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Easou Technology Holdings Limited Proxy Solicitation & Information Statement 2026

Mar 9, 2026

50665_rns_2026-03-09_28500d09-efae-4d97-a72f-e58f1627eda0.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

EaSou 宜搜

Easou Technology Holdings Limited
宜搜科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2550)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting of Easou Technology Holdings Limited (the "Company") will be held at Room 403, Building 5C, Software Industry Base, Keyuan Road, Nanshan District, Shenzhen, China on Friday, March 27, 2026 at 10:30 a.m. for the following purposes:

  1. "THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting approval of the listing of, and permission to deal in, the ordinary shares of USD0.00001 each in the share capital of the Company (the "Shares") falling to be issued pursuant to any awards granted under the 2025 Share Award Scheme II of the Company (the "2025 Share Award Scheme II"), the terms of which are set out in the document marked "A" produced to this meeting and signed by the chairman of this meeting for the purpose of identification, the 2025 Share Award Scheme II be approved and adopted with the Scheme Mandate Limit (as defined in the 2025 Share Award Scheme II) of 10 per cent. of the total number of issued Shares (excluding treasury shares of the Company, if any) as of the date of the passing of this resolution and with effect from the date of the 2025 Share Award Scheme II becoming unconditional and coming into effect, and that the directors of the Company (the "Directors") be authorized:

(a) to grant awards thereunder and to allot and issue Shares pursuant to the 2025 Share Award Scheme II;


(b) to alter and/or modify the 2025 Share Award Scheme II from time to time provided that such alternation and/or modification is effected in accordance with the provisions of the 2025 Share Award Scheme II relating to the alternation and/or modification and subject to Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”);

(c) to allot and issue from time to time such number of Shares as may be required to be allotted and issued pursuant to the awards granted under the 2025 Share Award Scheme II and subject to the Listing Rules; and

(d) to take all such steps as may be necessary or desirable to implement such 2025 Share Award Scheme II.”

  1. “THAT conditional upon resolution numbered 1 above being duly passed, the Service Provider Sublimit (as defined in the 2025 Share Award Scheme II) of one per cent of the total number of issued Shares (excluding treasury shares of the Company, if any) as of the date of the passing of this resolution be adopted, with effect from the date of the 2025 Share Award Scheme II becoming unconditional and coming into effect.”

  2. “THAT the plan to subscribe for wealth management products from the financial institution(s) in an aggregate principal amount of not more than HK$180.0 million (or equivalent amount in other currencies) be approved.”

  3. “THAT

(a) the general mandate (the “Existing General Mandate”) granted to the Directors to allot, issue and deal with the unissued shares of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on June 27, 2025 (the “2025 AGM”) has been used up and be and is hereby revoked (without prejudice to any valid exercise of the Existing General Mandate prior to the passing of this resolution);

(b) subject to the following provisions of this resolution, the exercise by the Directors 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), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

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(c) the approval in paragraph (b) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

(d) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the "Articles"); shall not exceed 20% of the total number of Shares in issue (excluding any Shares held in treasury) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

(e) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting is required by any applicable laws or the Articles to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the "Shareholders") in general meeting.

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company)."

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  1. “THAT conditional upon resolution numbered 4 above being duly passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares (including any sale or transfer of treasury shares) and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 set out above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the repurchase mandate passed at the 2025 AGM, provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding any treasury shares) as at the date of the 2025 AGM.”

By order of the board of Directors
Easou Technology Holdings Limited
Wang Xi
Chairman

Hong Kong, March 9, 2026

Registered Office:
Suite 102, Cannon Place
P.O. Box 712
North Sound Rd
George Town Grand Cayman
KY1-9006, Cayman Islands

Headquarters and principal place of business in the PRC:
Room 403, Building 5C
Software Industry Base
Keyuan Road, Nanshan District
Shenzhen, China

Principal Place of Business in Hong Kong:
Office No. 6, 13th Floor
Strand 50, No. 50 Bonham Strand
Sheung Wan, Hong Kong

Notes:

(i) A Shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy needs not be a Shareholder.

(ii) In the case of joint holders of any Share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

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(iii) In order to be valid, a form of proxy must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10:30 a.m. on Wednesday, March 25, 2026) or any adjournment thereof. The completion and return of the form of proxy shall not preclude the Shareholders from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the relevant form of proxy shall be deemed to be revoked.

(iv) The register of members of the Company will be closed from Tuesday, March 24, 2026 to Friday, March 27, 2026, both days inclusive, in order to determine the entitlement of the Shareholders to attend and vote at the above meeting, during which period no transfer of Shares will be registered. The record date for determining the eligibility to attend and vote at the above meeting will be Friday, March 27, 2026. All transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, March 23, 2026.

(v) Holders of treasury shares, if any, have no voting rights at the EGM.

(vi) In respect of the ordinary resolution numbered 4 above, the Directors wish to state that they have no immediate plans to issue any new Shares (including any sale or transfer of treasury shares out of treasury) of the Company. Approval is being sought from the Shareholders as a general mandate for the purposes of the Listing Rules.

(vii) In respect of the ordinary resolution numbered 5 above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase Shares of the Company in circumstances which they deem appropriate for the benefits of the Shareholders.

As at the date of this announcement, the Board comprises Mr. Wang Xi, Mr. Chen Jun and Mr. Zhao Lei as executive Directors; and Mr. Zhu Jianfeng, Mr. An Yingchuan and Ms. Meng Xue as independent non-executive Directors.

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