AI assistant
Futong Technology Development Holdings Limited Proxy Solicitation & Information Statement 2026
49230_rns_2026-04-28_f3b2e083-be4a-4d5c-b106-4a73fdbd76c3.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institutions in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Futong Technology Development Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
Futong
富通
Futong Technology Development Holdings Limited
富通科技發展控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock code: 465)
GENERAL MANDATES TO ISSUE NEW SHARES,
REPURCHASE SHARES AND RESELL TREASURY SHARES,
RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Hong Kong at 3:00 p.m. on 21 May 2026 (Thursday) is set out on pages 15 to 19 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to 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 annual general meeting (i.e. by 3:00 p.m. on 19 May 2026 (Hong Kong time)) or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting (as the case may be) should you so wish. For the avoidance of doubt, holders of treasury shares of the Company, if any, shall abstain from voting at the AGM.
All times and dates specified herein refer to Hong Kong local times and dates.
28 April 2026
CONTENTS
Pages
Definitions ... 1
Letter from the Board ... 3
Appendix I – Explanatory Statement to the Repurchase Mandate ... 9
Appendix II – Details of the Directors proposed to be re-elected at the AGM ... 13
Notice of AGM ... 15
- i -
DEFINITIONS
In this circular, the following expressions shall have the meanings set out below unless the context otherwise requires:
"AGM"
the annual general meeting of the Company to be held at 3:00 p.m. on 21 May 2026 (Thursday), the notice of which is set out on pages 15 to 19 of this circular, and any adjournment thereof
"Annual Report"
the annual report of the Company which comprises, inter alia, the Directors' report, the auditor's report and the financial statements of the Company for the year ended 31 December 2025
"Articles of Association" or "Article(s)"
the articles of association of the Company, as may be amended from time to time
"Board"
the board of Directors
"CCASS"
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
"close associate(s)"
has the meaning ascribed to it in the Listing Rules
"Company"
Futong Technology Development Holdings Limited, a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on the Stock Exchange
"core connected person"
has the meaning as defined under the Listing Rules
"Director(s)"
director(s) of the Company
"Group"
the Company and its subsidiaries
"HKSCC"
Hong Kong Securities Clearing Company Limited
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors to allot, issue and deal with Shares (including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the aggregate number of Shares in issue (excluding treasury shares, if any) as at the date of the AGM and to extend the general mandate to allot and issue further Shares (if any) which may have been repurchased under the Repurchase Mandate
- 1 -
- 2 -
DEFINITIONS
"Latest Practicable Date"
17 April 2026, the latest practicable date prior to the printing of this circular for inclusion of certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Nomination Committee"
the nomination committee of the Board
"PRC"
the People's Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors which would empower the Directors to exercise the power of the Company to repurchase Shares not exceeding 10% of the aggregate number of Shares in issue (excluding treasury Shares, if any) as at the date of the AGM, and to determine such Shares repurchased shall be held as treasury shares of the Company or otherwise be cancelled
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong
"Share(s)"
ordinary share(s) of nominal value 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
"substantial shareholder"
has the meanings as defined under the Listing Rules
"Takeovers Code"
the Code on Takeovers and Mergers
"treasury shares"
has the meanings as defined under the Listing Rules
"%"
per cent.
LETTER FROM THE BOARD
Futong 富通
Futong Technology Development Holdings Limited
富通科技發展控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock code: 465)
Executive Directors:
Mr. Chen Jian (Chairman)
Ms. Chen Xiaoxuan
Independent Non-executive Directors:
Mr. Chow Siu Lui
Mr. Lo Kwok Kwei David
Mr. Yao Yun
Registered Office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Headquarter and principal place of business in the PRC:
Units B1901 on level 19 and B2001 on level 20 of Tower B
Chaowaimen Office Center
No. 26 Chaowai Street
Chaoyang District
Beijing, the PRC
Principal place of business in Hong Kong:
Rooms 2406-2412, 24th Floor
Sun Hung Kai Centre
30 Harbour Road
Wanchai
Hong Kong
28 April 2026
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE NEW SHARES, REPURCHASE SHARES AND RESELL TREASURY SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
This circular provides you with information relating to proposals for the grant of the Issue Mandate, Repurchase Mandate, the re-election of Directors and to give you notice of the AGM.
LETTER FROM THE BOARD
GRANT OF ISSUE MANDATE AND REPURCHASE MANDATE
Pursuant to the resolutions passed by the Shareholders on 22 May 2025, general mandates were granted to the Directors to exercise the power of the Company to allot and issue further Shares and to repurchase Shares. Such mandates will lapse upon the conclusion of the AGM (unless previously revoked or varied by ordinary resolutions of the Shareholders). At the AGM, ordinary resolutions will be proposed to seek the approval of the Shareholders to grant to the Directors general mandates to:
(i) allot, issue and deal with Shares (including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the aggregate number of Shares in issue (excluding treasury shares, if any) as at the date of the AGM and to extend the general mandate to allot and issue further Shares up to the aggregate number of the Shares (if any) which may have been repurchased by the Company pursuant to the mandate referred to in (ii) below; and
(ii) repurchase Shares not exceeding 10% of the aggregate number of Shares in issue (excluding treasury shares, if any) as at the date of the AGM, and to determine such Shares repurchased shall be held as treasury shares of the Company or otherwise be cancelled.
As at the Latest Practicable Date, a total of 311,250,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 62,250,000 Shares and under the Repurchase Mandate to repurchase a maximum of 31,125,000 Shares.
An explanatory statement as required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this circular.
RE-ELECTION OF DIRECTORS
According to article 105 of the Articles of Association, not less than one-third of the Directors shall retire from office by rotation at each annual general meeting of the Company. Any Director who retires under this article shall then be eligible for re-election as Director. Mr. Lo Kwok Kwei David and Mr. Yao Yun will retire as Directors and, being eligible, offer themselves for re-election as Directors at the AGM.
According to article 109 of the Articles of Association, any Director appointed by the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at such meeting but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at such meeting. Ms. Chen Xiaoxuan (who was appointed as an executive Director by the Board with effect from 30 June 2025), will retire as Director and, being eligible, offer herself for re-election as Director at the AGM.
LETTER FROM THE BOARD
When identifying suitable candidates for directorship, the Nomination Committee considers, among other factors, the board diversity policy and nomination policy adopted by the Company, a range of diversity perspectives including but not limited to gender, age, educational background, professional experience, skills, business network, knowledge and length of service. All candidates proposed by the Nomination Committee must meet the standards set out in Rule 3.08 and 3.09 of the Listing Rules. A candidate who is to be appointed as the independent non-executive Director must also meet the independence criteria set out in Rule 3.13 of the Listing Rules. Qualified candidates will be recommended to the Board for approval. When considering the re-elections of Ms. Chen Xiaoxuan, the Board (with the assistance and recommendation of the Nomination Committee), considered, among other things, the factors listed above, her biographical details (which are set out in Appendix II to this circular), the composition and diversity of the Board following the re-elections, the tenure and past service on the Board (where any) and the attributes that she would bring to the Board and the Group. Having considered the above, the Board is of the view that during her tenure as an executive Director and the chief operations officer of the Company, Ms. Chen played a key role in respect of the strategic development and business direction of the Group and had made an invaluable contribution to the Group's strategies and performance. All contributes to the sustainable growth and development of the Group. In view of the above, the re-election of Ms. Chen to the Board as an executive Director is considered to be beneficial to the Company. The Nomination Committee has recommended that Ms. Chen should be reelected as an executive Director at the AGM.
When considering the re-elections of Mr. Lo Kwok Kwei David, the Board (with the assistance and recommendation of the Nomination Committee), considered, among other things, the factors listed above, his biographical details (which are set out in Appendix II to this circular), the composition and diversity of the Board following the re-elections, the tenure and past service on the Board (where any) and the attributes that he would bring to the Board and the Group. Having considered the above, the Board is of the view that during his tenure as an independent non-executive Director, a member of the remuneration committee and the audit committee of the Company and the Nomination Committee, Mr. Lo played a key role in respect of the Board's oversight of the internal controls and corporate governance of the Company and had made an invaluable contribution to the Company's strategies and policies, and in giving his independent and constructive advice and general expertise and views and comments, together with his general understanding of the businesses in which the Group operates. All of these contributed to the sustainable growth and development of the Group. The Nomination Committee and the Board already assessed and reviewed the annual written confirmation of independence of Mr. Lo for the year ended 31 December 2025 based on the independence criteria as set out in rule 3.13 of the Listing Rule, in which Mr. Lo has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. Mr. Lo did not and does not involve in the daily operation of the Group and has demonstrated his ability to provide an independent view on the Company's affairs during his tenure. Mr. Lo does not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company. He also does not have any past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person of the Company. The Nomination Committee and the Board are not aware of any other factors that may affect the independence of Mr. Lo as at the Latest Practicable Date and are of the view that Mr. Lo remains independent and believe that he is able to continue to fulfill his role as independent non-executive Director. In view of the above, the re-election of Mr. Lo to the Board as an independent non-executive Director is considered to be beneficial to the Company. The Nomination Committee has recommended that Mr. Lo should be re-elected as an independent non-executive Director at the AGM. Considering the Company has benefited from the aforesaid retiring Directors' in-depth professional and business knowledge and experience, the Board believes that they will continue to contribute to the Company.
- 5 -
LETTER FROM THE BOARD
When considering the re-elections of Mr. Yao Yun, the Board (with the assistance and recommendation of the Nomination Committee), considered, among other things, the factors listed above, his biographical details (which are set out in Appendix II to this circular), the composition and diversity of the Board following the re-elections, the tenure and past service on the Board (where any) and the attributes that he would bring to the Board and the Group. Having considered the above, the Board is of the view that during his tenure as an independent non-executive Director, the chairman of the remuneration committee of the Company, and a member of the audit committee of the Company and the Nomination Committee, Mr. Yao played a key role in respect of the Board's oversight of the internal controls and corporate governance of the Company and had made an invaluable contribution to the Company's strategies and policies, and in giving his independent and constructive advice and general expertise and views and comments, together with his general understanding of the businesses in which the Group operates. All contributes to the sustainable growth and development of the Group. The Nomination Committee and the Board already assessed and reviewed the annual written confirmation of independence of Mr. Yao for the year ended 31 December 2025 based on the independence criteria as set out in rule 3.13 of the Listing Rule, in which Mr. Yao has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. Mr. Yao did not and does not involve in the daily operation of the Group and has demonstrated his ability to provide an independent view on the Company's affairs during his tenure. Mr. Yao does not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company. He also does not have any past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person of the Company. The Nomination Committee and the Board are not aware of any other factors that may affect the independence of Mr. Yao as at the Latest Practicable Date and are of the view that Mr. Yao remains independent and believe that he is able to continue to fulfill his role as independent non-executive Director. In view of the above, the re-election of Mr. Yao to the Board as an independent non-executive Director is considered to be beneficial to the Company. The Nomination Committee has recommended that Mr. Yao should be re-elected as an independent non-executive Director at the AGM. Considering the Company has benefited from the aforesaid retiring Directors' in-depth professional and business knowledge and experience, the Board believes that they will continue to contribute to the Company. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that each of the above retiring Directors, namely Mr. Lo Kwok Kwei David, Mr. Yao Yun and Ms. Chen Xiaoxuan stands for re-election as Directors by way of separate resolutions at the AGM.
Pursuant to the Listing Rules, details of the aforesaid Directors are set out in Appendix II to this circular.
AGM
At the AGM, ordinary resolutions will be proposed for the Shareholders to consider and, if thought fit, approve, among other matters, the granting of the Issue Mandate, the Repurchase Mandate and the reelection of Directors.
The notice convening the AGM to be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Hong Kong at 3:00 p.m. on 21 May 2026 (Thursday) is set out on pages 15 to 19 of this circular.
- 6 -
LETTER FROM THE BOARD
Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to 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. by 3:00 p.m. on 19 May 2026) or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting (as the case may be) should you so wish.
Pursuant to Rule 13.39(4) of the Listing Rules, a resolution put to the vote of a general meeting shall be decided by poll. An announcement on the results of the poll will be published on the websites of the Company and the Stock Exchange after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
No Shareholder is required to abstain from voting with respect to each of the resolutions put to vote at the AGM. Treasury shares, if any, registered in the name of the Company, shall have no voting rights at the AGM. For the avoidance of doubt, treasury shares, if any, pending withdrawal from and/or transfer through CCASS shall not bear any voting rights at the AGM.
RECOMMENDATION
The Directors believe that the proposals for the grant of the Issue Mandate, the Repurchase Mandate and the re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to approve the above matters to be proposed at the AGM.
CLOSURE OF REGISTER OF MEMBERS
The Company's register of members will be closed during the following period:
To determine the identity of Shareholders who are entitled to attend and vote at the AGM
Latest time for lodging transfers : 4:30 p.m. on Friday, 15 May 2026
Closure of register of members : Monday, 18 May 2026 to Thursday, 21 May 2026
: (both dates inclusive)
Record date : Thursday, 21 May 2026
Date of the AGM : Thursday, 21 May 2026
No transfer of Shares will be registered during the above period when the Company's register of members is closed.
In order to be eligible for attending and voting at the AGM, all properly completed 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 for registration not later than the latest time for lodging transfers as stated above.
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.
ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular. The English text of this circular shall prevail over the Chinese text.
Yours faithfully,
For and on behalf of the Board of
Futong Technology Development Holdings Limited
Chen Jian
Chairman
- 8 -
APPENDIX I
EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE
This appendix serves as an explanatory statement as required by the Listing Rules to provide the requisite information to you for your consideration of the proposal to permit the granting to the Directors of the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the number of the issue shares of the Company was 311,250,000 Shares. Subject to the passing of the relevant ordinary resolution at the AGM and assuming that no further Shares are issued and repurchased by the Company prior to date of the AGM, the Directors will be authorised to repurchase up to 31,125,000 Shares pursuant to the Repurchase Mandate.
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 below interim measures 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.
2. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase the Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole at the relevant time having regard to the circumstances then prevailing. Shares repurchased 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 Articles of Association and the applicable laws of Cayman Islands and the Listing Rules.
APPENDIX I
EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE
3. FUNDING OF REPURCHASES
In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and all applicable laws of the Cayman Islands. It is envisaged that the funds required for any repurchases would be derived from the distributable profits of the Company.
The Repurchase Mandate, if exercised in full, may have a material adverse effect on the working capital or gearing position of the Company as compared with the position disclosed in the Company's most recent published audited accounts. The Directors, however, do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position of the Company which in the opinion of the Directors is from time to time appropriate for the Company.
4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates have any present intention to sell any Shares to the Company under the Repurchase Mandate in the event that it is granted by the Shareholders at the AGM.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or that he/she/it has undertaken not to sell any Shares held by him/her/it to the Company, in the event that the Repurchase Mandate is granted by the Shareholders at the AGM.
The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.
5. SHARE PRICES
The highest and lowest prices at which the Shares (excluding treasury shares, if any) have been traded on the Stock Exchange in each of the twelve calendar months immediately preceding the Latest Practicable Date were as follows:
APPENDIX I
EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| April 2025 | 0.300 | 0.280 |
| May 2025 | 0.345 | 0.248 |
| June 2025 | 0.310 | 0.235 |
| July 2025 | 0.390 | 0.243 |
| August 2025 | 0.400 | 0.330 |
| September 2025 | 0.375 | 0.330 |
| October 2025 | 0.540 | 0.335 |
| November 2025 | 0.570 | 0.460 |
| December 2025 | 0.780 | 0.460 |
| January 2026 | 0.800 | 0.620 |
| February 2026 | 0.820 | 0.660 |
| March 2026 | 0.750 | 0.540 |
| April 2026 (up to and including the Latest Practicable Date) | 0.700 | 0.550 |
6. CONFIRMATION
The Directors will exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association so far as the same may be applicable. The Company confirms that neither this explanatory statement nor the proposed Share repurchase has any unusual features.
7. EFFECT OF THE TAKEOVERS CODE
If, on the exercise of the power to repurchase the Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of such increase, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
APPENDIX I
EXPLANATORY STATEMENT TO THE REPURCHASE MANDATE
The shareholdings of Mr. Chen Jian and his controlled corporations as at the Latest Practicable Date are set out below. In the event that the Repurchase Mandate is exercised in full, the interest of Mr. Chen Jian and his controlled corporations will be increased to approximately the percentage set out in the last column as follows:
| Name | Number of issued Shares held | Approximate percentage of the Company’s issued share (%) | Approximate percentage of the Company’s issued share if Repurchase Mandate is exercised in full (%) (Note 1) |
|---|---|---|---|
| Mr. Chen Jian (Note 2) | 2,896,000 | 0.93 | 1.03 |
| China Group Associates Limited (Note 2) | 153,947,250 | 49.46 | 54.96 |
| Rich China Investments and Trading Ltd. (Note 2) | 28,421,100 | 9.13 | 10.15 |
| Rich World Development Ltd. (Note 2) | 21,435,100 | 6.89 | 7.65 |
| Long Joy Group Limited (Note 2) | 10,710,550 | 3.44 | 3.82 |
| Total | 217,410,000 | 69.85 | 77.61 |
Notes:
1. Assuming no repurchase of any of the Shares held by the abovementioned Shareholders.
2. Each of China Group Associates Limited, Rich China Investments And Trading Ltd., Rich World Development Ltd. and Long Joy Group Limited is wholly and beneficially owned by Mr. Chen Jian.
Based on the foregoing, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate. The Directors have no present intention to exercise the power to repurchase Shares to the extent that the aggregate amount of the share capital of the Company in public hands would be reduced to less than 25%.
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
EXECUTIVE DIRECTOR
Ms. Chen Xiaoxuan (陳晓旋女士), aged 32, joined the Group in 2019. She has been the chief operations officer of the Company since 2023, and has been appointed as an executive Director and a member of the Nomination Committee of the Company on 30 June 2025. Ms. Chen is also a director of all subsidiaries of the Company and the operations director of Hong Kong Beijing Applied Science Innovation Center Limited (港京應用科技創新中心有限公司), a joint venture of the Company. She has extensive experience in artificial intelligence, big data and cloud computing. Ms. Chen is the daughter of Mr. Chen Jian, an executive Director and chairman of the Company.
Ms. Chen has entered into a service agreement with the Company for an initial term of three years with effect from 30 June 2025 renewable automatically for successive term of one year each commencing from the next day after the expiry of the then current term of the appointment unless terminated by not less than three months' notice in writing served by either party expiring at the end of the initial term or at any time thereafter and the appointment is subject to retirement by rotation and/or re-election in accordance with the articles of association of the Company. Currently Ms. Chen receives an annual remuneration of approximately RMB822,000 which is determined by the Board with reference to her duties and responsibilities, prevailing market practice and contributions to the Company.
As at the Latest Practicable Date, Ms. Chen had no interest or short position in any Shares, underlying shares or debenture of the Company or its associated corporations within the meaning of Part XV of the SFO.
Ms. Chen does not hold any directorship in any other listed companies in Hong Kong or overseas in the last three years. Save as disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the attention of the shareholders of the Company.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Lo Kwok Kwei David (羅國貴先生), aged 66, was appointed as an independent non-executive director on 5 February 2018, is a partner of a law firm in Hong Kong and has been practising as a solicitor in Hong Kong for over 35 years. Mr. Lo holds the degrees of Bachelor of Laws and Bachelor of Jurisprudence from the University of New South Wales, Australia. He was admitted as a solicitor of the Supreme Court of New South Wales, Australia in 1984. Mr. Lo has been a member of The Law Society of Hong Kong since 1987. Mr. Lo is currently an independent non-executive director of each of eSun Holdings Limited (stock code: 00571) and Man Yue Technology Holdings Limited (stock code: 00894). All the above companies are listed on The Stock Exchange of Hong Kong Limited.
- 13 -
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Pursuant to the terms of appointment, Mr. Lo is appointed for an initial term of one year with effect from 5 February 2018 renewable automatically for successive term of one year each commencing from the next day after the expiry of the then current term of the appointment unless terminated by not less than three months' notice in writing served by either party expiring at the end of the initial term or at any time thereafter and the appointment is subject to retirement by rotation and/or reelection at the Company's annual general meeting in accordance with the Articles of Association. Mr. Lo is entitled to an annual Director's fee of HK$288,000 which is determined by the Board with reference to his duties and responsibilities, prevailing market practice and contributions to the Company.
As at the Latest Practicable Date, Mr. Lo held, within the meaning of Part XV of the SFO, 500,000 share options granted under the share option scheme of the Company adopted on 16 May 2019.
Mr. Lo (i) has no relationship with any Director, senior management or substantial or controlling Shareholder of the Company; and (ii) save as disclosed above, has not held any directorship in other listed public companies in Hong Kong or overseas in the last three years; and there is no other information that should be disclosed under Rule 13.51(2) of the Listing Rules, nor any other matter that needs to be brought to the attention of the Shareholders.
INDEPENDENT NON-EXECUTIVE DIRECTOR
Mr. Yao Yun (姚贤先生), aged 59, was appointed as an independent non-executive Director on 25 May 2018. He holds the Graduate Diploma of Management from the Central Queensland University, Australia. Mr. Yao has in depth knowledge in machinery equipment, intelligence devices and IDC centers operations. He has over 25 years' experience in the role of executive directors in various companies. Mr. Yao is currently the executive director of 先控捷聯電氣股份有限公司 (stock code: 833426), a company listed on the National Equities Exchange and Quotations system in the People's Republic of China.
Pursuant to the terms of appointment, Mr. Yao is appointed for an initial term of one year with effect from 25 May 2018 renewable automatically for successive term of one year each commencing from the next day after the expiry of the then current term of the appointment unless terminated by not less than three months' notice in writing served by either party expiring at the end of the initial term or at any time thereafter and the appointment is subject to retirement by rotation and/or re-election at the Company's annual general meeting in accordance with the Articles of Association. Mr. Yao is entitled to an annual Director's fee of HK$288,000 which is determined by the Board with reference to his duties and responsibilities, prevailing market practice and contributions to the Company.
As at the Latest Practicable Date, Mr. Yao held, within the meaning of Part XV of the SFO, 500,000 share options granted under the share option scheme of the Company adopted on 16 May 2019.
Mr. Yao (i) has no relationship with any Director, senior management or substantial or controlling Shareholder of the Company; and (ii) save as disclosed above, has not held any directorship in other listed public companies in Hong Kong or overseas in the last three years; and there is no other information that should be disclosed under Rule 13.51(2) of the Listing Rules, nor any other matter that needs to be brought to the attention of the Shareholders.
- 14 -
NOTICE OF AGM
Futong 富通
Futong Technology Development Holdings Limited
富通科技發展控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock code: 465)
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Futong Technology Development Holdings Limited (the “Company”) will be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Hong Kong at 3:00 p.m. on 21 May 2026 (Thursday), for the following purposes:
- To receive, consider and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of directors and auditors for the year ended 31 December 2025.
- To consider the re-election of the retiring Directors, each as separate resolution, and to authorise the board (“Board”) of Directors to fix the remuneration of the Directors.
- To re-appoint BDO Limited as the Company’s auditors and authorise the Board to fix their remuneration.
To consider and, if thought fit, to pass with or without amendments the following ordinary resolutions:
ORDINARY RESOLUTIONS
- “THAT
(a) subject to paragraph (c) below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with shares (including any sale or transfer of treasury shares out of treasury) of HK$0.10 each in the capital of the Company (the “Shares”) and to make or grant offers, agreements, options and warrants which might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution number 4 set out in this notice of AGM (“Resolution 4”) shall authorize the Directors during the Relevant Period to make or grant offers, agreements, options and warrants which might require the exercise of such power after the end of the Relevant Period;
- 15 -
NOTICE OF AGM
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors (including any sale or transfer of treasury shares out of treasury) pursuant to the approval in paragraph (a) of this Resolution 4, otherwise than pursuant to, (i) a Rights Issue (as hereinafter defined), (ii) any option scheme or similar arrangement for the time being adopted for grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of the Shares or rights to acquire the Shares, or (iii) any scrip dividend or similar arrangement providing for the allotment of the Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company, shall not exceed twenty per cent (20%) of the aggregate number of Shares in issue (excluding treasury shares, if any) at the date of passing this Resolution 4, and the said approval shall be limited accordingly; and
(d) for the purpose of this Resolution 4:
“Relevant Period” means the period from the passing of this Resolution 4 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 its Articles of Association or by any applicable law(s) to be held; or
(iii) the revocation or variation of the authority given to the Directors under this Resolution 4 by the passing of an ordinary resolution by the shareholders in general meeting.
“Rights Issue” means an offer of Shares open for a period fixed by the Directors to the holders of the Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems 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 outside Hong Kong applicable to the Company).
- 16 -
NOTICE OF AGM
5. "THAT
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, if permitted under the Listing Rules, to determine whether such Shares repurchased shall be held as treasury shares by the Company or otherwise be cancelled, subject to and in accordance with applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of the Shares which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed ten per cent (10%) of the aggregate number of Shares in issue (excluding treasury shares, if any) at the date of passing this resolution number 5 set out in this notice of AGM ("Resolution 5") and the said approval shall be limited accordingly; and
(c) for the purpose of this Resolution 5:
"Relevant Period" means the period from the passing of this Resolution 5 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 its Articles of Association or by any applicable law(s) to be held; or
(iii) the revocation or variation of the authority given to the Directors under this Resolution 5 by the passing of an ordinary resolution by the shareholders in general meeting."
- 17 -
NOTICE OF AGM
- "THAT subject to the passing of Resolution 4 and Resolution 5, the general mandate referred to in Resolution 4 above be and is hereby extended by the addition to the aggregate number of Shares which may be allotted or agreed to be allotted by the Directors (including any sale or transfer of treasury shares out of treasury if permitted under the Listing Rules) pursuant to such general mandate an amount representing the aggregate number of Shares repurchased by the Company pursuant to the general mandate referred to in Resolution 5 above provided that such number of Shares shall not exceed ten per cent (10%) of the number of Shares in issue at the date of passing this resolution number 6."
By order of the Board
Futong Technology Development Holdings Limited
Chen Jian
Chairman
Hong Kong, 28 April 2026
Principal place of business in Hong Kong:
Rooms 2406-2412, 24th Floor
Sun Hung Kai Centre
30 Harbour Road
Wanchai
Hong Kong
Notes:
(1) Any member of the Company entitled to attend and vote at the AGM of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more Shares may appoint more than one proxy to represent and vote on his/her behalf at the AGM of the Company or at a class meeting. A proxy need not be a member of the Company. On poll, votes may be given either personally or by proxy.
(2) The instrument appointing a proxy shall be in writing under the hand of the appointer, or of his/her attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer or attorney duly authorized.
(3) The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be delivered to 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 AGM (i.e. by 3:00 p.m. on 19 May 2026 (Hong Kong time)) or adjourned meeting (as the case may be).
(4) Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the AGM convened, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
(5) A form of proxy for use at the AGM is enclosed.
NOTICE OF AGM
(6) Where there are joint registered holders of any Share in the Company, any one of such holders may vote at the AGM either personally or by proxy in respect of such Shares as if he/she were solely entitled thereto; but if more than one such joint holders be present at the AGM or any adjournment thereof personally or by proxy, 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.
(7) The voting on the above resolutions at the AGM will be conducted by way of poll.
(8) With reference to resolution number 2 above, Ms. Chen Xiaoxuan, Mr. Lo Kwok Kwei David and Mr. Yao Yun will retire. All of them will retire and, being eligible, offer themselves for re-election at the AGM. Details of the above-mentioned Directors are set out in the circular of the Company dated 28 April 2026.
(9) With reference to Resolution 4, Resolution 5 and resolution number 6 above, the Directors wish to state that they have no immediate plans to issue any new Shares or warrants or to repurchase any existing Shares pursuant to the relevant mandates.
As at the date of this notice, the executive Directors are Mr. Chen Jian and Ms. Chen Xiaoxuan, and the independent non-executive Directors are Mr. Chow Siu Lui, Mr. Lo Kwok Kwei David and Mr. Yao Yun.
- 19 -