelligent automotive vision products, advanced display products, and high-end lighting products were 41%, 32%, and 27% respectively. The declines in operating revenue and net profit were mainly attributable to the decrease in the average selling price of lamp sales due to intense competition in the automotive industry, as well as the increase in relevant expenses incurred by the Group for the investment and construction of the headquarters and research and development base of Lynway Vision (Guangzhou) in the Greater Bay Area.
Amidst an industry transformation, we have consistently maintained strategic focus, promoting stable and sustainable business development. In the intelligent automotive vision segment, despite the impact of declining prices of automotive lamps, the automotive-grade device and module business achieved substantial order growth driven by our technological advantages, becoming a key growth engine. The headquarters and research and development base of Lynway Vision (Guangzhou) in the Greater Bay Area are under steady construction, solidifying the
APPENDIX I
2025 REPORT OF THE BOARD
foundation for capturing the high-end intelligent vehicle market. The advanced display business achieved steady growth by capitalizing on market momentum, with production capacity from the Mini LED project continuing to ramp up. The mass production yield rate for RGB Mini LED processes remained among the highest in the industry. Joint R&D projects with the Hisense Group progressed steadily, and our technology layout continued to deepen. The high-end lighting business adhered to its high-value-added segment, with horticultural lighting products maintaining internationally leading photoelectric conversion efficiency, serving as a bedrock of operational stability for the Group.
In terms of key R&D directions, the Group will continue to focus on its main business areas oriented towards intelligent vision products and systems, and strengthen innovative research and development of related product technologies:
(1) Intelligent automotive vision products: focusing on the demands of autonomous driving and intelligent vehicles, we will research and develop a series of core components and technologies for intelligent automotive lamps and automotive displays, including: intelligent projection headlamp systems with ten-thousand-level pixel high definition (HD) capacity based on Micro LED, platform-based headlamp ADB lens modules, intelligent interactive signal display devices/modules/systems for automotive applications, high-power, high-brightness LED devices and modules for automotive headlamp applications, and new automotive display backlight LED devices and modules; (2) High-end lighting products: focusing on the research and development of high-reliability, high-brightness, high-power LED devices for outdoor, horticultural and special lighting applications, as well as LED modules and application solutions for special lighting and intelligent lighting; and (3) Advanced display products: focusing on the research and development of Mini LED and RGB Mini LED backlight advanced display products and application solutions based on large-size display panels, Micro LED technology for AI display applications and AR+AI glasses display modules, LED backlight devices and module products with dynamic dimming function, and new RGB backlight LED device and module technologies and products.
In terms of operation management, the Group will comprehensively promote the in-depth application of Artificial Intelligence (AI) across the entire process, including product technology R&D, production manufacturing, and operation management, continuously strengthening the construction of intelligent manufacturing capabilities. The Group adopts advanced data systems for full-process management and control of all production elements such as personnel, machines, materials, methods and conditions, so as to ensure the consistency and stability of product manufacturing. Simultaneously, AI tools are utilized for in-depth analysis of production data to continuously optimize production processes, enhance product traceability efficiency, and improve the overall manufacturing yield rate. The Group is currently leveraging AI technology to build an intelligent agent cluster platform for the intelligent automotive vision sector. By integrating
APPENDIX I
2025 REPORT OF THE BOARD
multiple business-specific intelligent agents covering the entire product chain from R&D to production to quality inspection, this will inject strong momentum into the Company's long-term development.
In terms of extending the industrial ecosystem, the Group will further strategically position itself within the "third-generation semiconductor" industry cluster, aiming to provide core support for business expansion into key application scenarios such as new energy vehicles, advanced displays, photovoltaics, energy storage, and AI data centers. This will enrich the Group's product structure, facilitate collaborative development with customers, and foster an ecosystem clustering effect across the upstream and downstream industry chains. During the Reporting Period, the Group participated in subscribing to the Hong Kong IPO shares of CaoCao Inc., strengthening capital synergy in the new energy mobility scenario. It also jointly established the "Ma'anshan Zhongsong Jingchuang Fund", focusing on cutting-edge fields such as semiconductors, artificial intelligence, and automotive electronics. In February 2026, the Group cooperated with the Guangzhou Industrial and Information Development Fund and municipal and district-level state-owned capital platforms to establish a fund investing in the semiconductor and integrated circuit sector, which will establish a collaborative mechanism characterized by "government guidance, market-oriented operation, and industry traction". By using capital as a link to secure high-quality industry chain resources, the Company is constructing a "technology + industry + capital" trinity sustainable development model which will assist the Group in achieving long-term high-quality development and creating greater value returns for shareholders.
II. Daily Work of the Board
The Board currently consists of 9 Directors, of which Mr. HOU Yu, an executive Director, and Mr. HUANG Guansheng, a non-executive Director, are newly appointed Directors in the current year. The Board currently has 4 independent non-executive Directors, accounting for more than one-third of all Directors. The Board has established four special committees, including the Strategy Committee, the Audit Committee, the Remuneration and Appraisal Committee and the Nomination Committee. With reference to the relevant regulations governing listed companies, the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and other laws and regulations, as well as all requirements of the China Securities Regulatory Commission, the Board has actively carried out its work by enhancing a series of rules and regulations, strengthening the oversight of decision-making, performance evaluation and incentives, thereby ensuring the effective corporate governance to support the successful business operations of the Company.
APPENDIX I
2025 REPORT OF THE BOARD
(I) Convening of Board Meetings
In 2025, the Company held a total of 6 Board meetings. The convening and conduct procedures of all meetings complied with the Company Law of the People's Republic of China and other relevant laws, administrative regulations, departmental rules, normative documents and the Articles of Association. The convening of the Board meetings is set out below:
| Sessions of meetings | Notice time | Convening time | Proposal |
|---|---|---|---|
| Fifteenth meeting of the third session | 2025.1.20 | 2025.1.23 | 1. Proposal on Confirming the Performance Assessment Results of the Partners of Guangzhou Jingling Investment Partnership (Limited Partnership) |
| 2. Proposal on Revising the Annual Cap for the Continuing Connected Transactions in Respect of Annual Purchases between the Company and Geely Group for the Years 2024–2026 | |||
| Sixteenth meeting of the third session | 2025.3.5 | 2025.3.18 | 1. Proposal to Receive the Report of the Audit Committee |
| 2. Proposal to Receive the Report of the Nomination Committee | |||
| 3. Proposal to Receive the Report of the Remuneration and Appraisal Committee | |||
| 4. Proposal to Receive the Report of the Strategy Committee | |||
| 5. Proposal Regarding the Report of the Board for the Year 2024 | |||
| 6. Proposal to Review and Approve the Audited Consolidated Financial Statements and the Report of the Independent Auditor of the Group for the Year Ended December 31, 2024 | |||
| 7. Proposal to Review and Approve the Preliminary Results Announcement of the Group for the Year Ended December 31, 2024 |
APPENDIX I
2025 REPORT OF THE BOARD
| Sessions of meetings | Notice time | Convening time | Proposal |
|---|---|---|---|
| 8. | Proposal to Review and Approve the Annual Report of the Group for the Year Ended December 31, 2024 | ||
| 9. | Proposal to Consider the Company’s Environmental, Social and Governance Policy and Approve the Environmental, Social and Governance Report for the Year Ended December 31, 2024 | ||
| 10. | Proposal Regarding the Profit Distribution Plan of the Company for the Year 2024 | ||
| 11. | Proposal to Request the Shareholders’ Meeting to Grant a General Mandate to the Board to Repurchase the Company’s H Shares | ||
| 12. | Proposal Regarding the Remuneration of the Senior Management of the Company | ||
| 13. | Proposal to Re-appoint the Auditor of the Company for the Year 2025 | ||
| 14. | Proposal to Apply to Banks for a Comprehensive Credit Facility for 2025 and to Provide Guarantees Thereunder | ||
| 15. | Proposal Regarding the Use of Idle Funds to Purchase Short-term Bank Wealth Management Products | ||
| 16. | Proposal Regarding Compliance with the Non-Competition Undertaking given by the Controlling Shareholder of the Company | ||
| 17. | Proposal Regarding the Risk Management and Internal Control System of the Company | ||
| 18. | Proposal Regarding the Corporate Governance Policies and Implementation of the Company |
– 15 –
APPENDIX I
2025 REPORT OF THE BOARD
| Sessions of meetings | Notice time | Convening time | Proposal |
|---|---|---|---|
| 19. Proposal to Approve the Appointment of Directors to Review and Approve Applications for Directors to Deal in the Company's Securities | |||
| 20. Proposal to Convene the 2024 Annual General Meeting of the Company | |||
| Seventeenth meeting of the third session | 2025.3.30 | 2025.4.24 | 1. Proposal on the Election of Non-independent Directors of the Fourth Board of the Company |
| 1.1 Nomination of Mr. XIAO Guowei David as a candidate for Executive Director of the Fourth Board of the Company | |||
| 1.2 Nomination of Mr. HOU Yu as a candidate for Executive Director of the Fourth Board of the Company | |||
| 1.3 Nomination of Mr. CHAN Philip Ching Ho as a candidate for Non-executive Director of the Fourth Board of the Company | |||
| 1.4 Nomination of Mr. YUAN Lie Ming Peter as a candidate for Non-executive Director of the Fourth Board of the Company | |||
| 1.5 Nomination of Mr. HUANG Guansheng as a candidate for Non-executive Director of the Fourth Board of the Company | |||
| 2. Proposal on the Election of Independent Non-executive Directors of the Fourth Board of the Company | |||
| 2.1 Nomination of Ms. LIN Nan as a candidate for Independent Non-executive Director of the Fourth Board of the Company |
APPENDIX I
2025 REPORT OF THE BOARD
| Sessions of meetings | Notice time | Convening time | Proposal |
|---|---|---|---|
| 2.2 Nomination of Ms. ZHANG He as a candidate for Independent Non-executive Director of the Fourth Board of the Company | |||
| 2.3 Nomination of Ms. DING Hui as a candidate for Independent Non-executive Director of the Fourth Board of the Company | |||
| 2.4 Nomination of Mr. CHAN Chi Kong as a candidate for Independent Non-executive Director of the Fourth Board of the Company | |||
| 3. Proposal on the Remuneration of Directors of the Fourth Board of the Company | |||
| 4. Proposal on Authorizing the Board to Handle Matters Relating to the Company’s Industrial and Commercial Filing | |||
| 5. Proposal to Review the 2024 Annual Financial Report of the Group Prepared in Accordance with PRC Accounting Standards for Business Enterprises | |||
| 6. Proposal to Review the Changes to the Company’s Accounting Policies | |||
| 7. Proposal on the Intention of the Company to Use Idle Self-owned Funds for Securities Investment and Connected Transactions | |||
| 8. Proposal to Convene the 2024 Annual General Meeting of the Company | |||
| First meeting of the fourth session | 2025.5.29 | 2025.5.29 | 1. Proposal on Electing Mr. XIAO Guowei David as Chairman of the Fourth Board of Directors of the Company |
| 2. Proposal on Electing Members of the Strategy Committee of the Fourth Board of Directors |
– 17 –
APPENDIX I
2025 REPORT OF THE BOARD
| Sessions of meetings | Notice time | Convening time | Proposal |
|---|---|---|---|
| 3. Proposal on Electing Members of the Audit Committee of the Fourth Board of Directors | |||
| 4. Proposal on Electing Members of the Remuneration and Appraisal Committee of the Fourth Board of Directors | |||
| 5. Proposal on Electing Members of the Nomination Committee of the Fourth Board of Directors | |||
| 6. Proposal on Appointing Mr. XIAO Guowei David as Chief Strategic Officer of the Company | |||
| 7. Proposal on Appointing Mr. HOU Yu as President of the Company | |||
| 8. Proposal on Appointing Mr. ZENG Zhaoming as Vice President of the Company | |||
| 9. Proposal on Appointing Ms. ZHOU Baiyun as Vice President and Head of Finance of the Company | |||
| 10. Proposal on Appointing Mr. ZHENG Longfeng as Board Secretary of the Company | |||
| Second meeting of the fourth session | 2025.6.10 | 2025.6.17 | 1. Proposal on the Company's Use of Idle Self-owned Funds for Securities Investments and Connected Transactions |
| 2. Proposal on Increasing Capital in Wholly-owned Subsidiary APT Electronics (HK) Co., Limited | |||
| Third meeting of the fourth session | 2025.8.18 | 2025.8.28 | 1. Proposal on Hearing the Report of the Audit Committee |
| 2. Proposal on Reviewing and Approving the Group's Reviewed Consolidated Financial Statements, Interim Results Announcement and Interim Report for the Six Months Ended June 30, 2025 |
– 18 –
APPENDIX I
2025 REPORT OF THE BOARD
| Sessions of meetings | Notice time | Convening time | Proposal |
|---|---|---|---|
| 3. Proposal on the Group’s Risk Management and Internal Control Systems | |||
| 4. Proposal on Reviewing the Group’s Corporate Governance Policies and Implementation | |||
| 5. Proposal on Amending the Terms of Reference of the Nomination Committee |
The Board operated in strict compliance with relevant laws, regulations and rules. Related Directors abstained from voting on matters involving related party transactions in accordance with the relevant regulations. At each Board meeting, the Directors present at the meeting thoroughly deliberated on all proposals and cast their votes effectively with the authority set out in the Articles of Association.
(II) Convening of Shareholders’ meeting
In 2025, the Company held a total of one Shareholders’ meeting (including one annual general meeting), which was convened by the Board. Details of the Shareholders’ meeting are set out in the table below:
| Sessions of meetings | Notice time | Convening time | Proposal |
|---|---|---|---|
| The 2024 Annual General Meeting | 2025.5.7 | 2025.5.29 | 1. Proposal on the 2024 Work Report of the Board |
| 2. Proposal on the 2024 Work Report of the Board of Supervisors | |||
| 3. Proposal on the Annual Report of the Group for the year ended December 31, 2024 | |||
| 4. Proposal on the Audited Consolidated Financial Statements and Report of the Independent Auditor of the Group for the year ended December 31, 2024 | |||
| 5. Proposal on the 2024 Profit Distribution Plan of the Company |
APPENDIX I
2025 REPORT OF THE BOARD
| Sessions of meetings | Notice time | Convening time | Proposal |
|---|---|---|---|
| 6. | Proposal on the Re-appointment of Auditor for the year 2025 | ||
| 7. | Proposal on the Election of the Fourth Board of Directors (each as a separate resolution), including: | ||
| 7.01 | Re-election of Mr. XIAO Guowei David as Executive Director of the Fourth Board of Directors; | ||
| 7.02 | Appointment of Mr. HOU Yu as Executive Director of the Fourth Board of Directors; | ||
| 7.03 | Re-election of Mr. CHAN Philip Ching Ho as Non-executive Director of the Fourth Board of Directors; | ||
| 7.04 | Re-election of Mr. YUAN Lie Ming Peter as Non-executive Director of the Fourth Board of Directors; | ||
| 7.05 | Appointment of Mr. HUANG Guansheng as Non-executive Director of the Fourth Board of Directors; | ||
| 7.06 | Re-election of Ms. ZHANG He as Independent Non-executive Director of the Fourth Board of Directors; | ||
| 7.07 | Re-election of Ms. LIN Nan as Independent Non-executive Director of the Fourth Board of Directors; | ||
| 7.08 | Re-election of Ms. DING Hui as Independent Non-executive Director of the Fourth Board of Directors; and | ||
| 7.09 | Re-election of Mr. CHAN Chi Kong as Independent Non-executive Director of the Fourth Board of Directors. |
– 20 –
APPENDIX I
2025 REPORT OF THE BOARD
| Sessions of meetings | Notice time | Convening time | Proposal |
|---|---|---|---|
| 8. | Proposal on the Remuneration of Directors of the Fourth Board of Directors | ||
| 9. | Proposal on the Election of the Fourth Board of Supervisors | ||
| 9.01 | Re-election of Mr. LI Wenhong as Non-employee Representative Supervisor of the Fourth Board of Supervisors; and | ||
| 9.02 | Re-election of Ms. LUO Xiaoyun as Non-employee Representative Supervisor of the Fourth Board of Supervisors. | ||
| 10. | Proposal on Authorizing the Board of Directors to Handle Industrial and Commercial Registration and Filing Matters of the Company | ||
| 11. | Proposal on Application to Banks for 2025 Comprehensive Credit Facilities and Provision of Guarantees | ||
| 12. | Proposal on Granting a General Mandate to the Board of Directors to Repurchase H Shares of the Company |
(III) Duty Performance of Special Committees under the Board
The Board of the Company has established four special committees, including the Strategy Committee, the Audit Committee, the Remuneration and Appraisal Committee and the Nomination Committee. The latest composition of all committees is set out below:
| Special committees of the Board | Chairman | Other members |
|---|---|---|
| The Strategy Committee of the Board | XIAO Guowei David (executive Director) | HOU Yu (executive Director), CHAN Philip Ching Ho (non-executive Director), YUAN Lie Ming Peter (non-executive Director), LIN Nan (independent non-executive Director) |
APPENDIX I
2025 REPORT OF THE BOARD
| Special committees of the Board | Chairman | Other members |
|---|---|---|
| The Audit Committee of the Board | ZHANG He | |
| (independent non-executive Director) | LIN Nan (independent non-executive Director), | |
| CHAN Chi Kong (independent non-executive Director) | ||
| The Remuneration and Appraisal Committee of the Board | LIN Nan | |
| (independent non-executive Director) | XIAO Guowei David (executive Director), | |
| DING Hui (independent non-executive Director) | ||
| The Nomination Committee of the Board | DING Hui | |
| (independent non-executive Director) | XIAO Guowei David (executive Director), | |
| ZHANG He (independent non-executive Director) |
During the Reporting Period, each special committee carried out its work in a conscientious and diligent manner according to relevant laws and regulations, normative documents and the respective working rules of each special committee, and made scientific and professional recommendations to the Board for its decision-making. The performance of duties by each special committee during the Reporting Period is as follows:
- Strategy Committee
On March 18, 2025, the Strategy Committee considered and approved the resolution on Proposal on Requesting the General Meeting to Grant a General Mandate to the Board of Directors to Repurchase the Company's H Shares.
- Audit Committee
On March 14, 2025, the Audit Committee deliberated and approved the Proposal on the Report and Statement Presented by the Auditor to the Audit Committee, the Proposal on the Audited Financial Statements of the Company for the Year Ended December 31, 2024 and the Draft Independent Auditor's Report, the Proposal on the Draft Annual Results Announcement of the Company for the Year Ended December 31, 2024, the Proposal on the Draft Annual Report of the Company for the Year Ended December 31, 2024, the Proposal on Reviewing the Audit Fee of the Auditor and Considering the Re-appointment of the Auditor for the Year 2025 to be Recommended to the Board, the Proposal on Reviewing the Effectiveness of the Company's Risk Management and Internal Control Systems and Related Reports, the Proposal on Evaluating the Company's Arrangements for Raising Concerns about Possible Improper Conduct in Relation to
APPENDIX I
2025 REPORT OF THE BOARD
Financial Reporting, Risk Management, Internal Control or Otherwise and for Following Up Investigations and Taking Appropriate Action, and the Proposal on Evaluating the Company's Compliance with the Provisions of the Corporate Governance Code (Appendix C1 to the Listing Rules) and Reporting to the Board.
On April 24, 2025, the Audit Committee deliberated and approved the Proposal on Reviewing the Group's 2024 Financial Report Prepared in Accordance with the China Accounting Standards for Business Enterprises, and the Proposal on Reviewing the Change in the Company's Accounting Policies.
On June 17, 2025, the Audit Committee deliberated and approved the Proposal on the Utilization of Idle Own Funds by the Company for Securities Investments and Connected Transactions.
On August 27, 2025, the Audit Committee deliberated and approved the Proposal on the Report Presented by the Auditor to the Audit Committee, the Proposal on the Audited Consolidated Financial Statements of the Group for the Six Months Ended June 30, 2025, the Draft Interim Results Announcement and the Draft Interim Report, the Proposal on Reviewing the Effectiveness of the Group's Risk Management and Internal Control Systems, the Proposal on Evaluating the Group's Arrangements for Raising Concerns about Possible Improper Conduct in Relation to Financial Reporting, Risk Management, Internal Control or Otherwise and for Following Up Investigations and Taking Appropriate Action, and the Proposal on Evaluating the Group's Corporate Governance Policies and Implementation.
3. Remuneration and Appraisal Committee
On March 18, 2025, the Remuneration and Appraisal Committee deliberated and approved the Proposal on Evaluating the Overall Remuneration Policy and Structure for Directors and Senior Management, the Proposal on Evaluating the Remuneration Packages of Individual Executive Directors and Senior Management, and the Proposal on Evaluating the Remuneration Packages of Non-Executive Directors (Including Independent Non-Executive Directors).
On April 24, 2025, the Remuneration and Appraisal Committee deliberated and approved the Proposal on Directors' Remuneration for the Fourth Session of the Board.
APPENDIX I
2025 REPORT OF THE BOARD
4. Nomination Committee
On March 18, 2025, the Nomination Committee deliberated and approved the Proposal on Evaluating the Board Diversity Policy, Its Measurable Objectives and Implementation Progress, the Proposal on Evaluating the Company's Nomination Policy, the Proposal on Evaluating the Independence of the Company's Independent Non-Executive Directors, and the Proposal on Evaluating the Time Committed by the Company's Directors.
On April 24, 2025, the Nomination Committee deliberated and approved the Proposal on the Election of Non-Independent Directors of the Fourth Session of the Board of Directors of the Company, and the Proposal on the Election of Independent Non-Executive Directors of the Fourth Session of the Board of Directors of the Company.
On May 29, 2025, the Nomination Committee deliberated and approved the Proposal on the Appointment of Mr. XIAO Guowei David as the Chief Strategic Officer of the Company, the Proposal on the Appointment of Mr. HOU Yu as the President of the Company, the Proposal on the Appointment of Mr. ZENG Zhaoming as the Vice President of the Company, the Proposal on the Appointment of Ms. ZHOU Baiyun as the Vice President and Head of Finance of the Company, and the Proposal on the Appointment of Mr. ZHENG Longfeng as the Board Secretary of the Company.
(IV) The Performance of Duties of the Independent Non-Executive Directors During the Reporting Period
- Attendance of independent non-executive Directors at Board meetings and Shareholders' meetings
Independent non-executive Directors at Board meetings and Shareholders' meetings
| Name of independent non-executive Directors | Number of Board meetings attended/ eligible to attend | Board meeting attendance | Number of Shareholders' meetings attended/ eligible to attend | Shareholders' Meeting attendance |
|---|---|---|---|---|
| ZHANG He | 6/6 | 100% | 1/1 | 100% |
| LIN Nan | 6/6 | 100% | 1/1 | 100% |
| DING Hui | 6/6 | 100% | 1/1 | 100% |
| CHAN Chi Kong | 6/6 | 100% | 1/1 | 100% |
APPENDIX I
2025 REPORT OF THE BOARD
- Objections raised by independent non-executive Directors in respect of relevant matters of the Company
The independent non-executive Directors didn't raise any objection to relevant matters of the Company during the Reporting Period.
- Other explanations on the fulfillment of duties by independent non-executive Directors
In 2025, all independent non-executive Directors strictly complied with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and other laws and regulations, as well as all requirements of the China Securities Regulatory Commission. They performed their duties as independent non-executive Directors in a conscientious, diligent and responsible manner. They actively participated in the Company's Board meetings and Shareholders' meetings and were involved in the decision-making regarding significant matters of the Company.
All independent non-executive Directors meticulously reviewed all significant matters deliberated by the Board. As required, they issued independent, impartial, and objective written opinions on matters such as the Proposal on the Company's 2024 Annual Profit Distribution Proposal, the Proposal on the Remuneration of the Company's Senior Management and the Proposal on the Company's Risk Management and Internal Control Systems. They have made professional recommendations and suggestions for the scientific decisions made at Board meetings and at the Shareholders' meetings, thereby improving the scientific and objective nature of the Company's decision-making, and effectively safeguarding the legitimate interests of the Company and its Shareholders, particularly minority Shareholders by fully playing their roles as independent non-executive Directors.
(V) Implementation of Resolutions Passed at Shareholders' Meetings by the Board
In accordance with the relevant requirements of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and other laws and regulations, as well as all requirements of the China Securities Regulatory Commission and strictly following the resolutions at the Shareholders' meetings and authorizations granted at such meetings, the Board of the Company conscientiously implemented all resolutions passed at the Shareholders' meetings, all of which were fully implemented.
In 2026, the Board will continue to strictly comply with all regulations and requirements governing listed companies. To safeguard the interests of all Shareholders and achieve the Company's sustainable and healthy development, the Board will act in a conscientious and diligent manner. It will thoroughly implement the Company's development strategies, continuously improve
APPENDIX I
2025 REPORT OF THE BOARD
the corporate governance structure, strengthen the internal control system, manage operational risks, continuously enhance decision-making efficiency and management level, optimize the business structure and further boost the Company's core competitiveness. These efforts aim to promote the Company's long-term, steady, and sustainable development and strive to increase returns to shareholders with better performance.
The above report is hereby proposed for consideration and approval by the Shareholders at the AGM.
APT Electronics Co., Ltd.
Board of Directors
March 25, 2026
- 26 -
APPENDIX II
2025 REPORT OF THE SUPERVISORY COMMITTEE
2025 REPORT OF THE SUPERVISORY COMMITTEE
In 2025, in strict compliance with the requirements of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and other laws and regulations, as well as all requirements of the China Securities Regulatory Commission, the Rules of Procedures for the Supervisory Committee, the Supervisory Committee exercised its functions in a compliant and conscientious manner. Members of the Supervisory Committee participated in the Company's production and operation activities and decision-making on significant matters by attending the Shareholders' meetings and the on-site meetings of the Board, and supervised the duty performance of the Directors and other senior management members, thereby effectively safeguarding the interests of the Company and the legitimate rights and interests of all shareholders.
The main work of the Supervisory Committee in 2025 is now reported as follows:
I. Convening of the Meetings of the Supervisory Committee
In 2025, the Supervisory Committee of the Company convened a total of 4 meetings, the details of which and the related resolutions are set out below:
| Sessions of meetings | Notice time | Convening time | Proposal |
|---|---|---|---|
| Seventh meeting of the third session | March 11, 2025 | March 18, 2025 | 1. Proposal on the 2024 Report of the Supervisory Committee |
| 2. Proposal on the Annual Report of the Company for the Year Ended December 31, 2024 | |||
| 3. Proposal on the Company’s 2024 Annual Profit Distribution Proposal | |||
| Eighth meeting of the third session | March 30, 2025 | April 24, 2025 | 1. Proposal on the Election of Non-Employee Representative Supervisors of the Fourth Session of the Supervisory Committee of the Company |
| 1.1 Nomination of Mr. LI Wenhong as a Candidate for Non-Employee Representative Supervisor of the Fourth Session of the Supervisory Committee of the Company |
APPENDIX II
2025 REPORT OF THE SUPERVISORY COMMITTEE
| Sessions of meetings | Notice time | Convening time | Proposal |
|---|---|---|---|
| 1.2 Nomination of Ms. LUO Xiaoyun as a Candidate for Non-Employee Representative Supervisor of the Fourth Session of the Supervisory Committee of the Company | |||
| First meeting of the fourth session | May 29, 2025 | May 29, 2025 | 1. Proposal on the Election of Mr. LI Wenhong as the Chairman of the Fourth Session of the Supervisory Committee of the Company |
| Second meeting of the fourth session | August 18, 2025 | August 28, 2025 | 1. Proposal on the Audited Consolidated Financial Statements of the Group for the Six Months Ended June 30, 2025, the Interim Results Announcement and the Interim Report |
II. Compliance Operation of the Company in 2025 and Opinions of the Supervisory Committee
(I) Operation of the Company According to Law
In 2025, the Supervisory Committee diligently exercised its powers and functions as prescribed by the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China and other laws and regulations, as well as all requirements of the China Securities Regulatory Commission. The Supervisory Committee attended the Shareholders’ meetings and Board meetings held in 2025, reviewed relevant meeting materials, and supervised the convening procedures, resolutions, and implementation of said meetings according to relevant laws and regulations.
The Supervisory Committee is of the view that the Company has established a relatively comprehensive internal control system, and its decision-making processes have strictly followed the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China and other laws and regulations, as well as all requirements of the China Securities Regulatory Commission and the Articles of Association. The Directors and the senior management members of the Company do not violate any relevant laws and regulations, or the Articles of Association, or harm the interests of the Company and its Shareholders during their performance of duties.
- 28 -
APPENDIX II
2025 REPORT OF THE SUPERVISORY COMMITTEE
(II) Inspection of the Company's Finance by the Supervisory Committee of the Company
In 2025, the Supervisory Committee supervised, inspected and audited the Company's financial conditions and financial management in accordance with the law, and reviewed the financial statements, financial reports and related documents. The Supervisory Committee believes that: the Company strictly implements its internal control systems, appropriately responds to changes in national fiscal and taxation policies, and its financial operations are in line with requirements. The preparation of financial statements complies with the Accounting Standards for Business Enterprises and relevant accounting systems. The procedures for preparing and reviewing financial reports, as well as the content and format of these reports, comply with relevant regulations and truthfully, objectively, and fairly reflect the Company's financial conditions, operating results, and cash flows.
(III) Related Party Transactions of the Company
In 2025, the Supervisory Committee supervised and verified the Company's related party transactions. The Supervisory Committee concluded that: these related party transactions are necessary for the Company's normal business operations; in the course of deliberating the related party transactions, prior approvals and independent opinions from the independent non-executive Directors were obtained, and related Directors abstained from voting; the decision-making processes complied with relevant laws, regulations, and the Articles of Association; the related party transactions were priced in a fair and reasonable manner, adhering to the principles of openness, fairness, and impartiality, and there were no circumstances that would harm the interests of the Company or other non-related shareholders.
(IV) Audit of the Company's Internal Control and Risk Prevention and Control
The Company's existing internal control system meets the requirements of national laws and regulations, aligns with the current actual operations of the Company, and can adapt to the requirements of the Company's management. In 2025, the Company continued to enhance its internal control framework, further improved its internal control system, strengthened the implementation of the internal control system, and better applied control and preventive measures across various aspects of corporate management, operations, significant investments, major risk management, and information disclosure, among others.
III. Work Prospects of the Supervisory Committee
In 2026, the Supervisory Committee will continue to strictly comply with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Articles of Association, and the Rules of Procedures for the Supervisory Committee and other
APPENDIX II
2025 REPORT OF THE SUPERVISORY COMMITTEE
regulations. The Supervisory Committee will enhance corporate decision-making processes and operational compliance, fulfil its functions of supervision, and better protect the legitimate rights and interests of all shareholders. Meanwhile, members of the Supervisory Committee will further strengthen their own professional abilities by learning, and enhance their supervisory abilities, so as to ensure the effective implementation of the Company's internal control measures, effectively prevent and dissolve risks, and support the Company's sustainable and healthy growth.
The above report is hereby proposed for consideration and approval by the Shareholders at the AGM.
APT Electronics Co., Ltd.
The Supervisory Committee
March 25, 2026
– 30 –
APPENDIX III
APPLICATION TO THE BANK FOR COMPREHENSIVE CREDIT LINES AND PROVISION OF GUARANTEES IN 2026
Application to the Bank for Comprehensive Credit Lines and Provision of Guarantees in 2026
To ensure the funding needs for the production and operations of the Company and its subsidiaries, shorten the approval time of bank credit facilities, and facilitate their daily business activities, based on the estimated operating targets of the Company for 2026, the Company and its subsidiaries intend to apply for comprehensive credit lines of up to RMB2.67 billion (or its equivalent in foreign currency) (based on actual borrowings, including those under performance) from banks in 2026. The credit facilities include but are not limited to various types of loans, guarantees, letters of credit, acceptance bills, and other financing instruments (excluding low-risk banking transactions). During the credit review and approval process, the allocation of credit lines among banks may be adjusted within the above-mentioned applied credit lines, and the credit line allocation among the Group members may be adjusted according to the actual situation of each member of the Group.
Meanwhile, the Company will offer corresponding guarantees for the credit lines granted to the Company or its subsidiaries as required by the banks, including but not limited to guarantees, mortgages, and pledges. The Company's subsidiaries will offer corresponding guarantees for their respective credit lines as required by the banks, including but not limited to guarantees, mortgages, and pledges. The total amount of such guarantees is estimated to be no more than RMB2.67 billion (or its equivalent in foreign currency).
Within the above-mentioned comprehensive credit lines, the Board of the Company proposes to the Shareholders' meetings to authorise the legal representative to sign, on behalf of the Company, all legal documents related to credit lines, including but not limited to applications, contracts, agreements, certificates, and other documents in connection with credit lines, loans, guarantees, mortgages, pledges, and financing. The term of the comprehensive credit lines, guarantees and authorisation will be from the date of approval at the Company's 2025 annual general meeting to the date of the 2026 annual general meeting.
The above resolution is hereby proposed for consideration and approval by the Shareholders at the AGM.
NOTICE OF 2025 ANNUAL GENERAL MEETING
APT Electronics Co., Ltd.
廣東晶科電子股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2551)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2025 annual general meeting (the “AGM”) of APT Electronics Co., Ltd. (the “Company”) will be held at 10:00 a.m. on Thursday, May 28, 2026 at No. 2 Zhengxiang Road, Wanqingsha, Nansha District, Guangzhou, Guangdong Province, the People’s Republic of China, for the purpose of considering and, if thought fit, approving the following resolutions:
ORDINARY RESOLUTIONS
- To consider and approve the resolution on the report of the Board of Directors for the year 2025;
- To consider and approve the resolution on the report of the Supervisory Committee for the year 2025;
- To consider and approve the resolution on the annual report of the Group for the year ended December 31, 2025;
- To consider and approve the resolution on the audited consolidated financial statements of the Group and Independent Auditor’s Report for the year ended December 31, 2025;
- To consider and approve the resolution on the annual profit distribution proposal of the Company for the year 2025;
-
To consider and approve the resolution on renewal of engagement of auditor for the year 2026.
-
32 -
NOTICE OF 2025 ANNUAL GENERAL MEETING
SPECIAL RESOLUTION
- To consider and approve the resolution regarding application to banks for comprehensive credit lines and provision of guarantees in 2026.
By order of the Board
APT Electronics Co., Ltd.
XIAO Guowei David
Chairperson of the Board
Hong Kong, May 6, 2026
As at the date of this notice, the Board comprises Mr. Xiao Guowei David and Mr. Hou Yu as executive Directors; Mr. Chan Philip Ching Ho, Mr. Yuan Lie Ming Peter and Mr. Huang Guansheng as non-executive Directors; Ms. Zhang He, Ms. Lin Nan, Ms. Ding Hui and Mr. Chan Chi Kong as independent non-executive Directors.
Notes:
(1) Eligibility for attending the Annual General Meeting and date of registration of members for H Shares
For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Friday, May 22, 2026 to Thursday, May 28, 2026, both days inclusive, during which period no transfer of Shares can be registered. Shareholders whose names appear on the register of members of the Company on Thursday, May 28, 2026 are entitled to attend and vote in respect of all resolutions to be proposed at the AGM. In order to qualify to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, May 21, 2026.
(2) Proxy
Each shareholder (the "Shareholder") entitled to attend and vote at the AGM may appoint one or more proxies in writing to attend and vote on his/her behalf. A proxy need not be a Shareholder of the Company.
The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorised attorney. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign or other documents of authorisation must be notarised.
On a poll, every Shareholder present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy, shall have one vote for each share registered in his name in the register. A Shareholder entitled to more than one vote is under no obligation to cast all his votes in the same way.
NOTICE OF 2025 ANNUAL GENERAL MEETING
(3) In order to qualify for attending and voting at the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to (i) the Company's registered office, headquarters and principal place of business in the PRC at No. 33, Huanshi Road South, Nansha District, Guangzhou, Guangdong Province, the PRC (for Domestic Unlisted Shares) or (ii) the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for H Shares) as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the AGM or any adjournment thereof if they so wish and in such event, the proxy form shall be deemed to be revoked. For avoidance of doubt, holder of treasury shares, if any, shall abstain from voting on matters that require Shareholders' approval as required under the Listing Rules.
(4) Registration procedures for attending the AGM
A Shareholder or his proxy should present proof of identity when attending the AGM. If a Shareholder is a legal person, its legal representative or other person authorised by the board of directors or other governing body may attend the AGM by providing a copy of the resolution of the Board or other governing body of such Shareholder appointing such person to attend the meeting.
(5) Voting by poll
According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, apart from certain exceptions, any vote of Shareholders at a general meeting must be taken by 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.
(6) Miscellaneous
(1) The AGM is expected to be held for no more than half a day. Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
(2) The address of the H Share Registrar of the Company, Computershare Hong Kong Investors Services Limited is located at: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.
(3) The registered office, headquarters and principal place of business in the People's Republic of China of the Company is located at:
No. 33, Huanshi Road South
Nansha District, Guangzhou
Guangdong Province, PRC
Contact Office: Office of the Board
Email: [email protected]
Telephone No.: +86 020 3468 4266
The AGM of the Company will be held at 10:00 a.m. on May 28, 2026 at No. 2 Zhengxiang Road, Wanqingsha, Nansha District, Guangzhou, Guangdong Province. A notice convening the AGM is set out on pages 32 to 34 of this circular.
The form of proxy for use at the AGM is enclosed herewith and also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.apt-hk.com).