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Greentech Technology International Limited Proxy Solicitation & Information Statement 2026
49024_rns_2026-05-04_64381def-9bff-496b-9c59-cc641ed54cb9.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Greentech Technology International Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
綠科科技
Greentech
GREENTECH TECHNOLOGY INTERNATIONAL LIMITED
綠科科技國際有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 00195)
PROPOSED REMOVAL AND APPOINTMENT OF AUDITORS
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening the extraordinary general meeting of the Company to be held at Suites 2202-4 on 22/F, Tower 6 The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong at 11:00 a.m. on Thursday, 21 May 2026 is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use by the shareholders of the Company at the extraordinary general meeting is enclosed with this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.green-technology.com.hk).
Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon 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 by 11:00 a.m. on Tuesday, 19 May 2026 or not later than 48 hours before the time appointed for holding of the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.
5 May 2026
CONTENTS
Page
Definitions ... 1
Letter from the Board ... 3
Appendix I – Letter from Deloitte ... I-1
Notice of Extraordinary General Meeting ... EGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"2024 Annual Results" the annual results of the Group for the year ended 31 December 2024
"Announcement" the announcement of the Company dated 17 April 2026
"Allegations" certain allegations against the Company and certain connected persons in the Complaint. For details, please refer to the announcements of the Company dated 13 March 2026 and 1 April 2026
"Articles of Association" the Articles of Association of the Company (as amended from time to time)
"Audit Committee" the audit committee of the Board
"Auditors" the auditors of the Company
"Baker Tilly" Baker Tilly Hong Kong Limited
"Board" the board of Directors
"Company" Greentech Technology International Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the main board of the Stock Exchange
"Complaint" an anonymous complaint received by Deloitte on 26 February 2026, containing the Allegations. For details, please refer to the announcements of the Company dated 13 March 2026 and 1 April 2026
"Deloitte" Deloitte Touche Tohmatsu, the existing Auditors proposed to be removed at the EGM
"Director(s)" the director(s) of the Company
DEFINITIONS
"EGM"
the extraordinary general meeting of the Company convened to be held at Suites 2202-4 on 22/F, Tower 6 The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 21 May 2026 at 11:00 a.m. to consider and, if thought fit, approve the resolutions contained in the notice of the EGM which is set out on pages EGM-1 to EGM-3 of this circular, or any adjournment thereof
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong from time to time
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
30 April 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Proposed Appointment"
the proposed appointment of RSM as the new Auditors, subject to the approval of the Shareholders at the EGM
"Proposed Change of Auditors"
collectively, the Proposed Removal and the Proposed Appointment
"Proposed Removal"
the proposed removal of Deloitte as the Auditors, subject to the approval of the Shareholders at the EGM
"RSM"
RSM Hong Kong, the new Auditors proposed to be appointed at the EGM
"Share(s)"
ordinary share(s) of HK$0.025 each in the share capital of the Company
"Shareholder(s)"
the holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
– 2 –
LETTER FROM THE BOARD
綠科科技
Greentech
GREENTECH TECHNOLOGY INTERNATIONAL LIMITED
綠科科技國際有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 00195)
Executive Directors:
Tan Sri Dato' Koo Yuen Kim P.S.M., D.P.T.J. J.P (Chairman)
Ms. Xie Yue (Co-Chief Executive Officer)
Mr. Li Zheng
Ms. Peng Zhihong
Datin Chong Lee Hui
Independent Non-executive Directors:
Datin Sri Lim Mooi Lang
Mr. Kim Wooryang
Ms. Peng Wenting
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal place of business in Hong Kong:
Suites 2202-4, 22/F, Tower 6
The Gateway, Harbour City,
9 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
5 May 2026
To the Shareholders
Dear Sir/Madam,
PROPOSED REMOVAL AND APPOINTMENT OF AUDITORS
1. INTRODUCTION
References are made to the announcements of the Company dated 17 April 2026 and 30 April 2026 in relation to the Proposed Change of Auditors. The purpose of this circular is to provide you with the notice of the EGM and to provide you with information regarding the resolutions to be put forward at the EGM. Resolutions to be put forward at the EGM are the ordinary resolution for the Proposed Removal and the ordinary resolution for the Proposed Appointment.
LETTER FROM THE BOARD
2. PROPOSED REMOVAL
Deloitte was re-appointed as auditors of the Group at the last annual general meeting of the Company held on 27 June 2024 to hold office until the conclusion of the next annual general meeting of the Company. During the course of the audit process for the preparation of the 2024 Annual Results, the Company, the Audit Committee and the Directors have made their best efforts to cooperate with Deloitte. However, in spite of numerous communications between the Group and Deloitte, the Company has been given the impression that Deloitte is unable to issue an audit report in relation to the 2024 Annual Results (“Audit Report”) in accordance with the timetable expected by the Company as the investigation referred to in the announcement of the Company dated 1 April 2026 is still in progress up to the date of the Announcement.
The anonymous Complaint relating to the Allegations was received by Deloitte on 26 February 2026, one day before the date when the Company originally planned to finalise the Audit Report on 27 February 2026. The timing of this correspondence, being immediately before the scheduled issuance of the Audit Report, was considered unusual by the Board and further disrupted the audit process. Notwithstanding the receipt of the anonymous Complaint, the Company, the Audit Committee and the Directors continued to fully cooperate with Deloitte on a best-effort basis, including but not limited to swiftly engaging an independent investigator and an additional investigator, as well as actively assisting in the related investigation process. However, Deloitte and the Company have not reached any consensus on the timetable for the publication of the 2024 Annual Results.
After numerous communications between the Group and Deloitte, during which the Company and the Board had made their best and full efforts to cooperate with Deloitte to facilitate the completion of the audit, the Board came to a unanimous view that it may not be in the interest of the Company to continue to delay the publication of the 2024 Annual Results and subsequent financial statements. After careful but reluctant consideration, taking into account the interests of stakeholders and Shareholders and the need to be able to publish the 2024 Annual Results and other outstanding financial results, the Audit Committee recommended, and the Board agreed, to propose the Proposed Removal and the Proposed Appointment, subject to the passing of ordinary resolutions at the EGM pursuant to the Articles of Association.
The Company is incorporated under the laws of the Cayman Islands and to the knowledge of the Board, there is no requirement under the laws of the Cayman Islands requiring the outgoing auditors to confirm whether or not there is any circumstance connected with their cessation to act as the Group’s auditors which they consider should be brought to the attention of the Shareholders. The Board and the Audit Committee also confirm that, save as disclosed in this circular, there are no other matters or circumstances in connection with the Proposed Removal that need to be brought to the attention of the Shareholders.
LETTER FROM THE BOARD
Matters to be brought to the attention of the Shareholders
On 20 April 2026, the Board and the Audit Committee received a representation letter from Deloitte (“Deloitte Written Representation”) setting out, among other things, matters that Deloitte considered necessary to be brought to the attention of the Shareholders and serving as Deloitte’s written representation pursuant to Rule 13.88 of the Listing Rules.
Full text of Deloitte Written Representation is set out in the section headed “Appendix I – Letter from Deloitte” on pages I-1 to I-4 of this circular.
The Board and the Audit Committee would like to emphasise that the draft of the Announcement, before its publication, had been passed to the engagement partner of Deloitte for Deloitte’s review and comment and comments received from the engagement partner had been reflected in the published version of the Announcement.
The Board and the Audit Committee also wish to clarify that the Group’s gold trading activities only took place from 2020 to 2021, and there was no such trading activity in 2022, as opposed to the reference to “the Group’s gold trading business from 2020 to 2022” in Deloitte Written Representation.
Shareholders and investors of the Company are recommended to read Deloitte Written Representation in conjunction with the above paragraphs for a full understanding of the Proposed Removal.
3. PROPOSED APPOINTMENT
Reference is made to the Announcement in which the Company announced that the Board had previously resolved to appoint Baker Tilly as the incoming new auditor subject to certain conditions.
As stated in the Announcement, the proposed appointment of Baker Tilly as the new incoming auditor is subject to, among other conditions, the satisfactory completion of Baker Tilly’s client and engagement acceptance procedures. Reference is made to the announcement of the Company dated 30 April 2026 in which the Board announced that the Company received a letter from Baker Tilly dated 30 April 2026 stating that, taking into account of a number of factors, including but not limited to Baker Tilly’s available internal resources and current workflows, Baker Tilly decided not to proceed with the proposed appointment as the new Auditors. Baker Tilly confirmed that they had not commenced any audit work in respect of the Group’s financial statements for the years ended 31 December 2024 and 31 December 2025. In this regard, Baker Tilly confirmed that from their perspective, no matters need to be brought to the attention of the Company’s members or creditors.
- 5 -
LETTER FROM THE BOARD
With the recommendation of the Audit Committee, subject to the Proposed Removal becoming effective by way of passing an ordinary resolution at the EGM, the Board proposes to appoint RSM as the new Auditors to fill the vacancy arising from the Proposed Removal and hold office until the conclusion of the next annual general meeting of the Company.
The Audit Committee has considered a number of factors in assessing RSM's eligibility and suitability to act as the auditor of the Company, including but not limited to (i) its audit proposal; (ii) the resources to be allocated by RSM to complete the audit work for the Company; (iii) its experience, industry knowledge and technical competence in providing audit work for companies listed on the Stock Exchange; (iv) its independence from the Group; and (v) the guidelines issued by the Stock Exchange and the Accounting and Financial Reporting Council in respect of change of auditor.
Based on the above, the Audit Committee considers RSM eligible and suitable to act as the new Auditors.
The Board, with the recommendation of the Audit Committee, has resolved to propose that the Shareholders approve the appointment of RSM as the new Auditors to fill the casual vacancy following the removal of Deloitte and to hold office until the conclusion of the next annual general meeting of the Company. The Proposed Appointment is subject to the Proposed Removal becoming effective and the passing of the ordinary resolution in respect of the Proposed Appointment at the EGM. At present, the audit work in relation to the 2024 Annual Results is put on hold. Once RSM is appointed by the Shareholders, the Company will continue to do its best to coordinate with RSM to complete the audit procedures as soon as possible.
The appointment of RSM as the Auditors is subject to the passing of an ordinary resolution at the EGM and the satisfactory completion of RSM's client and engagement acceptance procedures.
Subject to the passing of the ordinary resolution for the appointment of RSM as the Auditors, the estimated aggregate audit fees payable to RSM for the audit of the consolidated financial statements of the Company and its subsidiaries for the financial year ended 31 December 2024 and the financial year ended 31 December 2025 respectively is expected to be in the range of approximately HK$4 million to HK$5 million (exclusive of out-of-pocket expenses).
The estimated audit fees have been determined after due consideration and arm's length negotiations between the Company and RSM, taking into account, among other things, the size, nature and complexity of the Group's business operations, the expected scope of the audit (covering the consolidated financial statements prepared in accordance with Hong Kong Financial Reporting Standards), the audit proposal, and the level and mix of professional staff to be deployed. The estimated audit fee also assumes that there was no material change in the Group's operations,
- 6 -
LETTER FROM THE BOARD
accounting policies or regulatory environment during the financial year, and that the Company will provide timely and adequate assistance and information as reasonably required for the purposes of the audit.
Unless there is a material change in the basis or assumptions set out above, the final audit fee should not deviate materially from the estimated amount initially disclosed. In the event of any material change, the Company will make further disclosure as appropriate.
4. IMPLICATIONS UNDER THE LISTING RULES
Pursuant to the Article 155(2) of the Articles of Association, the removal of an auditor before the expiration of his term of office shall require the approval by way of ordinary resolution of the members at a general meeting of the Company, and the members shall by ordinary resolution at that meeting appoint another auditor in his stead for the remainder of his term.
Pursuant to Rule 13.88 of the Listing Rules, (a) the Company must not remove its auditor before the end of the auditor's term of office without first obtaining Shareholders' approval at a general meeting; (b) the Company must send a circular proposing the removal of the auditor to the Shareholders with any written representations from the auditor not less than 10 business days before the general meeting; and (c) the Company must allow the auditor to attend the general meeting and make written and/or verbal representations to the Shareholders at the general meeting. The Company has in its notice to Deloitte dated 17 April 2026 informed Deloitte of the rights of making representations.
In compliance with the Articles of Association and the Listing Rules, the Proposed Removal and the Proposed Appointment will be put forward to the Shareholders for approval at the EGM by way of ordinary resolutions.
A copy of the circular containing, among other matters, further information on the Proposed Removal and the Proposed Appointment, together with a notice convening the EGM, has also been despatched to Deloitte and, in its notice to Deloitte dated 17 April 2026, the Company has also invited Deloitte to attend the EGM to make written or verbal representations to the Shareholders at the EGM, if any.
As stated in Deloitte Written Representation (see Appendix I – Letter from Deloitte), since Deloitte's written representations to the Shareholders have been set out in Deloitte Written Representation, they do not intend to attend the EGM and to make any verbal representations to the Shareholders.
- 7 -
LETTER FROM THE BOARD
5. CLOSURE OF REGISTER OF MEMBERS
To ascertain the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 18 May 2026 to Thursday, 21 May 2026, both days inclusive, during which period no transfer of shares of the Company will be registered. The record date for the purpose of the EGM will be Thursday, 21 May 2026.
In order to qualify for the entitlement to attend and vote at the EGM, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, 15 May 2026 (Hong Kong time).
6. EGM AND PROXY ARRANGEMENT
The notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular. At the EGM, ordinary resolutions will be proposed to approve the Proposed Change of Auditors.
Pursuant to article 66 of the Articles of Association, a resolution put to the vote of a meeting shall be decided by way of a poll if voting by way of poll is required by Listing Rules or a poll is otherwise demanded in accordance with that article 66.
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.
Accordingly, the ordinary resolutions in the notice of the EGM will be put to vote by way of poll at the EGM.
A form of proxy for use at the EGM is accompanying with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited and the Company. Whether or not you are able to attend the EGM, 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 but in any event by 11:00 a.m. on Tuesday, 19 May 2026 or not later than 48 hours before the time appointed for holding of the adjourned EGM (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 EGM or the adjourned thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
LETTER FROM THE BOARD
As at the Latest Practicable Date, to the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolution to be proposed at the EGM.
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, save and except for the information contained in Appendix I to 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 Change of Auditors is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the EGM.
9. CONTINUED SUSPENSION OF TRADING
At the request of the Company, trading in the shares of the Company on the Stock Exchange has been suspended with effect from 9:00 a.m. on 2 September 2024 due to the delay in publication of the unaudited interim results of the Company for the six months ended 30 June 2024 and will remain suspended.
Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.
Yours faithfully,
For and on behalf of the Board
Greentech Technology International Limited
Tan Sri Dato' Koo Yuen Kim
P.S.M., D.P.T.J. J.P
Chairman
APPENDIX I
LETTER FROM DELOITTE
The letter was issued in English. The Chinese version is for reference only. If there is any discrepancy between the English and the Chinese versions, the English version shall prevail.
Deloitte.
德勤
Deloitte Touche Tohmatsu
35/F One Pacific Place
88 Queensway
Hong Kong
Tel: +852 2852 1600
Fax: +852 2541 1911
Email: [email protected]
www.deloitte.com/cn
20 April 2026
The Board of Directors and the Audit Committee
Greentech Technology International Limited
Suites 2202-04, 22/F, Tower 6
The Gateway, Harbour City
Tsim Sha Tsui
Kowloon, Hong Kong
Dear Sirs,
GREENTECH TECHNOLOGY INTERNATIONAL LIMITED (THE "COMPANY") AND ITS SUBSIDIARIES (THE "GROUP")
We refer to the letter from the Company dated 17 April 2026 informing us that the board of directors (the "Board") has resolved to put forward a proposal to the shareholders of the Company to remove us as the auditors of the Company (the "Proposed Removal"), along with the Company's corresponding announcement on the same date.
We ask that the content under the following "Allegations relating to gold trading business and misuse of fund" be included in the circular for the extraordinary general meeting ("EGM") relating to the Proposed Removal.
Allegations relating to gold trading business and misuse of funds
We refer to our letters dated 27 February 2026, 2 March 2026 and 31 March 2026, our email correspondence dated 5 March 2026 and our calls with the Audit Committee regarding the allegations set out in the two complaints received in February and March 2026 concerning, among others, the legitimacy and legality of the Group's gold trading business from 2020 to 2022, and the misuse of the Group's funds by a director having nexus with the previous allegations relating to the repayment of the shareholder's loan to a director of a subsidiary of the Group (the "Matter"). In view of the corporate governance responsibility of the Audit Committee for overseeing the financial reporting process and safeguarding the assets of the Group, we explained to the Audit Committee that it is incumbent upon them to bring an independent perspective to the Matter. Following our recommendation, the Audit Committee initiated an independent investigation (the "Investigation") into the Matter and engaged a forensic investigation firm to assist them in conducting the Investigation.
As set out in our letter to the Company on 31 March 2026, notwithstanding that the Investigation remained in progress and was subject to certain limitations encountered by the forensic investigation firm, their preliminary findings of the Investigation indicated potential irregularities or red flags that warrant further expansion of scope. In its reply dated 1 April 2026, the Audit Committee acknowledged the seriousness of the limitations encountered by the forensic investigation firm, and the outstanding issues identified in the Investigation in light of the potential irregularities or red flags. The Audit Committee also indicated that it would review the unresolved items with the forensic investigation firm to determine appropriate next steps. In our letter of 31 March 2026, we reaffirmed our commitment to work with the Audit Committee to bring closure to the Matter. In our view, without a robust governance response to the Matter by the Audit Committee to ascertain the veracity of the allegations, the Board does not currently have a proper basis to conclude on the Matter and to complete the financial statements for the purpose of the audit.
Leap Forward Bloom Beyond
勤躍香港 綻放未來
APPENDIX I
LETTER FROM DELOITTE
20 April 2026
The Board of Directors and the Audit Committee
Greentech Technology International Limited
Page 2
We consider that some of the language used in your announcement of 17 April 2026 may improperly give the reader the impression that the Company's efforts to cooperate in the audit should have been sufficient for an auditor to issue its report without any further delay. We do not agree with such a portrayal of the position. As noted above, the steps taken by the Company and Audit Committee to date in respect of the Matter do not currently appear sufficient for the financial statements to be completed for the purpose of the audit.
Despite our commitment to work with the Audit Committee, to our disappointment, the Board has resolved to put forward the Proposed Removal. The effect of this would be that we will not be able to complete, as we had fully intended to do, our audit and to fulfill our public interest obligation to report to the shareholders of the Company.
Other matters
Our intended written representations to the shareholders have been set out in the preceding paragraphs. Accordingly, we currently do not intend to attend the EGM of the Company and to make any verbal representations to the shareholders.
We note further that the 17 April 2026 announcement, by selectively referring to Cayman law, may give an impression that the Company is not required to seek confirmation from outgoing auditors as to whether or not there are matters which should be brought to the attention of the shareholders. It is the responsibility of the Company and its directors to comply with and fulfil applicable regulations and duties, including those relating to making proper disclosure of relevant matters. However, we note that section 13.51(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") requires the Company to make an announcement regarding the change in auditor as soon as practicable. The announcement and the circular should include the reasons for the change and details of any other matters that need to be brought to the attention of the shareholders of the Company. The issuer must state in the announcement whether the outgoing auditors have provided a confirmation that there are no matters that need to be brought to the attention of holders of securities of the issuer.
We request that you provide us the draft announcement and circular for our comments before it is published. This is because we have a duty under the Code of Ethics for Professional Accountants, Chapter C, Section 300 to read and assess whether the circumstances as reported in this letter are reflected in the announcement and circular made by the Company.
We hereby consent to a copy of this letter and the aforementioned letters being provided to the Stock Exchange and the successor auditor.
Yours faithfully,
Dewitte Touma Toumatzy
I - 2
NOTICE OF EXTRAORDINARY GENERAL MEETING
綠科科技
Greentech
GREENTECH TECHNOLOGY INTERNATIONAL LIMITED
綠科科技國際有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 00195)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Greentech Technology International Limited (the “Company”) will be held at Suites 2202-4 on 22/F, Tower 6 The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 21 May 2026 at 11:00 a.m. for the purposes of considering and, if thought fit, passing each of the following resolutions with or without amendments, as an ordinary resolution of the Company:
ORDINARY RESOLUTIONS
- (i) to approve the removal of Deloitte Touche Tohmatsu as the auditors of the Company pursuant to article 155(2) of the articles of association of the Company with immediate effect after the conclusion of the EGM (the “Removal”), and (ii) to authorise the board of directors of the Company (the “Board”), any director(s) of the Company or any other person authorised by the directors of the Company to exercise such discretion to complete and do all such acts and things, including without limitation, to sign, seal, execute and deliver all such documents and deeds, and to approve any amendment, alteration or modification to any document, as they may consider necessary, desirable or expedient or in the interest of the Company to give effect to the Removal.
EGM – 1
NOTICE OF EXTRAORDINARY GENERAL MEETING
- Conditional upon the passing of the resolution 1 above, (i) to approve the appointment of RSM Hong Kong as the auditors of the Company with immediate effect and to hold office until the conclusion of the next annual general meeting of the Company (the "Appointment"); (ii) to authorise the Board, any director(s) of the Company or any other person authorised by the directors of the Company to exercise such discretion to complete and do all such acts and things, including without limitation, to sign, seal, execute and deliver all such documents and deeds, and to approve any amendment, alteration or modification to any document, as they may consider necessary, desirable or expedient or in the interest of the Company to give effect to the Appointment; and (iii) to authorise the Board to fix the remuneration of RSM Hong Kong.
For and on behalf of the board of Directors of
Greentech Technology International Limited
Tan Sri Dato' Koo Yuen Kim
P.S.M., D.P.T.J. J.P
Chairman
Hong Kong, 5 May 2026
As at the date of this notice, the board of Directors comprises the following:
Executive Directors:
Tan Sri Dato' Koo Yuen Kim P.S.M., D.P.T.J. J.P (Chairman)
Ms. Xie Yue (Co-Chief Executive Officer)
Mr. Li Zheng
Ms. Peng Zhihong
Datin Chong Lee Hui
Independent Non-executive Directors:
Datin Sri Lim Mooi Lang
Mr. Kim Wooryang
Ms. Peng Wenting
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal place of business in Hong Kong:
Suites 2202-4, 22/F, Tower 6
The Gateway, Harbour City,
9 Canton Road
Tsim Sha Tsui, Kowloon
Hong Kong
EGM – 2
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notes:
(1) All resolutions at the EGM will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) (“Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
(2) Any shareholder of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the shareholder to speak at the EGM. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and to attend and vote in his stead at the EGM.
(3) Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the EGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
(4) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time appointed for holding of the EGM (i.e. 11:00 a.m. on Tuesday, 19 May 2026) or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
(5) For the purpose of determining the entitlement of the members to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 18 May 2026 to Thursday, 21 May 2026, both days inclusive, during which period no transfer of shares of the Company will be registered. Members whose names appear on the register of members of the Company on Thursday, 21 May 2026 will be entitled to attend and vote at the EGM. All transfers of shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Friday, 15 May 2026. The record date will be Thursday, 21 May 2026.
(6) Trading in the shares of the Company on the Stock Exchange has been suspended with effect from 9:00 a.m. on 2 September 2024 due to the delay in publication of the unaudited interim results of the Company for the six months ended 30 June 2024 and will remain suspended.
EGM – 3