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Hebei Haiwei Electronic New Material Technology Co. Ltd Proxy Solicitation & Information Statement 2026
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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 a licensed securities dealer and other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Hebei Haiwei Electronic New Material Technology Co., Ltd., you should at once hand this circular and the form of proxy to the purchaser or the transferee or to licensed securities dealer or registered institution in securities 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.
Hebei Haiwei Electronic New Material Technology Co., Ltd.
河北海偉電子新材料科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 09609)
(1) 2025 BOARD REPORT
(2) 2025 AUDITED FINANCIAL STATEMENTS AND AUDITOR'S REPORT
(3) 2025 ANNUAL REPORT
(4) 2025 PROFIT DISTRIBUTION PLAN
(5) RE-APPOINTMENT OF EXTERNAL AUDITOR FOR THE YEAR 2026
(6) PROPOSED RE-ELECTION OF THE DIRECTORS FOR THE SECOND SESSION OF THE BOARD
(7) REMUNERATION OF DIRECTORS FOR THE YEAR 2026
(8) PROPOSED GRANT OF SHARE ISSUANCE MANDATE
(9) PROPOSED GRANT OF H SHARE REPURCHASE MANDATE
AND
(10) NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in this cover shall have the same meanings as those defined in this circular. The Notice of AGM convening the AGM to be held at 9 a.m. on 30 June 2026 at No.1 Meeting Room, No.317 Jingkai Street, Jing County Economic and Technological Development Zone, Hengshui, Hebei Province, the PRC is set out on pages AGM-1 to AGM-6 of this circular.
The form of proxy for use at the AGM is enclosed herewith and also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.haiwei.net). Whether or not you are able to attend the AGM, you are requested to complete, sign and return the form of proxy in accordance with the instructions printed thereon and return it to (i) the Company's registered office, headquarters and principal place of business in the PRC at Economic and Technological Development Zone, Jing County, Hengshui, Hebei Province, the PRC (for Unlisted Shares holders) or (ii) the Company's H Share Registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than twenty-four (24) hours before the time appointed for the holding of the AGM (for H Shares holders) or any adjournment(s) 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 AGM or any adjournment(s) thereof should you so wish. For avoidance of doubt, holder of treasury shares, if any, shall abstain from voting on matters that require Shareholders' approval as required under the Listing Rules.
9 June 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I – EXPLANATORY STATEMENT ... I-1
APPENDIX II – BIOGRAPHIES OF CANDIDATES FOR DIRECTORS ... II-1
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the forthcoming annual general meeting of the Company to be convened at 9 a.m. on 30 June 2026 at No.1 Meeting Room, No.317 Jingkai Street, Jing County Economic and Technological Development Zone, Hengshui, Hebei Province, the PRC (or any adjournment thereof) to consider and, if thought fit, approve the resolutions contained in the Notice of AGM
"Articles of Association"
the articles of association of the Company as amended and adopted from time to time
"associates"
has the meaning ascribed to it under the Listing Rules
"Board"
the board of Directors of the Company
"CCASS"
Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"Company"
Hebei Haiwei Electronic New Material Technology Co., Ltd. (河北海偉電子新材料科技股份有限公司) (formerly known as Hebei Haiwei Group Electronic Material Co., Ltd. (河北海偉集團電子材料有限公司) and Hebei Haiwei Electronic Material Co., Ltd. (河北海偉電子材料有限公司)), which was initially incorporated under the laws of the PRC as a limited liability company on September 6, 2006 and was subsequently converted into a joint stock company with limited liability on January 11, 2023
"connected person(s)"
has the meaning ascribed to it under the Listing Rules
"Controlling Shareholder(s)"
has the meaning ascribed to it under the Listing Rules
"CSRC"
China Securities Regulatory Commission (中國證券監督管理委員會)
"Director(s)"
the director(s) of the Company
"Group"
the Company and its subsidiaries
"H Share(s)"
the overseas listed foreign shares in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange
- 1 -
DEFINITIONS
| “H Shareholder(s)” | holder(s) of H Share(s) |
|---|---|
| “H Share Registrar” | Tricor Investor Services Limited |
| “H Share Repurchase Mandate” | the general mandate proposed to be granted to the Board to repurchase H Shares not exceeding 10% of the number of H Shares in issue (excluding treasury shares, if any) as at the date of passing the proposed relevant resolution at the AGM |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Latest Practicable Date” | 5 June 2026, being the latest practicable date prior to the issuance of this circular for the purpose of ascertaining certain information contained in this circular |
| “Listing Date” | 28 November 2025, the date on which the H Shares are listed on the Stock Exchange |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “Notice of AGM” | the notice of the AGM dated 9 June 2026, which is set out at pages AGM-1 to AGM-6 of this circular |
| “PRC” | the People’s Republic of China which for the purposes of this circular excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan |
| “PRC Company Law” | PRC Company Law (《中華人民共和國公司法》) and its amendments issued from time to time |
| “Register of Members” | the register of H Shares members of the Company |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended, supplemented or otherwise modified from time to time |
- 2 -
- 3 -
DEFINITIONS
| "Share Issuance Mandate" | a general mandate to be granted to the Board to allot, issue or deal with additional Shares and to sell or transfer treasury shares (if any) representing up to the limit of 20% of the total number of Shares in issue (excluding treasury shares, if any) on the date of passing the relevant resolution by the Shareholders |
|---|---|
| "Share(s)" | Unlisted Share(s) and H Share(s) |
| "Shareholder(s)" | holder(s) of the Share(s) |
| "Stock Exchange" | The Stock Exchange of Hong Kong Limited |
| "Takeovers Code" | the Hong Kong Code on Takeovers and Mergers |
| "treasury share(s)" | has the meaning ascribed to it under the Listing Rules |
| "Unlisted Share(s)" | ordinary share(s) in the share capital of our Company with a nominal value of RMB1.00 each, which are not listed on any stock exchange |
| "US$" | United States dollar, the lawful currency of the United States of America |
| "%" | per cent |
In this document, the terms "close associate," "core connected person," and "substantial shareholder" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.
Certain amounts and percentage figures included in this document have been subject to rounding.
For ease of reference, the names of the PRC established companies or entities, laws or regulations have been included in this document in both the Chinese and English languages and in the event of any inconsistency, the Chinese versions shall prevail.
LETTER FROM THE BOARD
Hebei Haiwei Electronic New Material Technology Co., Ltd.
河北海倬電子新材料科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 09609)
Executive Directors:
Mr. Song Wenlan (Chairman)
Mr. Cao Chaozhi
Mr. Sheng Zhixuan
Mr. Liu Qingbin
Non-executive Director:
Ms. Zhong Ying
Independent Non-executive Directors:
Ms. Gu Qun
Mr. Zhang Hao
Mr. Yu Qing
Registered Office in the PRC:
Jing County Economic and
Technological Development Zone
Hengshui
Hebei Province
PRC
Principal place of business in the PRC:
Jing County Economic and
Technological Development Zone
Hengshui
Hebei Province
PRC
Principal place of business in
Hong Kong:
40/F, Dah Sing Financial Centre
248 Queen's Road East
Wanchai
Hong Kong
9 June 2026
To the Shareholders
Dear Sir/Madam,
(1) 2025 BOARD REPORT
(2) 2025 AUDITED FINANCIAL STATEMENTS AND AUDITOR'S REPORT
(3) 2025 ANNUAL REPORT
(4) 2025 PROFIT DISTRIBUTION PLAN
(5) RE-APPOINTMENT OF EXTERNAL AUDITOR FOR THE YEAR 2026
(6) PROPOSED RE-ELECTION OF THE DIRECTORS FOR
THE SECOND SESSION OF THE BOARD
(7) REMUNERATION OF DIRECTORS FOR THE YEAR 2026
(8) PROPOSED GRANT OF SHARE ISSUANCE MANDATE
(9) PROPOSED GRANT OF H SHARE REPURCHASE MANDATE
AND
(10) NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
I. INTRODUCTION
The purpose of this circular is to provide you with, among other things:
(i) such information as is reasonably necessary to enable you to make an informed decision as to whether to vote for or against the resolutions to be proposed at the AGM;
(ii) further details of the shareholders' resolutions to be proposed at the AGM.
At the AGM, ordinary resolutions will be proposed to approve:
(i) the report of the Board for the year ended 31 December 2025 (the "2025 Board Report");
(ii) the audited financial statements and the auditor's report of the Group for the year ended 31 December 2025 (the "2025 Audited Financial Statements");
(iii) the annual report of the Company for the year ended 31 December 2025 (the "2025 Annual Report");
(iv) the proposed profit distribution plan of the Company for the year ended 31 December 2025 (the "2025 Profit Distribution Plan");
(v) the proposed remuneration of the Directors for the year 2026;
(vi) the proposed re-appointment of the external auditor for the year 2026;
At the AGM, special resolutions will be proposed to approve:
(i) Proposed grant of Share Issuance Mandate; and
(ii) Proposed grant of H Share Repurchase Mandate.
At the AGM, ordinary resolutions voted by cumulative voting system will be proposed to approve the re-election of Directors.
II. 2025 BOARD REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Board Report. The full text of the 2025 Board Report is set out in the 2025 Annual Report.
III. 2025 AUDITED FINANCIAL STATEMENTS AND AUDITOR'S REPORT
An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Audited Financial Statements, the full text of which is set out in the 2025 Annual Report.
LETTER FROM THE BOARD
IV. 2025 ANNUAL REPORT
An ordinary resolution will be proposed at the AGM to approve the 2025 Annual Report.
V. 2025 PROFIT DISTRIBUTION PLAN
An ordinary resolution will be proposed at the AGM to approve the 2025 Profit Distribution Plan in accordance with the Articles of Association.
Pursuant to the Articles of Association and the dividend policy of the Company, and having considered factors including the Company’s financial performance and financial position, operational and capital expenditure requirements, future expansion plans and such other factors as the Board may consider relevant, the Board has resolved not to recommend the distribution of profits for the year ended 31 December 2025.
VI. PROPOSED RE-ELECTION OF THE DIRECTORS FOR THE SECOND SESSION OF THE BOARD
As the term of the first session of the Board has expired, according to the Articles of Association and the PRC Company Law, the Board agreed to nominate Mr. Song Wenlan, Mr. Cao Chaozhi, Mr. Sheng Zhixuan and Mr. Liu Qingbin as candidates for executive Directors, Ms. Zhong Ying as candidate for non-executive Director, and Ms. Gu Qun, Mr. Zhang Hao and Mr. Yu Qing as candidates for independent non-executive Directors of the second session of the Board. The remuneration received by each of the Directors standing for re-election for the year ended 31 December 2025 are set out in the 2025 Annual Report. The Board has resolved to put forward the above list of Director candidates for consideration and approval by the Shareholders at the AGM.
All the above candidates are current Directors of the Company who, being eligible and willing for re-election at the AGM. The Nomination Committee shall consider candidates on merit against objective criteria and with due regard for the benefits of diversity of the Board. The factors considered by the Nomination Committee in assessing the suitability of a proposed candidate include: (i) reputation for integrity; (ii) accomplishments, expertise and industry experience which may be relevant to the Group; (iii) commitment to the business of the Group in respect of time, interest and attention; (iv) perspectives, skills and experience that the candidate can contribute to the Board; (v) diversity in a number of aspects, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service; (vi) Board succession planning considerations and long-term objectives of the Group; and (vii) the independence of such candidate with reference to, among other things, the requirements as set out in Rule 3.13 of the Listing Rules.
As at the Latest Practicable Date, to the best knowledge of the Board, the Board is of the view that all candidates for independent non-executive Directors meet the independence guidelines set out in Rule 3.13 of the Listing Rules and are independent in accordance with the terms of the guidelines. In particular, the candidates for independent non-executive Directors, namely Ms. Gu Qun, Mr. Zhang Hao and Mr. Yu Qing, have confirmed that:
LETTER FROM THE BOARD
(1) they have satisfied the independence requirements in relation to each of the factors set out in Rules 3.13(1) to (8) of the Listing Rules;
(2) they have no past or present financial or other interests in the business of the Company or its subsidiaries and is not connected with any core connected persons of the Company; and
(3) there are no other factors which may affect their independence.
In addition, the Nomination Committee, having evaluated the performance of each of Ms. Gu Qun, Mr. Zhang Hao and Mr. Yu Qing, is of the view that each of Ms. Gu Qun, Mr. Zhang Hao and Mr. Yu Qing have provided valuable contributions to the Company and has demonstrated their abilities to provide independent, balanced and objective view to the Company's affairs.
The Nomination Committee is also of the view that each of the nominees above can contribute to the diversity of the Board, especially, with their diversified educational background, professional experience in the fields of business management, manufacturing of capacitor films, public accounting and auditing, legal and corporate compliance matter, and manufacturing of electronic components, as well as personal connections in various industries.
The Board, having considered the recommendation of the Nomination Committee, believes that the re-election of the above candidates will ensure the continuity and stability of the Group's operation and is in the best interests of the Company and its Shareholders. After being elected at the AGM, the Directors of the second session of the Board will enter into Director's service contracts with the Company and perform their duties as Directors of the second session of the Board with a term of three years and are eligible for re-election upon expiry of their term of office. The term of office of the re-elected Directors will take effect from the date of approval by the Shareholders at the AGM.
The biographies of the candidates for Directors of the second session of the Board are set out in Appendix II to this circular. As at the Latest Practicable Date and to the best of the Board's knowledge, save as disclosed in this circular, each candidate for Directors (i) has not held any directorship in public companies whose securities are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not have any relationship with any Director, senior management, substantial Shareholder or Controlling Shareholder of the Company, nor has held any position in the Company or any of its subsidiaries; (iii) does not own any interest in the Shares of the Company or its associated corporations (as defined in Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong); (iv) has no information that shall be disclosed pursuant to the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules; and (v) has no other matters that need to be brought to the attention of the Shareholders or the Stock Exchange.
The aforesaid resolution is hereby proposed at the AGM for consideration and approval.
LETTER FROM THE BOARD
VII. REMUNERATION OF DIRECTORS FOR THE YEAR 2026
An ordinary resolution will be proposed at the AGM to approve the remuneration of the Directors for the year 2026, details of which are as follows:
(i) the executive Directors will not receive any Director’s fees for their directorship from the Company other than the corresponding remuneration in connection with their management positions and performance in the Company;
(ii) Non-executive Directors (excluding independent non-executive Directors) will not receive remuneration from the Company;
(iii) the independent non-executive Directors will each receive a Director’s fee of RMB80,000 per annum (before tax), which will be paid in equal monthly installments.
Taking into account (i) remuneration arrangement for comparable companies incorporated in the PRC and (ii) the recommendation of the Remuneration Committee, the Board considers the above compensation arrangement is fair and reasonable and in the interest of the Company and its Shareholders as a whole.
The abovementioned resolution will be submitted, by way of ordinary resolution, for the Shareholders’ consideration and approval at the AGM.
VIII. RE-APPOINTMENT OF EXTERNAL AUDITOR FOR THE YEAR 2026
An ordinary resolution will be proposed at the AGM to consider and approve the proposal on re-appointment of auditor for the year 2026.
The audit committee and the Board were of the view that Deloitte Touche Tohmatsu possesses the requisite professional qualifications, professional competence, investor protection capability and integrity, and therefore proposed that Deloitte Touche Tohmatsu be re-appointed as the auditor of the Company for the year 2026, with a term of service commencing from the date of approval at the AGM until the conclusion of the next annual general meeting of the Company.
It is also proposed that the Board be authorised to determine the audit fee of the auditor for the year 2026, subject to a maximum amount of RMB3 million (inclusive of applicable tax). The audit fee of the auditor for the year 2026 will be determined after taking into account, among other things, the complexity of the Group’s business and its business plans, the expected scope of audit, the audit timetable, the qualifications and experience of the proposed auditors, audit resources and expected workload, as well as market rates for the relevant services. The final audit fee may be adjusted if there is a material change in the basis or assumptions on which the estimated audit fee was determined, including any material change in the scope of the audit work or other relevant circumstances arising in the course of the audit.
The aforesaid resolution is hereby proposed at the AGM for consideration and approval.
LETTER FROM THE BOARD
IX. PROPOSED GRANT OF SHARE ISSUANCE MANDATE
In order to enable the Company to issue Shares in a timely and flexible manner in accordance with market conditions and financing needs, the resolution in relation to the proposed grant of the Share Issuance Mandate was considered and approved by the Board. The resolution in relation to the proposed grant of the Share Issuance Mandate will be proposed by way of special resolution for consideration and approval at the AGM, details of which are set out below and in the notice of the AGM contained in this circular.
Pursuant to the Share Issuance Mandate, the total number of Shares, warrants, convertible bonds or options, warrants or similar rights to subscribe for any shares or such convertible bonds (including the sale or transfer of treasury shares) approved, issued, placed, authorized or processed by the Board or the authorized persons during the Relevant Period (as defined below) shall not exceed 20% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of consideration and approval of the resolution in relation to the grant of the Share Issuance Mandate at the AGM.
Despite the aforementioned authorization, where the allotment of Shares in issue would result in a material change in control of the Company, the Board shall obtain prior approval by way of a special resolution at a general meeting before making such allotment.
For the purpose of the Share Issuance Mandate, the "Relevant Period" means the period from the date of passing of the special resolution in relation to the grant of the Share Issuance Mandate at the AGM until whichever is the earliest of:
(i) the date upon which 12 months have elapsed after the date of approval by the Company's AGM;
(ii) the conclusion of the next annual general meeting of the Company after the approval of the Share Issuance Mandate at the AGM; or
(iii) the date on which the Share Issuance Mandate is revoked or varied by a special resolution at any general meeting of the Company.
The Directors wish to state that they have no immediate plan to issue any Shares (including to sell or transfer any treasury shares out of treasury, if any) pursuant to the Share Issuance Mandate.
X. PROPOSED GRANT OF H SHARE REPURCHASE MANDATE
In order to maintain the value of the Company and the interests of the Shareholders and give the Company the flexibility to repurchase Shares if and when appropriate, the resolution in relation to the proposed grant of the H Share Repurchase Mandate was considered and approved by the Board. The resolution in relation to the proposed grant of the H Share Repurchase Mandate will be proposed by way of special resolution for consideration and approval at the AGM, details of which are set out below and in the notice of the AGM contained in this circular.
LETTER FROM THE BOARD
Pursuant to the H Share Repurchase Mandate, the total number of H Shares repurchased by the Company with its self-owned or self-raised funds during the Relevant Period (as defined below) shall not exceed 10% of the total number of H Shares in issue (excluding treasury shares, if any) as at the date of consideration and approval of the resolution in relation to the grant of the H Share Repurchase Mandate at the AGM.
For the purpose of the H Share Repurchase Mandate, the "Relevant Period" means the period from the date of passing of the special resolution in relation to the grant of the H Share Repurchase Mandate at the AGM until whichever is the earliest of:
(i) the date upon which 12 months have elapsed after the date of approval by the Company's AGM;
(ii) the conclusion of the next annual general meeting of the Company after the approval of the H Share Repurchase Mandate at the AGM; or
(iii) the date on which the H Share Repurchase Mandate is revoked or varied by a special resolution at any general meeting of the Company.
The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the H Share Repurchase Mandate.
XI. AGM AND WAY OF VOTING
(1) The AGM
The AGM of the Company will be held at 9 a.m. on 30 June 2026 at No.1 Meeting Room, No.317 Jingkai Street, Jing County Economic and Technological Development Zone, Hengshui, Hebei Province, PRC. Notice convening the AGM is set out on pages AGM-1 to AGM-6 of this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and of the Company (www.haiwei.net).
(2) Close of register of members
To attend and vote at the AGM
For the purpose of ascertaining the H Shareholders' entitlement to attend and vote at the AGM or any adjournment or postponement thereof (as the case may be), the Register of Members will be closed from 25 June 2026 to 30 June 2026 (both days inclusive), during which period no transfer of H Shares will be registered. The H Shareholders whose names appear on the Register of Members on 30 June 2026 are entitled to attend and vote at the AGM.
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LETTER FROM THE BOARD
In order to attend and vote at the AGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Tricor Investor Services Limited, the H Share registrar of the Company, at 17/F, Far East Finance Centre 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on 24 June 2026.
(3) Form of proxy
A form of proxy for use at the AGM is enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and of the Company (www.haiwei.net). Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to (i) the Company's registered office, headquarters and principal place of business in the PRC at Jing County Economic and Technological Development Zone, Hengshui, Hebei Province, PRC (for Unlisted Shares holders) or (ii) the Company's H Share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H Shareholders) as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the AGM or any adjournment thereof if they so wish and in such event, the proxy form shall be deemed to be revoked. For avoidance of doubt, holder of treasury shares, if any, shall abstain from voting on matters that require Shareholders' approval as required under the Listing Rules.
(4) Voting by way of poll
Pursuant to Rule 13.39(4) of the Listing Rules, apart from certain exceptions, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, 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. As the proposed resolutions do not relate purely to a procedural or administrative matter, accordingly, the chairman of the AGM will exercise his power under the Listing Rules to demand each of the resolutions set out in the notice of AGM to be taken by way of poll.
On a poll, every Shareholder present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy, shall have one vote for each share registered in his name in the register. A Shareholder entitled to more than one vote is under no obligation to cast all his votes in the same way.
To the best of the Directors' knowledge, information and belief, none of the Shareholders are required to abstain from voting at the AGM.
The announcement of the poll results of the AGM will be published on the website of the Stock Exchange (https://www.hkexnews.hk) and of the Company (http://www.haiwei.net), respectively, after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
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LETTER FROM THE BOARD
XII. 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 aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
XIII. RECOMMENDATION
The Board considers that the abovementioned resolutions are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of these resolutions to be proposed at the AGM.
By order of the Board
Hebei Haiwei Electronic New Material Technology Co., Ltd.
Song Wenlan
Chairman of the Board
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APPENDIX I
EXPLANATORY STATEMENT
The following is an explanatory statement required by Rule 10.06(1)(b) of the Hong Kong Listing Rules to provide the Shareholders with information reasonably necessary for them to make an informed decision on whether to vote for or against the special resolution to approve the grant the H Share Repurchase Mandate.
- NUMBER OF SHARES PROPOSED TO BE REPURCHASED
As at the Latest Practicable Date, the total number of issued Shares was 160,926,487, comprising 94,692,348 Unlisted Shares and 66,234,139 H Shares.
Subject to the passing of the special resolution in respect of the grant of the H Share Repurchase Mandate, and on the basis that the total number of issued H Shares (i.e. 66,234,139 H Shares) as at the Latest Practicable Date will remain unchanged as at the date of the AGM, the Directors will be authorised to repurchase up to 6,623,413 H Shares pursuant to the H Share Repurchase Mandate during the period when the H Share Repurchase Mandate remains in force, representing 10% of the total number of issued H Shares (excluding treasury shares, if any).
- REASONS FOR SHARE REPURCHASE
Although the Directors have no present intention of exercising the proposed H Share Repurchase Mandate, the Board believes that the granting of the H Share Repurchase Mandate is to maintain the stability of the Company's operations, development and share price, to safeguard and protect the long-term interests of the Shareholders, to promote the maximization of Shareholders' value, to further improve and refine the long-term incentive and talent retention mechanism, and to ensure the sustainable operations and healthy development of the Company. In addition, the H Share Repurchase Mandate will give the Company certain flexibility to repurchase H Shares if and when appropriate.
Repurchase of H Shares will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.
- SOURCE OF FUNDS
In repurchasing H Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the PRC, as the case may be.
The Directors propose that repurchase of H Shares will be financed by the Company's self-owned or self-raised funds (excluding the net proceeds raised from the Global Offering) as and when appropriate.
- IMPACT ON WORKING CAPITAL
As compared with the financial position of the Company as at 31 December 2025 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be any material adverse impact on the working capital and on the gearing position of the Company in the event that the H Share Repurchase Mandate would be exercised in full at any time during the proposed repurchase period.
- I-1 -
APPENDIX I
EXPLANATORY STATEMENT
5. MARKET PRICES OF SHARES
The highest and lowest prices at which the H Shares were traded on the Stock Exchange during each of the calendar months since the Listing Date up to and including the Latest Practicable Date were as follows:
| H Shares | ||
|---|---|---|
| Lowest | Highest | |
| HK$ | HK$ | |
| 2025 | ||
| November (since the Listing Date) | 11.000 | 13.500 |
| December | 9.180 | 11.880 |
| 2026 | ||
| January | 7.730 | 12.660 |
| February | 8.670 | 11.000 |
| March | 7.320 | 9.490 |
| April | 5.560 | 7.960 |
| May | 5.600 | 7.530 |
| June (up to the Latest Practicable Date) | 6.490 | 12.300 |
6. GENERAL
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) has any present intention, in the event that the proposed grant of the H Share Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the proposed grant of the H Share Repurchase Mandate are approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase H Shares pursuant to the H Share Repurchase Mandate and in accordance with the Listing Rules and the applicable laws and regulations of the PRC.
The Company may cancel such repurchased H Shares or hold them as treasury shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
Neither the explanatory statement nor the H Share Repurchase Mandate has any unusual features.
APPENDIX I
EXPLANATORY STATEMENT
7. TAKEOVERS CODE
If on the exercise of the power to repurchase H Shares pursuant to the H Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control on the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge of the Directors, the Controlling Shareholders (comprising Mr. Song Wenlan and entities controlled by him, namely Jing County Haiwei Electronic Financial Management Consulting Co., Ltd. (景縣海偉電子財務管理諮詢有限公司), Jing County Changrui Enterprise Management Consulting Partnership (Limited Partnership) (景縣昌瑞企業管理諮詢合夥企業(有限合夥)), and Jing County Jiake Enterprise Management Consulting Partnership (Limited Partnership) (景縣嘉科企業管理諮詢合夥企業(有限合夥))) hold an aggregate of 95,407,754 Shares, representing approximately 59.29% of the total number of Shares in issue (excluding treasury shares, if any). If the H Share Repurchase Mandate is fully exercised and assuming that no further issuance or repurchase of Shares is made prior to such full exercise, the proportion of the interests of the voting rights held by the Controlling Shareholders in the Company will therefore increase to approximately 61.83% of the total number of Share in issue (excluding treasury shares, if any). To the best knowledge and belief of the Directors, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a consequence of any repurchases pursuant to the H Share Repurchase Mandate.
Save as disclosed above, the Directors are not aware of any consequences which would arise under either or both of the Takeovers Code and any similar applicable law as a result of any repurchase of H Shares pursuant to the H Share Repurchase Mandate.
Further, the Directors do not propose to exercise the H Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
8. SHARE REPURCHASE MADE BY THE COMPANY
The Company had not repurchased any Shares in the six months immediately preceding the Latest Practicable Date.
- I-3 -
APPENDIX II
BIOGRAPHIES OF CANDIDATES FOR DIRECTORS
BIOGRAPHIES OF CANDIDATES FOR DIRECTORS
Candidates for Executive Directors
Mr. Song Wenlan (宋文蘭), aged 47, is the chairman of our Board and an executive Director. He was appointed as a Director on June 20, 2014 and was re-designated as an executive Director on January 24, 2025. Mr. Song is responsible for providing leadership and governance of the Board, key decision making in relation to the operation of the Group, devising the operation and development strategies and overseeing the management of daily operation of the Group.
Mr. Song has approximately 20 years of experience in the capacitor film industry. His family founded our Company in September 2006 and he has been serving as a Director since June 2014. Outside our Group, Mr. Song served as the general manager of Haiwei Petrochemical Co., Ltd. (海偉石化有限公司) from June 2013 to September 2024, and the general manager of Haiwei Transportation from June 1999 to November 2022.
In recognition of Mr. Song's extensive industry experience, achievements and his contribution to local development, he was awarded Model Worker of Hebei Province (河北省勞動模範) and the leading talent of innovation and entrepreneurship team (創新創業團隊領軍人才) under the "Giant Project" (巨人計劃) by the government of Hebei Province in April and December 2014, respectively.
Mr. Song graduated from Dalian University of Technology (大連理工大學) in the PRC majoring in business and enterprise management in January 2013 through distance learning.
As at the Latest Practicable Date, Mr. Song beneficially held 90,653,754 Unlisted Shares and 4,754,000 H Shares in the Company, directly and indirectly through entities controlled by him, namely Jing County Haiwei Electronic Financial Management Consulting Co., Ltd. (景縣海偉電子財務管理諮詢有限公司), Jing County Changrui Enterprise Management Consulting Limited Partnership (景縣昌瑞企業管理諮詢合夥企業(有限合夥)), and Jing County Jiake Enterprise Management Consulting Limited Partnership (景縣嘉科企業管理諮詢合夥企業(有限合夥)).
Mr. Cao Chaozhi (曹朝志), aged 46, is an executive Director and our general manager. He was appointed as a Director and our general manager on January 6, 2023 and was re-designated as an executive Director on January 24, 2025. Mr. Cao is responsible for the overall management and operation and technological research and development of the Group.
Mr. Cao has served as the director of technology and sales since he joined our Group in June 2010 until January 2023, when he was promoted as a Director and our general manager. He has served as an executive director and general manager of Ningguo Haiwei since March 2022, an executive director and manager of Haiwei Technology since November 2022 and a legal representative, executive director and general manager of Zhejiang Haiwei Electronic New Material Co., Ltd. (浙江海偉電子新材料有限公司) since December 2025. Prior to joining our Group, Mr. Cao worked at Haiwei Transportation from July 2002 to May 2010, with his last position as a workshop director.
- II-1 -
APPENDIX II
BIOGRAPHIES OF CANDIDATES FOR DIRECTORS
Mr. Cao has accumulated extensive experience in and understanding of the capacitor film industry. His experience in the industry is testified by his various awards received from governmental organizations and industry associations. For example, Mr. Cao was awarded Skilled Craftsman of Hebei Province (河北省能工巧匠) by various governmental authorities of Hebei Province, including, among others, Hebei Federation of Trade Unions (河北省總工會), Hebei Development and Reform Commission (河北省發展和改革委員會) and Hebei Provincial Department of Science and Technology (河北省科學技術廳) in 2019 and Hebei Province Information Industry and Informatization "Young and Middle-aged High-tech Leading Talents Nomination Award" (河北省信息產業與信息化“中青年高新技術領軍人才提名獎”) by Hebei Province Information Industry and Informatization Association (河北省信息產業與信息化協會) in 2017.
Mr. Cao graduated from Beijing Language and Culture University (北京語言大學) in the PRC majoring in accounting in January 2022 through distance learning.
Mr. Sheng Zhixuan (盛智宜), aged 38, is an executive Director, secretary of our Board, our chief financial officer and one of our joint company secretaries. He was appointed as a Director, the secretary of our Board and our chief financial officer on January 6, 2023 and our joint company secretary on January 21, 2025, and was re-designated as an executive Director on January 24, 2025. Mr. Sheng is responsible for board related matters, corporate finance and the overall financial management and legal and compliance matters of the Group.
Prior to joining our Group, Mr. Sheng served as the chief financial officer of Haiwei Petrochemical Co., Ltd. (海偉石化有限公司) from October 2019 to December 2022, a member of the legal compliance department of Cinda Securities Co., Ltd. (信達證券股份有限公司, 601059.SH) from August 2017 to September 2019, a senior auditor of the Beijing Branch of Deloitte Touche Tohmatsu Certified Public Accountants LLP (德勤華永會計師事務所(特殊普通合夥)北京分所) from January 2015 to July 2017 and an auditor of Zhongxinghua Certified Public Accountants LLP (中興華會計師事務所(特殊普通合夥)) from July 2013 to December 2014.
Mr. Sheng obtained a bachelor's degree and a master's degree in food science and engineering from Jiangnan University (江南大學) in the PRC in June 2010 and June 2013, respectively, and a master's degree in accounting from Renmin University of China (中國人民大學) in the PRC in June 2019. He has also been a member of the Chinese Institute of Certified Public Accountants since April 2019.
Mr. Liu Qingbin (劉慶彬), aged 56, is an executive Director. He was appointed as a Director on January 6, 2023 and re-designated as an executive Director on January 24, 2025. Mr. Liu is responsible for overseeing and providing guidance in the manufacturing process of our Group.
Mr. Liu has more than 25 years of experience in the industrial film industry. He has been serving as the head of our production department since he joined our Group in June 2010 to January 2023. Prior to joining our Group, he served as the workshop electrical supervisor of Haiwei Transportation from August 1999 to May 2010, managing its packaging film workshop.
Mr. Liu graduated from Jing County Longhua Middle School (景縣龍華中學) in the PRC with a high school diploma in July 1992.
- II-2 -
APPENDIX II
BIOGRAPHIES OF CANDIDATES FOR DIRECTORS
Candidate for Non-Executive Director
Ms. Zhong Ying (鐘穎), aged 34, is a non-executive Director. She was appointed as a Director on June 30, 2023 and was re-designated as a non-executive Director on January 24, 2025. Ms. Zhong is responsible for providing advice on the operation and management of the Group, and does not hold any other executive or management roles in our Group.
Outside our Group, Ms. Zhong has been serving as a risk control manager of BYD Auto Industry Company Limited (比亞迪汽車工業有限公司) since May 2022. Previously, she served as a project manager of the Shenzhen Branch of Da Hua Certified Public Accountants LLP (大華會計師事務所(特殊普通合夥)深圳分所) from December 2020 to May 2022, an auditor of Yihua Capital Management Co., Ltd. (宜華資本管理有限公司) from November 2017 to August 2020, and a senior auditor of the Shenzhen Branch of Da Hua Certified Public Accountants LLP from July 2014 to October 2017.
Ms. Zhong obtained a bachelor's degree in international accounting from Jiangxi University of Finance and Economics (江西財經大學) in the PRC in July 2014.
Candidates for Independent Non-executive Directors
Ms. Gu Qun (古群), aged 62, is an independent non-executive Director. She was appointed as an independent non-executive Director on January 24, 2025 with effect from the Listing Date and is responsible for providing independent opinion and judgment to our Board.
Ms. Gu has been serving at China Electronic Components Association (中國電子元件行業協會) for more than 30 years. She has been serving as its executive vice president since August 2023. Previously, she served as the secretary general of China Electronic Components Association from October 2013 to August 2023, its deputy secretary general from October 2009 to October 2013, the director of its information center from June 2001 to October 2013 and its senior engineer from July 1991 to June 2001.
Ms. Gu has also been serving as the chairman of the National Technical Committee for Standardization of Piezoelectric Devices for Frequency Control and Selection (SAC/TC182) (全國頻率控制和選擇用壓電器件標準化技術委員會(SAC/TC182)) since March 2015.
Ms. Gu holds or held independent directorship in several listed companies, including:
- Beijing Yuanliu Hongyuan Electronic Technology Co., Ltd. (北京元六鴻遠電子科技股份有限公司, 603267.SH) since July 2022;
- Shenzhen Sunlord Electronics Co., Ltd. (深圳順絡電子股份有限公司, 002138.SZ) since December 2020;
-
Nantong Jianghai Capacitor Co., Ltd. (南通江海電容器股份有限公司, 002484.SZ) from October 2020 to February 2025;
-
II-3 -
APPENDIX II
BIOGRAPHIES OF CANDIDATES FOR DIRECTORS
- Chaozhou THREE-CIRCLE (GROUP) Co., Ltd. (潮州三環(集團)股份有限公司, 300408.SZ) from May 2017 to June 2023; and
- Changzhou Xiangming Intelligent Drive System Corporation (常州祥明智能動力股份有限公司, 301226.SZ) from May 2016 to April 2023.
Ms. Gu obtained a bachelor’s degree in computer science from Chengdu Institute of Telecommunications Engineering (成都電訊工程學院, now known as the University of Electronic Science and Technology of China (電子科技大學)) in the PRC in July 1986, and a master’s degree in management engineering from Beijing Light Industry Institute (北京輕工業學院, now known as Beijing Technology and Business University (北京工商大學)) in the PRC in October 1991. She was qualified as a senior engineer by the Steering Group on Qualification Title Reform (職稱改革工作領導小組) of the Ministry of Electronics Industry of the PRC (中華人民共和國電子工業部, now known as the Ministry of Industry and Information Technology of the PRC (中華人民共和國工業和信息化部) in November 1996.
Mr. Zhang Hao (張皓), aged 38, is an independent non-executive Director. He was appointed as an independent non-executive Director on January 24, 2025 with effect from the Listing Date and is responsible for providing independent opinion and judgment to our Board.
Mr. Zhang has been serving as the asset management director of the Beijing Branch of New Founder Holdings Development Co., Ltd. (新方正控股發展有限責任公司北京分公司) since February 2024. Previously, he served as a special asset investment director of Ping An Trust Co., Ltd. (平安信託有限責任公司) from May 2021 to January 2024, the assistant to general manager of Zheshang Jinhui Trust Co., Ltd. (浙商金匯信託股份有限公司) from June 2017 to May 2021, a trust manager of Daye Trust Co., Ltd. (大業信託有限責任公司) from October 2015 to June 2017, a project risk management manager of Sino-Australian International Trust Co., Ltd. (華澳國際信託有限公司) from February 2014 to October 2015, and a senior auditor of the Beijing Branch of Deloitte Touche Tohmatsu Certified Public Accountants LLP (德勤華永會計師事務所(特殊普通合夥)北京分所) from September 2011 to January 2014.
Mr. Zhang obtained a bachelor’s degree in international economics and trade from Harbin Institute of Technology (哈爾濱工業大學) in the PRC in July 2010, a master’s degree in banking and finance from Loughborough University in the United Kingdom in December 2011, a master’s degree in business administration from Cornell University in the U.S. in May 2020 and a master’s degree in business administration from Tsinghua University (清華大學) in the PRC in June 2020. Mr. Zhang has been a member of the Chinese Institute of Certified Public Accountants since April 2016 and a Chartered Financial Analyst recognized by the CFA Institute in the U.S. since September 2015. He also received a PRC Legal Professional Qualification Certificate issued by the Ministry of Justice of the PRC (中華人民共和國司法部) in March 2024.
Mr. Yu Qing (于慶), aged 42, is an independent non-executive Director. He was appointed as an independent non-executive Director on January 24, 2025 with effect from the Listing Date and is responsible for providing independent opinion and judgment to our Board.
– II-4 –
APPENDIX II BIOGRAPHIES OF CANDIDATES FOR DIRECTORS
Mr. Yu has been serving as an associate of Beijing Shengchi Law Firm (北京聲馳律師事務所) since June 2021, and worked at Cinda Securities Co., Ltd. (信達證券股份有限公司, 601059.SH) from October 2017 to June 2021. Previously, he worked at the Primary People’s Court of Changping District of Beijing Municipality (北京市昌平區人民法院) from July 2010 to August 2017, with his last position as a judge.
Mr. Yu obtained a bachelor’s degree in laws from Harbin University of Commerce (哈爾濱商業大學) in the PRC in July 2007, and a master’s degree in civil and commercial law from Jilin University (吉林大學) in the PRC in June 2010. Mr. Yu obtained a PRC Legal Professional Qualification Certificate issued by the Ministry of Justice of the People’s Republic of China (中華人民共和國司法部) in February 2009 and has been a practicing PRC lawyer since February 2023.
- II-5 -
NOTICE OF ANNUAL GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
Hebei Haiwei Electronic New Material Technology Co., Ltd.
河北海偉電子新材料科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 09609)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting for the year of 2025 (the "AGM") of Hebei Haiwei Electronic New Material Technology Co., Ltd. (the "Company") will be held at 9 a.m. on 30 June 2026 (or at any adjournment thereof) at No.1 Meeting Room, No.317 Jingkai Street, Jing County Economic and Technological Development Zone, Hengshui, Hebei Province, PRC to consider and, if thought fit, pass the following resolutions. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 9 June 2026 (the "Circular").
ORDINARY RESOLUTIONS
- To consider and approve the report of the Board for the year ended 31 December 2025.
- To consider and approve the audited financial statements and the auditor's report of the Group for the year ended 31 December 2025.
- To consider and approve the annual report of the Company for the year ended 31 December 2025.
- To consider and approve the proposed profit distribution plan of the Company for the year ended 31 December 2025.
- To consider and determine the remuneration of the Directors for the year 2026.
-
To re-appoint Deloitte Touche Tohmatsu as the Company's external auditor for the year 2026, with remuneration not exceeding RMB3 million (inclusive of applicable tax).
-
AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
SPECIAL RESOLUTIONS
- To consider and approve the grant of the Share Issuance Mandate:
"THAT
The Board and the persons authorized by the Board are authorized to solely or concurrently permit, issue, place, authorize and/or handle Shares during the Relevant Period with an aggregate number of Shares, warrants, convertible bonds or options, warrants or similar rights to subscribe for any shares or such convertible bonds (including the sale or transfer of treasury shares) not exceeding 20% of the total number of Shares in issue (excluding the treasury shares, if any) as at the date of consideration and approval of the resolution in relation to the grant of the Share Issuance Mandate at the AGM.
The Board is authorized to deal with matters relating to the issuance of Shares, including but not limited to:
(i) to formulate and implement specific issuance plans, including but not limited to the number and class of Shares to be issued, pricing basis and/or issue price (including any price range), the issue period, target subscribers, use of proceeds and other matters required by applicable laws, regulations and regulatory authorities;
(ii) to approve, execute and procure the execution of all documents and matters considered necessary in connection with the specific issuance, including but not limited to underwriting agreements and other agreements relating to the General Mandate;
(iii) to complete all filing, approval, registration and recordal procedures required by applicable laws and regulations and the requirements of the CSRC, the Stock Exchange and other regulatory authorities in connection with the specific issuance and listing, and to execute all relevant documents;
(iv) to make such amendments to the articles of association relating to the issuance of shares and registered capital as it considers necessary or appropriate, and to handle the relevant filing procedures;
(v) to authorize any one Director of the Company or his/her authorized person(s) to handle the aforesaid matters; and
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
(vi) The Share Issuance Mandate shall be valid from the date of approval at the AGM until the earliest of:
(1) the expiry of 12 months from the date of approval at the AGM of the Company; or
(2) the conclusion of the next annual general meeting of the Company held after the approval of the resolution granting the Shares Issuance Mandate at the AGM; or
(3) the date on which the authorization granted under this resolution is revoked or varied by a special resolution of the shareholders in general meeting.
- To consider and approve the grant of the H Share Repurchase Mandate:
“THAT
The Board is authorized to repurchase H Shares with the Company’s self-owned or self-raised funds during the Relevant Period with an aggregate number of H Shares not exceeding 10% of the total number of H Shares in issue (excluding the treasury shares, if any) as at the date of consideration and approval of the resolution in relation to the grant of the H Share Repurchase Mandate at the AGM.
The Board is authorised to deal with matters relating to the repurchase of H Shares, including but not limited to:
(i) to formulate and implement specific repurchase plans, including but not limited to determining the timing of repurchase, repurchase period, repurchase price, repurchase quantity, to cancel the repurchased shares or hold them as treasury shares upon completion of the H Share repurchase etc.;
(ii) to notify creditors and make announcements in accordance with the PRC Company Law and other laws and regulations, and the Articles of Association;
(iii) to adjust the repurchase plan and continue to handle matters in relation to the repurchase of H Shares in accordance with the relevant PRC regulations, requirements of government departments and securities regulatory authorities, market conditions and the actual operation of the Company in the event that there are new requirements of laws and regulations and securities regulatory authorities on repurchase policies, as well as changes in market conditions, except for matters that are subject to re-voting at the general meeting as required by the relevant laws and regulations and the Articles of Association;
NOTICE OF ANNUAL GENERAL MEETING
(iv) to handle the cancellation of such repurchased shares, reduce the registered capital, amend to the Articles of Association, including the contents in relation to the total share capital and share capital structure, and to complete the relevant registration and filing procedures (if applicable) where it is decided that the repurchased shares shall be cancelled; and
(v) to open foreign stock accounts and handle the corresponding foreign exchange change registration procedures (if applicable);
(vi) to sign and handle such other documents and matters relating to the share repurchase; and
(vii) the Board authorizes any one Director of the Company or any person authorized by such Director to specifically handle the aforesaid matters.
For the purpose of the H Share Repurchase Mandate, the “Relevant Period” means the period from the date of passing of the special resolution in relation to the grant of the H Share Repurchase Mandate at the AGM until whichever is the earliest of:
(1) the expiry of 12 months from the date of approval at the AGM of the Company; or
(2) the conclusion of the next annual general meeting of the Company after the approval of the H Share Repurchase Mandate at the AGM; or
(3) the date on which the H Share Repurchase Mandate is revoked or varied by a special resolution at any general meeting of the Company.
ORDINARY RESOLUTIONS VOTED BY CUMULATIVE VOTING SYSTEM
- To consider and approve the resolutions in relation to the re-election of the following persons as executive Directors and non-executive Director of the second session of the Board:
9.1 Mr. Song Wenlan as an executive Director of the second session of the Board;
9.2 Mr. Cao Chaozhi as an executive Director of the second session of the Board;
9.3 Mr. Sheng Zhixuan as an executive Director of the second session of the Board;
9.4 Mr. Liu Qingbin as an executive Director of the second session of the Board;
9.5 Ms. Zhong Ying as a non-executive Director of the second session of the Board.
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
- To consider and approve the resolutions in relation to the re-election of the following persons as independent non-executive Directors of the second session of the Board:
10.1 Ms. Gu Qun as an independent non-executive Director of the second session of the Board;
10.2 Mr. Zhang Hao as an independent non-executive Director of the second session of the Board; and
10.3 Mr. Yu Qing as an independent non-executive Director of the second session of the Board.
By order of the Board
Hebei Haiwei Electronic New Material Technology Co., Ltd.
Song Wenlan
Chairman of the Board
Hebei, the People's Republic of China
9 June 2026
Notes:
- The Register of Members will be closed during the following periods and during these periods, no transfer of H Shares will be registered.
For the purpose of holding the AGM, the Register of Members will be closed from 25 June 2026 to 30 June 2026 (both days inclusive), during which period no transfer of H Shares will be registered. The H Shareholders whose names appear on the Register of Members on 30 June 2026 are entitled to attend and vote at the AGM.
In order to attend and vote at the AGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Tricor Investor Services Limited, the H Share registrar of the Company, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on 24 June 2026.
-
Each H Shareholder who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies, whether a Shareholder or not, to attend and vote on his/her behalf at the AGM.
-
The form of proxy must be signed by the Shareholder or his/her attorney duly authorised in writing or, in the case of a legal person, must either be executed under its common seal or under the hand of a legal representative or other attorney duly authorised to sign the same. If the form of proxy is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarially certified.
-
To be valid, for H Shareholders, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be delivered to Tricor Investor Services Limited at 17/F, Far East Finance Centre 16 Harcourt Road, Hong Kong, or for Unlisted Shares holders, the Company's registered office, headquarters and principal place of business in the PRC at Economic and Technological Development Zone, Jing County, Hengshui, Hebei Province, the PRC, not less than 24 hours before the time for holding the AGM or any adjournment thereof in order for such documents to be valid.
-
AGM-5 -
NOTICE OF ANNUAL GENERAL MEETING
-
If a proxy attends the AGM on behalf of a Shareholder, he/she should produce his/her identity card and the form of proxy signed by the Shareholder or his/her legal representative or his/her duly authorised attorney, and specify the date of its issuance. If a legal person Shareholder appoints its corporate representative to attend the AGM, such representative should produce his/her identity card and the notarised copy of the resolution passed by the board of directors or other authorities, or other notarised copy of the licence issued by such legal person Shareholder. The form of proxy duly signed and submitted by HKSCC Nominees Limited are deemed to be valid, and it is not necessary for the proxy(ies) appointed by HKSCC Nominees Limited to produce the signed form of proxy when the proxy(ies) attend(s) the AGM. Completion and return of the form of proxy will not preclude a Shareholder from attending in person and voting at the AGM or any adjournment thereof should he/she so wish.
-
Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by way of poll except where the chairman of the meeting, 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. As such, the resolutions set out in the notice of the AGM will be voted on by poll. Results of the poll voting will be published on the websites of the Stock Exchange and the Company after the AGM.
-
Where there are joint registered holders of any share of the Company, only the person whose name stands first on the Register of Members in respect of such share may vote at the AGM, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto.
-
Treasury Shares, if any and registered under the name of the Company, shall have no voting rights as at the general meeting(s) of the Company. For the avoidance of doubt, solely from the perspective of the Listing Rules, the Company shall, upon depositing any Treasury Shares in CCASS, abstain from voting at any its general meeting(s) in relation to those shares.
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The AGM is estimated to last for half a day. Shareholders who attend the AGM in person or by proxy shall bear their own transportation and accommodation expenses.
As at the date of this notice, the Board comprises Mr. Song Wenlan (Chairman), Mr. Cao Chaozhi, Mr. Sheng Zhixuan and Mr. Liu Qingbin being executive Directors, Ms. Zhong Ying being a non-executive Director, and Ms. Gu Qun, Mr. Zhang Hao and Mr. Yu Qing, being independent non-executive Directors.
- AGM-6 -