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Beijing Geekplus Technology Co., Ltd. — Proxy Solicitation & Information Statement 2026
Apr 24, 2026
50696_rns_2026-04-23_e1e0a1b7-0c0f-4493-bbc0-ec1157bbd64e.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or the offers referred to herein, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional adviser.
If you have sold or transferred all your shares in Beijing Geekplus Technology Co., Ltd., you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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.
Geek+
Beijing Geekplus Technology Co., Ltd.
北京極智嘉科技股份有限公司
(A joint stock company controlled through weighted voting rights and incorporated in the
People's Republic of China with limited liability)
(Stock Code: 2590)
(1) 2025 REPORT OF THE BOARD;
(2) 2025 AUDITED CONSOLIDATED FINANCIAL STATEMENTS
(3) 2025 ANNUAL REPORT;
(4) DIRECTORS' REMUNERATION PACKAGE
(5) PROPOSED RE-APPOINTMENT OF AUDITORS;
(6) AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND
(7) NOTICE OF THE 2025 ANNUAL GENERAL MEETING
A notice convening the AGM of Beijing Geekplus Technology Co., Ltd. to be held on Tuesday, 26 May 2026 at 2:00 p.m. at Conference Room, 9/F, Building No. 5, Beijing GLP I-Park International Industrial Park, No. 12 Anxiang Street, Shunyi District, Beijing is set out on pages 16 to 21 to this circular, respectively. The form of proxy for use at the AGM are also enclosed herein. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.geekplus.com).
Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 24 hours before the time fixed for holding the AGM or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meeting thereof if they so wish, and in such event, the relevant form of proxy shall be deemed to be revoked.
23 April 2026
CONTENTS
Page
DEFINITIONS... 1
LETTER FROM THE BOARD... 4
APPENDIX I - EXPLANATORY STATEMENT ON THE REPURCHASE
MANDATE... 10
APPENDIX II - THE COMPARISON TABLE OF AMENDMENTS TO
THE ARTICLES OF ASSOCIATION... 14
NOTICE OF THE 2025 ANNUAL GENERAL MEETING... 16
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“2025 Annual Report”
the annual report of the Company for the year ended 31 December 2025, which has been published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.geekplus.com)
“2025 Audited Consolidated Financial Statements”
the audited consolidated financial statements of the Group for the year ended 31 December 2025, which are set out in the 2025 Annual Report
“2025 Report of the Board”
the report of the Board for the year ended 31 December 2025, which is set out in the 2025 Annual Report
“AGM” or “Annual General Meeting”
the annual general meeting of the Company to be held on Tuesday, 26 May 2026 at 2:00 p.m. at Conference Room, 9/F, Building No. 5, Beijing GLP I-Park International Industrial Park, No. 12 Anxiang Street, Shunyi District, Beijing to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 16 to 21 of this circular, or any adjournment thereof
“Articles of Association”
the articles of association of the Company, as amended, modified or otherwise supplemented from time to time
“Board”
board of Directors of the Company
“Chairman”
the chairman of the Board
“China” or the “PRC”
the People’s Republic of China, but for the purpose of this circular and for geographical reference only and except where the context otherwise requires, references in this circular to “China” and the “PRC” do not include Hong Kong, the Macau Special Administrative Region and Taiwan
“Company”, “our Company”
Beijing Geekplus Technology Co., Ltd. (北京橄榄嘉科技股份有限公司), a limited company incorporated under the laws of the PRC on February 3, 2015 and converted into a joint stock company with limited liability on March 22, 2021
- 1 -
DEFINITIONS
"Company Law"
Company Law of the PRC (中華人民共和國公司法)
"Class A Ordinary Shares"
Class A ordinary shares in the share capital of the Company with a par value of RMB1.00 each, conferring weighted voting rights in the Company such that a holder of a Class A ordinary share is entitled to ten votes per share on all matters subject to the vote at general meetings of the Company, subject to the requirements under Rule 8A.24 of the Listing Rules and the PRC Company Law that the reserved matters and the special matters shall be voted on a one vote per share basis
"Class B Ordinary Shares"
Class B Ordinary Shares in the share capital of the Company with a par value of RMB1.00 each, conferring a holder of a Class B Ordinary Share one vote per share on all matters subject to the vote at general meetings of the Company
"Director(s)"
director(s) of the Company
"Group"
the Company and its subsidiaries
"H Share(s)"
the Class B Ordinary Share(s) in the share capital of our Company with a par value of RMB1.00 each, which is/are traded in Hong Kong dollars and listed on the Stock Exchange
"H Shareholder(s)"
the holder(s) of H Share(s)
"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
"Issue Mandate"
a general mandate proposed to be granted to the Board by the Shareholders at the AGM to allot, issue and deal with new Shares not exceeding 20% of the total issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant special resolution set out in the notice of the AGM, and make corresponding amendments to the Articles of Association as and when deemed appropriate
- 2 -
DEFINITIONS
"Latest Practicable Date"
23 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Date"
the date on which the H Shares of the Company are listed and first publicly traded on the Stock Exchange, being 9 July 2025
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended, modified or otherwise supplemented from time to time
"RMB" or "Renminbi"
Renminbi, the lawful currency of the PRC
"Share(s)"
ordinary shares in the share capital of our Company of RMB1.00 each, comprising Class A Ordinary Shares and Class B Ordinary Shares, or Unlisted Shares and H Shares
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buybacks 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
"Unlisted Share(s)"
ordinary share(s) issued by our Company, with a par value of RMB1.00 each, which is/are not listed on any stock exchange, comprising (i) all Class A Ordinary Shares and (ii) the Class B Ordinary Shares not converted into H Shares
"%"
per cent
The English names of Chinese entities included in this circular are unofficial translations of their Chinese names and are included for identification purposes only.
- 3 -
LETTER FROM THE BOARD
Geek+
Beijing Geekplus Technology Co., Ltd.
北京極智嘉科技股份有限公司
(A joint stock company controlled through weighted voting rights and incorporated in the
People's Republic of China with limited liability)
(Stock Code: 2590)
Executive Directors:
Mr. Zheng Yong (鄭勇) (chairman)
Mr. Li Hongbo (李洪波)
Mr. Liu Kai (劉凱)
Mr. Chen Xi (陳曦)
Non-executive Directors:
Mr. Xia Zhijin (夏志進)
Mr. Chan Wo Kong (陳和江)
Mr. Bai Jin (白津)
Mr. Li Ke (李珂)
Independent Non-executive Directors:
Ms. Chen Chen (陳晨)
Mr. Liu Dacheng (劉大成)
Mr. Chen Shaohua (陳少華)
Mr. Han Yu (韓愉)
Principal Place of
Business
in the PRC:
8/F-9/F, Building No. 5
Beijing GLP I-Park International
Industrial Park
No. 12 Anxiang Street
Shunyi District Beijing
PRC
Principal Place of Business
in Hong Kong:
46/F. Hopewell Centre
183 Queen's Road East
Wan Chai
Hong Kong
23 April 2026
To the Shareholders,
Dear Sir or Madam,
(1) 2025 REPORT OF THE BOARD;
(2) 2025 AUDITED CONSOLIDATED FINANCIAL STATEMENTS;
(3) 2025 ANNUAL REPORT;
(4) DIRECTORS' REMUNERATION PACKAGE
(5) PROPOSED RE-APPOINTMENT OF AUDITORS;
(6) AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
AND
(7) NOTICE OF THE 2025 ANNUAL GENERAL MEETING
- INTRODUCTION
The purpose of this circular is to provide you with the notice of the AGM to be held on Tuesday, May 26, 2026 and the details of the resolutions to be proposed to consider and approve at the AGM and provide all the information reasonably required to enable you to make an informed decision on whether to vote for or against or abstain from voting on those resolutions.
LETTER FROM THE BOARD
2. MATTERS TO BE CONSIDERED AT THE AGM
2.1 To consider and approve the 2025 Report of the Board
An ordinary resolution will be proposed at the AGM to approve the 2025 Report of the Board. The full text of the 2025 Report of the Board is set out in the Company’s 2025 Annual Report.
2.2 To consider and approve the 2025 Audited Consolidated Financial Statements
An ordinary resolution will be proposed at the AGM to approve the Group’s audited financial statements for the year 2025. The audited financial statements which were prepared in compliance with the Hong Kong Financial Reporting Standards and the full text of the independent auditor’s report for the year 2025 are set out in the Company’s 2025 annual report.
2.3 To consider and approve the 2025 Annual Report
An ordinary resolution will be proposed at the AGM to approve the Company’s annual report for the year 2025.
2.4 To authorise and approve the Board to determine the Directors’ remuneration package
The disbursement of remuneration of the Directors for 2025 is set out in the 2025 Annual Report.
An ordinary resolution will be proposed at the Annual General Meeting to authorise and approve the Board to determine the directors’ remuneration package.
2.5 To consider and approve the proposed re-appointment of auditors
In accordance with the relevant provisions of the Articles of Association and the audit requirements of the Company, the Company proposes to re-appoint KPMG Hong Kong as the Company’s external auditor for 2026.
The terms of office of KPMG Hong Kong will expire at the conclusion of the forthcoming AGM. To ensure continuity of audit services, the Board proposes their re-appointment as the Company’s auditors for 2026 until the conclusion of the next AGM. The specific auditors’ remuneration will be further negotiated and determined on a fair and reasonable basis, taking into account factors such as the business scale and industry of the Group, expected audit scope, audit timetable, manpower and expected auditors’ resources required. It is expected that the auditors’ remuneration for the ensuing year shall not exceed RMB4 million.
Such resolution was considered and approved by the Board on 23 April, 2026 and is hereby proposed at the AGM for consideration and approval (including authorizing the Board to determine their remunerations based on the audit workload and market prices and entering into the relevant agreements).
LETTER FROM THE BOARD
2.6 Proposed Amendments to the Articles of Association
Pursuant to the operation requirements and actual circumstances of the Company, the Company intends to add “external investments” to its scope of business and to amend the relevant provisions of the Articles of Association accordingly; meanwhile, the Company intends to amend Article 115 of the Articles of Association, from “The Board of Directors consists of 12 directors” to “The Board of Directors shall consist of three or more members, and employee representatives may serve as directors on the Board”. The remaining provisions of Article 115 remain unchanged. The reason for the above amendment is to align with the original wording of the relevant provisions of the Company Law.
The Company proposed to request shareholders’ meeting to authorize the chairman of the Board and its authorized representatives to handle the registration and amendment procedures with the market supervision and administration authorities regarding the aforementioned matters. The final wording of the amended provisions shall be subject to the approval of the market supervision and administration authorities.
A special resolution will be submitted at the AGM to approve the amendment to the Articles of Association.
2.7 Proposed Grant of General Mandate to Repurchase H Shares
In order to give the Company the flexibility to repurchase H Shares if and when appropriate, a special resolution will be proposed at the AGM to approve the granting of a general mandate to the Directors, to exercise the powers of the Company to repurchase Class B Shares representing up to 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of such resolution (the “Repurchase Mandate”).
As at the Latest Practicable Date, there were 1,024,150,483 H Shares in issue. 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 repurchase a maximum of 102,415,048 H Shares. The Directors wish to state that they have no immediate plans to repurchase any Class B Shares pursuant to the Repurchase Mandate.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed 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.
The Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolution for the approval of the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; or (ii) the date on which the authority set out in the Repurchase Mandate is revoked or varied by a special resolution of the Shareholders in general meeting, whichever occurs first.
LETTER FROM THE BOARD
2.8 Proposed Grant of General Mandate to Issue H Shares
A special resolution will be proposed at the AGM that the Board be granted the Issue Mandate to exercise the power of the Company to allot, issue or otherwise deal with new Shares (other than pursuant to the issue of Shares by conversion of the surplus reserve into the share capital in accordance with the PRC Company Law and the Articles of Association) not exceeding 20% of the total issued Shares (excluding treasury shares, if any) as of the date of passing this special resolution, and to authorize the Board to make amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the allotment or issue of additional Shares pursuant to such mandate.
As at the Latest Practicable Date, there were 1,024,150,483 H Shares in issue. Assuming that the number of Shares remains unchanged as at the date of passing this special resolution, the Board will be allowed under the Issue Mandate to issue a maximum of 204,830,096 H Shares, subject to the passing of the special resolution approving the grant of the Issue Mandate to the Board. Meanwhile, the Board is authorized to make necessary amendments to the Articles of Association so as to reflect the new share capital structure upon the allotment or issue of additional Shares pursuant to such mandate.
The Directors believe that it is in the best interests of the Company and the Shareholders to grant the Issue Mandate to the Board to issue new Shares. Whilst it is not possible to anticipate in advance any special circumstances in which the Board might think it is appropriate to issue Shares, the ability to do so would give the Directors the flexibility to capture the opportunity if it so arises.
The Issue Mandate would expire on the earlier of: (a) the conclusion of the next annual general meeting following the passing of this special resolution; or (b) the date on which the authorization set out in the special resolution are revoked or amended by a special resolution in a general meeting of the Company.
3. AGM, PROXY ARRANGEMENT AND CLOSURE OF REGISTER OF MEMBERS
The proxy form of the AGM is enclosed herewith.
If you intend to appoint a proxy to attend the AGM, you are required to complete the enclosed form of proxy in accordance with the instructions printed thereon. Holders of H Shares are required to return the form of proxy to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong and holders of Unlisted Shares are required to return the form of proxy to the Company's principal place of business in the PRC at 8/F-9/F, Building No. 5, Beijing GLP I-Park International Industrial Park, No. 12 Anxiang Street, Shunyi District, Beijing, PRC by personal delivery or by post not less than 24 hours before the
LETTER FROM THE BOARD
time appointed for holding the EGM (or any adjournment thereof) for taking the poll (i.e. before 2:00 p.m. on Monday, May 25, 2026). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.
Holders of treasury shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Shareholders' meeting of the Company.
The Company is controlled through a weighted voting rights structure. Holders of Class A Shares attending in person (or, in the case of a corporate Shareholder, by its duly authorised representative) or by proxy at the meeting shall be entitled to exercise ten votes for each share held, provided that each share shall be entitled to one vote only in respect of resolutions on any reserved matters (i.e. the resolutions numbered 1 and 5 to 8 set out in the notice of AGM in relation to proposed grant of general mandate to repurchase H Shares and the proposed grant of general mandate to issue H shares). Holders of Class B Shares attending in person (or, in the case of a corporate Shareholder, by its duly authorised representative) or by proxy at the meeting shall be entitled to exercise one vote for each share held.
Holders of Class A Shares and Class B Shares shall at all times be deemed to form one class of Shareholders and shall vote together.
In order to determine the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, May 20, 2026 to Tuesday, May 26, 2026, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712 - 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, May 19, 2026. The record date for determining the entitlement to attend and vote at the Annual General Meeting is Tuesday, May 26, 2026.
4. VOTING BY POLL
In accordance with Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the AGM 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. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules.
None of the Shareholders are required to abstain from voting on the proposed resolutions at the AGM.
LETTER FROM THE BOARD
5. RECOMMENDATION
The Board (including independent non-executive Directors) considers that the resolutions proposed at the AGM are fair and reasonable and in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the proposed resolution at the AGM.
6. FUTURE INFORMATION
Your attention is drawn to other parts of this circular, which contain further information on the Group and other information required to be disclosed under the Listing Rules.
By order of the Board
Beijing Geekplus Technology Co., Ltd.
Zheng Yong
Chairman of the Board, Executive Director and
Chief Executive Officer
- 9 -
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to vote for or against the special resolution to approve the grant of the Repurchase Mandate to the Board of Directors.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,024,150,483 H Shares with a nominal value of RMB1.00 each. As at the Latest Practicable Date, the Company had no Treasury Shares.
2. REASONS FOR REPURCHASES OF SHARES
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its H Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, contribute to the share schemes of the Company, and simultaneously 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. The Directors have no present intention to cause the Company to repurchase any H Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase, in such context, would be in the best interests of the Company and the Shareholders.
3. EXERCISE OF REPURCHASE MANDATE
Upon the passing of the special resolution set out in the notice of the AGM, the Directors will be granted the Repurchase Mandate which takes effect until the Relevant Period (as defined in the notice of AGM). In addition, the Repurchase Mandate is subject to obtaining approval from the relevant regulatory authorities in China in accordance with the laws, regulations and rules of the PRC, and shall be in accordance with all requirements set out in the applicable laws and regulations thereof.
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 102,415,048 H Shares which represent 10% of the total number of the issued Shares (excluding Treasury Shares, if any) during the period ending on the earlier of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the date on which the authority set out in the Repurchase Mandate is revoked or varied by a special resolution of the Shareholders in general meeting.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
4. FUNDING OF REPURCHASES
In repurchasing its H Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations, as the case may be.
In accordance with the applicable laws and regulations and subject to the approval of relevant authorities, as the case may be, the Company is entitled by its Articles of Association to repurchase H Shares. The Company shall not repurchase its H Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
5. IMPACT OF REPURCHASE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with audited accounts in the annual report of the Company for the year ended December 31, 2025) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
6. STATUS OF REPURCHASED H SHARES
The Listing Rules provide that the listing of all the H Shares repurchased by the Company shall be held as Treasury Shares or cancelled. The Company may cancel any H Shares it repurchased and/or hold them as Treasury Shares subject to market conditions and its capital management needs at the relevant time of the repurchases as well as applicable laws and regulations. Should the H Shares repurchased by the Company be cancelled, all the relevant share certificates shall be cancelled and destroyed and the Company will ensure that the documents of title of the repurchased H Shares are cancelled and destroyed within the time limit prescribed by the laws and regulations applicable to the Company following settlement of any such repurchase. Should the H Shares repurchased by the Company be held as Treasury Shares, the listing of all H Shares which are held as Treasury Shares shall be retained, and the Company will ensure that the Treasury Shares are appropriately identified, segregated and retained in accordance with applicable laws and regulations.
7. GENERAL INFORMATION
Each of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) currently does not intend to sell any H Shares to the Company following the approval by the Shareholders of granting the Repurchase Mandate.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
The Directors will exercise the power of the Company to repurchase H Shares pursuant to the Repurchase Mandate in compliance with the Listing Rules and applicable laws and regulations.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the granting of 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.
The Company may cancel such H Shares repurchased or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases, which may change due to evolving circumstances. For any Treasury Shares (if applicable) deposited with 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 its own name as Treasury Shares.
8. TAKEOVERS CODE IMPLICATIONS
If, as a result of any repurchase of H Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase in proportionate interest will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate his/her/its/their control of the Company and thereby becoming obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the WVR Beneficiary were Mr. Zheng, Mr. Li, Mr. Liu and Mr. Che through their associates, held in aggregate 218,560,434 Class A Ordinary Shares, representing (a) approximately $16.33\%$ of the Company's issued Shares; (b) approximately $16.33\%$ of the effective voting rights with respect to shareholder resolutions relating to Reserved Matters, on the basis that each Share entitles the Shareholder to one vote per share; and (c) approximately $66.15\%$ of the effective voting rights, on the basis that Class A Ordinary Shares entitle the Shareholder to ten vote per share and Class B Ordinary Shares entitle the Shareholder to one votes per share. Pursuant to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Repurchase Mandate, the WVR Beneficiaries must reduce their weighted voting rights in the Company
- 12 -
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
proportionately through conversion of a proportion of their Class B ordinary shares into Class A Ordinary Shares, if the reduction in the number of Shares in issue (after deducting Treasury Shares) would otherwise result in an increase in the proportion of Class B Ordinary Shares. As such, to the best knowledge and belief of the Directors, the exercise of the Repurchase Mandate is not expected to give rise to an obligation of the WVR Beneficiaries 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 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.
In addition, the Directors do not propose to repurchase Shares which would result in less than the relevant prescribed minimum percentage of Shares in public hands as required by the Stock Exchange.
9. REPURCHASES OF SHARES MADE BY THE COMPANY
Since the Listing Date up to the Latest Practicable Date, the Company had not repurchased any of its Shares.
10. SHARE PRICES
As the Company was only listed on the Listing Date, being July 9, 2025, the Company does not have recorded prices at which the H Shares were traded on the Stock Exchange for each of the previous 12 months. In lieu of such, the highest and lowest prices at which the H Shares were traded on the Stock Exchange during each of the previous ten months preceding up to and including the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| July (since the Listing Date) | 20.60 | 16.06 |
| August | 22.20 | 16.71 |
| September | 30.56 | 20.82 |
| October | 33.90 | 25.28 |
| November | 27.96 | 20.38 |
| December | 25.78 | 21.52 |
| 2026 | | |
| January | 33.50 | 21.88 |
| February | 29.50 | 23.30 |
| March | 23.84 | 16.83 |
| April (up to the Latest Practicable Date) | 19.83 | 17.16 |
APPENDIX II
THE COMPARISON TABLE OF AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| Current provisions | Amended provisions |
|---|---|
| Article 13 The business scope of the Company is: road freight transportation of general cargos (using clean energy and new energy vehicles only); technology development, technology consultation and technology service of robotics system; transfer of proprietary technologies; software development; software system integration; business management consultation; wholesale of machinery and equipment, electronic products, computer hardware and software and peripheral devices; warehousing service; road freight forwarding; commissioned agency (excluding auction); product design; import and export of goods and technology, and import and export agency (products involving quota license or special management provisions shall be subject to relevant state regulations); international freight forwarding by land; international freight forwarding by air. (Market entities shall independently choose their business projects and carry out business activities in accordance with laws; with regard to road freight transportation of general cargos (using clean energy and new energy vehicles only) and for projects subject to approval in accordance with laws, operating activities can only be conducted upon approval by relevant authorities and to the extent authorised by such approval; it is not allowed to engage in operating activities prohibited or restricted by industrial policies of the country and the city where it is located.) | Article 13 The business scope of the Company is: road freight transportation of general cargos (using clean energy and new energy vehicles only); technology development, technology consultation and technology service of robotics system; transfer of proprietary technologies; software development; software system integration; business management consultation; wholesale of machinery and equipment, electronic products, computer hardware and software and peripheral devices; warehousing service; road freight forwarding; commissioned agency (excluding auction); product design; import and export of goods and technology, and import and export agency (products involving quota license or special management provisions shall be subject to relevant state regulations); international freight forwarding by land; international freight forwarding by air; external investment. (Market entities shall independently choose their business projects and carry out business activities in accordance with laws; with regard to road freight transportation of general cargos (using clean energy and new energy vehicles only) and for projects subject to approval in accordance with laws, operating activities can only be conducted upon approval by relevant authorities and to the extent authorised by such approval; it is not allowed to engage in operating activities prohibited or restricted by industrial policies of the country and the city where it is located.) |
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APPENDIX II
THE COMPARISON TABLE OF AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| Current provisions | Amended provisions |
|---|---|
| Article 115 The Board of Directors consists of 12 directors, including executive directors, non-executive directors and independent non-executive directors, and the number of independent non-executive directors shall not be less than one-third of all directors and shall not be less than three. | Article 115 The Board of Directors shall consist of three or more members, and employee representatives may serve as directors on the Board, including executive directors, non-executive directors and independent non-executive directors, and the number of independent non-executive directors shall not be less than one-third of all directors and shall not be less than three. |
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NOTICE OF THE 2025 ANNUAL GENERAL MEETING
Geek+
Beijing Geekplus Technology Co., Ltd.
北京極智嘉科技股份有限公司
(A joint stock company controlled through weighted voting rights and incorporated in the People's Republic of China with limited liability)
(Stock Code: 2590)
NOTICE OF THE 2025 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2025 annual general meeting (the “AGM”) of Beijing Geekplus Technology Co., Ltd. (the “Company”) will be held on Tuesday, May 26, 2026 at 2:00 p.m. at Conference Room, 9/F, Building No. 5, Beijing GLP I-Park International Industrial Park, No. 12 Anxiang Street, Shunyi District, Beijing for the purposes of considering and, if thought fit, approving the following resolutions. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company’s circular dated 23 April 2026 (the “Circular”).
ORDINARY RESOLUTIONS
- To consider and approve the 2025 Report of the Board.
- To consider and approve the 2025 Audited Consolidated Financial Statements.
- To consider and approve the 2025 Annual Report.
- To authorise and approve the Board to determine the Directors’ remuneration package.
- To consider and approve the re-appointment of KPMG Hong Kong as the auditor of the Company for 2026, and to approve to authorise the Board to determine their remunerations and enter into the relevant agreements.
SPECIAL RESOLUTIONS
- To consider and approve amendments to the Articles of Association.
- To consider and, if thought fit, pass the following General Mandate to issue shares as special resolutions:
Particulars of the contents of the mandate include but are not limited to:
(a) Subject to the conditions set out in (b), (c) and (d) below and the requirements of the Listing Rules regarding the public float, the General Mandate be granted to the Board to, separately or collectively, issue, allot or deal with H Shares (including the sale or transfer of treasury shares, securities convertible into
NOTICE OF THE 2025 ANNUAL GENERAL MEETING
Shares, options, warrants or similar securities with rights to subscribe for any Shares or securities convertible into Shares) during the Relevant Period of Additional Issue (as defined below).
(b) The number of H Shares that the Board proposes to issue, allot or deal with (including the sale and transfer of treasury shares, securities convertible into Shares, options, warrants, or other similar securities that entitle the holders to subscribe for any Shares or securities convertible into Shares). For the purposes of this calculation, the number of securities to be issued, when converted into H Shares, shall not exceed 20% of the total number of H Shares of the Company in issue (excluding treasury shares (if any)) as at the date of passing of this resolution at the annual general meeting.
(c) For the purposes of this resolution, the "Relevant Period of Additional Issue" means the period commencing from the date on which this resolution is passed at the annual general meeting and ending on the earliest of: (1) the conclusion of the next annual general meeting of the Company following the date on which this resolution is passed at the annual general meeting; or (2) the date on which the general mandate granted under this resolution and the relevant sub-delegation by the Board are revoked or amended by way of a special resolution passed by the shareholders at the annual general meeting.
(d) The Board shall only exercise the aforesaid mandate in compliance with all applicable laws and regulations, the Listing Rules or all applicable requirements of any other governmental or regulatory authorities, and upon obtaining the approval of the China Securities Regulatory Commission and/or other relevant PRC governmental authorities.
(e) The Board is authorised to determine, in respect of each allotment and issue of Shares under the General Mandate, the following matters (including but not limited to):
(1) the number of Shares to be issued;
(2) the pricing method and/or issue price (including the price range), provided that such pricing shall comply with the requirements of the Listing Rules and other regulatory provisions;
(3) the commencement and completion dates of the issue;
(4) the use of proceeds;
(5) the making or granting of suggestions, agreements and options which would or might require the exercise of such powers;
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NOTICE OF THE 2025 ANNUAL GENERAL MEETING
(6) the method of issue;
(7) the target subscribers; and
(8) any other particulars required to be included in the specific issue proposal pursuant to relevant laws, regulations and other normative documents, and the requirements of relevant regulatory authorities.
(f) The Board is authorised to, without contravening the relevant laws, administrative regulations, regulatory provisions of the place of listing and the Articles of Association of Beijing Geekplus Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), execute necessary documents, complete necessary formalities and take other necessary actions within the framework and principles of this resolution for the purpose of completing the allotment, issue or dealing with of Shares, including but not limited to:
(1) engaging intermediaries in connection with the issue; considering, approving and executing agreements and documents relating to the issue on behalf of the Company, including but not limited to placing and underwriting agreements and engagement letters for intermediaries;
(2) considering, approving and executing on behalf of the Company legal documents to be submitted to relevant regulatory authorities in connection with the issue, fulfilling the relevant approval procedures in accordance with the requirements of regulatory authorities and the place of listing of the Company, and completing the necessary filing, registration and record-filing formalities with the relevant governmental authorities;
(3) making amendments to the agreements and legal documents referred to in items (1) and (2) above as required by domestic and overseas regulatory authorities; and
(4) approving and executing all acts, deeds, documents and other relevant matters which are necessary, desirable or expedient for, or incidental to, the issue.
(g) The Board is authorised to implement the issue proposal, attend to the increase in the registered capital of the Company to reflect the Shares authorised to be issued pursuant to this resolution, and make such amendments to the Articles of Association in respect of the provisions relating to the issue of Shares and registered capital as it considers appropriate and necessary, and to take any other actions required and complete any other formalities necessary to implement the issue proposal and effect the increase in the registered capital of the Company.
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NOTICE OF THE 2025 ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass the following resolution as a special resolution to approve a General Mandate to Repurchase Shares:
The specific contents of the authority include but are not limited to:
(a) Subject to paragraph (b) below, the Board be and is hereby authorised to exercise all powers of the Company to repurchase H Shares of the Company in issue during the Repurchase Relevant Period (as defined below), in compliance with all applicable laws and regulations (as amended from time to time) of the PRC governmental authorities, the China Securities Regulatory Commission, The Stock Exchange of Hong Kong Limited or any other governmental or regulatory authorities, on such terms as it considers appropriate, for the purpose of maintaining the value of the Company and protecting the interests of shareholders.
(b) The total number of H Shares of the Company repurchased pursuant to the General Mandate to Repurchase H Shares during the relevant period under the approval granted in paragraph (a) above shall not exceed 10% of the total number of H Shares of the Company in issue (excluding treasury shares (if any)) as at the date of passing of this resolution at the annual general meeting.
(c) The approval under paragraph (a) above shall only take effect upon satisfaction of the following conditions:
(1) The Company has passed a special resolution with identical terms in relation to the matters set out herein at the general meeting; and
(2) The Company has obtained all required approvals from relevant competent regulatory authorities (as applicable) in accordance with relevant laws and regulations of the PRC.
(d) To determine the purposes of H share repurchases within the scope permitted by law (including but not limited to cancellation, and/or holding such shares as treasury shares in light of market conditions and the Company's capital management needs at the time of such H share repurchases), and to handle matters necessary for such purposes (including but not limited to share cancellation, reduction of the Company's registered capital, amendment of corresponding clauses in the Articles of Association, and other relevant matters).
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NOTICE OF THE 2025 ANNUAL GENERAL MEETING
(e) To handle other matters relating to the repurchase of H shares, sign relevant documents, and take all necessary or appropriate measures, actions and procedures.
For the purpose of this resolution, the Repurchase Relevant Period shall mean the period commencing on the date on which this resolution is approved by the Annual General Meeting and ending on the earlier of: (1) the conclusion of the next Annual General Meeting of the Company following approval of this resolution by the Annual General Meeting; or (2) the date on which shareholders pass a special resolution at the Annual General Meeting to revoke or amend the general mandate granted hereunder and any delegated authority conferred on the Board thereof.
By order of the Board
Beijing Geekplus Technology Co., Ltd.
Zheng Yong
Chairman of the Board, Executive Director
and Chief Executive Officer
Hong Kong, 23 April 2026
As at the date of this announcement, the Board comprises (i) Mr. Zheng Yong, Mr. Li Hongbo, Mr. Chen Xi and Mr. Liu Kai as executive Directors; (ii) Mr. Xia Zhijin, Mr. Chan Wo Kong, Mr. Bai Jin and Mr. Li Ke as non-executive Directors; and (iii) Ms. Chen Chen, Mr. Liu Dacheng, Mr. Chen Shaohua and Mr. Han Yu as independent non-executive Directors.
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NOTICE OF THE 2025 ANNUAL GENERAL MEETING
Notes:
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All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Company at www.usas.com and the Stock Exchange at www.hkexnews.hk after the AGM.
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Any Shareholder entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy needs not be a Shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every Shareholder of the Company presents in person or by proxy shall be entitled to one vote for each share held by him/her.
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In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the Company's H share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for Shareholders of H Shares), at least 24 hours before the AGM (i.e. before 2:00 p.m. on 25 May 2026) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the AGM or any adjourned meeting thereof should he/she so wish.
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To ascertain shareholders' eligibility to attend and vote at AGM, the register of members of the Company will be closed from Wednesday, May 20, 2026 to Tuesday, May 26, 2026 (both days inclusive) during which period no share transfer will be effected. In order to qualify for attending and voting at the AGM, unregistered holders of shares of the Company should ensure that all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar, (i.e. Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong), for registration no later than 4:30 p.m. on Tuesday, May 19, 2026.
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Shareholders and their proxies are required to produce identity proof when attending the AGM (and any adjournment hereof).
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The AGM is expected to last for no more than half a day. Shareholders or their proxies attending the AGM are responsible for their own transportation and accommodation expenses.
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All times refer to Hong Kong local time, except as otherwise stated.
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