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Hi Sun Technology (China) Limited Proxy Solicitation & Information Statement 2026

Apr 16, 2026

49486_rns_2026-04-15_169f9b1d-4a84-447e-ab36-8cfd60b6a47d.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hi Sun Technology (China) Limited (the "Company"), you should at once hand this circular and the Annual Report 2025 with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker 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.

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HI SUN TECHNOLOGY (CHINA) LIMITED

高陽科技(中國)有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 818)

GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Room 2515, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Wednesday, 20 May 2026 at 11:30 a.m. is set out on pages 18 to 23 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are encouraged to appoint the Chairman of the Annual General Meeting as your proxy by completing the proxy form in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish.

  • For identification purpose only

Hong Kong, 16 April 2026


CONTENTS

Page

Definitions 1

Letter from the Board

  1. Introduction 4
  2. General mandate to issue Shares 5
  3. General mandate to repurchase Shares 5
  4. Re-election of retiring Directors 6
  5. Annual General Meeting 7
  6. Action to be taken 7
  7. Voting by way of poll at the Annual General Meeting 7
  8. Recommendation 8
  9. General information 8

Appendix I - Explanatory statement on the Share Repurchase Mandate 9

Appendix II - Particulars of retiring Directors proposed for re-election 13

Notice of Annual General Meeting 18


DEFINITIONS

In this circular other than the Annual General Meeting Notice, unless the context otherwise requires, the following expressions shall have the following respective meanings:

"Annual General Meeting"
the annual general meeting of the Company to be held on Wednesday, 20 May 2026 at 11:30 a.m., or any adjournment thereof (as the case may be) at Room 2515, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong

"Annual General Meeting Notice"
the notice dated 10 April 2026 convening the Annual General Meeting as set out on pages 18 to 23 of this circular

"Annual Report 2025"
the annual report of the Company for the year ended 31 December 2025

"Board"
the board of Directors

"Bye-laws"
the bye-laws of the Company

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC

"Company"
Hi Sun Technology (China) Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

"Directors"
the directors of the Company

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"HKSCC"
the Hong Kong Securities Clearing Company Limited

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date"
10 April 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion herein

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

  • 1 -

DEFINITIONS

“Nomination Committee” the nomination committee of the Board
“Ordinary Resolution(s)” the proposed ordinary resolution(s) as referred to in the Annual General Meeting Notice
“PRC” the People’s Republic of China, and for the purpose of this circular excluding Hong Kong, Taiwan and the Macau Special Administrative Region
“Remuneration Committee” the remuneration committee of the Board
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Share(s)” the share(s) in the share capital of the Company, including Treasury Shares (if any)
“Shareholder(s)” the holder(s) of the Share(s)
“Share Issue Mandate” the general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to allot, issue and deal with additional Shares (including any sale or transfer of Treasury Shares (if any)) up to 20% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of the passing of the relevant resolution approving the general mandate
“Share Repurchase Mandate” the general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to repurchase Shares not exceeding 10% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of passing of the relevant resolution approving the general mandate
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Takeovers Code” the Code on Takeovers and Mergers published by the Securities and Futures Commission of Hong Kong
  • 2 -

DEFINITIONS

“Treasury Shares”

Shares repurchased and held by the Company in treasury (which, for the purpose of the Listing Rules, include Shares repurchased by the Company and held or deposited in CCASS for sale on the Stock Exchange)

“%”

per cent

  • 3 -

LETTER FROM THE BOARD

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HI SUN TECHNOLOGY (CHINA) LIMITED

高陽科技(中國)有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 818)

Executive Directors:
Mr. XU Wensheng (Chairman)
Mr. KUI Man Chun (Chief Executive Officer)
Mr. LI Wenjin
Mr. XU Changjun
Ms. HUI Lok Yan

Independent Non-Executive Directors:
Mr. TAM Chun Fai
Mr. LEUNG Wai Man, Roger
Mr. XU Sitao

Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda

Head Office and Principal Place of Business:
Room 2515, 25th Floor
Sun Hung Kai Centre
30 Harbour Road
Wanchai
Hong Kong

16 April 2026

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information relating to the Ordinary Resolutions to be proposed at the Annual General Meeting for, inter alia, (i) the granting of the Share Issue Mandate; (ii) the granting of the Share Repurchase Mandate; and (iii) the re-election of the retiring Directors.

  • For identification purpose only

LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, to grant a general and unconditional mandate to the Directors to exercise all powers of the Company to allot, issue and deal with additional Shares (including any sale or transfer of Treasury Shares (if any), if permitted under the Listing Rules) not exceeding an aggregate of 20% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of passing of the resolution approving the Share Issue Mandate which, if passed, shall be a maximum of 555,366,767 Shares (or such number of Shares as would represent 20% of the total number of Shares in issue (excluding Treasury Shares (if any)) at the Annual General Meeting should there be any change in the total number of Shares in issue (excluding Treasury Shares (if any)) prior to the Annual General Meeting).

3. GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, to grant a general and unconditional mandate to the Directors to exercise all powers of the Company to repurchase issued and fully paid Shares not exceeding 10% of the total number of Shares in issue (excluding Treasury Shares (if any)) as at the date of passing of the resolution approving the Share Repurchase Mandate which, if passed, shall be a maximum of 277,683,383 Shares (or such other number of Shares as would represent 10% of the total number of Shares in issue (excluding Treasury Shares (if any)) at the Annual General Meeting should there be any change in the total number of Shares in issue (excluding Treasury Shares (if any)) prior to the Annual General Meeting).

Both the Share Issue Mandate and the Share Repurchase Mandate, if approved, shall expire upon the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiry of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held, and (iii) the date upon which such authority given under the Share Issue Mandate or Share Repurchase Mandate (as the case maybe) is revoked or varied by an ordinary resolution of the Shareholders.

Further details of the Share Issue Mandate and Share Repurchase Mandate are set out in Ordinary Resolutions No. 8 and No. 9 in the Annual General Meeting Notice respectively. Ordinary Resolution No. 10 will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the aggregate number of Shares which may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to the Share Issue Mandate the number of Shares repurchased pursuant to the Share Repurchase Mandate, if granted.

An explanatory statement containing all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution for approving the Share Repurchase Mandate, is set out in Appendix I to this circular. The Company confirms that neither the said explanatory statement nor the Share Repurchase Mandate has any unusual features.

  • 5 -

LETTER FROM THE BOARD

4. RE-ELECTION OF RETIRING DIRECTORS

In accordance with bye-law 87 of the Bye-laws, Mr. Xu Wensheng, Mr. Tam Chun Fai and Mr. Leung Wai Man, Roger will retire from office as Directors by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election.

In accordance with bye-law 86 (2) of the Bye-laws, Mr. Xu Sitao, who was appointed as an Executive Director by the Board on 3 October 2025, will hold office until and, being eligible, offer himself for re-election at the Annual General Meeting.

The Nomination Committee, having reviewed and assessed the independence of Mr. Tam Chun Fai and Mr. Leung Wai Man, Roger, the retiring independent non-executive Directors, has formed the view that each of them remains independent despite they had served more than nine years, having regard to the board independence evaluation mechanism of the Company and the independence criteria set out in Rule 3.13 of the Listing Rules, taking into account, among others, their ability to exercise independent judgment in relation to the Company's affairs and their annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules provided to the Company.

The Nomination Committee has also considered the nomination of Mr. Xu Wensheng, Mr. Tam Chun Fai, Mr. Leung Wai Man, Roger and Mr. Xu Sitao for re-election at the Annual General Meeting in accordance with the Company's needs, nomination policy and board diversity policy, taking into account a number of considerations (including, but not limited to, their respective perspectives, skills, knowledge, experience and the Board's composition and size), and recommended all of them to stand for re-election at the Annual General Meeting.

The Board, having considered the recommendation of the Nomination Committee, believes that the invaluable knowledge and experience of the aforesaid Directors will continue to be of significant benefit to the Company and the aforesaid Directors will be able to continue to fulfil their roles as required. Accordingly, the Board accepts the nomination by the Nomination Committee and recommends all of them to stand for re-election at the Annual General Meeting.

Further details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

  • 6 -

LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting to be held on Wednesday, 20 May 2026 at 11:30 a.m. is set out on pages 18 to 23 of this circular. At the Annual General Meeting, Ordinary Resolutions will be proposed to approve, inter alia, the granting of the Share Issue Mandate and the Share Repurchase Mandate to the Directors, the extension of the Share Issue Mandate to any Shares to be repurchased under the Share Repurchase Mandate and the re-election of the retiring Directors.

To the best of the Directors' knowledge, information and belief having made all reasonable enquires, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting under the Listing Rules.

6. ACTION TO BE TAKEN

The proxy form is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hisun.com.hk). If you are a non-registered Shareholder, you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting. Completion and delivery of the proxy form will not preclude Shareholders from attending and voting in person at the Annual General Meeting. In the event that you attend and vote at the Annual General Meeting after having lodged a proxy form, your returned proxy form will be deemed to have been revoked by operation of law.

7. VOTING BY WAY OF POLL AT THE ANNUAL GENERAL MEETING

Rule 13.39(4) of the Listing Rules requires that all votes of shareholders at a general meeting must be taken by poll except where, in the case of a meeting, 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. The Chairman of the Annual General Meeting will put each of the proposed resolutions set out in the Annual General Meeting Notice to be voted on by way of poll at the Annual General Meeting pursuant to bye-law 66 of the Bye-laws and the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hisun.com.hk) after the conclusion of the Annual General Meeting pursuant to the Listing Rules.


LETTER FROM THE BOARD

8. RECOMMENDATION

The Directors consider that the granting of the Share Issue Mandate and the Share Repurchase Mandate, the extension of the Share Issue Mandate to any Shares to be repurchased under the Share Repurchase Mandate and the re-election of the retiring Directors are in the interests of the Company and Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions as set out in the Annual General Meeting Notice.

9. GENERAL INFORMATION

If Shareholders have any question on the arrangements of the Annual General Meeting, please contact Tricor Investor Services Limited, the Company's Hong Kong branch share registrar from 9:00 a.m. to 5:00 p.m. (Monday to Friday, excluding Hong Kong public holidays), as follows:

Tricor Investor Services Limited
Address: 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong
Email: [email protected]
Telephone: (852) 2980 1333

If Shareholders have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, please contact our investor relations department as follows:

Investor Relations
Email: [email protected]
Tel: (852) 2588 8841
Fax: (852) 2802 3300

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully,
By Order of the Board
Hi Sun Technology (China) Limited
Hui Lok Yan
Executive Director and Company Secretary

  • 8 -

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

The following is the explanatory statement required by the Listing Rules to provide requisite information to the Shareholders for consideration of the proposal to approve the Share Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue is 2,776,833,835, and the Company does not hold any Treasury Shares, nor has it deposited any Treasury Shares in CCASS for sale on the Stock Exchange. Subject to the passing of Ordinary Resolution No. 8 approving the Shares Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Directors will be authorized under the Share Repurchase Mandate to repurchase a maximum of 277,683,383 Shares, being 10% of the total number of the issued Shares (excluding Treasury Shares (if any)) as at the date of passing Ordinary Resolution No. 9, from the date of the approval up to the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiry of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held, and (iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders in a general meeting.

REASONS FOR REPURCHASE

The Directors believe that it is in the interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Directors to repurchase Shares. The Directors believe that the Share Repurchase Mandate would give the Company additional flexibility where the situation warrants the repurchase of Shares.

Shares repurchased by the Company pursuant to the Share Repurchase Mandate may be cancelled and/or held as Treasury Shares (to the extent permitted under Bermuda laws), subject to market conditions and the Group's capital management needs at the relevant time of repurchases. Shares repurchased by the Company and held as Treasury Shares may be resold on the market at full market prices as a means of fund raising or used for other purposes as allowed under Listing Rules, the applicable laws and regulations of the Bermuda, the memorandum of association of the Company and the Bye-laws.

Such repurchases may, depending on market conditions and funding arrangements at the time, result in an enhancement of the Company's net asset value and/or earnings per Share and repurchases will only be made in circumstances which the Directors believe are appropriate and for the benefit of the Company and the Shareholders as a whole.


APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

FUNDING OF REPURCHASE

Repurchases must be made out of funds which are legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws and the laws of Bermuda. It is envisaged that the funds required for any repurchase would be derived from the distributable profits, the share premium and/or contributed surplus, if any, of the Company.

In the event that the power to repurchase Shares pursuant to the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period, there could be material adverse impact on the working capital or gearing position of the Company (as compared with the position as disclosed in the audited financial statements for the year ended 31 December 2025 contained in the Company's Annual Report 2025). However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing level of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the Listing Rules) currently intends to sell their Shares to the Company in the event that the Share Repurchase Mandate is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Share Repurchase Mandate is approved by the Shareholders.

EXERCISE OF REPURCHASE POWER

The Directors will exercise the powers of the Company to make repurchases pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

EFFECT OF THE TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the 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. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

  • 10 -

APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any repurchases made under the Share Repurchase Mandate. The Directors have no intention to exercise the Share Repurchase Mandate to such an extent that the public shareholding of the Company would be reduced to less than 25% of the issued Shares (excluding Treasury Shares, if any).

SHARE REPURCHASE MADE BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months before the Latest Practicable Date were as follows:

Months Share prices (per Share)
Lowest HK$ Highest HK$
2025
April 0.305 0.380
May 0.310 0.450
June 0.400 0.600
July 0.450 0.560
August 0.485 0.570
September 0.490 0.530
October 0.510 0.730
November 0.490 0.590
December 0.470 0.500
2026
January 0.475 0.540
February 0.465 0.520
March 0.410 0.480
April (up to the Latest Practicable Date) 0.410 0.445

NO UNUSUAL FEATURE

The Directors confirm neither this explanatory statement nor the Share Repurchase Mandate has any unusual features.


APPENDIX I

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

GENERAL

The Company may cancel repurchased Shares or hold them as Treasury Shares (to the extent permitted under Bermuda laws), subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.

For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws and regulations if those Shares were registered in the Company's own name as Treasury Shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to HKSCC to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions.

  • 12 -

APPENDIX II

PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting:

Xu Wensheng

Mr. Xu Wensheng (“Mr. Xu WS”), age 57, is the Chairman and an Executive Director of the Company and a director of certain subsidiaries of the Company. He graduated from the Dalian University of Technology with a bachelor’s degree in computer science and engineering and has extensive experience in computer systems integration of the financial industry. Mr. Xu WS is also a director of Hi Sun Limited (“HSL”), a substantial shareholder of the Company. Prior to joining the Group in 2003, Mr. Xu WS was the president of a system integration company.

Save as disclosed above, Mr. Xu WS does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders. As at the Latest Practicable Date, Mr. Xu WS holds 11,966,000 Shares, representing approximately 0.43% of the Shares of the Company in issue.

The service agreement between the Company and Mr. Xu WS was entered into for an initial term of 1 year commencing on 1 April 2026 and shall continue thereafter by mutual agreement, subject to retirement and re-election in accordance with the Bye-laws and the Listing Rules that every Director shall retire by rotation at least once every 3 years, re-election at the Annual General Meeting, unless and until terminated by in accordance with the terms and conditions of the service agreement. Pursuant to the service agreement, Mr. Xu WS is entitled to (i) an annual Director’s salary of HK$6,000,000, which is determined by the Board as recommended by the Remuneration Committee with reference to his duties and responsibilities and market conditions, with the authority granted by the Shareholders at annual general meeting; (ii) discretionary bonus payments, the amount of which is recommended by the Remuneration Committee and determined by the Board at its absolute discretion; (iii) retirement scheme contribution; and (iv) other benefits, such as participating in the Group’s share option, share award or other equity award or subscription schemes which may be adopted from time to time at the sole discretion of the Board. For the year ended 31 December 2025, Mr. Xu WS received a total of approximately HK$32,759,114 under the service agreement with the Company.

  • 13 -

APPENDIX II

PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Tam Chun Fai

Mr. Tam Chun Fai (“Mr. Tam”), age 63, is an Independent Non-Executive Director. He graduated from the Hong Kong Polytechnic University with a bachelor of arts degree in accountancy. Mr. Tam is a member of Hong Kong Institute of Certified Public Accountants and a member of Chartered Financial Analyst and has over 34 years of experience in auditing, corporate advisory services as well as financial management and compliance work. Mr. Tam was an executive director of Beijing Enterprises Holdings Limited, a company listed on the Stock Exchange, until 1 January 2025, and is currently an independent non-executive director of KWG Group Holdings Limited (“KWG”), a company listed on the Stock Exchange. He joined the Group in 2004.

Mr. Tam does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.

Mr. Tam has entered into a service agreement with the Company as an independent non-executive Director for a term of 1 year commencing 19 April 2025, subject to rotation and re-election in accordance with Bye-laws and the Listing Rules that every Director shall retire by rotation at least once every 3 years, re-election at the Annual General Meeting and unless and until terminated in accordance with the terms and conditions of the service agreement. Pursuant to the service agreement, Mr. Tam is entitled to (i) an annual Director’s fee of HK$300,000, which is determined by the Board as recommended by the Remuneration Committee with reference to his duties, responsibilities and market conditions, with the authority granted by the Shareholders at annual general meeting; (ii) discretionary bonus payments, the amount of which is recommended by the Remuneration Committee and determined by the Board at its absolute discretion; and (iii) participating in the Group’s share option, share award or other equity award or subscription schemes which may be adopted from time to time at the sole discretion of the Board. For the year ended 31 December 2025, Mr. Tam received a total of approximately HK$650,000 under the service agreement with the Company.

Reference is made to the statement of disciplinary action dated 11 November 2025 published by the Stock Exchange in relation to the public censure made against KWG, its former company secretary and authorised representative and its relevant directors (the “Relevant Directors of KWG”), including Mr. Tam. Mr. Tam is an independent non-executive director of KWG, the chairman of each of the audit committee and remuneration committee and a member of the nomination committee of the board of directors of KWG. The Listing Committee of the Stock Exchange (the “Listing Committee”) found that, among others, the Relevant Directors of KWG (including Mr. Tam) breached Rules 3.08 and 3.09B(2) of the Listing Rules as they failed to exercise reasonable skill, care and diligence in the discharge of their directors’ duties and use their best endeavours to procure KWG’s compliance with the Listing Rules in respect of the despatch of the circular by the extended deadline and to provide information in response to the Stock Exchange’s enquiries. The former company secretary and authorised representative and the Relevant Directors of KWG (including Mr. Tam) have been directed by the Listing Committee to attend 18

  • 14 -

APPENDIX II

PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

hours of training on regulatory and legal topics and Listing Rule compliance, including at least three hours on each of (a) directors' duties; (b) the Corporate Governance Code; and (c) the Chapter 14 requirements, within 90 days. For further details, please refer to the Company's announcement dated 12 November 2025.

Leung Wai Man, Roger

Mr. Leung Wai Man, Roger ("Mr. Leung"), age 69, is an Independent Non-Executive Director. He obtained a bachelor's degree in law and a postgraduate certificate in laws from the University of Hong Kong. He also obtained a Juris Doctor degree from the University of Western Ontario, Canada. Mr. Leung has been a practicing solicitor in Hong Kong since 1984. He was a partner of the law firm, Messrs Foo, Leung & Yeung. He now serves as senior consultant at the law firm Messrs. Siao, Wen and Leung. He was also admitted as a solicitor in England and Wales and as a barrister, solicitor and notary public in Ontario, Canada. Mr. Leung has extensive working experience in law both in Hong Kong and Canada. He served as a member of the Inland Revenue Board of Review from 1997 to 2005 and has been appointed as a China-appointed Attesting Officer since January 2003. Mr. Leung was an independent executive director of UBTECH ROBOTICS CORP LTD, a company listed on the Stock Exchange, until 27 June 2025, and is currently an independent non-executive director of China Boton Group Company Limited, a company listed on the Stock Exchange. He joined the Group in 2004.

Mr. Leung does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.

Mr. Leung has entered into a service agreement with the Company as an independent non executive Director for a term of 1 year commencing 19 April 2025, subject to rotation and re-election in accordance with Bye-laws and the Listing Rules that every Director shall retire by rotation at least once every 3 years, re-election at the Annual General Meeting and unless and until terminated in accordance with the terms and conditions of the service agreement. Pursuant to the service agreement, Mr. Leung is entitled to (i) an annual Director's fee of HK$300,000, which is determined by the Board as recommended by the Remuneration Committee with reference to his duties, responsibilities and market conditions, with the authority granted by the Shareholders at annual general meeting; (ii) discretionary bonus payments, the amount of which is recommended by the Remuneration Committee and determined by the Board at its absolute discretion; and (iii) participating in the Group's share option, share award or other equity award or subscription schemes which may be adopted from time to time at the sole discretion of the Board. For the year ended 31 December 2025, Mr. Leung received a total of approximately HK$650,000 under the service agreement with the Company.

  • 15 -

APPENDIX II

PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Xu Sitao

Mr. Xu Sitao (“Mr. Xu”), age 62, is an Independent Non-Executive Director of the Company. He graduated from the Peking University with a bachelor of arts degree in economics, and holds a master of arts degree in economics from the University of Connecticut. He also obtained a master of science degree in finance from the Boston College. Mr. Xu has served as the Chief Economist of Deloitte China since July 2014. He was also a partner of Deloitte China from July 2014 until he retired from partnership in May 2025. Prior to joining Deloitte, Mr. Xu was the Chief Representative of China of the Economist Group and a director of Advisory Services (China) of the Economist Intelligence Unit from 2004 to 2014. Before that, he was a Senior Economist at Industrial and Commercial Bank of China (Asia) Limited from May 2003 to May 2004, and served as the Chief Asian Economist at Societe Generale from September 2000 to November 2002. Between 1996 and 2000, he was a Regional Treasury Economist at Standard Chartered Bank. Prior to that, he was an Emerging Asia Economist of Standard & Poor’s MMS International in Singapore. Mr. Xu previously served as an independent non-executive Director of the Company from 2001 to 2016 and rejoined the Company in 2025.

Mr. Xu does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company.

Mr. Xu has entered into a service agreement with the Company as an independent non executive Director for a period from 3 October 2025 to 18 April 2026, subject to rotation and re-election in accordance with Bye-laws and the Listing Rules that every Director shall retire by rotation at least once every 3 years, re-election at the Annual General Meeting and unless and until terminated in accordance with the terms and conditions of the service agreement. Pursuant to the service agreement, Mr. Xu is entitled to (i) an annual Director’s fee of HK$300,000, which is determined by the Board as recommended by the Remuneration Committee with reference to his duties, responsibilities and market conditions, with the authority granted by the Shareholders at annual general meeting; (ii) discretionary bonus payments, the amount of which is recommended by the Remuneration Committee and determined by the Board at its absolute discretion; and (iii) participating in the Group’s share option, share award or other equity award or subscription schemes which may be adopted from time to time at the sole discretion of the Board. For the year ended 31 December 2025, Mr. Xu received a total of approximately HK$173,370 under the service agreement with the Company.

Each of Mr. Xu WS, Mr. Tam, Mr. Leung and Mr. Xu, being eligible, offer himself for re-election at the Annual General Meeting in accordance with the Bye-laws, Listing Rules and the applicable laws.


APPENDIX II

PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, none of the Directors standing for re-election has, and is not deemed to have, any other interests or short positions in any shares, underlying shares or debentures of the Company within the meaning of Part XV of the SFO. The Board is not aware of any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of the aforesaid Directors.

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NOTICE OF ANNUAL GENERAL MEETING

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HI SUN TECHNOLOGY (CHINA) LIMITED

高陽科技(中國)有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 818)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Hi Sun Technology (China) Limited (the "Company") will be held on Wednesday, 20 May 2026 at 11:30 a.m. or any adjournment thereof (as the case may be) at Room 2515, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong (the "Annual General Meeting") for the following purposes:

  1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the "Directors") and the auditor of the Company for the year ended 31 December 2025;
  2. To re-elect Mr. Xu Wensheng as a Director;
  3. To re-elect Mr. Tam Chun Fai as a Director;
  4. To re-elect Mr. Leung Wai Man, Roger as a Director;
  5. To re-elect Mr. Xu Sitao as a Director;
  6. To authorise the Board of Directors to fix the remuneration of the Directors;
  7. To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorise the Board of Directors to fix their remuneration;

  8. For identification purpose only

  9. 18 -


NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass, with or without modifications, the following as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

8. "THAT:

(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (including any sale or transfer of Treasury Shares (which shall have the meaning ascribed to it under the Listing Rules) (if any)) and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to allot, issue and deal with additional shares in the share capital of the Company (including any sale or transfer of Treasury Shares (which shall have the meaning ascribed to it under the Listing Rules) (if any)) and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

(c) the aggregate number of shares of the Company allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to options or otherwise) (including the Treasury Shares to be resold or transferred) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any option or award granted under all the share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company in force from; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing warrants or securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20% of the total number of the issued shares of the Company (excluding Treasury Shares (if any)) as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiry of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority given to the Directors by this resolution.

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NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares of the Company or issue of option, warrants or other securities giving the right to subscribe and/or exchange for shares to the holders of shares of the Company, or any class thereof, whose name appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) in proportion to their holdings of such shares (or, where appropriate, such other securities) (subject 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 outside Hong Kong applicable to the Company).

  1. "THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised by The Securities and Futures Commission of Hong Kong (the "Securities and Futures Commission") and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of the Securities and Futures Commission and the Stock Exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;

(b) the aggregate number of shares of the Company authorised to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of the issued shares of the Company (excluding Treasury Shares (if any)) as at the date of the passing of this resolution, and the said approval shall be limited accordingly (assuming there is no change to the total number of issued shares of the Company from the date of this notice to the date of the passing of this resolution, the maximum number of ordinary shares of the Company that may be repurchased under this resolution is 277,683,383); and

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NOTICE OF ANNUAL GENERAL MEETING

(c) for the purpose of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiry of the period within which the next annual general meeting of the Company is required by law or the Bye-laws to be held; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in a general meeting revoking or varying the authority given to the Directors by this resolution.”

  1. “THAT subject to the passing of resolutions No. 8 and No. 9 set out in this notice, the general mandate granted to the Directors to allot, issue and deal with additional shares of the Company (including any sale or transfer of Treasury Shares (if any)) pursuant to resolution No. 8 set out in this notice be and is hereby extended by the addition thereto of the total number of the issued shares of the Company to be repurchased by the Company under the authority granted pursuant to resolution No. 9 set out in this notice, provided that the total number of issued shares so repurchased shall not exceed 10% of the total number of the issued shares of the Company (excluding Treasury Shares (if any)) as at the date of passing this resolution.”

By Order of the Board

Hi Sun Technology (China) Limited

Hui Lok Yan

Executive Director and Company Secretary

Hong Kong, 16 April 2026


NOTICE OF ANNUAL GENERAL MEETING

Notes:

(1) A member of the Company entitled to attend and vote at the Annual General Meeting convened by this notice is entitled to appoint one or more proxies to attend and vote in his behalf. A proxy need not be a member of the Company.

(2) A form of proxy for use at the Annual General Meeting is enclosed.

(3) Completion and delivery of the form of proxy will not preclude a member from physically attending and voting in person at the Annual General Meeting if the member so desires.

(4) To be valid, a form of proxy must be duly completed and signed in accordance with the instructions printed thereon and lodged, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at 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 not less than 48 hours before the time appointed for holding the Annual General Meeting.

(5) Record date (being the last date of registration of any share transfer given there will be no book closure) for determining the entitlement of the shareholders of the Company to attend and vote at the Annual General Meeting will be Thursday, 14 May 2026. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Share Registrar, Tricor Investor Services Limited, at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Thursday, 14 May 2026.

(6) With regard to resolutions no. 2 to no. 5 in this notice, the Board of Directors proposes that Mr. Xu Wensheng, Mr. Tam Chun Fai, Leung Wai Man, Roger and Mr. Xu Sitao be re-elected as Directors. The particulars of these Directors are set out in Appendix II to the circular dated 16 April 2026.

(7) All votings on the resolutions in this notice by the members at the Annual General Meeting shall be conducted by poll.

(8) In case Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or "extreme conditions" announced by the Government is/are in force in Hong Kong at or at any time after 9:30 a.m. on the date of the Annual General Meeting, the Annual General Meeting will be adjourned. The Government may issue an announcement on "extreme conditions" in the event of, for examples, serious disruption of public transport services, extensive flooding, major landslides or large-scale power outage after super typhoons. The Company will post an announcement on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hisun.com.hk) to notify Shareholders of the date, time and place of the adjourned meeting.

The Annual General Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Annual General Meeting under bad weather conditions bearing in mind their own situation.

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