AI assistant
Fortior Technology (Shenzhen) Co., Ltd. Proxy Solicitation & Information Statement 2025
49838_rns_2025-07-29_bc9319d7-5f8f-417a-a279-addbce8ed5ad.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Fortior Technology (Shenzhen) Co., Ltd., you should at once hand this circular and the accompanying form of proxy and reply slip to the purchaser or the transferee or to the bank or 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.
Fortior Technology (Shenzhen) Co., Ltd.
峰峪科技(深圳)股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1304)
(1) APPOINTMENT OF AUDITORS OF A SHARES FOR THE YEAR OF 2025
(2) APPOINTMENT OF AUDITORS OF H SHARES FOR THE YEAR OF 2025
(3) PROPOSAL REGARDING USE OF IDLE FUND IN CASH MANAGEMENT
AND
(4) NOTICE OF EXTRAORDINARY GENERAL MEETING
Unless the context otherwise requires, capitalized terms used in this cover page and this circular shall have the same meanings as those defined in the section headed "Definitions" in this circular.
A letter from the Board is set out on pages 2 to 5 of this circular.
If you intend to attend the EGM, please complete and return the reply slip enclosed in this circular in accordance with the instructions printed thereon to the Company's H share registrar 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 by not later than 11 August 2025 16:30. The reply slip may be delivered to the Company by hand, by post or by email ([email protected]).
A notice convening the EGM of the Company to be held at 801, Building 11, Software Park (Phase II), 1 Keji Central Road II, Gaoxin Central Zone, Nanshan District, Shenzhen, Guangdong, the PRC on 15 August 2025 at 13:30 is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's H share registrar 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 24 hours before the time of the meeting (i.e. not later than 13:30 on 14 August 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.
29 July 2025
CONTENTS
Page
Definitions ... 1
Letter from the Board. ... 2
Notice of Extraordinary General Meeting. ... EGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“A Share(s)”
ordinary share(s) issued by our Company, with a nominal value of RMB1.00 each, which are traded in Renminbi and listed on the STAR Market
“A Shareholder(s)”
holder(s) of our A Share(s)
“Board”
the board of Directors of the Company
“Company”
Fortior Technology (Shenzhen) Co., Ltd. (峰峪科技(深圳)股份有限公司), a company established under the laws of the PRC on May 21, 2010 and converted into a joint stock company with limited liability on June 22, 2020
“Director(s)”
the director(s) of the Company
“EGM”
the extraordinary general meeting of the Company to be convened for approving the resolutions as set out in this circular
“Group”
the Company and its subsidiaries
“H Share(s)”
overseas listed foreign shares in the share capital of our Company, with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange
“H Shareholder(s)”
Holder(s) of our H Share(s)
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“Share(s)”
ordinary share(s) in the capital of our Company with a nominal value of RMB1.00 each, comprising A Shares and H Shares
“Shareholder(s)”
holders of our Shares from time to time
“STAR Market”
the Science and Technology Innovation Board of the Shanghai Stock Exchange (上海證券交易所科創板)
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
- 1 -
LETTER FROM THE BOARD
Fortior Technology (Shenzhen) Co., Ltd.
峰峪科技(深圳)股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1304)
Executive Directors:
Mr. BI Lei
Dr. BI Chao
Independent Non-executive Directors:
Dr. LIN Mingyao
Dr. NIU Shuangxia
Mr. CHEN Jingyang
Registered Office:
203, Building 11
Software Park (Phase II)
1 Keji Central Road II, Gaoxin Central Zone
Nanshan District, Shenzhen
Guangdong
PRC
Principal Place of Business in Hong Kong:
40/F, Dah Sing Financial Centre
248 Queen's Road East
Wanchai
Hong Kong
29 July 2025
To the Shareholders
Dear Sir or Madam,
(1) APPOINTMENT OF AUDITORS OF A SHARES FOR THE YEAR OF 2025
(2) APPOINTMENT OF AUDITORS OF H SHARES FOR THE YEAR OF 2025
(3) PROPOSAL REGARDING USE OF IDLE FUND IN CASH MANAGEMENT AND
(4) NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with, among other things, information on (i) appointment of auditors of A Shares for the year of 2025; (ii) appointment of auditors of H Shares for the year of 2025; (iii) proposal regarding use of idle fund in cash management and (iv) the notice of the EGM at which ordinary resolutions will be proposed for approving the abovementioned matters.
LETTER FROM THE BOARD
(i) Appointment of auditors of A Shares for the year of 2025
In accordance with the relevant requirements of China Securities Regulatory Commission and the Articles of Association in relation to the appointment of audit firm and the recommendation of the audit committee of the Company on the appointment of audit firm, the Board resolved the appointment of Zhongxinghua Certified Public Accountants LLP as the A shares (domestic) auditor of the Company for the year of 2025. The appointment of the audit firm shall take effect for one year from the date of the EGM.
An ordinary resolution will be put forward at the EGM to approve the above matter.
(ii) Appointment of auditors of H Shares for the year of 2025
In accordance with the relevant requirements of China Securities Regulatory Commission and the Articles of Association in relation to the appointment of audit firm and the recommendation of the audit committee of the Company on the appointment of audit firm, the Board resolved the appointment of Ernst & Young as the H shares (overseas) auditor of the Company for the year of 2025.
An ordinary resolution will be put forward at the EGM to approve the above matter.
(iii) Proposal regarding use of idle fund in cash management
To maximize shareholder value, improve the efficiency of the use of the Company's own funds (including the net proceeds of the Global Offering that are not immediately used for the purposes as stated in the Prospectus), and make reasonable use of temporary idle self-owned capital, it is proposed that, on the condition of ensuring the Company's normal operations and capital safety, the Company be authorized to use idle self-owned funds in an amount of no more than RMB4.5 billion (inclusive) for cash management. The funds may be used to purchase investment products with high safety, good liquidity, and sold by financial institutions with valid business qualifications. The Group's audit committee and independent directors have the right to supervise and inspect the use of funds, and may engage professional institutions to conduct audits when necessary.
The validity period of this authorization shall commence from the date of approval at the EGM and end on the date of the Company's 2025 annual general meeting. Within the aforesaid limit and validity period, the funds may be used on a rolling basis.
The Board proposes that the EGM shall authorize one executive director to exercise decision-making power and execute relevant contracts and documents within the above-mentioned amount and validity period. The finance department of the Company shall be responsible for organizing and implementing the specific matters.
An ordinary resolution will be put forward at the EGM to approve the above matter.
LETTER FROM THE BOARD
EGM
A notice convening the EGM to be held at 13:30 on 15 August 2025 at 801, Building 11, Software Park (Phase II), 1 Keji Central Road II, Gaoxin Central Zone, Nanshan District, Shenzhen, Guangdong, the PRC, is set out on pages EGM-1 of this circular for the purpose of considering and, if thought fit, passing the ordinary resolutions approving the matters set out above.
A form of proxy for use at the EGM (or any adjournment thereof) is enclosed with this circular. Whether or not you are able to attend the EGM (or any adjournment thereof), you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong H share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event, no later than 24 hours before the time fixed for holding the EGM (or any adjournment thereof). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so desire.
Pursuant to rule 13.39(4) of the Listing Rules, all the ordinary resolutions to be proposed at the EGM will be voted by way of poll by the Shareholders. To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, none of the Shareholders has a material interest in any proposed resolutions at the EGM and no Shareholders will be required to abstain from voting on such resolutions to be proposed at the EGM.
ELIGIBILITY FOR ATTENDING THE EGM
The record date for determining the identity of the Shareholders who are entitled to attend and vote at the EGM will be 11 August 2025. Shareholders whose name appears on the register of members of the Company on 11 August 2025 shall be entitled to attend and vote at the EGM. All transfer documents accompanied by 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 for registration no later than 4:30 p.m. on 11 August 2025.
RECOMMENDATION
The Board believes that the proposed resolution(s) above are in the best interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favor of such resolution(s) as set out in the notice of the EGM.
LETTER FROM THE BOARD
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.
By order of the Board
Fortior Technology (Shenzhen) Co., Ltd.
BI Lei
Chairman of the Board
- 5 -
NOTICE OF EXTRAORDINARY GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
Fortior Technology (Shenzhen) Co., Ltd.
峰峪科技(深圳)股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1304)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "EGM") of Fortior Technology (Shenzhen) Co., Ltd. (the "Company") will be convened and held at 801, Building 11, Software Park (Phase II), 1 Keji Central Road II, Gaoxin Central Zone, Nanshan District, Shenzhen, Guangdong, the PRC on 15 August 2025 at 13:30 for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions of the Company:
ORDINARY RESOLUTIONS
- To appoint Zhongxinghua Certified Public Accountants LLP as the domestic auditor for the year of 2025.
- To appoint Ernst & Young as the overseas auditor for the year of 2025.
- To endorse the proposal in relation to the use of idle funds (including the net proceeds of the Global Offering that are not immediately used for the purposes as stated in the Prospectus) of the Company, and to authorise any one executive director of the Company to implement the proposal and take all necessary actions related thereto accordingly.
By order of the Board
Fortior Technology (Shenzhen) Co., Ltd.
BI Lei
Chairman of the Board
Hong Kong, 29 July 2025
- EGM-1 -
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notes:
-
Any shareholder of the Company (“Shareholder”) entitled to attend and vote at the EGM mentioned above is entitled to appoint one or more proxies to attend and vote at the EGM on his/her/its behalf in accordance with the articles of association of the Company. A proxy need not be a Shareholder.
-
In order to be valid, the proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or authority shall 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 (in the case of proxy form of holders of H shares of the Company) not less than 24 hours before the time for holding the EGM.
-
Shareholders or their proxies shall produce their identity documents when attending the EGM.
-
Shareholders whose names appear on the register of members of the Company on Monday, 11 August 2025 are entitled to attend and vote at the EGM.
-
In order to attend and vote at the EGM, holders of H shares of the Company whose transfers have not been registered shall deposit the transfer forms together with the relevant share certificates, at the Company’s H share registrar, 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, 11 August 2025.
-
The EGM is not expected to take more than half a day. Shareholders or their proxies attending the EGM shall be responsible for their own travel and accommodation expenses.
-
Unless the context otherwise requires, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 29 July 2025.
As of the date of this notice, the Directors are: (i) Mr. BI Lei and Dr. BI Chao as executive Directors, and (ii) Dr. LIN Mingyao, Dr. NIU Shuangxia and Mr. CHEN Jingyang as independent non-executive Directors.
- EGM-2 -