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CA Cultural Technology Group Limited — Proxy Solicitation & Information Statement 2026
May 15, 2026
50006_rns_2026-05-15_577c835c-81fa-492a-966d-9c9b5587f665.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 announcement, 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 announcement.

華夏文化科技集團
CA CULTURAL TECHNOLOGY GROUP
CA CULTURAL TECHNOLOGY GROUP LIMITED
華夏文化科技集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 01566)
ANNOUNCEMENT
- CHANGE OF DATE OF EXTRAORDINARY GENERAL MEETING;
- UPDATES ON RESOLUTIONS IN THE PROXY FORM;
- NO MATERIAL CHANGE CONFIRMATION BY THE BOARD; AND
- NO CHANGE IN THE ADVICE OF THE INDEPENDENT FINANCIAL ADVISER AND THE INDEPENDENT BOARD COMMITTEE
Reference is made to (i) the circular jointly issued by CA Cultural Technology Group Limited (the "Company") and Kyosei-Bank Co., Ltd. dated 27 April 2026 in relation to, among other things, the Capital Reorganisation, the Proposed Restructuring, the application for the Whitewash Waiver and the Special Deals (the "Circular"); (ii) the notice of extraordinary general meeting to be held on 18 May 2026 (the "EGM Notice") and the accompanied form of proxy (the "Original Proxy Form") dated 27 April 2026; and (iii) the update and clarification announcement dated 11 May 2026 (the "Update Announcement"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular and the Update Announcement.
The Company has instructed the Cayman Adviser to proceed with the Capital Reduction in accordance to the Amendment to Capital Reduction to proceed the Capital Reduction without court approval (the "Change in Cayman Procedures") as this reduces costs and time required for the process of the Capital Reduction. Save as the above, all other information in the Circular, the EGM Notice and the Original Proxy Form remain unchanged.
CHANGE OF DATE OF EGM
The Board announces that the EGM scheduled to be held at 10:00 a.m. on Monday, 18 May 2026 will be rescheduled to 11:15 a.m. on Wednesday, 27 May 2026. The latest time for lodging the revised forms of proxy for the Revised EGM (not less than 48 hours prior to time of the EGM) will also be correspondingly rescheduled to 11:15 a.m. on Monday, 25 May 2026. The venue of the Revised EGM will remain unchanged and will be held at the Room 2905, 29th Floor, China Resources Building, No. 26 Harbour Road, Wan Chai, Hong Kong.
Adjustment to the book closure period
In light of the postponement of the EGM, the book closure period for determining the entitlement of Shareholders to attend and vote at the Revised EGM will be extended accordingly. The register of members of the Company will now be closed from Tuesday, 12 May 2026 to Wednesday, 27 May 2026 (both days inclusive), during which period no transfer of Shares will be registered.
UPDATES ON RESOLUTIONS IN THE PROXY FORM
The Board wishes to clarify that, in preparing the required documentation to implement the Capital Reduction, the Cayman Adviser identified the following omission to the Memorandum of Association due to a pure oversight:
> "Clause 8 of the Memorandum of Association approved on 30 August 2023 did not reflect the 16 December 2015 ordinary resolution that was passed to increase the authorised share capital to HK$500,000,000 divided into 5,000,000,000 Shares of a par value of HK$0.10"
The current approved authorised share capital of HK$500,000,000 divided into 5,000,000,000 Shares of HK$0.01 will be increased to HK$10,000,000,000 divided into 1,000,000,000,000 Shares of a par value of HK$0.10 (as set out in resolution 3(A) in the 2nd Revised Proxy Form (as defined below)), and considering this, the Cayman Adviser has recommended that additional clarifying language be included in the preamble of resolutions 1 to 3 in the 2nd Revised Proxy Form (as defined below) to acknowledge the above clarification. Accordingly, the resolutions relating to the Capital Reorganization, as set out in the Original Proxy Form published on 27 April 2026 and the Revised Proxy Form published on 12 May 2026 (collectively, the "Previous Proxy Forms"), will be updated to include the relevant omission in the Memorandum of Association and to more clearly elaborate the procedures for the Capital Reorganization.
The above update does not affect other information contained in the Circular, the EGM Notice, the Previous Proxy Forms (including the holding of the EGM). This announcement is supplemental to and shall be read in conjunction with the Circular, the EGM Notice and the Previous Proxy Forms.
The 2nd EGM Notice and 2nd Revised Proxy Form
To facilitate the Shareholders to vote on the resolutions as set out in the EGM Notice and the Previous Proxy Forms, the Company has further revised the notice of EGM (the “2nd EGM Notice”) and proxy form (the “2nd Revised Proxy Form”). The 2nd EGM Notice and 2nd Revised Proxy Form, incorporated the rectified resolutions, have been published on the Company’s website at http://www.animatechina.com and the website of the Stock Exchange at http://www.hkexnews.hk on the date of this announcement (and will be despatched to the Shareholders, where necessary).
Shareholders who use the Previous Proxy Forms and/or the 2nd Revised Proxy Form must pay attention to the following:
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If Shareholders have correctly completed and duly returned the Previous Proxy Forms, it will be deemed as the valid proxy form returned by the Shareholders. Under such circumstances, the Shareholders are not required to return the 2nd Revised Proxy Form. The proxy of the Shareholder will be entitled to vote in accordance with the instruction given by the Shareholder or at his/her discretion. If the Shareholders have also correctly completed and returned the 2nd Revised Proxy Form not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting, the 2nd Revised Proxy Form shall supersede and replace the Previous Proxy Forms previously returned by the Shareholders.
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If Shareholders have not completed and returned the Previous Proxy Forms and wish to attend the EGM by proxy, the Shareholders are required to complete and return the 2nd Revised Proxy Form, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be).
Completion and deposit of the Previous Proxy Forms and/or the 2nd Revised Proxy Form will not preclude the Shareholders from attending in person and voting at the EGM or adjournment thereof if they so wish and, in such event, the instrument appointed a proxy shall be deemed to be revoked.
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NO MATERIAL CHANGE CONFIRMATION BY THE BOARD
The Directors confirm that, up to the date of this announcement, there has been no material change in the information contained in the Circular dated 27 April 2026 since its date of despatch, save for the Change in Cayman Procedures in relation to the Capital Reduction as mentioned in the Update Announcement.
NO CHANGE IN THE ADVICE OF THE INDEPENDENT FINANCIAL ADVISER AND THE INDEPENDENT BOARD COMMITTEE
As set out in the Circular, SBI China Capital Hong Kong Securities Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in respect of the terms of the Proposed Restructuring, the Whitewash Waiver and the Special Deals and the transactions contemplated thereunder, and to advise the Independent Shareholders as to whether the terms of the Proposed Restructuring, the Whitewash Waiver and the Special Deals and the transactions contemplated thereunder, are fair and reasonable and are in the interests of the Company and the Independent Shareholders as a whole and to advise on how to vote.
As set out in the "Letter from the Independent Financial Adviser" in the Circular, the Independent Financial Adviser is of the opinion that, despite Proposed Restructuring and the transactions contemplated thereunder, the Whitewash Waiver, the Special Deals and Mr. Lam's Special Deal are not in the ordinary and usual course of business of the Group, (i) the terms of the Debt Restructuring and the Subscriptions are on normal commercial terms and (ii) the term of the Proposed Restructuring, the Whitewash Waiver and the Special Deals are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Financial Adviser recommended the Independent Board Committee to advise the Independent Shareholders to vote in favor of the relevant resolution(s) in relation to the Capital Reorganisation, the Change in Board Lot Size, the Debt Restructuring by way of the Creditors' scheme, the Subscriptions, the Whitewash Waiver, the Scheme Special Deals and Mr. Lam's Special Deal to be proposed at the EGM.
The Independent Financial Adviser has confirmed that the information relating to the Change in Cayman Procedures as contained in the Update Announcement and this announcement do not affect its advice in relation to the Capital Reorganisation, the Change in Board Lot Size, the Debt Restructuring by way of the Creditors' scheme, the Subscriptions, the Whitewash Waiver, the Scheme Special Deals and Mr. Lam's Special Deal. Accordingly, there is no change to its advice and recommendation.
The Independent Board Committee, having considered the above advice from the Independent Financial Adviser, has also confirmed that its opinion and recommendations in respect of the Proposed Restructuring, the Whitewash Waiver, the Special Deals and the transactions contemplated thereunder remain unchanged.
By order of the Board
CA Cultural Technology Group Limited
Chong Heung Chung Jason
Chairman and Executive Director
Hong Kong, 15 May 2026
As of the date of this announcement, the executive Directors are Mr. Chong Heung Chung Jason and Ms. Liu Moxiang, and the independent non-executive Directors are Mr. Ni Zhenliang, Mr. Wang Guozhen and Mr. Hung Muk Ming.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
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