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China Strategic Technology Group Limited Proxy Solicitation & Information Statement 2025

Oct 22, 2025

50120_rns_2025-10-22_ca85b60a-e8b2-4be5-bf71-19e48d320ec8.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 as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in USPACE Technology Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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USPACE Technology Group Limited

洲際航天科技集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1725)

PROPOSED CHANGE OF COMPANY NAME

AND
NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “EGM”) of USPACE Technology Group Limited (the “Company”) to be held at No. Unit 07–10, 54th Floor, East Tower, Tianying Plaza, 222 Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong, the People’s Republic of China (the “PRC”) on Friday, 7 November 2025 at 9:30 a.m. is set out on pages EGM-1 to EGM-2 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM (i.e. 9:30 a.m. on Wednesday, 5 November 2025) and/or any adjournment 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 EGM and/or at any adjournment thereof (as the case may be), should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

23 October 2025


CONTENTS

Page

Letter from the Board ... 1

Notice of Extraordinary General Meeting ... EGM-1

  • i -

LETTER FROM THE BOARD

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USPACE Technology Group Limited

洲際航天科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1725)

Executive Directors:

Mr. Gu Lin (Chairman)

H.H. Shaikh Mohammed Maktoum Juma

Al-Maktoum (Deputy Chairman)

Mr. Zhang Yuanqi

Mr. Ma Fujun

Independent non-executive Directors:

Mr. Yao Xinguo

Mr. Boris Tadić

Ms. Chow Yin Kwan Yvonne

Registered Office in Cayman Islands:

Cricket Square

Hutchins Drive, P.O. Box 2681

Grand Cayman, KY1-1111

Cayman Islands

Principal Place of

Business in Hong Kong:

Units 917-920, 9th Floor

One Island South

No. 2 Heung Yip Road

Wong Chuk Hang

Hong Kong

23 October 2025

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 13 October 2025 regarding, among others, the Proposed Change of Company Name (as defined below) (the "Announcement"). Unless otherwise stated, capitalised terms used in this circular shall have the same meanings as those defined in the Announcement.

The purpose of this circular is to provide the shareholders of the Company (the "Shareholder(s)") with details regarding the Proposed Change of Company Name and the related special resolution to be proposed at the EGM, together with the notice convening the EGM.


LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The board (the “Board”) of directors (the “Director(s)”) of the Company proposes to change the English name of the Company from “USPACE Technology Group Limited” to “China Strategic Technology Group Limited” and to adopt the Chinese name “中國技術集團有限公司” as the dual foreign name of the Company in place of its existing Chinese name “洲際航天科技集團有限公司” (the “Proposed Change of Company Name”).

Conditions for the Proposed Change of Company Name

The Proposed Change of Company Name is conditional upon the following conditions having been satisfied:

(i) the passing of a special resolution by the Shareholders approving the Proposed Change of Company Name at the EGM; and
(ii) the Registrar of Companies in Cayman Islands granting approval for the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in Cayman Islands registers the new English name in place of the existing English name of the Company and registers the new dual foreign name in Chinese of the Company as set out in the certificate of incorporation on change of name to be issued by the Registrar of Companies in Cayman Islands. The Company will then carry out all necessary filing and/or registration procedures with the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

Reasons for the Proposed Change of Company Name

The Board is of the view that the Proposed Change of Company Name will better reflect the future strategic positioning and business development of the Company and its subsidiaries (the "Group"). The Board believes that the new name can bring a new atmosphere to the Company's corporate image and identity, be conducive the Group's current and future business expansion and brand building, and benefit the future development of the Group. Accordingly, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effect of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the Shareholders or the daily operations of the Company or its financial position. All the existing share certificates of the Company in issue bearing the existing name of the Company will, upon the Proposed Change of Company Name becoming effective, continue to be effective and as documents of title to the shares of the Company (the "Shares") and will continue to be valid for trading, settlement, registration and delivery purposes.

  • 2 -

LETTER FROM THE BOARD

Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Upon the Proposed Change of Company Name becoming effective, all new share certificates of the Company will be issued only in the new name of the Company.

After the Proposed Change of Company Name becomes effective, the English and Chinese stock short names of the Company for trading of the Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) will be changed subject to the confirmation by the Stock Exchange.

Further announcement(s) will be made by the Company to inform the Shareholders of, among other things, the poll results of the EGM, the effective date of the Proposed Change of Company Name, the new English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange as and when appropriate.

3. EGM

The notice of EGM is set out on pages EGM-1 to EGM-2 of this circular. The EGM will be held at No. Unit 07-10, 54th Floor, East Tower, Tianying Plaza, 222 Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong, PRC on Friday, 7 November 2025 at 9:30 a.m., for the Shareholders to consider and, if thought fit, to approve the Proposed Change of Company Name.

A form of proxy is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM (i.e. 9:30 a.m. on Wednesday, 5 November 2025) and/or any adjournment 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 EGM and/or any adjournment thereof (as the case may be) should you so wish, and in such event, the form of proxy shall be deemed to be revoked.

4. VOTING BY POLL

In compliance with the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), voting on the special resolution to approve the Proposed Change of Company Name will be taken by way of poll at the EGM. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, none of the Shareholders has direct or indirect material interest in the Proposed Change of Company Name and are required to abstain from voting on the special resolution to be proposed at the EGM.


LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the 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. Accordingly, the special resolution to be proposed at the EGM will be put to vote by way of poll at the EGM. An announcement on the results of the poll will be published in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Tuesday, 4 November 2025 to Friday, 7 November 2025 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, all completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, 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 not later than 4:30 p.m. on Monday, 3 November 2025.

6. RECOMMENDATION

The Directors consider that the Proposed Change of Company Name is beneficial to and in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the special resolution to be proposed at the EGM.

7. 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 respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By Order of the Board

USPACE Technology Group Limited

Gu Lin

Chairman and Executive Director


NOTICE OF EXTRAORDINARY GENERAL MEETING

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USPACE Technology Group Limited

洲際航天科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1725)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “EGM”) of USPACE Technology Group Limited (the “Company”) will be held at No. Unit 07-10, 54th Floor, East Tower, Tianying Plaza, 222 Xingmin Road, Zhujiang New Town, Tianhe District, Guangzhou, Guangdong, PRC on Friday, 7 November 2025 at 9:30 a.m. for the purposes of considering and, if thought fit, passing the following resolution as special resolution of the Company:

SPECIAL RESOLUTION

1. “THAT

(a) subject to and conditional upon the approval of the Registrar of Companies in Cayman Islands having been obtained, the English name of the Company be changed from “USPACE Technology Group Limited” to “China Strategic Technology Group Limited” and the Chinese name of “中國技術集團有限公司” be adopted as the dual foreign name of the Company in place of its existing Chinese name “洲際航天科技集團有限公司” (the “Proposed Change of Company Name”); and

(b) any one or more of the directors of the Company or the officer of the Company be and is/are hereby authorised to do all such acts and things and to sign, execute, seal (where required) and deliver all such documents and to take all such steps as he/she/they in his/her/their discretion may consider necessary, appropriate, desirable or expedient to give effect to or to implement this resolution and to attend to any necessary filing and/or registration for and on behalf of the Company in respect of the Proposed Change of Company Name.”

By Order of the Board

USPACE Technology Group Limited

Gu Lin

Chairman and Executive Director

Hong Kong, 23 October 2025


NOTICE OF EXTRAORDINARY GENERAL MEETING

Principal place of
business in Hong Kong:
Units 917–920, 9th Floor
One Island South
No. 2 Heung Yip Road
Wong Chuk Hang
Hong Kong

Registered Office in Cayman Islands:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1–1111
Cayman Islands

Notes:

  1. Any shareholder of the Company (the “Shareholder(s)”) entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a Shareholder but must attend the EGM in person to represent the Shareholder.

  2. The instrument appointing a proxy must be signed by a Shareholder or any attorney duly authorised in writing or, in the case of a corporation, the instrument must either be executed under its common seal or under the hand of any officer, attorney or other person duly authorised.

  3. Where there are joint holders of any shares of the Company (the “Share(s)”), any one of the joint holders may vote at the EGM and/or at any adjournment (as the case may be), either personally or by proxy, in respect of such Shares as if he/she is solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

  4. In order to be valid, the form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM (i.e. 9:30 a.m. on Wednesday, 5 November 2025) and/or any adjournment thereof (as the case may be).

  5. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the EGM and/or at any adjournment thereof (as the case may be), should the Shareholder so wish, and in such event, the form of proxy shall be deemed to be revoked.

  6. The register of members of the Company will be closed from Tuesday, 4 November 2025 to Friday, 7 November 2025 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, 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 not later than 4:30 p.m. on Monday, 3 November 2025.

  7. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the resolution set out in this notice shall be voted by way of poll.

  8. EGM-2 -