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China Technology Industry Group Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any 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 China Technology Industry Group Limited (“Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser, the 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 (“Stock Exchange”) 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.
中国科技产业集团有限公司
CHINA TECHNOLOGY INDUSTRY GROUP LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8111)
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(2) RE-ELECTION OF DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in this cover shall have the same meanings as defined in this circular.
A notice convening the AGM to be held at Room 2603, Huixin Apartment, No. 8 Beichen East Road, Chaoyang District, Beijing, the People’s Republic of China on Monday, 29 September 2025 at 11:00 a.m. is set out on pages 16 to 22 of this circular. Whether or not you are able to attend and/or vote at the AGM, you are requested to complete the accompanying 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, Wanchai, Hong Kong by 11:00 a.m. (Hong Kong time) on Saturday, 27 September 2025 or not less than 48 hours before the time appointed for any adjourned meeting of the AGM. 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 and, in such event, the form of proxy previously submitted shall be deemed to be revoked.
This circular will remain on the website of the Company at www.chinatechindgroup.com and the website of the Stock Exchange at www.hkexnews.hk on the “Latest Company Announcements” page for at least seven days from the date of its posting.
5 September 2025
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
Characteristics of GEM ... i
Definitions ... 1
Letter from the Board ... 4
Appendix I – Explanatory Statement ... 9
Appendix II – Biographical details of Directors offered for re-election. 13
Notice of AGM ... 16
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be held at Room 2603, Huixin Apartment, No. 8 Beichen East Road, Chaoyang District, Beijing, China on Monday, 29 September 2025 at 11:00 a.m. or any adjournment thereof
"Articles"
the existing articles of association of the Company, as amended from time to time
"associate(s)"
has the meaning ascribed to it under the GEM Listing Rules
"Board"
the board of directors of the Company
"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"close associate(s)"
has the meaning ascribed to it under the GEM Listing Rules
"Companies Act"
the Companies Act, Cap. 22 (as revised) of the Cayman Islands
"Company"
China Technology Industry Group Limited (中國科技產業集團有限公司), a company incorporated in the Cayman Islands, the issued securities of which are listed and traded on the GEM of the Stock Exchange
"connected person(s)"
has the meaning ascribed to it under the GEM Listing Rules
"controlling shareholder(s)"
has the meaning ascribed to it under the GEM Listing Rules
"core connected person(s)"
has the meaning ascribed to it under the GEM Listing Rules
"Director(s)"
the director(s) of the Company
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DEFINITIONS
| “Extension Mandate” | a general and unconditional mandate to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted, issued or otherwise dealt with under the Issue Mandate |
|---|---|
| “GEM” | GEM operated by the Stock Exchange |
| “GEM Listing Rules” | Rules Governing the Listing of Securities on GEM of the Stock Exchange |
| “Group” | the Company and its subsidiaries from time to time |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People's Republic of China |
| “Issue Mandate” | a general and unconditional mandate to allot, issue or otherwise deal with new Shares (including any sale and transfer of treasury shares out of treasury) up to a maximum of 20% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution at the AGM |
| “Latest Practicable Date” | 2 September 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular |
| “PRC” or “China” | the People's Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People's Republic of China, and Taiwan) |
| “Repurchase Mandate” | a general and unconditional mandate to exercise all powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution at the AGM |
| “RMB” | Renminbi, the lawful currency of the PRC |
– 2 –
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DEFINITIONS
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) |
|---|---|
| “Share Option Scheme” | the share option scheme adopted by the Company which became effective on 26 August 2014, with details set out in the circular of the Company dated 21 July 2014 |
| “Share(s)” | ordinary share(s) of HK$0.001 each in the share capital of the Company |
| “Shareholder(s)” | holder(s) of the Share(s) of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “subsidiary/subsidiaries” | has the meaning ascribed to it under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) |
| “substantial Shareholder(s)” | has the meaning ascribed to it under the GEM Listing Rules |
| “Takeovers Code” | the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong |
| “treasury shares” | has the meaning ascribed to it under the GEM Listing Rules |
| “%” | percentage |
References to time and dates in this circular are to Hong Kong time and dates unless otherwise specified.
LETTER FROM THE BOARD
中国科技产业集团有限公司
CHINA TECHNOLOGY INDUSTRY GROUP LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8111)
Executive Directors:
Huang Bo (Chairman)
Huang Yuanming
Zhang Jinhua
Tse Man Kit Keith
Hu Xin
Independent non-executive Directors:
Cheung Ting Kin
Ma Xingqin
Qiao Wencai
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principal place of business in
Hong Kong:
Suite 704, 7th Floor,
Ocean Centre,
Harbour City,
Kowloon,
Hong Kong
5 September 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES
TO ISSUE AND REPURCHASE SHARES; AND
(2) RE-ELECTION OF DIRECTORS
INTRODUCTION
The primary purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM and to give you notice of the AGM. Resolutions to be proposed at the AGM include, among others, ordinary resolutions relating to (i) the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (ii) the re-election of Directors.
LETTER FROM THE BOARD
ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE
At the annual general meeting of the Company held on 27 September 2024, the Directors were granted, among other things, (a) a general and unconditional mandate to allot, issue or otherwise deal with Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution; (b) a general and unconditional mandate to repurchase, on the Stock Exchange, Shares up to a maximum of 10% of the aggregate number of the issued Shares as at the date of passing of the relevant resolution; and (c) the power to extend the general mandate mentioned in (a) above by the aggregate number of Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (b) above. The abovementioned mandates will expire at the conclusion of the AGM.
At the AGM, an ordinary resolution will be proposed that the Directors be granted the Issue Mandate, i.e. a general and unconditional mandate to allot, issue or otherwise deal with new Shares (including any sale and transfer of treasury shares out of treasury) up to a maximum of 20% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution. As at the Latest Practicable Date, a total of 460,976,684 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 92,195,336 Shares.
The Directors do not have immediate plan to issue any new Shares pursuant to the Issue Mandate. The Company will make further announcement(s) to keep its shareholders and potential investors informed of any developments as and when appropriate.
At the AGM, an ordinary resolution will also be proposed to grant the Directors the Repurchase Mandate, i.e. a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution.
In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the AGM providing that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted, issued or otherwise dealt with under the Issue Mandate.
Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 46,097,668 Shares.
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LETTER FROM THE BOARD
The Directors do not have immediate plan to repurchase any Shares pursuant to the Repurchase Mandate but consider that the Repurchase Mandate will provide the Company with the flexibility to make such repurchase when appropriate and beneficial to the Company.
Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the end of the period within which the Company is required by the Companies Act or the Articles to hold its next annual general meeting; or (iii) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting.
Under the GEM Listing Rules, the Company is required to give to all Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement for such purpose is set out in Appendix I to this circular.
RE-ELECTION OF DIRECTORS
In accordance with Article 108(A) of the Articles, Mr. Huang Bo, Ms. Hu Xin and Ms. Ma Xingqin, will retire as Directors by rotation at the AGM, and being eligible, will offer themselves for re-election as Directors at the AGM.
Particulars of the Directors who will offer themselves for re-election at the AGM are set out in Appendix II to this circular.
VOTING BY WAY OF POLL
Pursuant to Rule 17.47(4) of the GEM Listing Rules, all votes at the AGM will be taken by poll. The Company will announce the results of the poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
ACTIONS TO BE TAKEN
At the AGM, ordinary resolutions will be proposed to approve, among other matters, the following:
(a) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and
(b) the re-election of Directors.
LETTER FROM THE BOARD
Whether or not you are able to attend the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same by 11:00 a.m. (Hong Kong time) on Saturday, 27 September 2025 or not less than 48 hours before the time appointed for any adjourned meeting of the AGM 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, Wanchai, Hong Kong. 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 and in such event, the form of proxy previously submitted shall be deemed to be revoked.
CLOSURE OF REGISTER OF MEMBERS AND RECORD DATE
For determining the entitlement of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 24 September 2025 to Monday, 29 September 2025, both days inclusive, during which no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM, all share transfer documents 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, Wanchai, Hong Kong, for registration no later than 4:30 p.m. (Hong Kong time) on Tuesday, 23 September 2025. The record date for determining the entitlements of the Shareholders to attend and vote at the AGM will be on Monday, 29 September 2025.
RECOMMENDATION
The Directors believe that the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, the re-election of Directors and the proposed amendments to the Articles are in the interests of the Company and the Shareholders as a whole.
The Directors believe that an exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company.
The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be exercised when the Directors believe that repurchases of Shares will benefit the Company and the Shareholders as a whole.
Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
LETTER FROM THE BOARD
No Shareholder is required to abstain from voting on any of the resolutions to be proposed at the AGM under the GEM Listing Rules.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular.
As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or his/her close associate(s) had any interest in a business which competes or may compete with the business of the Group.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.
By Order of the Board
China Technology Industry Group Limited
Huang Bo
Chairman
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APPENDIX I
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to provide requisite information to you as to the proposed Repurchase Mandate.
1. GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The GEM Listing Rules permit a listed company to repurchase its shares on the Stock Exchange and any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of its shareholders, either by way of a general mandate or a specific approval.
2. SHARE CAPITAL
It is proposed that up to 10% of the aggregate number of the issued Shares at the date of passing of the resolution granting the Repurchase Mandate may be repurchased by the Company. As at the Latest Practicable Date, there was a total of 460,976,684 Shares in issue.
Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 46,097,668 Shares.
If the Company purchases any Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the Shares repurchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made.
To the extent that any treasury shares are deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS, (ii) in the case of dividends or distributions, the Company will 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; and (iii) take any other appropriate 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.
APPENDIX I
EXPLANATORY STATEMENT
3. REASONS FOR THE REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.
4. FUNDING OF REPURCHASE
Repurchase(s) made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles, the GEM Listing Rules, the Companies Act and other applicable laws of the Cayman Islands. A listed company may not repurchase its own 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. Under the Companies Act, repurchases by the Company may only be made out of profits of the Company, the Company's share premium account or the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if so authorised by the Articles and subject to the provisions of the Companies Act, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be repurchased must be provided for out of profits or the share premium account of the Company or, if so authorised by the Articles and subject to the provisions of the Companies Act, out of capital.
Taking into account the current working capital position of the Company, the Directors consider that there might be a material adverse impact on the working capital and/or the gearing position of the Company as compared with the position as at 31 March 2025, being the date of its latest published audited consolidated financial statements, in the event that the proposed repurchases in the Repurchase Mandate were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not intend to make any repurchase to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors is from time to time appropriate for the Company.
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APPENDIX I
EXPLANATORY STATEMENT
5. SHARE PRICES
The highest and lowest prices at which the Shares have been traded on GEM in each of the 12 calendar months immediately preceding the Latest Practicable Date are as follows:
| Highest HK$ | Lowest HK$ | |
|---|---|---|
| September 2024 | 0.095 | 0.072 |
| October 2024 | 0.130 | 0.079 |
| November 2024 | 0.178 | 0.113 |
| December 2024 | 0.190 | 0.159 |
| January 2025 | 0.203 | 0.160 |
| February 2025 | 0.183 | 0.160 |
| March 2025 | 0.180 | 0.147 |
| April 2025 | 0.142 | 0.110 |
| May 2025 | 0.124 | 0.124 |
| June 2025 | 0.158 | 0.100 |
| July 2025 | 0.156 | 0.095 |
| August 2025 | 0.170 | 0.120 |
| September 2025 (up to the Latest Practicable Date) | 0.161 | 0.161 |
6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING
If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, if a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company, such Shareholder or group of Shareholders would become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made pursuant to the Repurchase Mandate.
The Directors have no present intention to exercise the Repurchase Mandate to such extent that may result in any mandatory offer being required under the Takeovers Code or may result in a public shareholding of less than $25\%$ , the prescribed minimum percentage of the Shares in issue required by the Stock Exchange to be held by the public.
APPENDIX I
EXPLANATORY STATEMENT
7. SHARE REPURCHASE MADE BY THE COMPANY
The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.
8. GENERAL
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates have any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any Shares held by him/her/it to the Company in the event that the Repurchase Mandate is granted.
Neither the explanatory statement in this appendix nor the proposed Repurchase Mandate has any unusual features.
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APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS OFFERED FOR RE-ELECTION
The biographical details of the Directors who will offer for re-election at the AGM are set out below:
HUANG BO
Mr. Huang Bo, aged 60, received a Bachelor of Engineering from Southeast University (東南大學) in 1988 and a Master of Commerce, majoring in Management, from IIC University of Technology in 2022. He previously worked at various companies that specialise in renewable energy and has accumulated extensive experience in the construction and development of renewable energy-related businesses, including currently serving as the chairman of Wan Jee Co., Ltd* (萬旗股份有限公司) since 2015. Mr. Huang Bo is the father of Mr. Huang Yuanming.
Pursuant to the service contract entered into between the Company and Mr. Huang Bo, Mr. Huang Bo is appointed for continuous term commencing from 12 December 2023 unless terminated by not less than one month's notice in writing served by either party on the other and is subject to retirement by rotation and re-election in accordance with the articles of association of the Company and the GEM Listing Rules. Mr. Huang Bo is entitled to a monthly remuneration of HK$30,000, which was recommended by the Remuneration Committee and has been determined with reference to the prevailing market conditions, his qualification and level of experience, and his roles and responsibilities in the Group, subject to review by the Board and the Remuneration Committee from time to time. He has not entered into nor proposed to enter into any service contracts which fall within the meanings of Rule 17.90 of the GEM Listing Rules requiring the prior approval of the Shareholders at general meetings, with the Company.
Pursuant to code provision C.2.1 of Appendix C1 of the GEM Listing Rules, the roles of Chairman and CEO should be separate and should not be performed by the same individual. The Board believes that vesting the two roles in Mr. Huang Bo provides the Group with seamless leadership in the development and execution of the Group's business strategies and is beneficial to the Group. The Directors will continue to review the effectiveness of the current structure and assess whether separation of the roles is necessary.
As at the Latest Practicable Date, Mr. Huang Bo is a substantial shareholder of the Company and is interested in 86,825,934 ordinary shares of the Company, representing approximately $18.84\%$ of the issued share capital of the Company.
As at the Latest Practicable Date, Mr. Huang Bo holds 3,169,065 share options granted under the Share Option Scheme, representing approximately $0.69\%$ of the entire issued share capital of the Company.
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APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS OFFERED FOR RE-ELECTION
Save as disclosed above, (i) Mr. Huang Bo does not hold any other position with the Company or its subsidiaries nor have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company; (ii) Mr. Huang Bo has not held any directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) Mr. Huang Bo has not held any other major appointments and professional qualifications; and (iv) Mr. Huang Bo does not have any interest or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Save as disclosed above, there are no other matters relating to Mr. Huang Bo's re-election that need to be brought to the attention of the Shareholders nor any information to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.
HU XIN
Ms. Hu Xin ("Ms. Hu"), aged 42, was appointed as an executive Director on 19 March 2012 and has become the compliance officer and one of the authorised representatives of the Company starting from 13 July 2012. She obtained her Bachelor of Management in Accounting from Chongqing Institute of Technology (重慶工學院), presently known as Chongqing University of Technology (重慶理工大學). Ms. Hu had been the general accountant (總賬會計) of ST Electronics (Software Services) Ltd. (新鋼信息系统(深圳)有限公司) and was involved in financial management.
Ms. Hu is also the director of Shaanxi Baike New Energy Technology Development Co., Ltd.* (陝西百科新能源科技發展有限公司), Soluteck (BVI) Holdings Limited, Soluteck Investments Limited, Truth Honour Electronic Limited and Truth Honour (BVI) Holdings Limited. Ms. Hu has extensive experience in new energy power system data estimates.
There is no service contract made between the Company and Ms. Hu. Ms. Hu is not appointed for a specified term and is subject to retirement by rotation and other related provisions as stipulated in the Articles. The remuneration of Ms. Hu is HKD22,500 per month which was determined by the Board with reference to the prevailing market rates, her roles and responsibilities.
As at the Latest Practicable Date, Ms. Hu did not have any interests in the Shares within the meaning of Part XV of the SFO.
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APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS OFFERED FOR RE-ELECTION
Save as disclosed above, as at the Latest Practicable Date, Ms. Hu (i) had not held any other major appointments and qualifications or directorships in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) did not have any other relationships with any Directors, senior management, substantial Shareholders or controlling Shareholders; and (iii) did not hold any other positions with the Company and other members of the Group.
Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 17.50(2) of the GEM Listing Rules and there is no other matter relating to the re-election of Ms. Hu that needs to be brought to the attention of the Shareholders.
MA XINGQIN
Ms. Ma Xingqin (“Ms. Ma”), aged 37, graduated from the China University of Petroleum (中國石油大學(華東)) in the PRC with a Bachelor degree in Accounting and a Master’s degree in Management in 2009 and 2011 respectively. Ms. Ma is a member of the Chinese Institute of Certified Public Accountants (non-practising). Ms. Ma has more than 11 years’ experience in auditing and corporate financial management. Ms. Ma has worked in an accounting firm in the PRC. She was responsible for the accounting work until June 2018 in the Chongqing branch of Aluminum Corporation of China Limited, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 2600), the New York Stock Exchange (stock code: ACH) and the Shanghai Stock Exchange (stock code: SH601600). Ms. Ma was appointed as an independent non-executive Director on 19 July 2016.
Pursuant to the letter of appointment signed between Ms. Ma and the Company, Ms. Ma was appointed for a term of one year commencing from 19 July 2016 which has been renewed annually unless terminated by not less than one month’s notice in writing served by either party on the other and is subject to retirement by rotation and other related provisions as stipulated in the Articles. The remuneration of Ms. Ma is RMB3,550 per month which was determined by the Board with reference to the prevailing market conditions, her roles and responsibilities.
As at the Latest Practicable Date, Ms. Ma did not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, as at the Latest Practicable Date, Ms. Ma (i) had not held any other major appointments and qualifications or directorships in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) did not have any other relationships with any Directors, senior management, substantial Shareholders or controlling Shareholders; and (iii) did not hold any other positions with the Company and other members of the Group.
Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 17.50(2) of the GEM Listing Rules and there is no other matter relating to the re-election of Ms. Ma that needs to be brought to the attention of the Shareholders.
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NOTICE OF THE AGM
中国科技产业集团有限公司
CHINA TECHNOLOGY INDUSTRY GROUP LIMITED
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8111)
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of China Technology Industry Group Limited (the “Company”) will be held at Room 2603, Huixin Apartment, No. 8 Beichen East Road, Chaoyang District, Beijing, the People’s Republic of China on Monday, 29 September 2025 at 11:00 a.m. (Hong Kong time) to consider and, if thought fit, to pass with or without amendments, the following resolutions:
ORDINARY RESOLUTIONS
- to receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors and the independent auditors of the Company for the year ended 31 March 2025;
2A. to re-elect Huang Bo as a director of the Company;
2B. to re-elect Hu Xin as a director of the Company;
2C. to re-elect Ma Xingqin as a director of the Company;
2D. to authorise the board of directors of the Company to fix the remuneration of the directors of the Company; -
to re-appoint SFAI (HK) CPA Limited as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration;
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NOTICE OF THE AGM
4. "THAT:
(a) subject to paragraphs (c) and (d) below, pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and all other applicable laws, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined in paragraph (e) below) of all the powers of the Company to allot, issue or otherwise deal with the unissued shares (the "Shares") of HK$0.001 each in the share capital of the Company (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the GEM Listing Rules) out of treasury) and to make or grant offers, agreements and options, including securities convertible into Shares, which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (e) below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (e) below);
(c) the aggregate number of Shares allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (e) below); or (ii) the exercise of any options granted under the share option schemes of the Company adopted from time to time in accordance with the GEM Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) a specific authority granted or to be granted by the shareholders of the Company shall not exceed the aggregate of:
(aa) 20% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of this resolution; and
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of the Shares purchased by the Company subsequent to the passing of this resolution (up to a maximum of 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of such relevant resolution),
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NOTICE OF THE AGM
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;
(d) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (c) of this resolution shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (c) of this resolution as a percentage of the total number of the issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(e) for the purpose of this resolution:
“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.
“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong applicable to the Company).
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NOTICE OF THE AGM
Any reference to an allotment, issue, grant, offer or disposal of shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for Shares) to the extent permitted by, and subject to the provisions of, the GEM Listing Rules and applicable laws and regulations.
5. "THAT:
(a) subject to paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Shares of HK$0.001 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "SFC") and the Stock Exchange for such purpose in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act, Chapter 22 (as revised) of the Cayman Islands and all other applicable laws in this regard, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined in paragraph (d) below) shall not exceed 10% of the aggregate number of the issued Shares (excluding treasury shares, if any) as at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;
(c) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (b) of this resolution shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (b) of this resolution as a percentage of the total number of the issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and
(d) for the purposes of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
NOTICE OF THE AGM
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”
- “THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4 above be and is hereby extended by the addition to the aggregate number of the Shares which may be allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with by the Directors pursuant to or in accordance with such general mandate the aggregate number of the Shares repurchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above.”
By Order of the Board
China Technology Industry Group Limited
Huang Bo
Chairman
Hong Kong, 5 September 2025
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KYI-1111
Cayman Islands
Principal place of business
in Hong Kong:
Suite 704, 7th Floor,
Ocean Centre,
Harbour City, Kowloon,
Hong Kong
Notes:
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A shareholder of the Company (the “Shareholder”) entitled to attend and vote at the AGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his/her/its stead. A Shareholder who is the holder of two or more shares of the Company (the “Shares”) may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at a general meeting of the Company. A proxy needs not be a Shareholder. In addition, a proxy shall be entitled to exercise the same powers on behalf of a Shareholder which is a corporation and for which he/she acts as proxy as such Shareholder could exercise if it were an individual Shareholder.
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NOTICE OF THE AGM
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For determining the entitlement of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 24 September 2025 to Monday, 29 September 2025, both days inclusive, during which no transfer of the Shares will be effected. In order to be entitled to attend and vote at the AGM, all share transfers 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, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 23 September 2025. The record date for determining the entitlements of the Shareholders to attend and vote at the AGM will be on Monday, 29 September 2025.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
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To be valid, the form of proxy together with a 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 at 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, Wanchai, Hong Kong by 11:00 a.m. on Saturday, 27 September 2025 or not less than 48 hours before the time appointed for any adjourned meeting of the AGM.
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In relation to the proposed resolutions numbered 4 and 6 above, approval is being sought from the Shareholders for the grant to the directors of the Company (the "Directors") of a general mandate to authorise the allotment and issue of Shares under the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"). The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by the Shareholders.
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In relation to proposed resolution numbered 5 above, the Directors wish to state that they will only exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the Company and the Shareholders as a whole.
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Completion and return of a form of proxy will not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.
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In the case of joint holders of any Share, any one of such joint holders may vote at the AGM, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
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In compliance with the GEM Listing Rules, all resolutions to be proposed at the AGM will be voted by way of poll.
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References to time and dates in this notice are to Hong Kong time and dates unless otherwise specified.
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For identification purpose only
NOTICE OF THE AGM
As at the date of this notice, the Directors are as follows:
Executive Directors:
Huang Bo (Chairman)
Huang Yuanming
Zhang Jinhua
Tse Man Kit Keith
Hu Xin
Independent non-executive Directors:
Cheung Ting Kin
Ma Xingqin
Qiao Wencai
This notice, for which the Directors collectively and individually accept full responsibility includes particulars given in compliance with the GEM 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 notice 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 notice misleading.
This notice will remain on the website of the Company at www.chinatechindgroup.com and the website of the Stock Exchange at www.hkexnews.hk on the "Latest Company Announcements" page for at least seven days from the date of its posting.
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