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Intron Technology Holdings Limited 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 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 Intron Technology Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the 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.
intron
英恒
INTRON TECHNOLOGY HOLDINGS LIMITED
英恒科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1760)
PROPOSALS FOR
(1) DECLARATION OF FINAL DIVIDEND;
(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(3) RE-ELECTION OF DIRECTORS;
(4) RE-APPOINTMENT OF AUDITOR; AND
(5) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of the Company to be held at 24th Floor, Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong, on Tuesday, 26 May 2026 at 10:30 a.m. is set out on pages AGM-1 to AGM-4 of this circular. A proxy form for use at the Annual General Meeting is enclosed with the notice of the Annual General Meeting.
Such proxy form is also published on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.intron-tech.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the completed proxy form to 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, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting (i.e. not later than 10:30 a.m. on Sunday, 24 May 2026) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.
23 April 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I – EXPLANATORY STATEMENT
ON THE SHARE REPURCHASE MANDATE ... I-1
APPENDIX II – DETAILS OF RETIRING DIRECTORS PROPOSED
TO BE RE-ELECTED ... II-1
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
- i -
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:
"AGM" or "Annual General Meeting" — an annual general meeting of the Company to be convened and held at 24th Floor, Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong, on Tuesday, 26 May 2026 at 10:30 a.m. or any adjournment thereof
"Audit Committee" — the audit committee of the Board
"Board" or "Board of Directors" — the board of directors of the Company
"Business Day" — any day on which the Stock Exchange is open for the business of dealing in securities
"BVI" — the British Virgin Islands
"CCASS" — Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system
"CEO" — chief executive officer
"Chairman" — the chairman of the Board
"Company" — Intron Technology Holdings Limited (英恒科技控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange
"Computershare" — Computershare Hong Kong Investor Services Limited
"Connected Person(s)" — has the meaning ascribed to it under the Listing Rules
"Controlling Shareholders" — has the meaning ascribed thereto under the Listing Rules and unless the context requires otherwise, means the group of controlling shareholders of the Company, being Mr. Luk, Mr. Chan, Magnate Era, Zenith Benefit, Treasure Map and Heroic Mind
"Core Connected Person" — has the meaning ascribed to it under the Listing Rules
"Director(s)" — the director(s) of the Company
"General Mandates" — the Share Issue Mandate and the Share Repurchase Mandate
- 1 -
DEFINITIONS
| “Group”, “the Group” or “our Group” | the Company and its subsidiaries |
|---|---|
| “Heroic Mind” | Heroic Mind Limited, a company with limited liability incorporated on 17 October 2016 under the laws of the BVI and a company wholly-owned by Mr. Chan. Heroic Mind is one of the Controlling Shareholders of the Company |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” or “HK” | the Hong Kong Special Administrative Region of the PRC |
| “HKSCC” | Hong Kong Securities Clearing Company Limited |
| “Latest Practicable Date” | 13 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange, as amended or supplemented from time to time |
| “Magnate Era” | Magnate Era Limited, a company with limited liability incorporated on 18 October 2017 under the laws of the BVI and a company owned by Mr. Luk and Mr. Chan in equal shares. Magnate Era is one of the Controlling Shareholders of the Company |
| “Mr. Chan” | Mr. Chan Cheung Ngai, the co-CEO, an executive Director and a Controlling Shareholder of the Company |
| “Mr. Luk” | Mr. Luk Wing Ming, the Chairman, co-CEO, an executive Director and a Controlling Shareholder of the Company |
| “Nomination Committee” | the nomination committee of the Board |
| “PRC” or “China” | the People’s Republic of China and for the purpose of this circular only, except where the context requires otherwise, references to the PRC or China exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan; and “Chinese” shall be construed accordingly |
| “Remuneration Committee” | the remuneration committee of the Board |
| “Renminbi” or “RMB” | Renminbi Yuan, the lawful currency of China |
| “SFC” | the Securities and Futures Commission |
- 2 -
DEFINITIONS
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time |
|---|---|
| “Share(s)” | shares with a par value of HK$0.01 each in the capital of the Company |
| “Shareholder(s)” | holder(s) of Shares |
| “Share Issue Mandate” | the proposed general and unconditional mandate to be granted to the Directors to exercise the power of the Company to allot, issue and deal with additional Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the total number of issued Shares (excluding treasury Shares) as at the date of the passing of the relevant resolution granting such mandate |
| “Share Repurchase Mandate” | the proposed general and unconditional mandate to be granted to the Directors to exercise the power of the Company to repurchase Shares on the Stock Exchange of up to a maximum of 10% of the total number of issued Shares (excluding treasury Shares) as at the date of the passing of the relevant resolution granting such mandate |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Subsidiary” | has the meaning ascribed to it under the Listing Rules |
| “Takeovers Code” | the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended from time to time |
| “Treasure Map” | Treasure Map Ventures Limited, a company limited by shares incorporated on 6 July 2016 under the laws of the BVI and a company wholly-owned by Mr. Luk. Treasure Map is one of the Controlling Shareholders of the Company |
| “treasury Shares” | has the meaning ascribed to it under the Listing Rules |
| “we”, “us” or “our” | our Company and, unless the context requires otherwise, its subsidiaries |
| “Zenith Benefit” | Zenith Benefit Investment Limited, a company with limited liability incorporated on 13 October 2017 under the laws of the BVI and a company owned by Mr. Luk and Mr. Chan in equal shares. Zenith Benefit is one of the Controlling Shareholders of the Company |
| “%” | per cent |
LETTER FROM THE BOARD
intron
英恒
INTRON TECHNOLOGY HOLDINGS LIMITED
英恒科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1760)
Executive Directors:
Mr. Luk Wing Ming (Chairman and Co-CEO)
Mr. Chan Cheung Ngai (Co-CEO)
Mr. Chan Ming
Mr. Ng Ming Chee
Registered Office:
Cricket Square, Hutchins Drive
PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Independent non-executive Directors:
Mr. Jiang Yongwei
Mr. Tsui Yung Kwok
Ms. Han Shuting
Principal Place of Business in Hong Kong:
Unit 703&705, 7/F, Building 22E,
22 Science Park East Avenue
Hong Kong Science Park, Pak Shek Kok
Shatin, New Territories, Hong Kong
23 April 2026
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
(1) DECLARATION OF FINAL DIVIDEND;
(2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
(3) RE-ELECTION OF DIRECTORS;
(4) RE-APPOINTMENT OF AUDITOR; AND
(5) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with the relevant information in respect of, among other matters, (i) the proposed final dividend; (ii) the granting to the Directors the Share Issue Mandate and the Share Repurchase Mandate; (iii) the re-election of the Directors; (iv) the re-appointment of auditor; (v) and to give you notice of the AGM relating to, among other matters, these matters.
LETTER FROM THE BOARD
DECLARATION OF FINAL DIVIDEND
The Board has recommended the payment of a final dividend of HK$0.0182 per Share in respect of the year ended 31 December 2025. The final dividend of HK$0.0182 per Share is subject to Shareholders’ approval at the AGM, and expected to be paid on or about Thursday, 2 July 2026 to those Shareholders whose names appear on the register of members on Wednesday, 3 June 2026.
The register of members will be closed from Saturday, 30 May 2026 to Wednesday, 3 June 2026, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration, no later than 4:30 p.m. on Friday, 29 May 2026.
GENERAL MANDATE TO ISSUE NEW SHARES
At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the power of the Company to allot, issue and deal with additional Shares (including any sale or transfer of treasury Shares) representing up to 20% of the total number of the issued Shares (excluding treasury Shares) as at the date of passing of the ordinary resolution. As at the Latest Practicable Date, the total number of issued Shares (excluding treasury Shares) was 1,087,838,400. Assuming that there is no change in the total number of issued Shares between the period from the Latest Practicable Date and the date of AGM, the maximum number of Shares which may be issued (or transfer out of treasury) pursuant to the Share Issue Mandate will be 217,567,680 Shares, representing 20% of the total number of issued Shares (excluding treasury Shares).
The Share Issue Mandate, if granted, will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company; and (iii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company or any applicable laws of the Cayman Islands.
Subject to the passing of the following ordinary resolution regarding the Share Repurchase Mandate, an ordinary resolution will also be proposed at the AGM to authorize the Directors to exercise the power of the Company to issue new Shares in an amount not exceeding the total number of the Shares repurchased by the Company pursuant to the Share Repurchase Mandate.
The Directors wish to state that they have no immediate plan to issue any Shares pursuant to the Share Issue Mandate.
GENERAL MANDATE TO REPURCHASE SHARES
At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to repurchase issued Shares subject to the criteria set forth in this circular. In particular, Shareholders should note that the maximum number of Shares that may be repurchased pursuant to the Share Repurchase Mandate will be such number which represents 10% of the
LETTER FROM THE BOARD
total number of issued Shares (excluding treasury Shares) as at the date of passing of the resolution subject to the Listing Rules. The Share Repurchase Mandate, if granted, will remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company and (iii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company or any applicable laws of the Cayman Islands. As at the Latest Practicable Date, the total number of issued Shares (excluding treasury Shares) was 1,087,838,400. Assuming that there is no change in the total number of issued Shares between the period from the Latest Practicable Date and the date of AGM, the maximum number of Shares which may be repurchased pursuant to the Share Repurchase Mandate on the date of passing the resolution approving the Share Repurchase Mandate will be 108,783,840 Shares, representing 10% of the total number of issued Shares (excluding treasury Shares).
An explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules to provide the requisite information in connection with the Share Repurchase Mandate, is set forth in Appendix I to this circular.
RE-ELECTION OF DIRECTORS
Pursuant to Article 84(1) of the articles of association of the Company, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years and shall then be eligible for re-election.
Mr. Luk Wing Ming, Mr. Ng Ming Chee and Mr. Tsui Yung Kwok will retire by rotation in accordance with Article 84(1) of the articles of association of the Company and Code Provision B.2.2 of the Corporate Governance Code set out in Appendix C1 to the Listing Rules. Mr. Luk Wing Ming, Mr. Ng Ming Chee and Mr. Tsui Yung Kwok, being eligible, will offer themselves for re-election at the Annual General Meeting.
The nominations were made in accordance with the Company's Nomination Policy with due regard to diversity aspects (including without limitation, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service), and took into account the benefits of diversity, as set out under the board diversity policy of the Company. The Nomination Committee was satisfied with the independence of Mr. Tsui Yung Kwok with reference to the criteria in Rule 3.13 of the Listing Rules.
The Board, having considered the recommendation of the Nomination Committee, is of the view that each of the retiring Directors will continue to contribute to the Board with his deep understanding of the businesses of the Group, diversity of skills set and perspectives as well as devotion to the Board. The Board also believes that the valuable knowledge and experience of the retiring Directors in the businesses of the Group and their general business acumen continue to generate significant contribution to the Company and the Shareholders as a whole.
Biographical details of the retiring Directors who are proposed to be re-elected at the AGM, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.
LETTER FROM THE BOARD
RE-APPOINTMENT OF AUDITOR
Ernst & Young, which has audited the consolidated financial statements of the Company for the year ended 31 December 2025, will retire as the auditor of the Company at the AGM and, being eligible, offer itself for re-appointment.
The Board, upon the recommendation of the Audit Committee, proposed to re-appoint Ernst & Young as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company and authorize the Board to fix its remuneration for the year ending 31 December 2026.
ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
Set forth on pages AGM-1 to AGM-4 of this circular is a notice convening the AGM at which, among other things, resolutions will be proposed to approve the declaration of final dividend, the Share Issue Mandate, the Share Repurchase Mandate, the re-election of the Directors, and the re-appointment of auditor.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.intron-tech.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Computershare, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:30 a.m. on Sunday, 24 May 2026).
VOTING BY POLL
The forthcoming AGM will be held by voting of Shareholders, taken by poll pursuant to Rule 13.39(4) of the Listing Rules. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RECOMMENDATION
The Directors consider that (i) the approval of final dividend; (ii) the granting of the Share Issue Mandate and the Share Repurchase Mandate; (iii) the re-election of Directors; (iv) the re-appointment of the auditor are in the best interests of the Company, the Group and the Shareholders as a whole, and would recommend the Shareholders to vote in favor of the relevant resolutions to be proposed at the AGM.
LETTER FROM THE BOARD
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 regards to the Group. 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 material matters the omission of which would make any statement herein or this circular misleading.
Yours faithfully,
By Order of the Board
INTRON TECHNOLOGY HOLDINGS LIMITED
Luk Wing Ming
Chairman and executive Director
- 8 -
APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the requisite information in relation to the Share Repurchase Mandate for your consideration.
- LISTING RULES RELATING TO THE SHARE REPURCHASE MANDATE
The Listing Rules permit companies with a primary listing on the Stock Exchange to purchase their securities subject to certain restrictions.
All proposed repurchases of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up. A maximum 10% of the total number of issued Shares (excluding treasury Shares) as at the date of passing the relevant resolution may be repurchased on the Stock Exchange.
- SHARE CAPITAL
As at the Latest Practicable Date, there were 1,087,838,400 Shares in issue. Subject to the passing of the resolution granting the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase a maximum of 108,783,840 Shares, representing 10% of the total number of issued Shares (excluding treasury Shares) as at the Latest Practicable Date.
- REASONS FOR REPURCHASES
The Directors believe that the Share Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
- FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the articles of association of the Company and the applicable laws and regulations of the Cayman Islands.
It is presently proposed that any repurchase of the Shares would be made out of profits of the Company or the proceeds of a fresh issue made for the repurchase or out of capital provided that on the day immediately following the date of repurchase the Company is able to pay its debts as they fall due in the ordinary course of business.
- I-1 -
APPENDIX I
EXPLANATORY STATEMENT
ON THE SHARE REPURCHASE MANDATE
5. IMPACT OF REPURCHASES
On the basis of the financial position of the Company as at 31 December 2025 (being the date of its latest audited accounts), the Directors consider that there is no material adverse impact on the working capital or gearing position of the Company if the Share Repurchase Mandate is exercised in full during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing level (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.
6. GENERAL INFORMATION
None of the Directors, to the best of their knowledge and having made all reasonable enquiries, nor any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or any of its subsidiaries, if 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 any Shares to the Company, or have undertaken not to do so, if the Share Repurchase Mandate is approved by the Shareholders.
The Company may cancel repurchased 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.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, 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, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
7. CONFIRMATION
The Directors will exercise the Share Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Hong Kong, the articles of association of the Company and the applicable laws of the Cayman Islands. Neither the explanatory statement nor the proposed Share Repurchase Mandate has any unusual features.
APPENDIX I
EXPLANATORY STATEMENT
ON THE SHARE REPURCHASE MANDATE
8. TAKEOVERS CODE
If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.
As at the Latest Practicable Date, according to the public record, and to the best of the knowledge and belief of the Directors, Mr. Luk and Mr. Chan held their interests in the Company commonly through Magnate Era and Zenith Benefit as well as individually through Treasure Map and Heroic Mind, a total of 643,970,000 Shares, representing a total of 59.20% of the total number of issued Shares. Accordingly, under the SFO, Mr. Luk and Mr. Chan are deemed to be interested in 643,970,000 Shares. In the event that the Directors exercise in full the power to buy back Shares in accordance with the Share Repurchase Mandate, the shareholding of Mr. Luk and Mr. Chan would be increased to 65.78% of the total number of the issued Shares. Such increase would not give rise to an obligation on the part of Mr. Luk, Mr. Chan and parties acting in concert (as defined in the Takeovers Code) with it to make a mandatory offer under Rule 26 of the Takeovers Code.
On the basis that the issued share capital of the Company remains the same, the Directors are not aware of any consequences which may arise under Rules 26 and 32 of the Takeovers Code. The Directors do not intend to exercise the Share Repurchase Mandate to an extent which would, in the circumstances, trigger any potential consequences under the Takeovers Code.
9. SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares had been made by the Company during the six months immediately preceding the Latest Practicable Date.
- I-3 -
APPENDIX I
EXPLANATORY STATEMENT
ON THE SHARE REPURCHASE MANDATE
10. SHARE PRICES
The highest and lowest prices at which the Shares traded on the Stock Exchange in each of the past twelve months to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 1.34 | 1.12 |
| May | 1.50 | 1.33 |
| June | 1.60 | 1.36 |
| July | 1.54 | 1.38 |
| August | 1.86 | 1.42 |
| September | 1.80 | 1.44 |
| October | 2.07 | 1.54 |
| November | 2.05 | 1.77 |
| December | 2.12 | 1.92 |
| 2026 | | |
| January | 2.00 | 1.87 |
| February | 1.99 | 1.87 |
| March | 1.92 | 1.61 |
| April (up to the Latest Practicable Date) | 1.80 | 1.60 |
APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:
Mr. Luk Wing Ming, aged 56, is the co-founder and the executive Director of the Group. Mr. Luk is also the chairman of the Board and co-CEO, primarily responsible for the Group's strategic development and business operations. Mr. Luk also holds positions in other members of the Group, including the director of Shanghai Intron Electronics Company Limited ("Shanghai Intron"), Intron Technology (China) Limited and Evertronics Technology (China) Company Limited; the supervisor of Shanghai G-Pulse Electronics Technology Company Limited, and Beijing Maichuang Zhiheng Renewable Energy Technology Company Limited; and the executive director of Intron Intelligent Technology (Shanghai) Limited.
Mr. Luk has over 25 years of working experience, including more than 20 years in the automotive electronics industry. Prior to the establishment of the Group in 2001, Mr. Luk worked at Array Electronics (China) Limited, a semiconductor distributor, from February 1996 to January 2001. He was initially a sales executive and was subsequently promoted to strategic marketing manager. Mr. Luk graduated from China Europe International Business School, China, with a Master of Business Administration and obtained a Bachelor of Materials Science and Engineering from Shanghai Jiao Tong University, China.
Mr. Luk has entered a service contract with the Company with a term of three years. Mr. Luk as an executive Director, is entitled to receive an annual Director's remuneration of HK$180,000 (subject to an annual review by the Board and the Remuneration Committee). For the year ended 31 December 2025, Mr. Luk received total remuneration of RMB4,558,000 including Director's fee, basic salary, allowance, benefit, discretionary variable bonus and mandatory provident fund contribution. Mr. Luk's remuneration is based on the service contract with reference to his duties and responsibilities, our remuneration policy, the performance of the Company and the prevailing market rate.
Mr. Luk is one of the Controlling Shareholders. As at the Latest Practicable Date, Mr. Luk (1) was the sole shareholder of Treasure Map, (2) held 50% shares in Magnate Era, and (3) held 50% shares in Zenith Benefit. As at the Latest Practicable Date, Mr. Luk was deemed to be interested in 643,970,000 Shares of the Company pursuant to Part XV of the SFO by virtue of his interest in Treasure Map, Magnate Era and Zenith Benefit.
Save as disclosed above, as at the Latest Practicable Date, Mr. Luk (i) has not held any directorship in any public listed companies in the past three years; (ii) does not or is not deemed to have any interest or short position (within the meaning of Part XV of the SFO) in any Shares, underlying Shares or debentures of the Company; (iii) does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or Controlling Shareholders; and (iv) does not hold any other positions within our Group.
Mr. Ng Ming Chee, aged 60, is the chief financial officer, the executive Director and the company secretary (since 17 February 2021). Mr. Ng is primarily responsible for financial and public relations matters of the Group.
Mr. Ng graduated from the University of Western Australia in 1987 with a Bachelor degree of Commerce and obtained a Master degree of Business Administration from the Henley Management College/Brunel University, the United Kingdom, in 2003. Mr. Ng was admitted as a certified practising accountant from the
APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Australian Society of Certified Practising Accountants (now known as CPA Australia) in November 1995 and as a certified public accountant from the Hong Kong Institute of Certified Public Accountants (HKICPA) in July 2018.
Prior to joining the Group, Mr. Ng had more than 30 years of experience in finance. He has worked as chief financial officer, finance director or finance controller for multiple corporations spanning different industries, including Shanghai Oriental DreamWorks Culture Media Co., Ltd. (December 2014 to October 2016), a film production company, Telstra (August 2013 to December 2014), a technology solutions provider, Fullerton Investment & Credit Guarantee Co., Ltd. (September 2010 to August 2013), a credit services provider, Trauson Holdings Company Limited (November 2009 to September 2010), an orthopaedic products manufacturer, NBA Sports and Culture Development (Beijing) Co., Ltd. (November 2008 to April 2009), a sports promotion company, Publicis Groupe (July 2004 to November 2008), a subsidiaries of advertising company, and Intel China Ltd. (April 2001 to March 2003), a computer components manufacturer. Mr. Ng's career began as a consultant for Coopers & Lybrand Management Consultants Pte Ltd, an accounting and consultancy service provider, where he worked from May 1990 to May 1993. Until 2001, Mr. Ng worked as financial manager/controller of various fast-moving consumer goods manufacturers.
Mr. Ng has served as an independent non-executive director of Meihao Medical Group Co., Ltd (stock code: 1947) since November 2022, the shares of which are listed on the Hong Kong Stock Exchange.
Mr. Ng has entered a service contract with the Company. Mr. Ng, as an Executive Director, is entitled to receive an annual Director's remuneration of HKD180,000 (subject to an annual review by the Board and the Remuneration Committee). For the year ended 31 December 2025, Mr. Ng received total remuneration of RMB2,822,000 including Director's fee, basic salary, allowance, benefit, discretionary variable bonus and mandatory provident fund contribution. Mr. Ng's remuneration is based on the service contract with reference to his duties and responsibilities, our remuneration policy, the performance of the Company and the prevailing market rate.
As at the Latest Practicable Date, Mr. Ng was interested in 2,260,000 Shares (160,000 of which are share options), representing 0.21% of the issued share capital of the Company. Save as the aforementioned, Mr. Ng did not hold any interests in the securities of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, as at the Latest Practicable Date, Mr. Ng (i) has not held any other directorship in any public listed companies in the past three years; (ii) did not or was not deemed to have any interest or short position (within the meaning of Part XV of the SFO) in any Shares, underlying Shares or debentures of the Company; (iii) is not related to any Directors, senior management or substantial or Controlling Shareholders (as defined under the Listing Rules) of the Company; and (iv) does not hold any other positions within our Group.
Mr. Tsui Yung Kwok, aged 57, is currently an independent non-executive Director of the Company. He is the chairman of the Audit Committee and a member of the Remuneration Committee.
Mr. Tsui graduated from the Curtin University of Technology (now known as Curtin University), Australia, in 1992 with a Bachelor of Commerce majoring in accounting and obtained a Master of Corporate Governance from the Hong Kong Polytechnic University in 2007.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Mr. Tsui has more than 25 years of experience in accounting and finance fields. His career began as an audit accountant for Kwan Wong Tan & Fong BDO (now known as Deloitte) (December 1992 to February 1994). From February 1994 to October 2003, he worked for Ernst & Young, where his latest position was senior manager. Since November 2003, he has worked as chief financial officer and company secretary for several companies listed on the Hong Kong Stock Exchange. From November 2003 to August 2004, Mr. Tsui was the chief financial officer and company secretary of Qin Jia Yuan Media Services Company Limited (stock code: 2366). From August 2004 to present, Mr. Tsui has been an executive director, chief financial officer, and company secretary (up to 1 March 2017) of Ju Teng International Holdings Limited (stock code: 3336).
Mr. Tsui has also served as an independent non-executive director of Shenguan Holdings (Group) Limited (stock code: 829) and Cabbeen Fashion Limited (stock code: 2030) since September 2009 and February 2013, respectively, the shares of which are all listed on the Hong Kong Stock Exchange.
Mr. Tsui is a member of the Chartered Accountants Australia and New Zealand, CPA Australia, the Hong Kong Institute of Certified Public Accountants, and the Hong Kong Chartered Governance Institute.
Mr. Tsui has entered a letter of appointment with the Company for an initial term subject to termination in certain circumstances as stipulated in the relevant letters of appointment. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Pursuant to such letter of appointment, he is entitled to the annual remuneration of HKD240,000. The remuneration of Mr. Tsui is determined by the Board having regard to the recommendation of the Remuneration Committee and with reference to his qualifications, experience, duties and responsibilities with the Company and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Tsui held 40,000 share options of the Company which enabled him to subscribe for 40,000 Shares (representing less than 0.01% of the issued share capital of the Company). Save as the aforementioned, Mr. Tsui did not hold any interests in the securities of the Company within the meaning of Part XV of the SFO.
Mr. Tsui has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules.
Save as disclosed above, as at the Latest Practicable Date, Mr. Tsui (i) has not held any other directorship in any public listed companies in the past three years; (ii) did not or was not deemed to have any interest or short position (within the meaning of Part XV of the SFO) in any Shares, underlying Shares or debentures of the Company; (iii) is not related to any Directors, senior management or substantial or Controlling Shareholders (as defined under the Listing Rules) of the Company; and (iv) does not hold any other positions within our Group.
- II-3 -
NOTICE OF ANNUAL GENERAL MEETING
intron
英恒
INTRON TECHNOLOGY HOLDINGS LIMITED
英恒科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1760)
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Intron Technology Holdings Limited (the “Company”) will be held at 24th Floor, Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong, on Tuesday, 26 May 2026 at 10:30 a.m. for the following purposes:
AS ORDINARY RESOLUTIONS
-
To receive and adopt the audited consolidated financial statements and the reports of the directors (the "Director(s)") and the auditor (the "Auditor") of the Company and its subsidiaries for the year ended 31 December 2025.
-
To declare a final dividend of HK$0.0182 per ordinary share for the year ended 31 December 2025.
-
(a) To re-elect Mr. Luk Wing Ming as an executive Director;
(b) To re-elect Mr. Ng Ming Chee as an executive Director;
(c) To re-elect Mr. Tsui Yung Kwok as an independent non-executive Director;
(d) To authorize the board of Directors of the Company (the "Board") to determine the Directors' remuneration.
- To re-appoint Ernst & Young as the Auditor and to authorize the Board to fix its remuneration.
To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:
- "THAT:
(i) subject to paragraph (iii) of this resolution, and pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as hereinafter defined) on all the powers of the Company to allot, issue or otherwise deal with additional shares in the share capital of the Company (the "Shares"), including any sale or transfer of treasury shares, and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and the same is hereby generally and unconditionally approved;
- AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
(ii) approval in paragraph (i) of this resolution shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
(iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors and treasury Shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the Directors pursuant to the approval in paragraph (i) of this resolution, otherwise than by way of (a) a Rights Issue (as hereinafter defined); or (b) the exercise of or the grant of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company in force from time to time, shall not exceed 20% of the total number of issued Shares of the Company in issue (excluding any treasury shares) as at the date of passing of this resolution and the said approval be limited accordingly; and
(iv) for the purpose of this resolution:
(a) “Relevant Period” means the period from 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 expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting.
(b) “Rights Issue” means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital 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 on a fixed record date in proportion to their then holdings of such share in the Company (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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognized regulatory body or any stock exchange applicable to the Company).
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
- "THAT:
(i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the share capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (the "SFC") and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(ii) the aggregate number of issued shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (i) of this resolution during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution and the said approval shall be limited accordingly; and
(iii) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(c) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting."
- "THAT conditional upon resolutions No. 5 and No. 6 above being passed, the general mandate granted to the Directors to allot, issue or otherwise deal with additional shares (including any sale or transfer of treasury shares) pursuant to resolution No. 5 be and is hereby extended by the addition thereto the total number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution No. 6."
By order of the Board
INTRON TECHNOLOGY HOLDINGS LIMITED
Luk Wing Ming
Chairman and executive Director
Hong Kong, 23 April 2026
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(1) All resolutions (except for procedural and administrative matters) 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 Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
(2) Any member of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a shareholder of the Company. Every member present in person or by proxy shall be entitled to one vote for each share held by him.
(3) In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be lodged by post or by hand with the Company's branch share registrar, Computershare Hong Kong Investor Services Limited ("Computershare"), at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:30 a.m. on Sunday, 24 May 2026) or any adjournment thereof.
(4) Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the AGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.
(5) The register of members of the Company will be closed from Wednesday, 20 May 2026 to Tuesday, 26 May 2026 (both days inclusive), during which period no transfer of shares will be effected. In order to determine the identity of members who are entitled to attend and vote at the AGM to be held on Tuesday, 26 May 2026 at 24th Floor, Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Tuesday, 19 May 2026.
(6) Subject to the approval of shareholders at the AGM, the proposed final dividend will be payable to shareholders whose names appear on the register of members of the Company on Wednesday, 3 June 2026, being the record date for determination of entitlement to the final dividend. The register of members of the Company will be closed from Saturday, 30 May 2026 to Wednesday, 3 June 2026, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to qualify for the proposed final dividend, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Friday, 29 May 2026.
- AGM-4 -