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DAHON TECH (SHENZHEN) CO., LTD. — AGM Information 2026
Apr 23, 2026
50661_rns_2026-04-23_6f00bc0a-7004-4e88-bf52-98fd41cb294c.pdf
AGM Information
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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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advizers.
If you have sold or transferred all your shares in DAHON TECH (SHENZHEN) CO., LTD, you should at once hand this circular, together with the 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.
DAHON TECH (SHENZHEN) CO., LTD. 大行科工(深圳)股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2543)
(1) RE-APPOINTMENT OF THE ACCOUTNING FIRM; (2) PROPOSED AMENDMENTS TO THE POLICY FOR THE ADMINISTRATION OF EXTERNAL INVESTMENTS; (3) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025;
(4) GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES; AND
(5) NOTICE OF ANNUAL GENERAL MEETING
All capitalized terms used in this circular have the meanings set out in the section headed “Definitions” in this circular. A letter from the Board is set out on pages 3 to 9 of this circular.
The Company will convene the AGM at Room 211, Block A, Manjinghua Chuangzhi Center, Shapu Community, Songgang Sub-district, Bao’an District, Shenzhen, the PRC at 9: 30 a.m. on Thursday, May 14, 2026. The notice convening the AGM is set out on pages AGM-1 to AGM-3 of this circular.
A form of proxy for use at the AGM is published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (https://dahon.com). If you intend to appoint a proxy to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof. 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.
April 23, 2026
CONTENTS
| Page | |
|---|---|
| DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
| APPENDIX I — REVISED POLICY FOR THE ADMINISTRATION |
|
| OF EXTERNAL INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . | 10 |
| APPENDIX II — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . |
16 |
| NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | AGM-1 |
– i –
DEFINITIONS
In this circular, unless otherwise defined or the context otherwise requires, the following expressions have the following meanings:
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“AGM” the 2025 annual general meeting of the Company to be convened and held at Room 211, Block A, Manjinghua Chuangzhi Center, Shapu Community, Songgang Sub-district, Bao’an District, Shenzhen, the PRC at 9: 30 a.m. on Thursday, May 14, 2026, notice of which is set out on pages AGM-1 to AGM-3 of this circular, or any adjournment thereof
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“Articles of the articles of association of the Company as amended, modified Association” or otherwise supplemental from time to time
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“Board” the board of Directors of the Company
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“Company” DAHON TECH (SHENZHEN) CO., LTD (大行科工(深圳)股份 有限公司), incorporated under the PRC laws on December 13, 2016 as a limited liability company and converted into a joint stock company, whose H Shares are listed and traded on the Stock Exchange (stock code: 2543)
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“Company Law” the Company Law of the PRC as amended for time to time
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“Director(s)” director(s) of the Company
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“Domestic Share(s)” ordinary share(s) issued by the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi by PRC nationals and/or PRC incorporated entities
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“Group”
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the Company and its subsidiaries
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“H Share(s)” overseas listed foreign shares in the share capital of our Company with nominal value of RMB1.00 each, which are listed on the main board of the Stock Exchange
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“H Shareholder(s)” the holder(s) of the H Share(s)
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“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
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“Latest Practicable April 20, 2026, being the latest practicable date prior to the Date” printing of this circular for ascertaining certain information contained herein
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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended, modified or otherwise supplemental from time to time
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DEFINITIONS
“PRC” The People’s Republic of China which shall, for the purpose of this circular “RMB” Renminbi, the lawful currency of the PRC “SAFE” State Administration of Foreign Exchange of the PRC “Share(s)” the Domestic Share(s) and the H Share(s) of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Code on Takeovers and Mergers as amended from time to time “treasury shares” has the meaning ascribed to it under the Listing Rules, as amended from time to time “%” per cent
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LETTER FROM THE BOARD
DAHON TECH (SHENZHEN) CO., LTD. 大行科工(深圳)股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2543)
Executive Directors: Registered Office and Headquarters Dr. Hon Ta-Wei (韓德瑋) and Principal Place of Busines (Chairman of the Board in the PRC: and General Manager) 801, Yizhan Business Building Ms. Li Guiyu (李桂玉) No. 8, Yizhan 4th Road, Ms. Liu Guocun (劉國存) Shapu Community Songgang Street, Ms. Lee Hsiu-Fen (李秀芬) Bao’an District Shenzhen Independent non-executive Directors: PRC Dr. Lee Lai Sun Peter (李勵生) Mr. Liu Xuequan (劉學權) Principal place of business Mr. Zhao Gensheng (趙根生) in Hong Kong: 28/F, Henley Building 5 Queen’s Road Central Central Hong Kong
April 23, 2026
To the Shareholders,
Dear Sir or Madam,
(1) RE-APPOINTMENT OF THE ACCOUTNING FIRM; (2) PROPOSED AMENDMENTS TO THE POLICY FOR THE ADMINISTRATION OF EXTERNAL INVESTMENTS; (3) PROFIT DISTRIBUTION PLAN FOR THE YEAR 2025; (4) GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES; AND (5) NOTICE OF ANNUAL GENERAL MEETING
I. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information on, among other things, the following resolutions to be put forward at the AGM: (i) re-appointment of the accounting firm; (ii) the proposed amendments to the policy for the administration of external investments; (iii) the profit distribution plan for the year 2025; (iv) general mandate
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LETTER FROM THE BOARD
to issue and repurchase Shares; and (v) other matters contained in the notice of AGM, so that the Shareholders may make an informed decision on voting in respect of the resolutions to be tabled at the AGM.
II. RE-APPOINTMENT OF THE ACCOUNTING FIRM
It is proposed that Deloitte Touche Tohmatsu be re-appointed as the Company’s auditors for the year 2026, responsible for the audit and review of the Company’s financial statements, with a term of office commencing from the date of conclusion of the AGM at which this proposal is considered until the date of conclusion of the next annual general meeting of the Company, and arrangements in respect of their remuneration be approved.
Having considered factors including the business situation of the Group, the expected audit scope, the audit timetable and the auditors’ resources, the audit fees shall not exceed RMB4 million, and the Board is authorized to determine the specific remuneration.
The proposed re-appointment of the accounting firm have been approved by the Board, and will be subject to approval by the Shareholders by way of an ordinary resolution.
III. PROPOSED AMENDMENT OF THE POLICY FOR THE ADMINISTRATION OF EXTERNAL INVESTMENTS
In order to support the Company’s business development and enhance its corporate governance, further improve the scientific basis and compliance of the Company’s external investment decisions, and ensure that the Company’s investment activities strictly comply with the Listing Rules and relevant domestic laws and regulations, the Company has proposed to amend the Policy for the Administration of External Investments based on its current governance practices and regulatory guidance.
The Policy for the Administration of External Investments further improves the Company’s investment decision-making procedures, strengthens risk controls, and complies with the requirements of the Company Law, the Listing Rules and the Articles of Association, which is in the interests of the Company and its Shareholders as a whole. The English version of the relevant governance policies annexed to this circular is an unofficial translation of its Chinese version. In case of any discrepancies, the Chinese version shall prevail.
The proposed amendment of the Policy for the Administration of External Investments have been approved by the Board, and will be subject to approval by the Shareholders by way of an ordinary resolution.
IV. PROFIT DISTRIBUTION PROPOSAL FOR THE YEAR 2025
The Board has recommended profit distribution for 2025 of RMB1.118 in cash (tax inclusive) per ordinary Share as the final dividend based on the number of Shares held by Shareholders registered as of the close of business on the record date for profit distribution and dividend payment. The dividend will be denominated and declared in RMB, and
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LETTER FROM THE BOARD
distributed to the domestic Shareholders in RMB and to the overseas Shareholders in Hong Kong Dollars. The exchange rate for the dividend calculation in Hong Kong Dollars is based on the average benchmark exchange rate of RMB against Hong Kong Dollar as published by the People’s Bank of China one week preceding the date of the declaration of such dividend. The profit attributable to owners of the Company for the year ended December 31, 2025 amounted to approximately RMB63.5 million. The proposal for profit distribution of 2025 is subject to approval by the Shareholders by way of original resolution.
The Company expects to pay the dividend to holders of domestic shares on or around June 18, 2026, whereas the expected payment date of final dividend of the Company for 2025 to holders of H shares is or around June 18, 2026. In respect of the Company’s distribution of final dividend to Shareholders whose names appear on the H share register of the Company on Friday, May 29, 2026, the Company will process income tax payable on dividends and profit distributions in accordance with relevant taxation laws and regulations of China.
In connection with overseas non-resident corporate H Shareholders, a 10% enterprise income tax to be withheld and paid on behalf of such Shareholders shall apply in accordance with relevant provisions of the Notice of the State Administration of Taxation on Issues Concerning the Withholding and Payment of Enterprise Income Tax on Dividends Paid by Chinese Resident Enterprises to Overseas Non-Resident Corporate H shareholders (Guo Shui Han 2008 No. 897) 《( 關於中國居民企業向境外H股非居民企業股東 派發股息代扣代繳企業所得稅有關問題的通知》(國稅函2008897號)). Any H shares registered in the name of non-resident corporate H Shareholders, including HKSCC Nominees Limited, other nominees or trustees, or other organizations or groups, will be treated as shares being held by non-resident corporate H Shareholders, and consequently will be subject to the withholding of the enterprise income tax.
Pursuant to relevant laws and regulations and regulatory documents such as the Individual Income Tax Law of the People’s Republic of China (《中華人民共和國個人所得稅 法》), the Implementation Rules of the Individual Income Tax Law of the People’s Republic of China (《中華人民共和國個人所得稅法實施條例》), the Notice of the State Administration of Taxation in relation to the Administrative Measures on Preferential Treatment Entitled by Nonresidents under Tax Treaties (Tentative) (Guo Shui Fa 2009 No. 124) 《( 國家稅務總 局關於印發〈非居民享受稅收協議待遇管理辦法(試行)〉的通知》(國稅發2009124號)) and the Notice of the State Administration of Taxation on the Issues Concerning the Levy and Administration of Individual Income Tax After the Repeal of Guo Shui Fa 1993 No. 45 (Guo Shui Han 2011 No. 348) (《國家稅務總局關於國稅發199345號文件廢止後有關個人所得 稅徵管問題的通知》(國稅函2011348號)), dividends received by overseas resident individual shareholders from the stocks issued by domestic non-foreign investment enterprises in Hong Kong are subject to the payment of individual income tax, which shall be withheld by the withholding agents. However, overseas resident individual shareholders of the stocks issued by domestic non-foreign investment enterprises in Hong Kong are entitled to the relevant preferential tax treatment pursuant to the provisions in the tax agreements signed between the countries in which they are residents and China, or the tax arrangements between
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LETTER FROM THE BOARD
Mainland China and Hong Kong (Macau). For individual holders of H shares, dividends payable to them are subject to the individual income tax withheld at a tax rate of 10% in general unless otherwise specified by the tax regulations and the relevant tax agreements.
V. GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES
General Mandate to Issue New Shares
To provide flexibility and enable the Company to seize market opportunities, the Board will propose a special resolution at the AGM to grant a general mandate to the Board to issue, allot and deal with additional shares (whether Domestic Shares or H Shares or securities convertible into such warrants, convertible bonds or similar rights to subscribe for Domestic Shares or H Shares (hereinafter referred to as “similar rights”)) in light of market conditions and the Company’s needs, and to make or grant offers, agreements or options which may require the exercise of such powers. Specific plan for the general mandate to issue the Shares is as follows:
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(1) subject to paragraph (b) and in accordance with the relevant requirements of the Listing Rules, the Articles of Association and relevant laws and regulations of the PRC, the granting of a general mandate to the Board to issue, allot and deal with, separately or concurrently, additional Domestic Shares and/or H Shares and/or securities convertible into Shares, and similar rights to make or grant offers, agreements and options in relation to such Shares and is subject to the following conditions:
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(a) relevant grant shall not be made during the Relevant Period (as defined below) except that the Board may during the Relevant Period make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the expiration of the Relevant Period; and
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(b) the number of additional Domestic Shares and/or H Shares and/or securities convertible into Shares, separately or concurrently, allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Board shall not exceed 20% of each of the total number of Domestic Shares in issue and/or the total number of H Shares in issue (excluding treasury shares, if any), respectively, as at the date of passing of such resolution provided that shares issued under a rights issue, a scrip dividend scheme or similar arrangement shall be excluded;
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(c) “Relevant Period” means the period from the passing of this resolution until the earliest of:
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(i) the conclusion of the next annual general meeting of the Company;
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(ii) the expiry of 12 months from the date of passing of this resolution at the general meeting; or
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LETTER FROM THE BOARD
- (iii) the date on which the authorization set out in this resolution is revoked or varied by a special resolution of the Shareholders at any general meetings of the Company.
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(2) allot, issue and deal with the Shares pursuant to paragraph (1) above, the Board is hereby authorized:
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(a) to approve, execute and do or procure to be executed and done, all such documents, deeds and matters as it may consider necessary in connection with the issue, allotment of and dealing with such Shares including, without limitation, determining the size of the issue, the issue price, the use of proceeds from the issue, the targets of the issue and the place and time of the issue;
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(b) to make all necessary applications to the relevant authorities, enter into an underwriting agreement or any other agreements, and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other regulatory authorities; and
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(c) to make necessary amendments to the Articles of Association in order to reflect the new shareholding structure of the Company after authorising the Company to allot or issue Shares pursuant to this resolution.
As at the Latest Practicable Date, the Company issued 23,747,841 Domestic Shares and 9,041,000 H Shares. Subject to the approval of the resolution in relation to the general mandate, the Company may allot, issue and deal with up to 4,749,568 Domestic Shares and/or 1,808,200 H Shares (on the basis that the Company will not further issue Domestic Shares and/or H Shares before the AGM).
The resolution on the general mandate to issue the Shares of the Company is hereby submitted to the Shareholders for consideration and approval at the AGM.
General Mandate to Repurchase Shares
It is proposed a special resolution to be passed in the AGM to grant the Board a general mandate (the “Repurchase Mandate”) to, during the Relevant Period, exercise all powers of the Company to repurchase the Company’s issued H shares on the Stock Exchange in accordance with the Listing Rules, the Takeovers Codes and applicable PRC laws and regulations. The total number of H shares to be repurchased under the Repurchase Mandate shall not exceed 10% of the total number of issued H shares (excluding treasury shares) as of the date of passing of this resolution at the general meeting.
The repurchase may be funded using the Company’s available overseas funds or onshore funds. If onshore funds are used, the Company will strictly comply with the relevant regulations of the SAFE and apply to the local branch of SAFE for change of registration before the repurchase. In accordance with PRC laws and the Listing Rules, the Board may determine how to dispose of the repurchased shares, including but not
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LETTER FROM THE BOARD
limited to cancelling the repurchased H shares and reducing the Company’s registered share capital accordingly, or holding such shares as treasury shares for future use in share incentive schemes, employee share ownership plans, conversion of bonds or on-market resale, in each case to the extent permitted under the Listing Rules. The Board (or executive Directors authorized by the Board) is authorized to take all necessary actions in connection with the repurchase, including but not limited to determining the timing, price and number of shares to be repurchased, signing relevant documents, amending the relevant provisions of the Articles of Association if the repurchased shares are to be cancelled and completing the announcement of the reduction of registered share capital, notifying creditors and making the necessary filings with the China Securities Regulatory Commission, and handling the relevant foreign exchange registration procedures if onshore funds are used.
An explanatory statement as required under the Listing Rules to provide the requisite information is set out in Appendix II hereto.
VI. ACTIONS TO BE TAKEN
The AGM will be held at Room 211, Block A, Manjinghua Chuangzhi Center, Shapu Community, Songgang Sub-district, Bao’an District, Shenzhen, the PRC at 9: 30a.m. on Thursday, May 14, 2026. The notice convening the AGM is set out on pages AGM-1 to AGM-3 of this circular. The above documents and the proxy of form for use at the AGM are published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (https://dahon.com).
To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in, and would be required to abstain from voting in respect of, the resolutions to be proposed at the AGM.
For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, May 11, 2026 to Thursday, May 14, 2026, both dates inclusive, during which period no transfer of shares will be registered. The record date for the purpose of ascertaining the eligibility of the holders of H shares to attend and vote at the AGM is on Thursday, May 14, 2026. In order to be eligible to attend and vote at the forthcoming AGM, holders of H Shares must lodge all completed transfer documents accompanied by the relevant share certificates with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before 4: 30 p.m. on Friday, May 8, 2026.
Shareholders who intend to appoint a proxy to attend the AGM are required to complete and return the form of proxy to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof. 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.
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LETTER FROM THE BOARD
VII. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, the resolutions set out in the notice of the AGM will be taken by poll. The poll results will be announced by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Hong Kong Listing Rules.
VIII. 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 misleading.
IX. RECOMMENDATIONS
The Directors consider that the proposed resolutions set out in the notice of the AGM and the other matters contained in the notice of AGM, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favor of the relevant resolutions to be proposed at the AGM. By order of the Board DAHON TECH (SHENZHEN) CO., LTD.
Dr. Hon Ta-Wei
Chairman of the Board, Executive Director and General Manager
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APPENDIX I
REVISED POLICY FOR THE ADMINISTRATION OF EXTERNAL INVESTMENTS
DAHON TECH (SHENZHEN) CO., LTD.
Measures for External Investment
Chapter I General Provisions
Article 1 In order to strengthen the management of external investments by DAHON TECH (SHENZHEN) CO., LTD. (hereinafter referred to as the “Company”), ensure the preservation and appreciation of the value of such investments, safeguard the legitimate interests of the Company and its shareholders, and achieve scientific investment decision-making as well as standardized and institutionalized operational management, these Measures are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as the “Securities Law”), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Listing Rules”), other relevant laws, regulations and normative documents, as well as the Articles of Association of DAHON TECH (SHENZHEN) CO., LTD. (hereinafter referred to as the “Articles of Association”), and in light of the actual circumstances of the Company.
Article 2 For the purposes of these Measures, “external investment” refers to the act of the Company investing available resources, such as cash, tangible assets, and intangible assets, into other organizations or individuals to implement a strategy of expanding the scale of production and operations and to achieve the objective of obtaining long-term returns. This includes but not limited to entrusted wealth management, entrusted loans, investments in subsidiaries (including wholly-owned, controlled and associated subsidiaries), investments in newly established subsidiaries, additional investments in subsidiaries, associates, joint ventures, mergers or equity acquisitions, transfers, and increases or decreases in project capital. The aforementioned investments do not include the purchase of raw materials, fuel, and power, or the sale of products and goods, nor do they include asset purchases or disposals related to daily operations.
Article 3 These Measures apply to the Company and its wholly-owned subsidiaries and controlled subsidiaries. When a controlled subsidiary engages in external investment activities, the relevant department of that subsidiary shall apply to the Company for the necessary approval procedures. After review and approval by the Company’s relevant decision-making bodies, the subsidiary shall approve and implement the investment in accordance with its internal decision-making procedures.
Article 4 The basic principles governing the Company’s investment management are as follows: investment activities must comply with relevant national laws and regulations and industrial policies, align with the Company’s development strategy and industrial planning, contribute to enhancing the Company’s competitiveness, support the Company’s sustainable development, and generate expected investment returns.
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APPENDIX I
REVISED POLICY FOR THE ADMINISTRATION OF EXTERNAL INVESTMENTS
Chapter II Organizational Structure for External Investment Management
Article 5 The general meeting, the Board and the chairman shall each have the authority to approve external investments of the Company and shall make decisions on the Company’s external investments within their respective scopes of authority.
Article 6 The approval of the Company’s external investments shall be carried out strictly in accordance with the authorization and procedures prescribed under the Company Law, the Securities Law, the Hong Kong Listing Rules and other relevant laws, regulations and normative documents, as well as the Articles of Association. The approval authority of the chairman shall not exceed the authorization granted by the Board, and the approval authority of the Board shall not exceed that granted by the general meeting of the Company.
Article 7 The Board of the Company is responsible for organizing capital or asset restructuring activities such as investments, acquisitions, and mergers. It shall conduct preliminary selection, planning, feasibility studies, and preparation for the Company’s external equity investments, property rights transactions, and asset restructuring projects, and, upon completion of the approval procedures, authorize the Company’s management to be responsible for the specific implementation.
Article 8 The finance department of the Company shall assist the Board in carrying out investment activities, including liaising with and reporting on financial due diligence and asset valuation reports and opinions prepared by independent third-party professional intermediaries in respect of external investment projects, arranging funds, handling (where applicable) investment filings with the National Development and Reform Commission, the Ministry of Commerce, the State Administration of Foreign Exchange and tax authorities, completing capital contribution procedures, performing accounting treatment for consolidated financial statements, supervising the financial affairs of investee companies, and assisting, where necessary, in tax registration and bank account opening procedures.
Article 9 The secretary to the Board and the Board office shall be responsible for the disclosure of information relating to the Company’s external investments. Other directors, senior management and relevant informed persons shall not disclose any unpublished material investment information of the Company to the public without the written authorization of the Board. The Company’s external investments shall be subject to strict compliance with the disclosure requirements under the Hong Kong Listing Rules, the Articles of Association and other relevant regulations. The Company’s subsidiaries shall likewise comply with the applicable information disclosure requirements.
Chapter III Approval Authority for External Investments
Article 10 The approval of the Company’s investment projects shall be carried out strictly in accordance with the authorization and procedures prescribed under the Company Law, the Hong Kong Listing Rules, other relevant laws, regulations and normative documents, and the Articles of Association.
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APPENDIX I
REVISED POLICY FOR THE ADMINISTRATION OF EXTERNAL INVESTMENTS
Article 11 The specific approval authority for the Company’s external investments is set out as follows:
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(1) Where the Company enters into any transaction (excluding related party (connected) transactions, financial assistance, provision of guarantees, or transactions involving receipt of cash assets by the Company or debt waivers which do not involve consideration or any obligation), the Company shall consult its legal advisers and compliance advisers in advance. Additionally, In accordance with the definition of transactions and the relevant calculation methods under the Hong Kong Listing Rules, any transaction falling within the following categories shall be submitted to the Board for consideration and approval:
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Share transactions;
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Disclosable transactions;
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Major transactions;
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Very substantial disposals;
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Very substantial acquisitions;
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Loans to a specific entity;
For the purpose of the above, “transactions” include, without limitation: acquisition or disposal of assets; external investments (including entrusted wealth management and investments in subsidiaries); leasing or subleasing of assets; entrusting or being entrusted with the management of assets and business; donations or receipt of assets; external donations; restructuring of creditor’s rights and debts; entering into licensing agreements; transfer or acquisition of research and development projects; granting, accepting, transferring, exercising, terminating or waiving rights (including waiver of pre-emptive rights or rights of first refusal in capital contributions). The aforesaid transactions shall not include transactions conducted in the ordinary and usual course of business of the Company, including the purchase of raw materials, fuel and power, receipt of services, sale of products or goods, provision of services, construction contracting and other similar transactions; however, transactions of such nature involved in asset swaps shall still be included. Where any transaction as specified above, or any transaction conducted in the ordinary and usual course of business or connected transaction, reaches the disclosure threshold under the Hong Kong Listing Rules, it shall be submitted to the Board for consideration and approval.
- (2) Where the Company enters into any transaction (excluding financial assistance, provision of guarantees, or transactions involving receipt of cash assets by the Company or debt waivers which do not involve consideration or any obligation), and such transaction meets the following thresholds under the Hong Kong Listing
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REVISED POLICY FOR THE ADMINISTRATION OF EXTERNAL INVESTMENTS
APPENDIX I
Rules based on the definition of transactions and the applicable calculation methods, such transaction shall, in addition to being approved by the Board, be submitted to the general meeting for consideration and approval:
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Major transactions;
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Very substantial disposals;
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Very substantial acquisitions;
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Reverse takeovers.
The transactions referred to in this section include acquisition or disposal of assets; external investments (including entrusted wealth management and investments in subsidiaries); leasing or subleasing of assets; entrusting or being entrusted with the management of assets and business; donations or receipt of assets; external donations; restructuring of creditor’s rights and debts; entering into licensing agreements; transfer or acquisition of research and development projects; granting, accepting, transferring, exercising, terminating or waiving rights (including waiver of pre-emptive rights or rights of first refusal in capital contributions). The aforesaid transactions shall not include transactions conducted in the ordinary and usual course of business of the Company, including the purchase of raw materials, fuel and power, receipt of services, sale of products or goods, provision of services, construction contracting and other similar transactions; however, transactions of such nature involved in asset swaps shall still be included.
The calculation of the transaction amount referred to in this Article shall be determined by reference to the relevant provisions of Chapter 14 of the Hong Kong Listing Rules.
Any financial assistance provided or received by the Company (including interest-bearing or interest-free loans and entrusted loans) which constitutes a matter requiring shareholders’ approval under the Hong Kong Listing Rules shall, in addition to being approved by the Board, be submitted to the general meeting for approval. Where the recipient of such assistance is a controlled subsidiary within the scope of the Company’s consolidated financial statements, and the other shareholders of such controlled subsidiary do not include the Company’s controlling shareholder, actual controller, or their associates, the provisions of the preceding paragraph may be waived.
Where any data involved in the calculation of the above ratios is negative, the absolute value shall be used for calculation purposes.
Article 12 Where an external investment does not meet the criteria for consideration by the Board, the Board may authorize the chairman of the Board to approve and decide on such matters.
– 13 –
REVISED POLICY FOR THE ADMINISTRATION OF EXTERNAL INVESTMENTS
APPENDIX I
Article 13 If an external investment constitutes a related-party transaction, it shall also be executed in accordance with the Company’s “Measures for the Administration of Related-Party (Connected) Transactions.” When a controlled subsidiary makes an external investment, in addition to complying with these Measures, it shall also comply with other relevant regulations of the Company.
Chapter IV Inspection and Supervision
Article 14 After an investment project has been approved and during its implementation, if directors, senior management, or relevant functional departments discover that the plan contains material omissions, that the external environment for project implementation has undergone significant changes, or that the project is affected by force majeure, the Company may, based on the needs of its own development strategy and the actual operating conditions of the external investment project, approve a disposal plan for the external investment project at an appropriate time. The procedures and authority for approving the disposal of an external investment shall be the same as those for approving the implementation of the external investment.
Article 15 Upon completion of an investment project, the Company shall organize relevant departments and personnel to conduct inspections and, based on the actual circumstances, report to the chairman, the Board or the general meeting.
Article 16 The Audit Committee and the internal audit department of the Company shall have the authority to supervise the Company’s investment activities, promptly raise rectification recommendations in respect of any non-compliant conduct, and submit special reports on significant issues to the relevant investment approval body for consideration and handling. Where the Audit Committee considers it necessary, it may report directly to the general meeting.
Article 17 In the event of any of the following acts, the Company has the right to impose administrative and financial penalties on the responsible persons; where the circumstances are serious enough to constitute a crime, the matter shall be referred to judicial authorities for handling in accordance with the law:
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(1) Investments without approval;
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(2) Causing significant economic losses to an investment project due to serious work errors;
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(3) Falsifying information or failing to truthfully report the status of investment projects;
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(4) Colluding maliciously with foreign parties, resulting in investment losses for the Company.
– 14 –
APPENDIX I
REVISED POLICY FOR THE ADMINISTRATION OF EXTERNAL INVESTMENTS
Chapter V Supplementary Provisions
Article 18 In the event of any matters not covered by these Measures, or in the event of any conflict with relevant laws, regulations, normative documents, the Hong Kong Listing Rules, and the provisions of the Articles of Association, the relevant laws, regulations, normative documents, the Hong Kong Listing Rules, and the provisions of the Articles of Association shall prevail.
Article 19 In these Measures, the terms “or more”, “within”, and “or below” shall be inclusive of the given figure, while the terms “excluding”, “less than”, and “more than” shall be exclusive of the given figure.
Article 20 These Measures shall become effective upon consideration and approval by the general meeting. Upon the effective date of these Measures, the Company’s original “Measures for External Investment” shall automatically become invalid. The Board of the Company shall be responsible for the interpretation of these Measures.
DAHON TECH (SHENZHEN) CO., LTD. March 2026
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EXPLANATORY STATEMENT
APPENDIX II
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the special resolution to be proposed at the AGM and in relation to the granting of the general mandate to repurchase Shares.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.
1. LISTING RULES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarized below. The Company is empowered by the Articles of Association to repurchase its own securities.
2. SHARE CAPITAL
As at the Latest Practicable Date, the total number of Shares issued by the Company was 32,788,841 (comprising 23,747,841 Domestic Shares and 9,041,000 H Shares). Subject to the passing of the special resolution granting the Repurchase Mandate and on the basis that the number of Shares remains unchanged as at the date of the passing of the special resolution, the Company may repurchase pursuant to the Repurchase Mandate a maximum of 904,100 H Shares, being up to 10% of the total H Shares (excluding treasury shares) in issue as at the date of the passing of the resolution.
3. REASONS FOR H SHARES REPURCHASE
The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders. An exercise of 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 made if the Directors believe that such repurchases will benefit the Company and its Shareholders.
4. FUNDING OF H SHARES REPURCHASE
The Company may only apply funds legally available for Share repurchase in accordance with its Articles of Association, the laws of PRC and/or any other applicable laws, as the case may be. The Company may not repurchase securities 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 as amended from time to time.
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APPENDIX II
EXPLANATORY STATEMENT
5. IMPACT OF H SHARES REPURCHASE
There might be an adverse impact on the working capital and/or the gearing levels of the Company in the event the proposed Repurchase General Mandate was to be exercised in full. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital and/or gearing levels of the Company, which, in the opinion of the Directors are from time to time appropriate for the Company. The number of H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing, in the best interests of the Company.
6. STATUS OF H SHARES REPURCHASE
According to the provisions of the applicable laws and regulations, the Company may (i) cancel the H Shares repurchased and reduce the Company’s registered capital by an amount equivalent to the aggregate nominal value of the H Shares so canceled, and/or (ii) hold such H Shares in treasury, subject to market conditions and the Company’s capital management needs at the relevant time any repurchases of H Shares are made. If the Company holds any H Shares in treasury, any sale or transfer of H Shares in treasury will be made pursuant to the terms of the Issue Mandate and in accordance with the Listing Rules and applicable laws and regulations of the PRC.
To the extent that any treasury shares are deposited with Central Clearing and Settlement System (“CCASS”) pending resale, 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 will not (or will 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 and (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. The H Shares repurchased by the Company shall be held as treasury shares or cancelled. The listing of all H Shares which are held as treasury shares shall retained. The listing of all H Shares which are purchased by the Company but not held as treasury shares shall be automatically cancelled and the relevant Share certificates shall be cancelled and destroyed.
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APPENDIX II
EXPLANATORY STATEMENT
7. MARKET PRICES OF SHARES
The highest and lowest prices at which the H Shares have been traded on the Stock Exchange from September 2025 preceding the Latest Practicable Date were as follows:
| Month | Highest | Lowest |
|---|---|---|
| (HK$) | (HK$) | |
| September 2025 (from the Listing Date) | 69.00 | 49.40 |
| October 2025 | 55.45 | 45.00 |
| November 2025 | 47.30 | 38.04 |
| December 2025 | 39.68 | 35.00 |
| January 2026 | 42.50 | 35.00 |
| February 2026 | 38.20 | 31.52 |
| March 2026 | 32.88 | 27.60 |
| April 2026 (up to and including the Latest Practicable | ||
| Date) | 32.16 | 27.80 |
8. GENERAL INFORMATION
None of the Directors and, to the best of knowledge of the Directors having made all reasonable enquiries, their close associates (as defined in the Listing Rules) have any present intention to sell to the Company any of the H Shares in the Company, in the event that the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any H Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is granted to the Company.
Once the H Shares are repurchased by the Company, the Shareholders’ rights attached to the repurchased H Shares will be suspended. The Company will, upon completion of the share repurchase, give clear written instruction to the Company’s H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited and the relevant broker to update the record to clearly identify the repurchased H Shares held in CCASS as treasury shares.
The Directors have undertaken to exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the PRC and the Articles of Association.
To the best of their knowledge and belief, the Directors confirm that there are no unusual features in the Explanatory Statement and the proposed repurchase of Shares under the Repurchase Mandate.
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EXPLANATORY STATEMENT
APPENDIX II
9. EFFECT OF THE TAKEOVER CODE
If as a result of a repurchase of H 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 of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby 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 knowledge and belief of the Directors, the controlling shareholders (as defined in the Listing Rules) of the Company, namely Dr. Hon Ta Wei (the “Controlling Shareholder”) controlled the exercise of approximately 65.30% of the voting rights in the Company’s general meeting. If the Directors fully exercise the Repurchase Mandate, the percentage of voting rights in the Company’s general meeting held by the Controlling Shareholders would increase to approximately 67.15%, which will not give rise to any obligation to make a mandatory offer under the Takeovers Code. The Directors have no intention to repurchase Shares to such an extent which will trigger the mandatory offer obligation under the Takeovers Code and result in the number of Shares held by the public being reduced to less than 25% as required under Rule 8.08 of the Listing Rules.
10. SHARE REPURCHASE MADE BY THE COMPANY
During the previous six months preceding and up to the Latest Practicable Date, the Company had not repurchased any of its H Shares (whether on the Hong Kong Stock Exchange or otherwise).
– 19 –
NOTICE OF ANNUAL GENERAL MEETING
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.
DAHON TECH (SHENZHEN) CO., LTD. 大行科工(深圳)股份有限公司
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2543)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of DAHON TECH (SHENZHEN) CO., LTD. (the “Company”) will be held at Room 211, Block A, Manjinghua Chuangzhi Center, Shapu Community, Songgang Sub-district, Bao’an District, Shenzhen, the PRC at 9: 30 a.m. on Thursday, May 14, 2026, or any adjournment thereof, for the purpose of considering and, if thought fit, passing the following resolutions:
ORDINARY RESOLUTIONS
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To consider and approve the annual report of the Company and its subsidiaries for the year ended December 31, 2025.
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To consider and approve the report of the board (the “Board”) of directors (the “Directors”) of the Company for the year ended December 31, 2025.
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To consider and approve the report of the supervisory committee of the Company for the year ended December 31, 2025.
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To consider and approve the report of the auditor and the audited consolidated financial statements of the Company for the year ended December 31, 2025.
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To consider and approve the profit distribution plan for the year 2025.
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To consider and approve the re-appointment of Deloitte Touche Tohmatsu, as the auditor of the Company and to authorize the Board to determine its remuneration.
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To consider and approve the amendment of the Policy for the Administration of External Investments.
– AGM-1 –
NOTICE OF ANNUAL GENERAL MEETING
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To authorize the Board to fix the remuneration of the Directors and the senior management of the Company.
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To authorize the Board to fix the remuneration of the supervisors of the Company.
SPECIAL RESOLUTIONS
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To consider and approve the grant of a general mandate to the Board to issue new Shares, with the details of the general mandate as set out in the Circular.
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To consider and approve the grant of a general mandate to the Board to repurchase H Shares, with the details of the general mandate as set out in the Circular.
By order of the Board DAHON TECH (SHENZHEN) CO., LTD. Dr. Hon Ta-Wei
Chairman of the Board, Executive Director and General Manager
Shenzhen, April 23, 2026
As of the date of this announcement, the executive directors of the Company are Dr. Hon Ta-Wei, Ms. Li Guiyu, Ms. Liu Guocun and Ms. Lee Hsiu-Fen; and the independent non-executive directors of the Company are Dr. Lee Lai Sun Peter, Mr. Liu Xuequan and Mr. Zhao Gensheng.
Notes:
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Details of the above resolutions are set out in the circular of the Company dated 23 April 2026.
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Resolutions to be submitted at the AGM shall be voted on by poll.
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For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, May 11, 2026 to Thursday, May 14, 2026, both dates inclusive, during which period no transfer of shares will be registered. The record date for the purpose of ascertaining the eligibility of the holders of H shares to attend and vote at the AGM is on Thursday, May 14, 2026. In order to be eligible to attend and vote at the forthcoming AGM, holders of H Shares must lodge all completed transfer documents accompanied by the relevant share certificates with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before 4: 30 p.m. on Friday, May 8 2026.
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Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder. If more than one proxy is appointed, the number and class of Shares in respect of which each such proxy is so appointed shall be specified in the appointment of the proxy.
– AGM-2 –
NOTICE OF ANNUAL GENERAL MEETING
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The form of proxy must be signed by the Shareholder or by an authorized person appointed by the Shareholder in writing. If the Shareholder is a legal person, it must be stamped with the seal of the legal person or signed by a director or duly authorized attorney. If the form is signed by an attorney of the Shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.
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In order to be valid, in the case of holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authorization document on behalf of the appointer, a notarially certified copy of that power of attorney or other authorization document, must be deposited with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for holding the AGM.
In case of registered joint holders of any Shares, any one of the registered joint holders can vote on such Shares at the AGM in person or by proxy as if he/she is the only holder entitled to vote. If more than one registered joint holders attend the AGM in person or by proxy, only the vote of the person whose name appears first in the register of members of the Company relating to such Shares (in person or by proxy) will be accepted as the sole and exclusive vote of the joint holders.
Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof should he/she/it so wish. In this case, the power of attorney will be deemed to have been revoked.
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Individual shareholders who wish to attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual shareholders shall produce their effective proof of identity. A corporate shareholder should attend the meeting by its legal representative or proxy appointed by the legal representative. A legal representative who wishes to attend the meeting should produce his/her identity card or other valid documents evidencing his/her capacity as a legal representative. If appointed to attend the meeting, the proxy should produce his/her identity card and an authorization instrument duly signed by the legal representative of the corporate shareholder.
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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.
– AGM-3 –