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China Strategic Technology Group Limited Proxy Solicitation & Information Statement 2026

Jan 26, 2026

50120_rns_2026-01-26_f1dd7bf9-8c3d-48e0-849a-3331f49c24aa.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.

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CSTG

China Strategic Technology Group Limited

中國技術集團有限公司

(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 China Strategic 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 Wednesday, 11 February 2026 at 9:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. “THAT:

(a) the subscription agreement entered into between the Company (as the issuer) and Ms. Zhong Li (“Subscriber I”) (as the subscriber) dated 5 December 2025 (the “Subscription Agreement I”) (a copy of which is tabled at the EGM marked “A” and initialled by the chairman of the EGM for identification purpose), pursuant to which the Company has conditionally agreed to allot and issue, and Subscriber I has conditionally agreed to subscribe for, 81,000,000 new shares of the Company (the “Subscription Shares I”) at subscription price of HK$0.560 per share, and all the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

(b) the directors of the Company (the “Director(s)”) be and are hereby granted with a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares I in accordance with the terms and conditions of the Subscription Agreement I; and


(c) any one or more Director(s) be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements (whether under common seal or not) and to do all such acts or things deemed by him/her/them to be incidental to, ancillary to or in connection with the matters contemplated in the Subscription Agreement I and the transactions contemplated thereunder as he/she/they may in his/her/their absolute discretion consider necessary, desirable or expedient to give effect to the Subscription Agreement I and the implementation of all transactions contemplated thereunder and to agree with such variation, amendment or waiver as, in the opinion of the Directors, necessary or desirable.”

  1. “THAT:

(a) the subscription agreement entered into between the Company (as the issuer) and Mr. Xie Chang Lun (“Subscriber II”) (as the subscriber) dated 5 December 2025 (the “Subscription Agreement II”) (a copy of which is tabled at the EGM marked “B” and initialled by the chairman of the EGM for identification purpose), pursuant to which the Company has conditionally agreed to allot and issue, and Subscriber II has conditionally agreed to subscribe for, 79,926,000 new shares of the Company (the “Subscription Shares II”) at subscription price of HK$0.560 per share, and all the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

(b) the Directors be and are hereby granted with a specific mandate to exercise all the powers of the Company to allot and issue the Subscription Shares II in accordance with the terms and conditions of the Subscription Agreement II; and

(c) any one or more Director(s) be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements (whether under common seal or not) and to do all such acts or things deemed by him/her/them to be incidental to, ancillary to or in connection with the matters contemplated in the Subscription Agreement II and the transactions contemplated thereunder as he/she/they may in his/her/their absolute discretion consider necessary, desirable or expedient to give effect to the Subscription Agreement II and the implementation of all transactions contemplated thereunder and to agree with such variation, amendment or waiver as, in the opinion of the Directors, necessary or desirable.”

  • 2 -

  1. “THAT:

(a) the placing agreement entered into between the Company (as the issuer) and Pinestone Securities Limited (“Placing Agent”) dated 5 December 2025 (the “Placing Agreement”) (a copy of which is tabled at the EGM marked “C” and initialled by the chairman of the EGM for identification purpose), pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to 90,000,000 new shares of the Company (the “Placing Shares”) at placing price of HK$0.560 per share, and all the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

(b) the Directors be and are hereby granted with a specific mandate to exercise all the powers of the Company to allot and issue the Placing Shares in accordance with the terms and conditions of the Placing Agreement; and

(c) any one or more Director(s) be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements (whether under common seal or not) and to do all such acts or things deemed by him/her/them to be incidental to, ancillary to or in connection with the matters contemplated in the Placing Agreement and the transactions contemplated thereunder as he/she/they may in his/her/their absolute discretion consider necessary, desirable or expedient to give effect to the Placing Agreement and the implementation of all transactions contemplated thereunder and to agree with such variation, amendment or waiver as, in the opinion of the Directors, necessary or desirable.”

By Order of the Board

China Strategic Technology Group Limited
Gu Lin

Chairman and Executive Director

Hong Kong, 27 January 2026

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


  • 4 -

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 thereof (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 Monday, 9 February 2026) and/or at 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 Friday, 6 February 2026 to Wednesday, 11 February 2026 (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 certifications 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 Thursday, 5 February 2026.

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

As at the date of this announcement, the Board comprises Mr. Gu Lin (Chairman), Mr. Chen Youan (Deputy Chairman), Mr. Lu Huasheng, Mr. Zhang Yuanqi and Mr. Ma Fujun as executive Directors; and Mr. Yao Xinguo, Mr. Boris Tadić and Ms. Chow Yin Kwan Yvonne as independent non-executive Directors.