AI assistant
GL-Carlink Technology Holding Limited — Proxy Solicitation & Information Statement 2025
Apr 30, 2025
50655_rns_2025-04-30_a20a9ba1-0a04-4b21-b27b-0bb3ada506a2.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 any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in GL-Carlink Technology Holding Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.
GL-Carlink Technology Holding Limited
廣聯科技控股有限公司
(Incorporated in Cayman Islands with limited liability)
(Stock Code: 2531)
PROPOSALS FOR
(1) GENERAL MANDATES TO
REPURCHASE SHARES AND ISSUE NEW SHARES AND
(2) RE-ELECTION AND APPOINTMENT OF DIRECTORS
AND
NOTICE OF THE ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the “Annual General Meeting”) of GL-Carlink Technology Holding Limited to be held at 14/F, Building 1, Chongwen Garden, Nanshan District, Shenzhen, Guangdong Province, PRC on Wednesday, 18 June 2025 at 2:00 p.m. is set out on pages 25 to 29 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed, and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.glshuke.com).
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, as soon as possible, but in any event not less than 48 hours before the time appointed for holding the meeting (i.e. not later than 2:00 p.m. on 16 June 2025) or any adjournment thereof (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 should you so wish.
Reference to time and dates in this circular are to Hong Kong time and dates.
30 April 2025
CONTENTS
Page
Definitions 1
Letter from the Board
Introduction 7
General Mandates to Repurchase Shares and Issue New Shares (Including Sale or Transfer of Treasury Shares) 7
Re-election and Appointment of the Retiring Directors 8
Annual General Meeting 9
Closure of Register of Members 9
Voting at the Annual General Meeting 9
Responsibility Statement 10
Recommendation 10
Appendix I — Details of the Retiring Directors Proposed to be Re-elected at the AGM 11
Appendix II — Explanatory Statement on the Share Repurchase Mandate 22
Notice of Annual General Meeting 25
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held at 14/F, Building 1, Chongwen Garden, Nanshan District, Shenzhen, Guangdong Province, PRC on Wednesday, 18 June 2025 at 2:00 p.m., or any adjournment thereof
“Articles of Association”
the amended and restated articles of association of the Company, as amended from time to time
“Board”
the board of Directors of the Company
“Carlink BVI”
Carlink Future Inc., a BVI business company incorporated under the laws of the BVI with limited liability by shares on 24 January 2022, which is wholly-owned by our Company
“Carlink HK”
Carlink HongKong Limited, a limited company incorporated in Hong Kong on 8 February 2022 and a wholly-owned subsidiary of the Company
“close associate(s)”
has the meaning ascribed thereto under the Listing Rules
“Company”
GL-Carlink Technology Holding Limited (廣聯科技控股有限公司) (formerly known as Carlink International Limited and GL-Carlink Technology International Holding Limited (廣聯科技國際控股有限公司)), an exempted company incorporated in the Cayman Islands on 12 January 2022 with limited liability
“Controlling Shareholders Group”
has the meaning ascribed thereto under the Listing Rules and unless the context requires otherwise, refers to Mr. Zhu Lei, Mr. Zhu Hui, Future Expectations, Future Tendency, ZH-tendency and ZL-expectations
- 1 -
DEFINITIONS
“Dijia Smart Cloud”
Shenzhen City Dijia Smart Cloud Service Company Limited (深圳市喃加智慧雲服務有限公司) (formerly known as Shenzhen City Didihu Automobile Rental Co., Limited (深圳市喃喃虎汽車租賃有限公司)), a limited company established under the laws of the PRC on 23 July 2015, and wholly-owned by Guanglian Shuke
“Director(s)”
the director(s) of the Company
“Group”
the Company and its subsidiaries from time to time
“Future Expectations”
Future expectations Inc., a BVI business company incorporated under the laws of the BVI with liability limited by shares on 5 January 2022, which is wholly-owned by Mr. Zhu Lei and is one of the members of the Controlling Shareholders Group
“Future Tendency”
Future tendency Inc., a BVI business company incorporated under the laws of the BVI with liability limited by shares on 5 January 2022, which is wholly-owned by Mr. Zhu Hui and is one of the members of the Controlling Shareholders Group
“Guangdong Guanglian”
Guangdong Guanglian Digital Holdings Co., Ltd. (廣東廣聯數科控股有限公司), a limited company established under the laws of China on October 18, 2024, a wholly-owned subsidiary of Carlink HongKong Limited, and an indirect wholly-owned subsidiary of the Company
“Guanglian Saixun”
Shenzhen Guanglian Saixun Co., Ltd. (深圳廣聯賽訊股份有限公司), a joint stock company established under the laws of the PRC on 4 May 2012, and is deemed as wholly-owned subsidiary of our Company
- 2 -
DEFINITIONS
"Guanglian Shuke"
Shenzhen Guanglian Shuke Technology Company Limited (深圳廣聯數科科技有限公司) (formerly known as Shenzhen City Weien Technology Co., Limited (深圳市唯恩科技有限公司)), a limited company established under the laws of the PRC on 28 November 2012, and is indirectly wholly-owned subsidiary of our Company
"Haikou Dijia"
Haikou Dijia Technology Co., Ltd. (海口市喃加科技有限公司), a limited company established under the laws of the PRC on 27 July 2023, a wholly-owned subsidiary of Guanglian Shuke, and is indirectly wholly-owned subsidiary of our Company
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with new Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing the ordinary resolution approving such mandate
"Latest Practicable Date"
22 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular
"Listing Date"
15 July 2024, the date on which the Shares were initially listed on the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
"Nomination Committee"
the nomination committee of the Board
- 3 -
DEFINITIONS
| “PRC” | the People’s Republic of China |
|---|---|
| “Repurchase Mandate” | a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing the ordinary resolution approving such mandate |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SFO” | the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time |
| “Share(s)” | ordinary share(s) of US$0.0001 each in the share capital of the Company |
| “Shareholder(s)” | holder(s) of Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | the Code on Takeovers and Mergers issued by the Securities and Futures Commission |
| “Tianjin Chejia” | Tianjin Chejia Internet of Things Technology Company Limited (天津卓家物聯網科技有限公司), an indirect wholly-owned subsidiary of our Company |
| “treasury shares” | has the meaning ascribed thereto under the Listing Rules (as applicable) |
| “US$” | United States dollars, the lawful currency of the United States of America |
- 4 -
- 5 -
DEFINITIONS
“ZH-tendency”
ZH-tendency Inc., a BVI business company incorporated under the laws of the BVI with liability limited by shares on 15 March 2023, which is indirectly wholly-owned by Mr. Zhu Hui and one of the members of the Controlling Shareholders Group
“Zhenghe Fangda”
Jiangsu Zhenghe Fangda Investment Holding Co., Ltd. (江蘇正和方達投資控股有限公司), a limited liability company established in the PRC on 27 July 2010 that is owned as to 50.00% by Mr. Zhu Lei, 25.00% by Mr. Zhu Hui and 25.00% by Mr. Jiang Zhongyong
“ZL-expectations”
ZL-expectations Inc., a BVI business company incorporated under the laws of the BVI with liability limited by shares on 15 March 2023, which is indirectly wholly-owned by Mr. Zhu Lei and one of the members of our Controlling Shareholders Group
“%”
per cent
LETTER FROM THE BOARD
简和
GL-Carlink Technology Holding Limited
廣聯科技控股有限公司
(Incorporated in Cayman Islands with limited liability)
(Stock Code: 2531)
Executive Directors:
Mr. Zhu Lei (Chairman)
Mr. Zhao Zhan (Chief executive officer)
Mr. Zhang Yong
Ms. Yin Fang
Non-executive Directors:
Mr. Cui Changsheng
Ms. Peng Chao
Independent Non-executive Directors:
Mr. Feng Yuan
Ms. Wei Chunlan
Ms. Ci Ying
Registered Office:
71 Fort Street
PO Box 500, George Town
Grand Cayman, KY1-1106
Cayman Islands
Headquarters:
14/F, Building 1
Chongwen Garden
Nanshan IPark
3370 Liuxian Avenue
Nanshan District
Shenzhen
Guangdong Province
PRC
Principal Place of Business in Hong Kong:
46/F, Hopewell Centre
183 Queen's Road East
Wan Chai
Hong Kong
30 April 2025
To the Shareholders
Dear Sir/Madam
PROPOSALS FOR
(1) GENERAL MANDATES TO
REPURCHASE SHARES AND ISSUE NEW SHARES AND
(2) RE-ELECTION AND APPOINTMENT OF DIRECTORS
AND
NOTICE OF THE ANNUAL GENERAL MEETING
- 6 -
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM. These include, inter alia, ordinary resolutions relating to the grant to the Directors the Repurchase Mandate and the Issue Mandate and the re-election of Directors.
2. GENERAL MANDATE TO REPURCHASE SHARES AND ISSUE NEW SHARES (INCLUDING SALE OR TRANSFER OF TREASURY SHARES)
Pursuant to the written resolutions passed by the Shareholders on 18 June 2024, a general mandate was granted to the Directors to exercise the powers of the Company to repurchase, allot, issue, and deal with additional Shares. Such mandate will lapse at the conclusion of the AGM.
Therefore, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant the Directors the Repurchase Mandate to exercise all the powers of the Company to repurchase Shares on the Stock Exchange or any other approved stock exchange on which the Shares may be listed, up to a maximum of 10% of the total issued Shares as at the date of passing of the relevant resolution (subject to adjustment in the case of consolidation or subdivision of Shares, details of which are set out in resolution no. 9 in the AGM Notice).
An ordinary resolution will also be proposed at the AGM that the Directors be granted the Issue Mandate to exercise all the powers of the Company to issue, allot and deal with unissued Shares up to a maximum of 20% of the total issued Shares (excluding treasury Shares) as at the date of passing of the relevant resolution (subject to adjustment in the case of consolidation or subdivision of Shares, details of which are set out in resolution no. 10 in the AGM Notice) provided that where Shares are issued, they shall not be issued at a discount of more than 10% to the average closing price of the Shares in the 5 consecutive trading days immediately prior to the earlier of (i) the date of announcement of the proposed issue of Shares; and (ii) the date of the agreement involving the proposed issue of Shares.
As at the Latest Practicable Date, there were a total of 366,600,000 Shares in issue. Subject to the passing of the resolution granting the Issue Mandate and on the basis that no further Shares are issued or repurchased before the AGM and the Company does not have any treasury Shares on such date, the Company will be allowed under the Issue Mandate to issue up to a maximum of 73,320,000 Shares.
- 7 -
LETTER FROM THE BOARD
The Repurchase Mandate and the Issue Mandate, if approved, will continue in force until (i) the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting, or (ii) revoked or varied by an ordinary resolution of the Shareholders in general meeting held prior to the next annual general meeting of the Company, or (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held, whichever is the earliest.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.
3. RE-ELECTION AND APPOINTMENT OF THE RETIRING DIRECTORS
Pursuant to Article 108 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment. In accordance with Articles 108(a) and 108(b) of the Articles of Association, Mr. Zhu Lei and Mr. Zhao Zhan, being executive Directors of the Company, and Ms. Peng Chao, being a non-executive Director of the Company, will retire from their offices at the AGM, and being eligible, offer themselves for re-election.
In accordance with Article 111 of the Articles of Association, Mr. Zhang Yong and Ms. Yin Fang, who were appointed by the Board as executive Directors on 25 March 2025, shall hold office until the AGM. Being eligible, each of Mr. Zhang Yong and Ms. Yin Fang will offer himself/herself for re-election at the AGM.
The Nomination Committee has also reviewed and considered each retiring Director's respective experience, skills and knowledge, and recommended to the Board that the re-election of all retiring Directors be proposed for Shareholders' approval at the AGM.
LETTER FROM THE BOARD
Details of the Directors who are proposed to be re-elected and appointed at the AGM, as required to be disclosed under the Listing Rules, are set out in Appendix I to this circular. The biographies of these Directors, contained therein, indicate the perspectives, skills, and experience each individual can bring to the Board, contributing to its diversity.
4. ANNUAL GENERAL MEETING
The notice of AGM is set out on pages 25 to 29 of this circular. A proxy form for use at the AGM is enclosed with this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.glshuke.com). Whether or not you intend to attend the AGM in person, you are requested to complete the proxy form in accordance with the instructions stated thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM and at any adjournment thereof if you so wish. In such event, the proxy form shall be deemed to be revoked.
5. CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the AGM, the record date will be 18 June 2025 and the register of members of the Company will be closed from 13 June 2025 to 18 June 2025, both days inclusive, during which period no share transfer will be registered. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant shares certificates must be lodged with the Company's share registrar in Hong Kong (i.e. Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong), for registration no later than 4:30 p.m., on 12 June 2025.
6. VOTING AT THE ANNUAL GENERAL MEETING
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Pursuant to Articles 72 of the Articles of Association, a resolution put to the vote of a general meeting shall be decided by way of a poll. An announcement on the results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.glshuke.com) after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
LETTER FROM THE BOARD
7. 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.
8. RECOMMENDATION
The Directors consider that the proposed resolutions for the granting to the Directors of the Repurchase Mandate and the Issue Mandate; approving the re-election and appointment of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
By order of the Board
GL-Carlink Technology Holding Limited
Zhu Lei
Chairman and Executive Director
- 10 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles of Association:
(1) Mr. Zhu Lei
Position and experience
Mr. Zhu Lei (“Mr. Zhu”), aged 60, is one of our founders, our Chairman and executive Director. Mr. Zhu was appointed as a Director on 12 January 2022 and was re-designated as an executive Director on 12 May 2023. Mr. Zhu is primarily responsible for supervising the overall management of our Group and decision-making of external affairs and strategic development of our Group. He was the chairman of the board of directors of Tianjin Chejia from December 2019 to December 2020.
Mr. Zhu has served as the chairman of Guanglian Saixun since its establishment in May 2012. He is also the executive director of Guanglian Shuke since its establishment in November 2012. Since the establishment of Guangdong Guanglian on 18 October 2024, he has served as the executive director of the company. Mr. Zhu is the Chairman of our Nomination Committee and the Chairman of our Strategy Committee, and he is also a director and legal representative of certain of our subsidiaries.
Mr. Zhu has over 30 years of experience in corporate and business management. Mr. Zhu started his career in Nanjing University Science & Technology Industry (Group) Company (南京大學科技實業(集團)公司) (previously known as Nanjing University Science and Technology Development General Company (南京大學科技開發總公司)) from August 1988 to July 1994, where he was primarily responsible for development of technology products and products promotion. He was the chairman of the board of directors of Nanjing Meilihua Footwear Co., Ltd. (南京美麗華鞋業有限公司), a company that is primarily engaged in production of footwear, from December 1995 to May 1996. He served as the vice chairman and president of Sanpower Group Co., Ltd. (三胞集團有限公司), a company that primarily engaged in real estate construction and operation, research and development, production and sales of communication equipment, investment management, and bio-medical technology service, from May 1997 to June 2010. He successively served as the supervisor, president, deputy chairman, chairman and director of Jiangsu Hongtu High Technology Co., Ltd. (江蘇宏圖高科技股份有限公司), a company that is primarily engaged in retail, financial services, art auction and technology manufacturing, from September 2004 to March 2011.
- 11 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. Zhu has been the executive director and general manager of Zhenghe Fangda, a company that is primarily engaged in asset management, since August 2010. He has also been a director of Jiangsu Yida Rongjing Capital Service Co., Ltd. (江蘇穀達融京資本服務有限公司), a company that is primarily engaged in investment, since August 2017. He has been a director of Dianmi Network Technology Co., Ltd. (點米網絡科技股份有限公司) (a company listed on NEEQ, stock code: 831235), a company that primarily engages in research and development of Internet technology, since February 2022.
Mr. Zhu obtained a bachelor's degree in library science from Nanjing University in July 1986. He also graduated from Warnborough College in the United Kingdom with a master's and a doctorate degree in business administration in March 2020 and July 2021 through distance learning, respectively.
Mr. Zhu served as a director or the general manager of the following companies, which were established in the PRC, at the time or within 12 months from the time of their deregistration. The relevant details are as follows:
| Company name | Mr. Zhu's position | Nature of business | Status | Date of deregistration |
|---|---|---|---|---|
| Nanjing Yingqi Industrial Co., Ltd. (南京瑛琪實業有限公司) | general manager | sales of educational supplies, sporting goods, hardware, auto parts, etc. | deregistered | 20 January 2020 |
| Jiujiang Hongtu Sanbao Technology Development Co., Ltd. (九江宏圖三胞科技發展有限公司) | director | development of electronic communication products and computer | deregistered | 13 November 2014 |
| Wenzhou Hongtu Sanbao Technology Development Co., Ltd. (溫州宏圖三胞科技發展有限公司) | director | development of electronic communication products and computer | deregistered | 11 February 2009 |
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Save as disclosed above, Mr. Zhu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Mr. Zhu entered into a service contract with our Company on 18 June 2024. The term of appointment shall be for an initial term of three years from the Listing Date. The term of the service contract shall be renewed and extended automatically for one year upon expiry of the current term (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than three month(s)' written notice.
Relationships
Mr. Zhu is the elder brother of Mr. Zhu Hui, one of the members of the Controlling Shareholders Group.
As far as the Directors are aware, save as disclosed in this circular, as at the Latest Practicable Date, Mr. Zhu does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhu was interested or deemed to be interested in 155,520,300 Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Director's emoluments
Mr. Zhu received an annual remuneration of RMB419,000 in 2024. Such remuneration was determined with reference to the experience of Mr. Zhu and the prevailing market rates.
- 13 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr. Zhu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Zhu that need to be brought to the attention of the Shareholders.
(2) Mr. Zhao Zhan
Position and experience
Mr. Zhao Zhan (趙展先生), aged 43, is our executive Director, the chief executive officer and the general manager of our Company. He was appointed as a Director on 12 January 2022 and re-designated as an executive Director on 12 May 2023. Mr. Zhao is primarily responsible for overseeing the overall management and general operations of the Group. He joined our Group in April 2013 as a deputy general manager of Guanglian Saixun and he has been a director and a general manager of Guanglian Saixun since November 2015 and April 2016, respectively. He has also been the general manager of Guanglian Shuke since April 2022. He was the executive director, legal representative and general manager of Dijia Smart Cloud from July 2015 to October 2023. He was a director of Tianjin Chejia from December 2019 to December 2020 and has been the executive director, legal representative and manager of Tianjin Chejia since December 2020. Since 24 January 2022, Mr. Zhao has been a director of Carlink BVI, and since 8 February 2022, Mr. Zhao has been a director of Carlink HK. Mr. Zhao is also a director, legal representative and general manager of certain of our subsidiaries.
Mr. Zhao has over 15 years in development of automotive electronic products and computer software. He was the general manager of Shenzhen Jinli Wang Technology Co. Ltd. (深圳市勁力王科技有限公司), a company that primarily engages in trading and import and export of goods and technologies and production of hardware, from November 2005 to August 2010. He was also the general manager of Shenzhen 365CAR Technology Co., Ltd. (深圳市車友互聯科技有限公司), a company that primarily engages in technology development and sales of electronic products, computer software products and car products, and providing IT service, from September 2012 to April 2013.
- 14 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr. Zhao served as a supervisor of the following company, which was established in the PRC, at the time or within 12 months from the time of its revocation of business license. The relevant details are as follows:
| Company name | Mr. Zhao’s position | Nature of business | Status | Date of revocation |
|---|---|---|---|---|
| Shenzhen Rui’anchi Technology Co., Ltd. (深圳瑞安驰科技有限公司) | supervisor | technology development and trade of chemical products and automobile maintenance products | revoked | 16 January 2012 |
Mr. Zhao has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Mr. Zhao entered into a service contract with our Company on 18 June 2024. The term of appointment shall be for an initial term of three years from the Listing Date. The term of the service contract shall be renewed and extended automatically for one year upon expiry of the current term (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than three months’ written notice.
Relationships
As far as the Directors are aware, save as disclosed in this circular, as at the Latest Practicable Date, Mr. Zhao does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhao was interested or deemed to be interested in 17,408,745 Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO. On 30 May 2023, Mr. Zhu Lei, Mr. Zhu Hui, Mr. Jiang Zhongyong and Mr. Zhao and their respective controlled entities, and Rongying Future Inc. entered into a voting rights entrustment agreement, pursuant to which, for a period of 12 months starting from the Listing Date, each of Mr. Jiang, Mr. Zhao and their respective
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
controlled entities, and Rongying Future Inc., entrusted Mr. Zhu Lei and Mr. Zhu Hui to jointly exercise the voting rights attached to the Shares held by each of them. Accordingly, the voting rights of such Shares Mr. Zhao was interested or deemed to be interested in have been entrusted to Mr. Zhu Lei and Mr. Zhu Hui upon the Listing Date.
Director’s emoluments
Mr. Zhao received an annual remuneration of RMB1,039,000 in 2024. Such remuneration was determined with reference to the experience of Mr. Zhao and the prevailing market rates.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr. Zhao to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Zhao that need to be brought to the attention of the Shareholders.
(3) Ms. Peng Chao
Position and experience
Ms. Peng Chao (“Ms. Peng”), aged 35, is our non-executive Director. She was appointed as a Director on 20 April 2023 and was re-designated as a non-executive Director on 12 May 2023. Ms. Peng is primarily responsible for providing general strategic advice on the development of our Group.
Ms. Peng has over nine years of experience in the area of risk management and investment. She worked as a risk control specialist in Shenyang Tongfang Multi-Media Technology Co., Ltd. Shenzhen Branch (瀋陽同方多媒體科技有限公司深圳分公司), a company principal engaged in television export trading, and was responsible for risk control of accounts receivable, from April 2013 to November 2015. She has been serving as the director of investment management department in CoStone Venture Capital Co., Ltd. (基石資產管理股份有限公司), a company principally engaged in equity investment, and has been primarily responsible for the post-investment management, since November 2015.
- 16 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Ms. Peng obtained a bachelor’s degree in finance management from Central South University (中南大學) in June 2012 and her MBA degree from Shanghai Jiao Tong University (上海交通大學) in March 2023. She obtained the Securities Investment Fund Qualification issued by the Asset Management Association of China (中國證券投資基金業協會) in November 2017.
Ms. Peng has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Ms. Peng entered into a service contract with our Company on 18 June 2024. The term of appointment shall be for an initial term of three years from the Listing Date. The appointment shall, subject to re-election as and when required under the Articles of Association, be automatically renewed for successive periods of three years until terminated in accordance with the letter of appointment (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than one month’s written notice.
Relationships
As far as the Directors are aware, as at the Latest Practicable Date, Ms. Peng does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
Ms. Peng was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Director’s emoluments
Pursuant to the service contract, Ms. Peng will not receive any director fee or annual salaries from the Group as a non-executive Director.
- 17 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Ms. Peng to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms. Peng that need to be brought to the attention of the Shareholders.
(4) Mr. Zhang Yong
Position and experience
Mr. Zhang Yong (“Mr. Zhang”), aged 46, has been appointed as an executive Director in March 2025. Mr. Zhang joined the Group in May 2018 and is currently the deputy general manager, chief financial officer, the secretary to the Board and a joint company secretary of the Group. Mr. Zhang has been a director of Guanglian Saixun since May 2023 and has been a partner of Shanghai Xiangru Investment Management Center (Limited Partnership) (上海相濡投資管理中心(有限合夥)), a limited partnership established in the PRC that is owned as to 99.00% by Mr. Zhu Hui (one of the members of the controlling shareholders of the Company), which holds approximately 16.34% of Guanglian Saixun. Mr. Zhang has also been the deputy general manager of Guanglian Shuke since April 2022; and the executive director and general manager of Haikou Dijia since July 2023. He is primarily responsible for financial and securities aspects of the Group.
Mr. Zhang has over 20 years of experience in audit and accounting. He was an auditor of Shenzhen Zhongtian Huazheng Certified Public Accountants Co., Ltd. (深圳中天華正會計師事務所有限公司) from January 2002 to February 2003. He worked as a project manager and a manager in Shenzhen City Fanghe Management Consulting Co., Ltd. (深圳市方和管理諮詢有限公司) (previously known as Shenzhen Nanfang Minhe Certified Public Accountants Co., Ltd. (深圳南方民和會計師事務所有限責任公司)) from March 2003 to June 2010, and subsequently worked as a manager in Zhongshen International Certified Public Accountants Shenzhen Branch (中審國際會計師事務所深圳分所) from July 2010 to April 2011. He served as a deputy chief financial officer of Xiamen Wanli Stone Stock Co., Ltd. (廈門萬里石股份有限公司) (a company listed on the Shenzhen Stock Exchange, stock code: 002785) from May 2011 to April 2018. Mr. Zhang received a bachelor’s degree in economics from Hangzhou Dianzi University (杭州電子科技大學) (previously known as Hangzhou Electronics Industry Institution (杭州電子工業學院)) in June 2001.
Mr. Zhang has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
- 18 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Length of service
Mr. Zhang entered into a service contract with our Company on 25 March 2025. The term of appointment shall be a term of three years commencing from 25 March 2025 (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than one month’s written notice.
Relationships
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
Mr. Zhang holds approximately 1.63% interest in Rongying Future Inc. (being the employee shareholding platform for employees within the Group, which is wholly owned by Mr. Zhao, Mr. Zhang, and 12 other employees of the Group), which in turn holds approximately 2.29% interest in the Company.
Director’s emoluments
Pursuant to the service contract, Mr. Zhang will not receive any director fee or annual salaries as an executive Director.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr. Zhang to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Zhang that need to be brought to the attention of the Shareholders.
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
(5) Ms. Yin Fang
Position and experience
Ms. Yin Fang (“Ms. Yin”), aged 46, has been appointed as an executive Director in March 2025. Ms. Yin joined the Group in May 2023 and is currently the deputy general manager and chief capital officer of the Group. She has served as the deputy general manager and chief capital officer of Guanglian Shuke since May 2023. She is primarily responsible for the strategic and capital market operations of the Group.
Prior to joining the Group, Ms. Yin successively served as a senior specialist, knowledge management officer, investors relations officer and securities affairs representative of Gemdale Corporation (金地(集團)股份有限公司) (a company listed on the Shanghai Stock Exchange, stock code: 600383) from June 2001 to February 2010. She was a partner, director and member of investment decision making committee of Shenzhen ZS-Capital Ltd (深圳中時鼎誠投資管理有限公司) from April 2011 to April 2015. She was a partner and member of investment decision making committee of Tianjin Raystone Taihe Equity Investment Funds Management Partnership (Limited Partnership) (天津雷石泰合股權投資基金管理合夥企業(有限合夥)) from April 2015 to December 2019. She was the executive director and general manager of Shenzhen Pianyue Investment Co., Ltd. (深圳譜悅投資有限公司) (formerly known as Shenzhen Chiqiao Investment Consulting Co., Ltd. (深圳赤橋投資諮詢有限公司) and Shenzhen Puyue Investment Consulting Co., Ltd. (深圳譜悅投資諮詢有限公司) from February 2021 to May 2023. She has also been a director of Shenzhen Toyon Biotech Co., Ltd. (深圳市碳源生物科技有限公司) since January 2022. Ms. Yin received her bachelor’s degree in engineering from University of South China (南華大學) in July 2001. She also obtained a master’s degree in finance and a part-time degree of master of business administration from Peking University (北京大學) in July 2008 and June 2019, respectively.
Ms. Yin has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Ms. Yin entered into a service contract with our Company on 25 March 2025. The term of appointment shall be for a term of three years commencing from 25 March 2025 (subject to retirement as and when required under the Articles of Association). Either party may terminate the agreement by giving not less than one month’s written notice.
- 20 -
APPENDIX I
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Relationships
As far as the Directors are aware, as at the Latest Practicable Date, Ms. Yin does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
Ms. Yin was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Director’s emoluments
Pursuant to the service contract, Ms. Yin will not receive any director fee or annual salaries as an executive Director.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Ms. Yin to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms. Yin that need to be brought to the attention of the Shareholders.
- 21 -
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide certain information to you for your consideration of the Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, there was a total of 366,600,000 Shares in issue. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or bought back before the AGM and the Company does not have any treasury Shares on such date, the Company will be allowed to buy back up to a maximum of 36,660,000 Shares, being 10% of the total issued Shares as at the date of passing of the relevant resolution for granting the Repurchase Mandate.
2. REASONS FOR REPURCHASE
The Directors believe that it is in the best interests of the Company and its Shareholders as a whole to have a general authority from its 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 attributable to the Shareholders and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.
3. FUNDING OF REPURCHASE
Repurchases of Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and all applicable laws and regulations of the Cayman Islands, including profits of the Company or the proceeds of a fresh issue of the Shares made for the purpose of the repurchase.
In the event that the Repurchase Mandate was to be exercised in full at any time during the proposed period within which the Repurchase Mandate may be exercised, there might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position of the Company as disclosed in the audited financial statements for the year ended 31 December 2024 contained in the 2024 annual report of the Company. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital and/or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
4. MARKET PRICES OF SHARES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during the period from the Listing Date up to the Latest Practicable Date were as follows:
| Month | Price per Share | |
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2024 | ||
| July (Since the Listing Date) | 11.40 | 4.48 |
| August | 13.48 | 6.59 |
| September | 15.60 | 10.90 |
| October | 22.85 | 13.60 |
| November | 25.00 | 19.80 |
| December | 36.00 | 23.15 |
| 2025 | ||
| January | 31.95 | 19.76 |
| February | 51.60 | 22.60 |
| March | 38.10 | 26.60 |
| April (up to the Latest Practicable Date) | 32.80 | 5.53 |
5. GENERAL
The Directors will, so far as the same may be applicable, exercise the power of the Company to make repurchases pursuant to the ordinary resolution in agenda item No. 9 of the Notice of AGM in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
None of the Directors nor, to the best of their knowledge having made all reasonable enquires, their close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.
No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
Neither this explanatory statement nor the proposed Repurchase Mandate has any unusual features.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
6. TAKEOVERS CODE
If, on exercise of the power to repurchase 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 purposes of Rule 26 and Rule 32 of the Takeovers Code.
As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.
As at the Latest Practicable Date, the Company had 366,600,000 Shares in issue. According to the register kept by the Company pursuant to Section 336 of the SFO, Mr. Zhu Lei had deemed interests in 155,520,300 Shares, representing approximately 42.42% of the issued share capital of the Company.
On the assumption that the issued share capital of the Company remains the same, in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the shareholding of Mr. Zhu Lei in the Company would be increased from approximately 42.42% to approximately 47.14% of the issued share capital of the Company. As such, an obligation to make a mandatory offer to the Shareholders under the Takeovers Code may potentially arise. The Directors have no present intention to exercise the Repurchase Mandate to such extent which would otherwise result in takeover obligations or the number of Shares being held by the public falling below the minimum requirement as prescribed by the Stock Exchange, which is currently 25% of the entire issued share capital of the Company.
7. SHARE REPURCHASE MADE BY THE COMPANY
The Company has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) during the period from the Listing Date and up to the Latest Practicable Date.
- 24 -
NOTICE OF THE ANNUAL GENERAL MEETING
简讯
GL-Carlink Technology Holding Limited
廣聯科技控股有限公司
(Incorporated in Cayman Islands with limited liability)
(Stock Code: 2531)
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of GL-Carlink Technology Holding Limited (the “Company”) will be held at 14/F, Building 1, Chongwen Garden, Nanshan District, Shenzhen, Guangdong Province, PRC on Wednesday, 18 June 2025 at 2:00 p.m. for the following purposes:
- To consider and adopt the audited consolidated financial statements and the report of the directors of the Company (the “Director(s)”) and independent auditor’s report for the year ended 31 December 2024.
- To re-elect Mr. Zhu Lei as an executive Director.
- To re-elect Mr. Zhao Zhan as an executive Director.
- To re-elect Ms. Peng Chao as a non-executive Director.
- To re-elect Mr. Zhang Yong as an executive Director.
- To re-elect Ms. Yin Fang as an executive Director.
- To authorize the board of Directors (the “Board”) to fix the respective Directors’ remuneration.
-
To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorize the Board to fix its remuneration.
-
25 -
NOTICE OF THE ANNUAL GENERAL MEETING
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
9. “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company in accordance with all applicable laws and 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 maximum number of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed ten per cent. of the total number of shares of the Company in issue at the date of the passing of this Resolution (excluding any treasury shares and such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after 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 AGM of the Company;
(ii) the expiration of the period within which the next AGM of the Company is required by law 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 in general meeting.”
- 26 -
NOTICE OF THE ANNUAL GENERAL MEETING
- “THAT:
(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot and deal with the unissued shares of the Company, or to sell or transfer treasury Shares of the Company, and to make or grant offers, agreements and options (including bonds, warrants, 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 be and is hereby generally and unconditionally approved and authorised;
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period of all the powers of the Company to make or grant offers, agreements and options (including bonds, warrants, 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 both during and after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors 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 bonds, warrants, debentures, notes and other securities of the Company; or (iii) the exercise of options granted or to be granted under any share option scheme or any similar arrangement; or (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company implemented in accordance with the Articles of Association of the Company; or (v) a specific authority granted or to be granted by the shareholders of the Company, shall not exceed 20 per cent of the total issued shares (excluding treasury Shares) of the Company as at the date of passing of this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be issued pursuant to the approval in paragraph (a) of this resolution as a percentage of the total number of issued shares of the Company immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares of the Company shall be adjusted accordingly, and where such shares are issued, they shall not be issued at a discount of more than 10 per cent to the average closing price of such shares in the 5
- 27 -
NOTICE OF THE ANNUAL GENERAL MEETING
consecutive trading days immediately prior to the earlier of the date of announcement of the proposed issue of shares of the Company and the date of the agreement involving the proposed issue of shares of the Company and the approval in paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next AGM of the Company;
(ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and
“Rights Issue” means an offer of shares of the Company or issue of options, warrants or other securities giving the right to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares whose names appear on the register of members 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 such shares of the Company or, where appropriate, such other securities (subject in all cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical 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).
- “THAT:
conditional upon the passing of the resolutions set out in items 9 and 10 of the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution set out in item 10 of the notice convening this meeting be and is hereby extended by the addition thereto an amount of shares representing the aggregate nominal
- 28 -
NOTICE OF THE ANNUAL GENERAL MEETING
amount of shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the directors of the Company under the resolution set out in item 9 above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.”
By order of the Board
GL-Carlink Technology Holding Limited
Zhu Lei
Chairman and Executive Director
Hong Kong, 30 April 2025
Notes:
a. The AGM will be held in the form of a physical meeting. All resolutions at the AGM will be taken by poll pursuant to the requirement of the Articles of Association of the Company and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Rules Governing the Listing of Securities on the Stock Exchange.
b. A member of the Company entitled to attend and vote at the AGM is entitled to appoint one or (if he is a holder of two or more shares) more than one proxy to attend and vote in his stead. A proxy need not be a member of the Company.
c. Whether or not you intend to attend the AGM in person, you are requested to complete and return the proxy form in accordance with the instructions stated thereon.
d. To be valid, the completed proxy form together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM and at any adjournment thereof if you so wish. In such event, the proxy form shall be deemed to be revoked.
e. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register in respect of such Share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Shareholder, and several trustees in bankruptcy or liquidators of a Shareholder in whose name any Share stands shall for the purposes of this Article be deemed joint holders thereof.
f. To ascertain shareholders’ eligibility to attend and vote at this meeting, the register of members of the Company will be closed from 13 June 2025 to 18 June 2025 (both days inclusive) during which period no share transfer will be effected. In order to qualify for attending and voting at the annual general meeting, unregistered holders of shares of the Company should ensure that all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong (i.e. Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong), for registration no later than 4:30 p.m., on 12 June 2025.
g. Regarding items 2 to 6 of this notice, details of the retiring Directors proposed to be re-elected are set out in Appendix I to the circular of the Company dated 30 April 2025.
h. References to time and dates in this Notice are to Hong Kong time and dates.
- 29 -