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Beijing Geekplus Technology Co., Ltd. — Proxy Solicitation & Information Statement 2026
Apr 24, 2026
50696_rns_2026-04-23_a57f6858-36f6-41e6-8887-a227666659ee.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
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
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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(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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- 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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(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 notice, 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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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.