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Hengxin Technology Ltd. — AGM Information 2026
Apr 29, 2026
49674_rns_2026-04-29_88e89f41-e880-490e-87b1-35c84ccc2472.pdf
AGM Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

HENGXIN TECHNOLOGY LTD.
亨鑫科技有限公司*
(carrying on business in Hong Kong as HX Singapore Ltd.)
(incorporated in Republic of Singapore with limited liability)
(Stock Code: 1085)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of Hengxin Technology Ltd. (the "Company", together with its subsidiaries, the "Group") will be held at Unit 08, 43/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on 29 May 2026 (Friday) at 11:00 a.m. for the following purposes:
AS ORDINARY BUSINESS
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To receive and adopt the Directors' Report of the Company and the Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2025 together with the Auditors' Report prepared in accordance to the International Financial Reporting Standards thereon. (Resolution 1)
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To receive and adopt the Directors' Statement of the Company and the Audited Financial Statements of the Company and the Group for the financial year ended 31 December 2025 together with the Auditors' Report prepared in accordance to the Singapore Financial Reporting Standards (International) and International Financial Reporting Standards thereon. (Resolution 2)
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For identification purpose only
- To re-elect the following Directors of the Company (the “Directors”) retiring pursuant to the Constitution of the Company:
Mr. Cui Wei (Article 89) (Resolution 3)
Mr. Peng Yinan (Article 89) (Resolution 4)
Mr. Lau Fai Lawrence (Article 88) (Resolution 5)
Ms. Lin Ting (Article 88) (Resolution 6)
Mr. Chan Hon Chung Johnny (Article 88) (Resolution 7)
See Explanatory Note (i)
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To approve the payment of Directors’ fees and salary of HK$2,800,000 for the financial year ending 31 December 2026 (2025: HK$3,128,000). (Resolution 8)
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To re-appoint Rongcheng (Hong Kong) CPA Limited as the Hong Kong auditor of the Company to hold office until the next annual general meeting and to authorise the Directors to fix their remuneration. (Resolution 9)
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To re-appoint RSM SG Assurance LLP as the Singapore auditor of the Company to hold office until the next annual general meeting and to authorise the Directors to fix their remuneration. (Resolution 10)
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:
- Adoption of the Proposed Share Issue Mandate (Resolution 11)
That pursuant to Section 161 of the Companies Act 1967 of Singapore (the “Companies Act”), the Company’s Constitution and the Rules Governing the Listing of Securities (the “Hong Kong Listing Rules”) of The Stock Exchange of Hong Kong Limited (the “SEHK”), authority be and is hereby given to the Directors to:
(a) (i) issue or otherwise deal with additional shares (including any sale or transfer of treasury shares in the capital of the Company) in the Company (the “Shares”) whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, the "Instruments") that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and
(b) (notwithstanding that the authority conferred by this Resolution may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while this Resolution is in force,
(the "Proposed Share Issue Mandate"), provided that:
(1) the aggregate number of Shares (including Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution), otherwise than pursuant to (i) a Rights Issue (as defined in Explanatory Note (ii) below); or (ii) an issue of Shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other person of Shares or rights to acquire Shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Constitution of the Company; or (iv) a specific authority granted by the Shareholders of the Company in general meeting, shall not exceed the aggregate of twenty per centum (20%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below);
(2) (subject to such calculation as may be prescribed by the SEHK) for the purpose of determining the aggregate number of Shares and Instruments that may be issued under sub-paragraph (1) above, the percentage of issued Shares and Instruments shall be based on the
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number of issued Shares (excluding treasury shares) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
(a) new Shares arising from the conversion or exercise of the Instruments or any convertible securities;
(b) new Shares arising from exercising share options or vesting of share awards outstanding and subsisting at the time of the passing of this Resolution; and
(c) any subsequent consolidation or subdivision of Shares;
(3) in exercising the Proposed Share Issue Mandate conferred by this Resolution, the Company shall comply with the provisions of the Hong Kong Listing Rules for the time being in force (unless such compliance has been waived by the SEHK) and the Constitution of the Company; and
(4) unless revoked or varied by the Company in a general meeting by ordinary resolution, the Proposed Share Issue Mandate shall continue in force (i) until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier; or (ii) in the case of Shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such Shares in accordance with the terms of the Instruments, whichever is earlier.
See Explanatory Note (ii)
- Adoption of the Proposed Share Purchase Mandate
(Resolution 12)
That for the purposes of Sections 76C and 76E of the Companies Act, the Directors be and are hereby authorised to make purchases or otherwise acquire issued Shares in the capital of the Company from time to time (whether by way of Market Purchases or Off-Market Purchases on an equal access scheme) of up to ten per centum (10%) of the total number of issued Shares (excluding treasury shares) in the capital of the Company (as ascertained as at the date of the AGM) at the price of up to but not exceeding the Maximum Price as defined in paragraph 1.3.4 under Appendix II to the Company's circular dated 29 April 2026 (the "Circular"), in accordance with the paragraph entitled "1.3 Authority and limits of the Proposed Share Purchase Mandate" as set out in Appendix II to the Circular, and this mandate shall, unless revoked or varied by the Company in a general meeting by ordinary resolution, continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier.
See Explanatory Note (iii)
By Order of the Board
Hengxin Technology Ltd.
Lin Yubin, Esther/Chan Ting
Joint Company Secretaries
Hong Kong, 29 April 2026
Explanatory Notes:
(i) Mr. Cui Wei will, upon re-election, remain as a Chairman and Non-Executive Director, a member of the Audit Committee of the Company, a member of the Remuneration Committee of the Company and the Chairman of the Nominating Committee of the Company and he will be considered as non-independent.
Mr. Peng Yinan will, upon re-election, remain as an Executive Director and he will be considered as non-independent.
Mr. Lau Fai Lawrence will, upon re-election, remain as an Executive Director and he will be considered as non-independent.
Ms. Lin Ting will, upon re-election, remain as an Independent Non-Executive Director and a member of each of the Audit Committee, Remuneration Committee and Nominating Committee of the Company and she will be considered as non-independent.
Mr. Chan Hon Chung Johnny will, upon re-election, remain as an Independent Non-Executive Director, the Chairman of the Remuneration Committee of the Company and a member of each of the Audit Committee and Nominating Committee of the Company and he will be considered as independent.
(ii) The Ordinary Resolution 11 above, if passed, will empower the Directors from the date of the AGM until the date of the next annual general meeting of the Company, or the date by which the next annual general meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting by ordinary resolution, whichever is the earlier, to issue Shares, make or grant instruments convertible into Shares and to issue Shares pursuant to such Instruments, up to a number not exceeding the aggregate of twenty per centum (20%) of the issued shares in the capital of the Company as at the date in which the Ordinary Resolution 11 is passed.
For determining the aggregate number of Shares that may be issued, the percentage of issued Shares will be calculated based on the total number of issued Shares (excluding treasury shares) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new Shares arising from the conversion or exercise of the Instruments or any convertible securities, the exercise of share options or the vesting of share awards outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent consolidation or subdivision of Shares.
For the purpose of this Resolution,
(a) “Rights Issue” means an offer of Shares of the Company or issue of options, warrants or other securities giving the right to subscribe for Shares of the Company, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares (or, where appropriate, such other securities) (subject in all cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).
(b) Any reference to a/an issue, grant or offer of, or dealing in, shares of the Company shall include the sale or transfer of treasury shares in the capital of the Company (to, amongst others, satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Hong Kong Listing Rules and applicable laws and regulations.
Further, in respect of the Resolution 11 above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company or sell or transfer any treasury shares pursuant thereto. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Hong Kong Listing Rules.
(iii) The Ordinary Resolution 12 above, if passed, will empower the Directors from the date of the AGM until the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier, to purchase or acquire ordinary Shares of the Company by way of Market Purchases or Off-Market Purchases on an equal access scheme of up to ten per centum (10%) of the total number of issued Shares (excluding treasury shares) at the Maximum Price as defined under paragraph 1.3.4 under Appendix II to the Circular, unless this mandate is varied or revoked by the Company in a general meeting by ordinary resolution. The rationale for, the authority and limitation on, the sources of funds to be used for the purchase or
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acquisition including the amount of financing and the financial effects of the purchase or acquisition of Shares by the Company pursuant to the Proposed Share Purchase Mandate are set out in details in the Circular.
IMPORTANT: Notwithstanding the passing of the Ordinary Resolution Nos. 11 and 12, the Company shall from time to time comply with the relevant requirements under the Hong Kong Listing Rules in relation to issuance of securities, repurchase of Shares and issuance of Shares under the Proposed Share Issue Mandate and/or the Proposed Share Purchase Mandate.
Notes:
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A member of the Company (the "Member") entitled to attend and vote at the AGM is entitled to appoint proxy(ies) to attend and vote in his/her stead. A proxy need not be a Member. Where a Member appoints more than one (1) proxy, the Member shall specify the proportion of his/her Shares to be represented by each such proxy, failing which the nomination shall be deemed to be alternative.
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In order to be valid, the instrument appointing a proxy, and if the instrument appointing a proxy is signed by an attorney, the letter or power of attorney or a duly certified copy thereof, must be deposited at the Company's Principal Share Registrar in Singapore, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632 (for Shareholders registered in Singapore), or at the office of the Company's Branch Share Registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong (for Shareholders registered in Hong Kong) as soon as possible and in any event not later than forty-eight (48) hours before the time appointed for holding the AGM (or at any adjournment thereof).
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If the Member is a corporation, the instrument appointing a proxy must be executed under the common seal or the hand of its duly authorised officer or attorney.
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The Principal Share Registrar and Branch Share Registrar of the Company will be closed from 26 May 2026 (Tuesday) to 29 May 2026 (Friday) (both days inclusive), during which no transfer of Shares will be registered during the specified period. The record date for determining the eligibility of the Members for attending and voting at the AGM is 29 May 2026 (Friday). In order to qualify for attending the AGM, all transfer of Shares accompanied by the relevant share certificate(s) and transfer form(s) must be lodged with the Company's Principal Share Registrar in Singapore, Boardroom Corporate & Advisory Services Pte. Ltd., at 1 Harbourfront Avenue, Keppel Bay Tower #14-07, Singapore 098632 (for Shareholders registered in Singapore), or at the office of the Company's Branch Share Registrar in Hong Kong, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong (for Shareholders registered in Hong Kong) not later than 4:30 p.m. on 22 May 2026 (Friday). Any removal of Shares from the Company's Principal Share Registrar in Singapore to the Branch Share Registrar in Hong Kong for the purpose of attending the AGM shall be made not later than 4:30 p.m. on 15 May 2026 (Friday).
As at the date of this notice, the executive directors of the Company are Mr. Peng Yinan and Mr. Lau Fai Lawrence; the non-executive directors of the Company are Mr. Cui Wei, Mr. Tao Shunxiao and Mr. Zeng Guowei; and the independent non-executive directors of the Company are Mr. Qian Ziyan, Ms. Lin Ting and Mr. Chan Hon Chung Johnny.
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