AI assistant
Inkeverse Group Limited — Proxy Solicitation & Information Statement 2026
May 29, 2026
50873_rns_2026-05-29_e08bf352-7691-4b31-af6b-6f3a80e6626e.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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.
Inkeverse
Inkeverse Group Limited
映宇宙集团有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 3700)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “AGM”) of Inkeverse Group Limited (the “Company”) will be held at Beijing Grand Metropark Hotel, No. 2 East Road of North 3rd Ring, Chaoyang District, Beijing, the PRC on Tuesday, 23 June 2026 at 10:00 a.m. to transact the following businesses:
ORDINARY RESOLUTIONS
-
To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Director(s)") and the auditor of the Company for the year ended 31 December 2025.
-
(i) To re-elect Mr. David CUI as an independent non-executive Director.
(ii) To re-elect Mr. CHEN Yong as an independent non-executive Director.
(iii) To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
-
To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the Board to fix their remuneration.
-
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:
"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/or otherwise deal with additional Shares of US$0.001 each in the share capital of the Company (or in the case of treasury shares, sell or transfer, if any), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws of the Cayman Islands and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (as amended from time to time) (the "Listing Rules"), be and is hereby generally and unconditionally approved;
- 1 -
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such power after the end of the Relevant Period (as hereinafter defined);
(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (or in the case of treasury shares, sold or transferred) (whether pursuant to options or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) an issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “Articles of Association”), shall not exceed 20% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of 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 passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.
“Rights Issue” means an offer of Shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
- 2 -
Any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, warrants, options or similar rights to subscribe for the Shares) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations of the Cayman Islands.”
- “THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase, and either cancel or hold in treasury, the Shares on the Stock Exchange or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws of the Cayman Islands and the requirements of the Listing Rules or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the aggregate number of Shares to be repurchased, and either cancelled or held in treasury, by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution: “Relevant Period” means the period from passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or
(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting.”
-
“THAT conditional upon the resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and/or otherwise deal with additional Shares (including any sale or transfer of treasury shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority
-
3 -
granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the total number of Shares in issue (excluding treasury shares, if any) as at the date of passing the resolution.”
By order of the Board
Inkeverse Group Limited
FENG Yousheng
Chairman and Executive Director
Hong Kong, 29 May 2026
| Registered office: | Headquarter in the PRC: | Principal place of business in Hong Kong: |
|---|---|---|
| PO Box 309 | 11/F, Block A | 31/F, Tower Two |
| Ugland House | Dawangjing Business Center | Times Square |
| Grand Cayman KY1-1104 | Cuigezhuang Village | 1 Matheson Street |
| Cayman Islands | Chaoyang District | Causeway Bay |
| Beijing, 100102 | Hong Kong | |
| PRC |
– 4 –
- 5 -
Notes:
-
All resolutions at the AGM will be taken by poll pursuant to the Listing Rules, and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules, respectively.
-
A member of the Company entitled to attend and vote at the AGM is entitled to appoint one or, if he/she/it is the holder of two or more Shares, more proxies to attend and vote instead of him/her/it. A proxy need not be a member of the Company.
-
In the case of joint holders of Shares, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members of the Company.
-
In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorised, and must be deposited with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. at or before 10:00 a.m. on Sunday, 21 June 2026) or any adjournment thereof.
Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the AGM or any adjournment thereof should he/she/it so wish, and in such event, the form of proxy shall be deemed to be revoked.
-
For the purpose of determining the identity of the Shareholders entitled to attend and vote at the AGM to be held on Tuesday, 23 June 2026, the register of members of the Company will be closed from Wednesday, 17 June 2026 to Tuesday, 23 June 2026, both days inclusive, during which period no transfer of Shares will be registered. The record date for determining the eligibility of Shareholders to attend and vote at the AGM will be Tuesday, 23 June 2026. All transfers accompanied by the relevant share certificate(s) and transfer documents must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 16 June 2026.
-
With respect to resolution numbered 2 of this notice, Mr. David CUI and Mr. CHEN Yong shall retire from office of directorship and shall offer themselves for re-election in accordance with the Articles of Association. Details of their information which are required to be disclosed under the Listing Rules are set out in the circular of the Company dated 29 May 2026.
-
As at the date of this notice, the executive Directors are Mr. FENG Yousheng and Mr. HOU Guangling; and the independent non-executive Directors are Mr. David CUI, Mr. CHEN Yong and Ms. ZHENG Congnan.
-
Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 29 May 2026.
As at the date of this notice, the executive Directors are Mr. FENG Yousheng and Mr. HOU Guangling; and the independent non-executive Directors are Mr. David CUI, Mr. CHEN Yong and Ms. ZHENG Congnan.