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Digital China Holdings Limited Proxy Solicitation & Information Statement 2026
49520_rns_2026-05-11_20b96ce4-2d66-401c-87e1-a25e58b050cd.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 aspects 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 Digital China Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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.
神州控股
DC Holdings
DIGITAL CHINA HOLDINGS LIMITED
(神州數碼控股有限公司)
(Incorporated in Bermuda with limited liability)
(Stock Code: 00861)
GENERAL MANDATES TO ISSUE SHARES
AND TO BUY BACK SHARES,
RE-ELECTION OF RETIRING DIRECTORS,
DISTRIBUTION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
Capitalized terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" of this circular.
A notice convening the AGM via the eVoting Portal is set out on pages 20 to 25 of this circular. If you are not able to attend the AGM via the eVoting Portal, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the public office of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 10:30 a.m. on Wednesday, 24 June 2026) or any adjourned meeting thereof (as the case may be). Completion and return of the accompanying form of proxy will not preclude you from attending and voting via the eVoting Portal at the AGM or any adjourned meeting thereof (as the case may be) should you so wish.
- For identification purpose only
12 May 2026
CONTENTS
Page
Definitions 1
Special Arrangements for the AGM 3
Letter from the Board
- Introduction 5
- Issue Mandate and Buy-back Mandate 5
- Re-election of the Retiring Directors 5
- Recommendations of the Nomination Committee 6
- Distribution of Final Dividend 6
- Proposed re-appointment of auditor 7
- AGM 7
- Voting at the AGM 8
- Closure of Register of Members 8
- Recommendation 8
- General Information 8
- Typhoon or Black Rainstorm Warning Arrangements 8
- Responsibility Statement 9
Appendix I — Explanatory Statement for the Buy-back Mandate 10
Appendix II — Particulars of the Retiring Directors subject to Re-election 14
Notice of Annual General Meeting 20
DEFINITIONS
In this circular, except where the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting of the Company to be held as a virtual meeting via the eVoting Portal on Friday, 26 June 2026 at 10:30 a.m. or any adjournment thereof (as the case may be), notice of which is set out on pages 20 to 25 of this circular
"Board"
the board of Directors
"Buy-back Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to buy back Shares up to 10% of the aggregate nominal amount of the issued share capital of the Company (excluding treasury shares, if any) as at the date of passing of the ordinary resolution, and to determine such Shares bought back shall be held as treasury shares of the Company or otherwise be cancelled
"Bye-Laws"
the bye-laws of the Company, as amended, modified or otherwise supplemented from time to time
"CCASS"
Central Clearing and Settlement System
"Company"
Digital China Holdings Limited (神州數碼控股有限公司*), an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
"Director(s)"
the director(s) of the Company
"eVoting Portal"
electronic platform for registered Shareholders, proxies and corporate representatives attending the AGM via the internet
"Extension Mandate"
a general and unconditional mandate proposed to be granted to the Directors to extend the Issue Mandate by an amount representing the aggregate nominal amount of the Shares bought back under the Buy-back Mandate
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKEx"
Hong Kong Exchanges and Clearing Limited
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
-
For identification purpose only
-
1 -
DEFINITIONS
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and deal (including any sale or transfer of treasury shares out of treasury) with new Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company (excluding treasury shares, if any) as at the date of passing of the ordinary resolution in relation thereof at the AGM, and the discount for any shares to be issued for cash shall not be 20% or more unless the Stock Exchange agrees otherwise
"Latest Practicable Date"
4 May 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"RMB"
Renminbi, the lawful currency of the People's Republic of China
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time
"Share(s)"
the ordinary share(s) of HK$0.10 each in the share capital of the Company
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs, as amended from time to time
"treasury shares"
has the meaning as defined under the Listing Rules
"%"
per cent
- 2 -
SPECIAL ARRANGEMENTS FOR THE AGM
All registered Shareholders will be able to join the AGM via the eVoting Portal. The eVoting Portal can be accessed from any location with access to the internet via smartphone, tablet device or computer.
Through the eVoting Portal, registered Shareholders will be able to view the live video broadcast of the AGM, participate in voting and submit questions online. Login details and information will be included in our letter to registered Shareholders regarding the eVoting Portal, which will be despatched on or around 19 May 2026.
HOW TO ATTEND AND VOTE
Shareholders who wish to attend the AGM and exercise voting rights may do one of the following:
(1) attend the AGM via the eVoting Portal, which enables live streaming and an interactive platform for voting online; or
(2) appoint the chairman of the AGM or other person(s) as your proxy(ies) by providing their email address(es) for receiving the designated log-in username and password to attend and vote on your behalf via the eVoting Portal.
Your proxy’s authority and instruction will be revoked if you attend and vote via the eVoting Portal at the AGM.
If you are a non-registered Shareholder, you may consult directly with your banks, brokers, custodians or HKSCC (as the case may be) for the necessary arrangements to attend and vote via the eVoting Portal at the AGM if you wish.
If you have any questions relating to the AGM, please contact the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, as follows:
Address : 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
Email : [email protected]
Telephone : +852 2980-1333 during business hours from 9:00 a.m. to 6:00 p.m., Monday to Friday, excluding Hong Kong public holidays
- 3 -
LETTER FROM THE BOARD
神州控股
DC Holdings
DIGITAL CHINA HOLDINGS LIMITED
(神州數碼控股有限公司)
(Incorporated in Bermuda with limited liability)
(Stock Code: 00861)
Executive Directors:
Mr. GUO Wei
(Chairman and Chief Executive Officer)
Mr. LIN Yang (Vice Chairman)
Mr. CAI Yinghua
(President & Chief Operating Officer)
Non-executive Directors:
Ms. CONG Shan
Mr. LIU Jun Qiang
Independent Non-executive Directors:
Dr. LIU Yun, John
Mr. KING William
Dr. GUO Song
Mr. CHAN Wai Hong, Michael
Dr. LI Jing
Registered Office:
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
Head Office and Principal Place of Business
in Hong Kong:
31st Floor
Fortis Tower
77-79 Gloucester Road
Wanchai
Hong Kong
12 May 2026
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE SHARES
AND TO BUY BACK SHARES,
RE-ELECTION OF RETIRING DIRECTORS,
DISTRIBUTION OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
For identification purpose only
LETTER FROM THE BOARD
1. INTRODUCTION
At the AGM, ordinary resolutions will be proposed to approve, among others, (1) the granting of the Issue Mandate, (2) the granting of the Buy-back Mandate, (3) the granting of the Extension Mandate, (4) the re-election of the retiring Directors, (5) the distribution of final dividend for the year ended 31 December 2025 and (6) the re-appointment of auditor.
The purpose of this circular is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.
2. ISSUE MANDATE AND BUY-BACK MANDATE
At the AGM, an ordinary resolution, full text of which is set out as resolution no. 5(1) in the notice of AGM, will be proposed to the Shareholders to grant to the Directors the Issue Mandate. As at the Latest Practicable Date, the issued share capital of the Company comprised 1,673,607,386 Shares and on the basis that no further Shares are issued or bought back by the Company prior to the date of the AGM, the Company will be allowed to issue (including any sale or transfer of treasury shares out of treasury) up to a maximum of 334,721,477 Shares, being 20% of the issued share capital of the Company (excluding treasury shares, if any) as at the Latest Practicable Date. Unless the Stock Exchange agrees otherwise, any Shares to be allotted and issued (including any sale or transfer of treasury shares out of treasury) for cash under the authority granted by the proposed Issue Mandate shall not be at a discount of 20% or more to the "benchmarked price" (as described in Rule 13.36(5) of the Listing Rules).
At the AGM, an ordinary resolution, full text of which is set out as resolution no. 5(2) in the notice of AGM, will be proposed to the Shareholders to grant to the Directors the Buy-back Mandate. An explanatory statement in compliance with Rule 10.06(1)(b) of the Listing Rules relating to the Buy-back Mandate is set out in Appendix I to this circular.
In addition, an ordinary resolution, full text of which is set out as resolution no. 5(3) in the notice of AGM, will be proposed at the AGM to grant to the Directors the Extension Mandate.
3. RE-ELECTION OF THE RETIRING DIRECTORS
Resolution no. 3 as set out in the notice of AGM relates to re-election of the retiring Directors.
In accordance with Bye-Law 99 of the Bye-Laws, Mr. LIN Yang ("Mr. Lin"), Mr. LIU Jun Qiang ("Mr. Liu"), Mr. KING William ("Mr. King") and Dr. LI Jing ("Dr. Li") will retire from office by rotation. All of the retiring directors are eligible for re-election at the AGM.
LETTER FROM THE BOARD
In accordance with Bye-Law 102(B) of the Bye-Laws, Mr. CAI Yinghua (“Mr. Cai”) who was appointed as a director of the Company on 28 November 2025 is subject to retirement and re-election at the AGM in accordance with the Bye-Laws. Mr. Cai is eligible for re-election at the AGM.
Particulars of the retiring Directors subject to re-election are set out in Appendix II to this circular.
4. RECOMMENDATIONS OF THE NOMINATION COMMITTEE
The Nomination Committee has reviewed the biographical details of Mr. Lin, Mr. Cai, Mr. Liu, Mr. King and Dr. Li and taking into account the nomination criteria set out in the nomination policy of the Company and considered the diversity aspects set out in the diversity policy of the Board, and took the view that each of Mr. Lin, Mr. Cai, Mr. Liu, Mr. King and Dr. Li are qualified to serve as director and will contribute to the Group.
The Nomination Committee has also assessed the independence, qualification, skill and experience of Mr. King and Dr. Li for their re-election as independent non-executive Director at the AGM. The Nomination Committee has reviewed the independence of Mr. King and Dr. Li based on, among others, their confirmations of independence and was satisfied with their independence with reference to the criteria as set out in Rule 3.13 of the Listing Rules.
Taking into account of the above, the Board accepted the recommendation by the Nomination Committee for recommending the Shareholders to re-elect Mr. Lin, Mr. Cai, Mr. Liu, Mr. King and Dr. Li as Directors at the AGM. The retiring Directors abstained from voting on the relevant resolution at the meetings of the Board and Nomination Committee regarding his nomination for re-election, respectively.
5. DISTRIBUTION OF FINAL DIVIDEND
As disclosed in the announcement of the Company dated 30 March 2026, the Board recommended the payment of a final dividend of HK3.6 cents per Share for the year ended 31 December 2025. Subject to approval of the Shareholders at the AGM, the final dividend is expected to be paid on Tuesday, 21 July 2026 to the Shareholders whose names appear on the register of members of the Company at 4:30 p.m. on Monday, 6 July 2026.
In order to qualify for the final dividend, all transfer documents, accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Monday, 6 July 2026.
LETTER FROM THE BOARD
6. PROPOSED RE-APPOINTMENT OF AUDITOR
SHINEWING (HK) CPA Limited will retire as the auditor of the Company at the AGM and, being eligible, offer itself for re-appointment. Upon the recommendation of the audit committee of the Board, the Board proposed to re-appoint SHINEWING (HK) CPA Limited as the auditor of the Company to hold office from the conclusion of the AGM until the next annual general meeting of the Company and to authorise the Board to fix its remuneration for the year ending 31 December 2026.
It is currently estimated that the audit fee payable to SHINEWING (HK) CPA Limited for the audit of the consolidated financial statements of the Group for the financial year ending 31 December 2026 will not exceed HK$2.98 million. Such fee has been determined after due consideration and arm's length negotiations between the Company and SHINEWING (HK) CPA Limited, taking into account, among other things, the historical audit fees of the auditor, prevailing market rates, the expected audit scope, the audit timetable and the resources required to be committed by the auditor, and remains subject to the mutual agreement of the actual audit fees between the auditor and the Company.
An ordinary resolution in respect of the re-appointment of the auditor of the Company will be proposed at the AGM for consideration and approval by the Shareholders.
7. AGM
The notice convening the AGM is set out on pages 20 to 25 of this circular.
The AGM will be held as a virtual meeting via the eVoting Portal at 10:30 a.m. on Friday, 26 June 2026. A form of proxy for use at the AGM is enclosed with this circular and such form is also available at the websites of the Company at www.dcholdings.com and the Stock Exchange at www.hkexnews.hk. If you are not able to attend the AGM via the eVoting Portal, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the public office of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 10:30 a.m. on Wednesday, 24 June 2026) or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting via the eVoting Portal at the AGM or any adjourned meeting thereof (as the case may be) should you so wish.
LETTER FROM THE BOARD
8. VOTING AT THE AGM
Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll. As such, all resolutions to be proposed at the AGM will be put to vote by way of poll.
After the closure of the AGM, an announcement on the poll results will be published on the Company’s website at www.dcholdings.com and the Stock Exchange’s website at www.hkexnews.hk.
9. CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the AGM, the transfer books and register of members will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending the AGM, all transfer forms accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Monday, 22 June 2026.
The record date for determining Shareholders’ entitlement to attend and vote at the AGM will be Friday, 26 June 2026.
10. RECOMMENDATION
The Directors consider that (1) the grant of the Issue Mandate, (2) the grant of the Buy-back Mandate, (3) the grant of the Extension Mandate, (4) the re-election of the retiring Directors, (5) the distribution of final dividend and (6) the proposed re-appointment of auditor 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 all resolutions to be proposed at the AGM.
11. GENERAL INFORMATION
Your attention is drawn to additional information as set out in the appendices to this circular.
12. TYPHOON OR BLACK RAINSTORM WARNING ARRANGEMENTS
If typhoon signal No. 8 or above, or a black rainstorm warning is in effect on the date of the AGM, the meeting will be held as scheduled.
LETTER FROM THE BOARD
13. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Yours faithfully,
By Order of the Board
GUO Wei
Chairman and Chief Executive Officer
- 9 -
APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
The following explanatory statement contains all the information required by the Listing Rules in connection with the Buy-back Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the authorised share capital of the Company was HK$250,000,000 divided into 2,500,000,000 Shares of HK$0.10 each and the number of Shares in issue was 1,673,607,386.
Subject to the passing of the ordinary resolution for approving the Buy-back Mandate at the AGM and on the basis that no further Shares will be issued or bought back between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Buy-back Mandate to buy back up to a maximum of 167,360,738 Shares during the period in which the Buy-back Mandate remains in force. Any Shares bought back pursuant to the Buy-back Mandate must be fully paid-up.
REASONS FOR BUY-BACKS
The Directors believe that the Buy-back Mandate is in the interests of the Company and the Shareholders as a whole. When exercising the Buy-back Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the buy-backs, resolve to cancel the Shares bought-back following settlement of any such repurchase or hold them as treasury shares. Such buy-backs for cancellation may, depending on the market conditions and funding arrangements, result in an increase in net assets and/or earnings per Share. On the other hand, Shares bought back and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Bye-laws and the applicable laws of Bermuda and the Listing Rules. The Directors are seeking the Buy-back Mandate to give the Company the flexibility to buy back Shares if and when appropriate. The Directors will decide the number of Shares to be bought back on each occasion and the price and other terms upon which the same are bought back at the relevant time having regard to the circumstances then pertaining.
FUNDING OF BUY-BACKS
It is envisaged that any buy-back would be funded out of funds legally available for such purpose under the Companies Act 1981 of Bermuda (as amended) and the memorandum of association and the Bye-Laws, i.e. either from the capital paid up thereon or out of the funds of the Company which would otherwise be available for dividend or distribution or from proceeds of a new issue of Shares made for such purpose. The premium payable on buy-backs (if any) shall be provided for out of the funds of the Company which would otherwise be available for dividend or distribution or out of the Company's share premium account before the Shares are bought back. The working capital or gearing position of the Company could be adversely affected (as compared with the position disclosed in the audited consolidated financial statements of the Company for the year ended 31 December 2025) in the event that the proposed Buy-back Mandate were to be exercised in full at any time during the period which the Buy-back Mandate remains in
- 10 -
APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
force. However, the Directors do not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company as is from time to time appropriate.
DIRECTORS AND CORE CONNECTED PERSONS
None of the Directors nor, to their best knowledge and having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) presently intend to sell Shares to the Company in the event that the Buy-back Mandate is granted by the Shareholders.
No core connected persons (as defined in the Listing Rules) of the Company have notified the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any such Shares to the Company in the event that the Buy-back Mandate is granted by the Shareholders.
DIRECTORS' EXERCISE OF POWER
The Directors will exercise the powers of the Company to make buy-backs pursuant to the Buy-back Mandate in accordance with the Listing Rules, the Bye-Laws and the applicable laws of Bermuda. Neither the explanatory statement in this Appendix I nor the Buy-Back Mandate has any unusual features.
Following a repurchase of Shares, the Company may cancel any repurchased Shares and/or hold them as treasury shares subject to, among others, market conditions and its capital management needs at the relevant time of the repurchases, which may change due to evolving circumstances.
For any treasury shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the interim measures below which include (without limitation):
(i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for the treasury shares deposited with CCASS;
(ii) in the case of dividends or distributions (if any and where applicable), withdrawing 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 relevant record date for the dividend or distributions; and
(iii) taking any other 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 FOR THE BUY-BACK MANDATE
TAKEOVERS CODE
If, as a result of a share buy-back, a Shareholder's proportionate interest in the voting rights of the Company is increased, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, according to the register kept by the Company under Section 336 of Part XV of the SFO and to the best knowledge of the Directors, Guangzhou City Infrastructure Investment Group Limited (廣州市城市建設投資集團有限公司) (“GZ Infrastructure”) was deemed as the single largest shareholder of the Company which was deemed to be interested in 331,201,928 Shares (representing approximately 19.8% of the issued share capital of the Company). Out of these 331,201,928 Shares of the Company in aggregate, 299,760,000 Shares were held by Guangzhou City Investment Jiazi Investment Partnership (Limited Partnership) (廣州城投甲子投資合夥企業(有限合夥)) (“GZ Jiazi”) and 31,441,928 Shares were held by Suitong Hong Kong Company Limited (穗通(香港)有限公司) (“Suitong HK”). GZ Jiazi is owned as to 99.96% by Guangzhou City Investment Co., Ltd. (廣州市城投投資有限公司) (“GZ Investment”) and 0.04% by Guangzhou City Investment Jiapeng Industry Investment Fund Management Co., Ltd. (廣州城投佳朋產業投資基金管理有限公司) (“GZ Jiapeng”), which is in turn wholly-owned by GZ Investment. Suitong HK is wholly-owned by GZ Investment. GZ Investment is owned as to 80% by GZ Infrastructure and 20% by Guangzhou Industry Investment Fund Management Co. Ltd. (廣州產業投資基金管理有限公司) (“GZ Industry Fund”) which is wholly owned by GZ Infrastructure. In the event that the Buy-back Mandate is to be exercised in full and assuming that there is no alteration to the existing shareholdings of the Company, the shareholding of GZ Infrastructure would increase to approximately 22% of the issued share capital of the Company. Unless its shareholdings is aggregated with other parties which are deemed by the Securities and Futures Commission to be its concert parties, such increase in its shareholdings as a result of the exercise in full of the Buy-back Mandate will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.
Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of exercising the Buy-back Mandate in full. The Directors do not currently intend to exercise the Buy-back Mandate to an extent which would trigger a mandatory offer under Rules 26 and 32 of the Takeovers Code. In addition, the Directors do not intend to exercise the Buy-back Mandate to an extent which would result in the number of Shares in the hands of the public falling below 25% of the issued share capital of the Company.
SHARE BUY-BACKS MADE BY THE COMPANY
No buy-back of Shares (whether on the Stock Exchange or otherwise) has been made by the Company during the six months preceding the Latest Practicable Date.
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APPENDIX I
EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE
MARKET PRICES
The highest and lowest prices at which the Shares (excluding treasury shares, if any) were traded on the Stock Exchange in each of the previous twelve calendar months preceding the Latest Practicable Date and up to that date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 2.80 | 2.23 |
| May | 3.34 | 2.45 |
| June | 3.53 | 3.08 |
| July | 3.25 | 2.97 |
| August | 3.37 | 2.98 |
| September | 3.44 | 2.94 |
| October | 3.27 | 2.81 |
| November | 3.08 | 2.71 |
| December | 2.84 | 2.55 |
| 2026 | | |
| January | 2.91 | 2.61 |
| February | 3.95 | 2.44 |
| March | 2.64 | 2.05 |
| April | 2.18 | 1.82 |
| May (up to the Latest Practicable Date) | 2.14 | 1.95 |
APPENDIX II
PARTICULARS OF THE RETIRING DIRECTORS SUBJECT TO RE-ELECTION
Information as required to be disclosed under the Listing Rules on the retiring Directors for re-election at the AGM are set out as follows:
Mr. LIN Yang, aged 59, has been an Executive Director since February 2001 and the Vice Chairman of the Group since June 2018. He is also a director of certain subsidiaries of the Company. Mr. Lin graduated in 1988 with a Bachelor's Degree in Computing Communications from the Xidian University and in 2005 with a Master's Degree in Business Administration from Cheung Kong Graduate School of Business. He joined the Group in February 2001 and was previously the Executive Vice President and the President of the Group and was also the Chief Executive Officer of the Group from April 2011 to June 2018. Mr. Lin was the Vice Chairman, Director and a member of the Audit Committee of Digital China Information Service Group Company Ltd., a subsidiary of the Company, (listed on The Shenzhen Stock Exchange) from January 2014 to April 2018. He joined the Legend group in 1990 and has over 34 years of management experience in IT business. Mr. Lin was awarded the Lifetime Achievement Award by the IT Channel Elite Panel in 2001 and recognized as the Most Influential Figure in IT Distribution of 20 Years in 2005. In 2013, he was also selected as one of the Leaders of the Year 2012 of the China Information Industry and Top-10 Annual Icons of the Year 2012 of Zhongguancun. Besides, Mr. Lin was the Director of IT Channel Profession Council, under the MIIT (Ministry of Industry and Information Technology).
Mr. Lin has not held any directorship in any other public listed companies, whether in Hong Kong or overseas, in the last three years and, save as disclosed above, he has no other major appointments and professional qualifications nor does he hold any other positions with the Company and other members of the Group.
Other than the relationship arising from his directorship in the Company, Mr. Lin does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company.
As at the Latest Practicable Date, Mr. Lin was interested in 4,903,734 Shares, of which 3,571,734 Shares (representing approximately $0.21\%$ of the issued share capital of the Company) were registered by him as beneficial owner and 1,332,000 were underlying Shares granted to him by the Company under the share option scheme of the Company. The aforesaid share options remained outstanding as at the Latest Practicable Date. Save as disclosed above, Mr. Lin does not have, and is not deemed to have, any interest in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.
Mr. Lin is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with Bye-Law 99 of the Bye-Laws. Mr. Lin entered into a service agreement with the Company which shall continue in force until terminated (i) by either the Company or Mr. Lin serving on the other not less than 3 months' notice, or (ii) due to his retirement as a director without being re-elected as a director by the Shareholders in an annual general meeting in accordance with the Bye-Laws, or (iii) by the Company in the event of Mr. Lin's default under the terms of the service agreement. Under the service agreement, Mr. Lin was entitled to salaries (included allowances, benefits in kind and
APPENDIX II
PARTICULARS OF THE RETIRING DIRECTORS SUBJECT TO RE-ELECTION
pension scheme contributions) of RMB3,164,449 for the year ended 31 December 2025. With reference to Mr. Lin's responsibilities and the Company's business performance, as well as remuneration benchmark in the industry and the prevailing market conditions, the emolument of Mr. Lin was reviewed by Remuneration Committee and approved by the Board. Pursuant to the service agreement, a discretionary bonus may be payable to Mr. Lin for each completed year of service in recognition of his contribution to the Company. Such bonus is determined at the Company's sole discretion with reference to the accomplishment of the important tasks and the Company's business performance, as well as remuneration benchmark in the industry and the prevailing market conditions.
Save as disclosed above, Mr. Lin has confirmed that there are no other matters or information relating to his re-election that need to be brought to the attention of the shareholders of the Company or to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
Mr. CAI Yinghua, aged 47, has been an Executive Director since 28 November 2025, and being the President and Chief Operating Officer of the Group since 18 September 2024, responsible for overseeing the overall operation of the Group. He is currently a non-independent director of Digital China Information Service Group Company Ltd. (listed on the Shenzhen Stock Exchange) and also a director of a subsidiary of the Company. Mr. Cai previously held positions of regional president and business line president in large ICT companies, as well as global chief commercial officer and global sales president in a large Internet company. Mr. Cai majored in computer science and software and holds an EMBA from School of Economics and Management and has profound industry insights and extensive management experience in enterprise-level IT and digital transformation, as well as enterprise marketing and operations management. Mr. Cai currently serves as chief advisor for general AI software and AI infrastructure of the Parallel Software and Computational Science Laboratory of the Institute of Software Chinese Academy of Sciences.
Save as disclosed above, Mr. Cai has not held any directorship in any other public listed companies, whether in Hong Kong or overseas, in the last three years and he has no other major appointments and professional qualifications nor does he hold any other positions with the Company and other members of the Group.
Other than the relationship arising from his directorship in the Company, Mr. Cai does not have any relationship with any directors, senior management or substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company.
As at the Latest Practicable Date, Mr. Cai does not have, and is not deemed to have, any interest in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.
Mr. Cai is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with Bye-Law 102(B) of the Bye-Laws. Mr. Cai entered into a service agreement with the Company which shall continue in force until terminated (i) by either the Company or Mr. Cai serving on the other not less than one
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APPENDIX II
PARTICULARS OF THE RETIRING DIRECTORS SUBJECT TO RE-ELECTION
month notice, or (ii) due to his retirement as a director without being re-elected as a director by the Shareholders in an annual general meeting in accordance with the Bye-Laws, or (iii) by the Company in the event of Mr. Cai's default under the terms of the service agreement. With reference to Mr. Cai's responsibilities and the Company's business performance, as well as remuneration benchmark in the industry and the prevailing market conditions, the emolument of Mr. Cai was agreed by Remuneration Committee and approved by the Board. Under the services agreement, Mr. Cai was entitled to annual salaries of RMB3,250,000. Mr. Cai was entitled to salaries (included allowances, benefits in kind and pension scheme contributions) of RMB299,388 for the year ended 31 December 2025 (since the services agreement effective from 28 November 2025). In addition, pursuant to the service agreement, a discretionary bonus may be payable to Mr. Cai for each completed year of service in recognition of his contribution to the Company. Such bonus is determined at the Company's sole discretion with reference to the accomplishment of the important tasks and the Company's business performance, as well as remuneration benchmark in the industry and the prevailing market conditions.
Save as disclosed above, Mr. Cai has confirmed that there are no other matters or information relating to his re-election that need to be brought to the attention of the shareholders of the Company or to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
Mr. LIU Jun Qiang, aged 46, has been appointed as a non-executive Director of the Company on 28 March 2024. Mr. Liu is currently the deputy general manager of Guangzhou City Investment Co., Ltd. ("GZ Investment"), and the general manager of Greater Bay Area Culture Industrial Investment Fund Management Co., Ltd. ("GBA Investment Fund") and the director of Guangzhou Industrial Investment Fund Management Co., Ltd. ("GZ Industrial Fund"), and GZ Investment, GBA Investment Fund and GZ Industrial Fund are subsidiaries of GZ Infrastructure. Mr. Liu obtained a bachelor's degree in economics from Jiangxi University of Finance and Economics in 2002 and a master's degree in business administration from Jinan University in 2008.
Mr. Liu has 23 years of experience in corporate management and investment since 2002. During this period, Mr. Liu was responsible for the work of smart city investment operations, investment management and human resources.
Mr. Liu has not held any directorship in any other public listed companies, whether in Hong Kong or overseas, in the last three years and, save as disclosed above, he has no other major appointments and professional qualifications, nor does he hold any other positions with the Company and other members of the Group.
Other than the relationship arising from his directorship in the Company and his positions detailed above held in subsidiaries of GZ Infrastructure, a substantial shareholder (as defined in the Listing Rules) of the Company, Mr. Liu does not have any relationship with any directors, senior management or substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company.
APPENDIX II
PARTICULARS OF THE RETIRING DIRECTORS SUBJECT TO RE-ELECTION
As at the Latest Practicable Date, Mr. Liu does not have, and is not deemed to have, any interest in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.
There is no letter of appointment between the Company and Mr. Liu. The appointment of Mr. Liu is not subject to fixed term of service, but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with Bye-Law 99 of the Bye-Laws. The Board has approved the annual director’s fee of Mr. Liu of HKD300,000 which was determined by reference to the remuneration benchmark in the market. Save as disclosed, Mr. Liu receives no other emoluments including bonus and other allowance from the Group.
Save as disclosed above, Mr. Liu has confirmed that there are no other matters or information relating to his re-election that need to be brought to the attention of the shareholders of the Company or to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
Mr. KING William, aged 60, has been an Independent Non-executive Director of the Company since 29 June 2018. Mr. King is a senior advisor and adjunct professor at the Hong Kong University of Science and Technology, MBA program. He was the Managing Director of Russell Reynolds Associates, Hong Kong from October 2018 to December 2019 and a partner at Egon Zehnder International Company Limited, a global executive search firm, from January 2007 to May 2016. Prior to that, Mr. King held several leadership roles with some of the global technology companies as follows: Chief Operating Officer at eBay China from April 2005 to November 2006, General Manager of AT&T Greater China from August 2002 to April 2005, Director of Telecommunications and Media at Credit Suisse First Boston (CSFB), Hong Kong from September 2001 to April 2002, Head of Corporate Planning and Development at Hong Kong Telecom and PCCW from September 1999 to September 2001; Senior Associate at Booz Allen & Hamilton from 1995 to September 1999 and Senior Systems Consultant with IBM Corporation in the US from February 1988 to July 1993.
Mr. King received a Bachelor of Science Degree in Electrical Engineering from University of Michigan and MBA with Finance major from the Wharton School of Business at the University of Pennsylvania.
Mr. King has not held any directorship in any other public listed companies, whether in Hong Kong or overseas, in the last three years and, save as disclosed above, he has no other major appointments and professional qualifications, nor does he hold any other positions with the Company nor other members of the Group.
Other than the relationship arising from his directorship in the Company, Mr. King does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as respectively defined in the Listing Rules) of the Company.
APPENDIX II
PARTICULARS OF THE RETIRING DIRECTORS SUBJECT TO RE-ELECTION
As at the Latest Practicable Date, Mr. King was interested in 1,432,000 Shares, of which 100,000 Shares (representing approximately 0.006% of the issued share capital of the Company) were registered by him as beneficial owner and 1,332,000 were underlying Shares granted to him by the Company under the share option scheme of the Company. The aforesaid share options remained outstanding as at the Latest Practicable Date. Save as disclosed above, Mr. King does not have, and is not deemed to have, any interest in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.
There is no letter of appointment between the Company and Mr. King. The appointment of Mr. King is not subject to fixed term of service, but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with Bye-Law 99 of the Bye-Laws. The annual director's fee of Mr. King is HKD300,000 which was determined by reference to the remuneration benchmark in the market. Save as disclosed, Mr. King receives no other emoluments including bonus and other allowance from the Group.
Save as disclosed above, Mr. King has confirmed that there are no other matters or information relating to his re-election that need to be brought to the attention of the shareholders of the Company or to be disclosed pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.
Dr. LI Jing, aged 48, has been appointed as an independent non-executive Director of the Company on 19 August 2024. She has been an associate accounting professor (with tenure) at the University of Hong Kong since July 2016. She held an academic position as an assistant professor in accounting at the Tepper School of Business at the Carnegie Mellon University from September 2009 to July 2016 prior to joining the University of Hong Kong. She obtained her Bachelor's Degree in economics (major in accounting) and a Master's Degree in management (major in accounting), both conferred by Tsinghua University in July 1999 and July 2002, respectively. She received her PhD degree in accounting from Columbia University in October 2009.
Dr. Li focuses on the research of the role of accounting information and corporate disclosures in mitigating information asymmetry and resolving agency conflicts in settings such as debt financing, executive compensations and corporate takeovers. Her recent work has appeared in top academic journals including the Journal of Accounting and Economics, The Accounting Review, Contemporary Accounting Research, and Review of Accounting Studies. Dr. Li has taught Financial Accounting, Valuations Using Financial Statements, and Fundamental Analysis of Financial Institutions.
Dr. Li has not held any directorship in any other public listed companies, whether in Hong Kong or overseas, in the last three years and, save as disclosed above, has no other major appointments and professional qualifications nor does she hold any other positions with the Company and other members of the Group.
Other than the relationship arising from her directorship in the Company, Dr. Li does not have any relationship with any Directors, senior management or substantial or controlling Shareholders (as respectively defined in the Listing Rules) of the Company.
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APPENDIX II
PARTICULARS OF THE RETIRING DIRECTORS SUBJECT TO RE-ELECTION
As at the Latest Practicable Date, Dr. Li does not have, and is not deemed to have, any interest in any Shares or underlying Shares within the meaning of Part XV of the SFO.
There is no letter of appointment between the Company and Dr. Li. The appointment of Dr. Li is not subject to fixed term of service, but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with Bye-Law 99 of the Bye-Laws. The annual director’s fee of Dr. Li is HK$300,000 which was determined by reference to the remuneration benchmark in the market. Save as disclosed, Dr. Li receives no other emoluments including bonus and other allowance from the Group.
Save as disclosed above, Dr. Li has confirmed that there are no other matters or information relating to her re-election that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
神州控股
DC Holdings
DIGITAL CHINA HOLDINGS LIMITED
(神州數碼控股有限公司)
(Incorporated in Bermuda with limited liability)
(Stock Code: 00861)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Digital China Holdings Limited (神州數碼控股有限公司*) (the “Company”) will be held as a virtual meeting via online platform (the “eVoting Portal”) on Friday, 26 June 2026 at 10:30 a.m. for the purpose of considering the following resolutions:
-
To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2025.
-
To declare final dividend of HK3.6 cents per Share for the year ended 31 December 2025.
-
(i) To re-elect Mr. LIN Yang as an executive director of the Company.
(ii) To re-elect Mr. CAI Yinghua as an executive director of the Company.
(iii) To re-elect Mr. LIU Jun Qiang as a non-executive director of the Company.
(iv) To re-elect Mr. KING William as an independent non-executive director of the Company.
(v) To re-elect Dr. LI Jing as an independent non-executive director of the Company.
(vi) To authorise the board of directors of the Company (the “Board”) to fix the directors’ remuneration. -
To re-appoint SHINEWING (HK) CPA Limited as auditor of the Company and to authorise the Board to fix their remuneration.
-
For identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
- As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions with or without modifications:
ORDINARY RESOLUTIONS
(1) “THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Listing Rules) out of treasury if permitted under the Listing Rules) in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers during or after the end of the Relevant Period be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of share capital allotted, issued or otherwise dealt with, or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with, (whether pursuant to an option or otherwise) by the directors of the Company (including any sale or transfer of treasury shares out of treasury) pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company, or (iii) the exercise of options granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to eligible participants of the Company and/or any of its subsidiaries of rights to acquire shares of the Company, or (iv) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-Laws of the Company (“Bye-Laws”), or (v) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed twenty per cent. (20%) of the aggregate nominal amount of the share capital (excluding treasury shares, if any) of the Company in issue at the date of the passing of this Resolution, and the said approval shall be limited accordingly;
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NOTICE OF ANNUAL GENERAL MEETING
(c) unless The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) agrees otherwise, any shares of the Company to be allotted and issued for cash pursuant to the approval in paragraph (a) of this Resolution shall not be at a discount of 20% or more of the Benchmarked Price (as defined below) of such shares of the Company;
(d) for the purposes of this Resolution:
“Benchmarked Price” means the higher of:
(i) the closing price of the shares of the Company as quoted on the Stock Exchange on the date of the agreement involving the relevant proposed issue of shares of the Company; and
(ii) the average closing price as quoted on the Stock Exchange of the shares of the Company for the 5 trading days immediately preceding the earlier of the date: (A) of announcement of the transaction or arrangement involving the relevant proposed issue of shares of the Company, (B) of the agreement involving the relevant proposed issue of shares of the Company, and (C) on which the price of shares of the Company that are proposed to be issued is fixed.
and
“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws of Bermuda to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given under this Resolution.
“Rights Issue” means an offer of shares or issue of options, warrants or other securities which carry a right to subscribe for or purchase shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company on the register of shareholders of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of the shares of the Company (or, where appropriate, such other securities) (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in
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NOTICE OF ANNUAL GENERAL MEETING
relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).
(2) “THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back issued shares in the capital of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and, if permitted under the Listing Rules, to determine whether such Shares bought-back shall be held as treasury shares by the Company or otherwise be cancelled, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company which may be bought back by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed ten per cent. (10%) of the aggregate nominal amount of the share capital (excluding treasury shares, if any) of the Company in issue at the date of the passing of this Resolution, and the said approval shall be limited accordingly; and
(c) for the purposes of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws of Bermuda to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given under this Resolution.”
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NOTICE OF ANNUAL GENERAL MEETING
(3) “THAT conditional upon the passing of Resolutions numbered 5(1) and 5(2) set out in the notice convening this meeting, the general mandate granted to the directors of the Company pursuant to Resolution numbered 5(1) set out in the notice convening this meeting and for the time being in force to exercise the powers of the Company to allot (or sold or transferred of treasury shares out of treasury), issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the shares of the Company bought back by the Company under the authority granted pursuant to Resolution numbered 5(2) set out in the notice convening this meeting, provided that such extended amount shall not exceed ten per cent. (10%) of the aggregate nominal amount of the share capital (excluding treasury shares, if any) of the Company in issue at the date of the passing of this Resolution.”
By Order of the Board
Digital China Holdings Limited
(神州數碼控股有限公司)
GUO Wei
Chairman and Chief Executive Officer
Hong Kong, 12 May 2026
Notes:
(i) Any shareholder of the Company entitled to attend and vote at the annual general meeting or any adjournment thereof (as the case may be) shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.
(ii) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the annual general meeting or any adjournment thereof (as the case may be), either via the eVoting Portal or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the annual general meeting or any adjournment thereof (as the case may be), then one of the said persons so present whose name stands first on the register of shareholders of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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NOTICE OF ANNUAL GENERAL MEETING
(iii) To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be deposited at the public office of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the annual general meeting (i.e. not later than 10:30 a.m. on Wednesday, 24 June 2026) or any adjourned meeting thereof (as the case may be). Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting via the eVoting Portal at the annual general meeting or at any adjourned meeting thereof (as the case may be).
(iv) The transfer books and register of members of the Company will be closed from Tuesday, 23 June 2026 to Friday, 26 June 2026 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attending the annual general meeting, all transfer forms, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Monday, 22 June 2026 for registration. The record date for determining shareholders' entitlement to attend and vote at the annual general meeting will be Friday, 26 June 2026.
(v) In relation to the proposed resolution numbered 2 above, the proposed final dividend will be payable to the shareholders whose names appear on the register of members of the Company as at 4:30 p.m. on Monday, 6 July 2026. In order to qualify for the proposed final dividend, all transfer forms, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Monday, 6 July 2026 for registration.
(vi) Details of the eVoting Portal are set out in the circular despatched to the Shareholders on 12 May 2026 (the "Circular") and the letter to registered Shareholders which will be despatched on or around 19 May 2026. Unless otherwise defined or specified herein, the capitalised terms used in this notice shall have the same meanings as ascribed to them in the Circular.
(vii) If any Shareholders have any enquiry on the above meeting, please contact the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited (telephone: +852 2980-1333).
- For identification purpose only