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Hengxin Technology Ltd. Proxy Solicitation & Information Statement 2025

Dec 31, 2025

49674_rns_2025-12-31_3278f0fd-b0e2-445b-83c4-f3f849cc6b20.pdf

Proxy Solicitation & Information Statement

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HENGXIN TECHNOLOGY 专鑫科技

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)

PROXY FORM

(Please see notes overleaf before completing this proxy form)

I/We¹ _________ (Name)

of _________ (Address)

being a Member/Members of HENGXIN TECHNOLOGY LTD. (the "Company"), and the registered holder(s) of _________ shares² in the capital of the Company, hereby appoint THE CHAIRMAN OF THE MEETING, or failing him³:

Name Address No. of Shares

and/or (delete as appropriate)

Name Address No. of Shares

as my/our proxy/proxies to vote for me/us on my/our behalf at the extraordinary general meeting (the "Meeting") of the Company to be held at Unit 08, 43/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Tuesday, 20 January 2026 at Unit 08, 43/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong at 11:00 a.m. and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the Resolution proposed at the Meeting as indicated in the table hereunder. If no specific instruction as to voting is given or in the event of any other matters arising at the Meeting and at any adjournment thereof, the proxy/proxies will vote or abstain from voting at *his/her/their discretion.

Ordinary resolution⁵ By way of poll⁴
For Against
To (i) approve, confirm and ratify the Equity Transfer Agreement dated 7 December 2025 entered into between the Group, as vendor, Hengtong Group, as purchaser, and the Target Company, (a copy of which has been produced at the Meeting and marked “A”, and initialed by the chairman of the Meeting for identification purpose); the Supplemental Agreement dated 30 December 2025 entered into between the Group, as vendor, Hengtong Group, as purchaser, and the Target Company, (a copy of which has been produced at the Meeting and marked “B”, and initialed by the chairman of the Meeting for identification purpose) and the transactions contemplated thereunder; and (ii) approve, ratify and confirm the authorisation to any one director of the Company on behalf of the Company, among other things, to sign, seal, execute and deliver all such documents as he/she may consider necessary, desirable or expedient for the purpose of or in connection with or to give effect to the Equity Transfer Agreement, the Supplemental Agreement and the transactions contemplated thereby, and to waive compliance from or agree and make such amendments of non-material nature to the terms of any of the Equity Transfer Agreement (as amended and supplemented by the Supplemental Agreement) that he/she may in his/her discretion consider to be desirable and in the interests of the Company and its shareholders as a whole.

Dated this __ day of __ 20 ___

_______ Signature(s) of Shareholder(s)⁶

For identification purpose only

  • Delete where applicable

IMPORTANT: PLEASE READ THE NOTES ON THE REVERSE SIDE CAREFULLY BEFORE COMPLETING THIS PROXY FORM

NOTES TO PROXY FORM:

  1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.
  2. Please insert the number of shares of the Company registered in your name(s) and to which the proxy relates. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s).
  3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. A member of the Company (the “Member”) shall be entitled to appoint no more than two proxies to attend and vote at the Meeting. A proxy need not be a Member. Where a Member appoints more than one proxy, the Member shall specify the proportion of his/her/their shares to be represented by each such proxy, failing which the nomination shall be deemed to be alternative.
  4. Please note that if you would like to vote for a resolution, please put a ☐ in the “For” column. If you would like to vote against a resolution, please put a ☐ in the “Against” column. If you would like to vote in respect of some of the shares represented by the proxy/proxies appointed, please insert the number of shares instead of a ☐. If no ☐ or a number of shares is put in any column, the proxy/proxies is/are authorised to vote at his/her/their discretion.
  5. The full descriptions of the ordinary resolution proposed to be considered and approved at the Meeting are set out in the notice of the Meeting dated 31 December 2025, which can be viewed and downloaded from www.hkexnews.hk or www.hengxin.com.sg.
  6. This proxy form, in the case of an individual Member, shall be signed by the Member or his/her attorney duly authorised in writing, or in the case of a Member which is a corporation, shall be either executed under its common seal or signed on its behalf by an attorney duly authorised in writing or a duly authorised officer of the corporation. In the case of joint holders of any share of the Company, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s).
  7. To be valid, this proxy form, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially 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 Branch Share Registrar of the Company 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 the holding of the Meeting (or at any adjournment thereof).
  8. A proxy need not be a Member but must attend the Meeting in person to represent you.
  9. Completion and delivery of this proxy form will not preclude you from attending and voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a Member attends the Meeting in person, and in such event, the Company reserves the right to refuse to admit any person or persons appointed under this proxy form to the Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the “Purposes”). The Company may transfer your and your proxy's (or proxies') name(s) and address(es) to its agent, contractor, or third-party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant to the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company or the Privacy Compliance Officer of Boardroom Share Registrars (HK) Limited at the above address.