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Deepexi Technology Co., Ltd. Proxy Solicitation & Information Statement 2026
49890_rns_2026-06-02_f47b4df3-ce20-490f-ad33-4108c29702aa.pdf
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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Deepexi Technology Co., Ltd., you should at once hand this circular, together with the enclosed 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.
滴普科技
DEEPEXI
Deepexi Technology Co., Ltd.
滴普科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1384)
(1) PROPOSED CHANGE OF REGISTERED ADDRESS OF THE COMPANY AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(2) PROPOSED APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR
AND
(3) NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
The 2026 first EGM of the Company will be held at Zhencheng Room, 1001-1002, 10th Floor, Building 1, No. 62 Courtyard, Xueyuan South Road, Haidian District, Beijing on Monday, June 22, 2026 at 1:30 p.m. The notice of the 2026 first EGM is set out on pages EGM-1 to EGM-2 of this circular.
Whether or not you are able to attend the 2026 first EGM, please complete and sign the enclosed form of proxy for use at the 2026 first EGM in accordance with the instructions printed thereon and return it to the Company's H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 24 hours before the scheduled time for the 2026 first EGM or any adjournment thereof (as the case may be) (i.e. not later than 1:30 p.m. on Sunday, June 21, 2026 (Hong Kong time)). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the 2026 first EGM if they so wish.
Non-registered shareholders whose H shares are held in the CCASS through banks, brokers, custodians or HKSCC may also vote and attend the 2026 first EGM. In this regard, they should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements.
This circular together with the form of proxy are also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.deepexi.com).
June 2, 2026
CONTENTS
Page
Definitions 1
Letter from the Board 3
I. Introduction 3
II. Matters to be resolved at the EGM 4
- Proposed Change of Registered Address of the Company and Amendments to the Articles of Association 4
- Proposed Appointment of an Independent Non-executive Director 5
III. Closure of Register of Members 6
IV. Extraordinary General Meeting and Proxy Arrangement 7
V. Recommendation 7
Notice of the 2026 First Extraordinary General Meeting EGM-1
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Articles of Association" or "Articles"
the articles of association of the Company
"Board" or "Board of Directors"
the board of Directors of the Company
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"China", "PRC" or "Chinese Mainland"
the People's Republic of China which, for the purpose of this circular and for geographical reference only, excludes Hong Kong, the Macau Special Administrative Region and Taiwan
"Company", "our Company" or "the Company"
Deepexi Technology Co., Ltd. (滴普科技股份有限公司), a limited liability company established under the laws of the PRC on May 3, 2018 under the name of Beijing Deepexi Technology Co., Ltd. (北京滴普科技有限公司) and converted into a joint stock limited company on 8 April 2025 under the current name, with its H Shares listed on the Main Board of the Hong Kong Stock Exchange (stock code: 1384)
"Director(s)" or "our Director(s)"
the director(s) of the Company
"Dr. Feng"
Dr. Feng Wei (馮偉博士), proposed to be appointed as an independent non-executive Director of the Company
"EGM" or "Extraordinary General Meeting"
the 2026 first extraordinary general meeting of the Company to be held at Zhencheng Room, 1001-1002, 10th Floor, Building 1, No. 62 Courtyard, Xueyuan South Road, Haidian District, Beijing on Monday, June 22, 2026 at 1:30 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the EGM which is set out on pages EGM-1 to EGM-2 of this circular, or any adjournment thereof
"Group", "our Group", "we" or "us"
the Company and its subsidiaries or, where the context so requires, in respect of the period before the Company became the holding company of its present subsidiaries, the business operated by such subsidiaries or their predecessors (as the case may be)
"H Share(s)"
share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in HK dollars and are listed on the Hong Kong Stock Exchange
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DEFINITIONS
| “H Share Registrar” | Tricor Investor Services Limited |
|---|---|
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “HKSCC” | Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited |
| “Hong Kong” or “HK” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited |
| “Latest Practicable Date” | June 1, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time |
| “RMB” or “Renminbi” | Renminbi, the lawful currency of the PRC |
| “Securities and Futures Ordinance” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time |
| “Share(s)” | ordinary shares in the share capital of the Company with a nominal value of RMB1.00 each |
| “Shareholder(s)” | holder(s) of Shares |
| “subsidiary(ies)” | has the meaning ascribed to it under section 15 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) |
| “substantial shareholder(s)” | has the meaning ascribed to it under the Listing Rules |
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LETTER FROM THE BOARD
滴普科技
DEEPEXI
Deepexi Technology Co., Ltd.
滴普科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1384)
Executive Directors:
Mr. Zhao Jiehui (Chairman)
Mr. Yang Lei
Dr. Li Qiang
Mr. Cao Lianfei
Ms. Shi Yi
Non-executive Director:
Mr. Wang Zhenghao
Independent Non-executive Directors:
Dr. Yang Hongxia
Dr. Kong Xianguang
Mr. Zhang Jielong
Registered Office:
Rooms 1001-1002, 10th Floor,
Building 1
No. 62 Courtyard, Xueyuan South Road
Haidian District
Beijing, PRC
Headquarters and Principal Place of Business in the PRC:
Rooms 1001-1002, 10th Floor,
Building 1
No. 62 Courtyard, Xueyuan South Road
Haidian District
Beijing, PRC
Principal Place of Business in Hong Kong:
Room 1910, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay
Hong Kong
June 2, 2026
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED CHANGE OF REGISTERED ADDRESS OF THE COMPANY AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(2) PROPOSED APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR
AND
(3) NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
I. INTRODUCTION
The EGM of the Company will be held at Zhencheng Room, 1001-1002, 10th Floor, Building 1, No. 62 Courtyard, Xueyuan South Road, Haidian District, Beijing on Monday, June 22, 2026 at 1:30 p.m., the notice of which is set out on pages EGM-1 to EGM-2 of this circular.
LETTER FROM THE BOARD
The purpose of this circular is, among other things, to provide you with information on the notice of the EGM and certain resolutions to be considered at the EGM, so as to enable you to make an informed decision on whether to vote for or against the resolutions at the EGM.
II. MATTERS TO BE RESOLVED AT THE EGM
Resolution to be proposed at the EGM for the Shareholders’ consideration and approval by way of a special resolution includes (1) proposed change of registered address of the Company and amendments to the Articles of Association.
Resolution to be proposed at the EGM for the Shareholders’ consideration and approval by way of an ordinary resolution includes (2) proposed appointment of an independent non-executive Director.
Details of the matters to be resolved at the EGM are set out in the notice of the EGM on pages EGM-1 to EGM-2 of this circular. To enable you to get a better understanding of the resolutions to be proposed at the EGM and to make informed decisions with sufficient and necessary information, we have provided particulars thereon in this circular.
SPECIAL RESOLUTION
1. Proposed Change of Registered Address of the Company and Amendments to the Articles of Association
The Board proposed to change the registered address of the Company from “Room 1001-1002, 10th Floor, Building 1, No. 62 Courtyard, Xueyuan South Road, Haidian District, Beijing, PRC” to “Room 101, 11th Floor, Building 5, No. Jia 2 Courtyard, Xisanhuan North Road, Haidian District, Beijing” (subject to final approval by the relevant administrative authorities), and to amend the Articles of Association accordingly due to the aforementioned change of registered address.
The proposed amendments to the Articles of Association are set forth below:
| Original article | Amended article |
|---|---|
| The Company’s domicile is: Room 1001-1002, 10th Floor, Building 1, No. 62 Courtyard, Xueyuan South Road, Haidian District, Beijing, PRC. Postal Code: 100081. | The Company’s domicile is: Room 101, 11th Floor, Building 5, No. Jia 2 Courtyard, Xisanhuan North Road, Haidian District, Beijing. Postal Code: 100089. |
Except for the above amendments, the other provisions of the Articles of Association remain unchanged.
The resolution was considered and approved at the Board meeting on June 1, 2026, and is hereby submitted to the EGM as a special resolution for consideration and approval.
LETTER FROM THE BOARD
ORDINARY RESOLUTION
2. Proposed Appointment of an Independent Non-Executive Director
The Board hereby announces that, after taking into consideration the recommendation from the nomination committee of the Board, the Board has considered and approved the proposed appointment of Dr. Feng Wei as an independent non-executive Director of the Company. The proposed appointment of Dr. Feng shall be subject to the approval by the Shareholders by an ordinary resolution at the EGM, and will take effect on the date of approval at the EGM.
Biographical details of Dr. Feng are set out below:
Dr. Feng Wei, aged 47, received a bachelor’s degree of engineering in computer science and technology from Northwestern Polytechnical University in July 2000, a master’s degree of engineering in computer science and technology from Northwestern Polytechnical University in April 2003, and a doctoral degree of engineering in computer science and technology from City University of Hong Kong in January 2008.
Dr. Feng has served as the Party Secretary and Dean of School of Computer Science and Technology of Tianjin University from September 2025 to present, and the chair professor of Tianjin University from January 2025 to present; served as the deputy director of College of Intelligence and Computing of Tianjin University from June 2018 to September 2025; served as the professor of Tianjin University from July 2016 to January 2025; served as an associate professor of Tianjin University from October 2010 to June 2016; conducted post-doctoral research in City University of Hong Kong from July 2009 to October 2010; and conducted post-doctoral research in The Chinese University of Hong Kong from January 2008 to July 2009.
Subject to the approval of appointment of Dr. Feng as an independent non-executive Director by the Shareholders at the EGM, the Company will enter into a letter of appointment with Dr. Feng. The term of office of Dr. Feng will commence from the date of approval of his appointment at the EGM and end upon the expiration of the term of the first session of the Board, and he may be re-elected upon the expiration of his term.
The Director’s remuneration of Dr. Feng is proposed to be HK$300,000 per annum, which is determined by the Board based on the recommendation from the remuneration and appraisal committee of the Board, with reference to his duties and responsibilities as well as prevailing market conditions, and will be reviewed by the remuneration and appraisal committee of the Board from time to time.
Dr. Feng has confirmed that (i) he meets each of the independence factors as set out in Rule 3.13(1) to (8) of the Listing Rules; (ii) he has no past or present financial or other interests in the business of the Company or its subsidiaries or any connection with any core connected person (as defined in the Listing Rules) of the Company; and (iii) there are no other factors that may affect his independence as of the Latest Practicable Date. The Board also considers that Dr. Feng has the character, integrity, independence and professional experience required for the independent non-executive Director.
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LETTER FROM THE BOARD
In recommending the appointment of Dr. Feng as an independent non-executive Director, the nomination committee has taken into account a variety of factors in accordance with the Board diversity policy adopted by the Company, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service, aiming to achieve diversity of the Board. In assessing Dr. Feng’s proposed time and contributions devoted to the Board, as well as his ability to effectively perform his duties, the nomination committee has given particular consideration to the time he devoted to other significant external engagements, as well as factors or circumstances relating to his character, integrity, independence and experience. The nomination committee is of the view that Dr. Feng has extensive experience in computer science, artificial intelligence-related technologies, and higher education management, and his appointment will bring valuable expertise, independent opinions, and diverse perspectives to the Board, as well as contribute to enhancing the Company’s governance standards. Accordingly, the nomination committee recommended the proposed appointment of Dr. Feng as an independent non-executive Director to the Board after consideration.
Save as disclosed above, as of the Latest Practicable Date, Dr. Feng (i) does not hold any positions with the Company or other members of the Group; (ii) did not hold any directorships in public companies listed on any securities market in Hong Kong or overseas in the last three years; (iii) does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) 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 is no other information relating to the proposed appointment of Dr. Feng that shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor any other matters which need to be brought to the attention of the Shareholders.
III. CLOSURE OF REGISTER OF MEMBERS
In order to determine the list of Shareholders who are entitled to attend the EGM, the Company will suspend registration for transfer of shares from Tuesday, June 16, 2026 to Monday, June 22, 2026 (both dates inclusive), during which period no transfer of Shares will be registered. In order for holders of H Shares of the Company to be eligible to attend and vote at the EGM, all share transfer documents together with the relevant share certificates must be lodged with the H Share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong at or before 4:30 p.m. on Monday, June 15, 2026. Shareholders whose names appear on the register of members of the Company on Monday, June 22, 2026 are entitled to attend and vote at the EGM.
LETTER FROM THE BOARD
IV. EXTRAORDINARY GENERAL MEETING AND PROXY ARRANGEMENT
The EGM of the Company will be held at Zhencheng Room, 1001-1002, 10th Floor, Building 1, No. 62 Courtyard, Xueyuan South Road, Haidian District, Beijing on Monday, June 22, 2026 at 1:30 p.m. The notice of the EGM is set out on pages EGM-1 to EGM-2 of this circular.
The proxy form for use at the EGM is enclosed with this circular and is available on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.deepexi.com). Shareholders who intend to appoint a proxy to attend the EGM shall complete the proxy form and return it to the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 24 hours before the scheduled time of the EGM or any adjourned meeting (as the case may be) (i.e., not later than 1:30 p.m. on Sunday, June 21, 2026 (Hong Kong time)). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meeting should Shareholders so wish at that time.
V. RECOMMENDATION
The Directors consider that all resolutions set out in the notice of the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions as set out in the notice of the EGM.
Yours faithfully,
By order of the Board
Deepexi Technology Co., Ltd.
Mr. Zhao Jiehui
Chairman of the Board, Executive Director and
Chief Executive Officer
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
滴普科技
DEEPEXI
Deepexi Technology Co., Ltd.
滴普科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1384)
NOTICE IS HEREBY GIVEN THAT the 2026 first extraordinary general meeting (the "EGM") of Deepexi Technology Co., Ltd. (the "Company") will be held at Zhencheng Room, 1001-1002, 10th Floor, Building 1, No. 62 Courtyard, Xueyuan South Road, Haidian District, Beijing on Monday, June 22, 2026 at 1:30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions. In this notice, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Company's circular dated June 2, 2026 (the "Circular").
SPECIAL RESOLUTION
- To consider and approve the proposed change of registered address of the Company and amendments to the Articles of Association.
ORDINARY RESOLUTION
- To consider and approve the proposed appointment of Dr. Feng Wei as an independent non-executive Director of the Company.
Details of the above resolutions proposed at the EGM are contained in the Circular, which is available on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.deepexi.com).
By Order of the Board
Deepexi Technology Co., Ltd.
Mr. Zhao Jiehui
Chairman of the Board, Executive Director
and Chief Executive Officer
Beijing, June 2, 2026
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
Notes:
-
The resolutions at the EGM (except for any resolution relating to a procedural or administrative matter which the chairman decides to allow to be voted on by a show of hands) will be taken by poll pursuant to the Listing Rules. The results of the poll will be published on the websites of the Hong Kong Stock Exchange and the Company in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend and vote at the EGM in his stead. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy is so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall have one vote for each share held by him.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time appointed for the EGM or any adjourned meeting (as the case may be) (i.e. not later than 1:30 p.m. on Sunday, June 21, 2026 (Hong Kong time)). Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the EGM; in such case, the aforementioned form of proxy shall be deemed to have been revoked.
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For the purpose of determining the entitlement to attend and vote at the EGM, the Company will suspend registration for transfer of shares from Tuesday, June 16, 2026 to Monday, June 22, 2026 (both dates inclusive), during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company should ensure that all transfer documents accompanied by the relevant share certificates are lodged with the Company's H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, June 15, 2026.
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In the case of joint registered holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders is present at the EGM personally or by proxy, the person so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
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All times and dates in this notice refer to Hong Kong times and dates.
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EGM-2 -