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J&T Global Express 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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in J&T Global Express Limited, you should at once hand this circular, together with the enclosed 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.
J&T GLOBAL Express Limited
極免速遞環球有限公司
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 1519)
(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
(2) PROPOSED RE-APPOINTMENT OF THE AUDITOR; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of J&T Global Express Limited to be held by way of a virtual meeting through the e-Meeting System on Thursday, June 25, 2026 at 3:00 p.m. is set out in this circular.
A letter from the Board is set out on pages 8 to 13 of this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting 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 Annual General Meeting (i.e. not later than 3:00 p.m. on Tuesday, June 23, 2026) or the adjourned meeting (as the case may be). For the avoidance of doubt and for the purposes of the Listing Rules, holders of Treasury Shares (if any) shall abstain from voting at the Company's general meetings. Completion and return of the form of proxy will not preclude shareholders from attending and voting through the e-Meeting System at the Annual General Meeting if they so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.
References to time and dates in this circular are to Hong Kong time and dates.
June 3, 2026
CONTENTS
Page
Guidance for the Annual General Meeting 1
Definitions 3
Letter from the Board
1. Introduction 8
2. Proposed Granting of General Mandate to Repurchase Shares 9
3. Proposed Granting of General Mandate to Issue Shares 9
4. Proposed Re-appointment of the Auditor 10
5. Annual General Meeting and Proxy Arrangement 11
6. Voting by Poll 12
7. Responsibility Statement 12
8. Recommendation 12
9. Closure of Register of Members 13
10. General 13
Arrangements for the Annual General Meeting 14
Appendix - Explanatory Statement on the Repurchase Mandate 17
Notice of Annual General Meeting 22
- i -
GUIDANCE FOR THE ANNUAL GENERAL MEETING
VIRTUAL ANNUAL GENERAL MEETING
A virtual Annual General Meeting enables the Shareholders to attend the meeting via the e-Meeting System and allows them to attend, participate, submit questions and vote and to view live streaming of the Annual General Meeting.
Shareholders participating in the Annual General Meeting via the e-Meeting System will also be counted towards the quorum. The inability of any Shareholder or his proxy or (in the case of a Shareholder being a corporation) its duly authorised representative to access, or continue to access, such online platform despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the Annual General Meeting or the resolutions passed, or any business conducted at the meeting or any action taken pursuant to such business provided that a quorum is present throughout the meeting.
HOW TO ATTEND AND VOTE
Shareholders who wish to attend the AGM and exercise their voting rights can be achieved in one of the following ways:
(1) attend the Annual General Meeting via the e-Meeting System, which enables live streaming and interactive platform for questions and answers and submission of their votes online; and
(2) appoint the chairman of the Annual General Meeting or other persons as their proxies to vote on their behalf via the e-Meeting System.
Registered Shareholders can refer to the notice of the AGM and the online meeting user guide (by scanning the QR code provided on the notification letter, which is expected to be despatched to the registered Shareholders on Thursday, June 18, 2026 by post) in relation to attending the AGM by electronic means.
Non-registered Shareholders whose Shares are held in the CCASS through banks, stockbrokers, custodians or HKSCC should:
(i) contact and instruct their Intermediary that they want to attend the AGM, vote and submit questions online; and
(ii) provide their email address to their Intermediary before the time limit required by the relevant Intermediary.
Shareholders should note that only one device is allowed per login. Please keep the login details in safe custody for the AGM and do not disclose them to anyone else. Neither the Company nor its share registrar assumes any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for attendance, voting or otherwise. The submission of votes through the e-Meeting System using your login details will be conclusive evidence for the votes cast by you as a Shareholder. The Company, its agents and its share registrar take no responsibility for all or any losses or other consequences caused by or resulting from any unauthorized use of the login details.
- 1 -
GUIDANCE FOR THE ANNUAL GENERAL MEETING
If your proxy (except when the chairman of the Annual General Meeting is appointed as proxy) wishes to attend the Annual General Meeting and vote online, you must provide a valid email address of your proxy to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited. If no email address is provided, your proxy cannot attend the Annual General Meeting and vote online. The email address so provided will be used by the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, for providing the login details for attending and voting at the Annual General Meeting via the e-Meeting System. If your proxy has not received the login details by email by 5:00 p.m. (Hong Kong time) on Tuesday, June 23, 2026, you should contact the Company's branch share registrar as follows:
Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Telephone: (852) 2980 1333
Facsimile: (852) 2810 8185
Email: [email protected]
For the beneficial owners whose Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited would like to attend the Annual General Meeting, they should consult directly with their banks or brokers or custodians (as the case may be) for the necessary arrangements. You will be asked to provide your email address which will be used by the Company's branch share registrar, Tricor Investor Services Limited, for providing the login details for attending the Annual General Meeting electronically in the e-Meeting System.
- 2 -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held by way of a virtual meeting through the e-Meeting System on Thursday, June 25, 2026 at 3:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 22 to 26 of this circular, or any adjournment thereof
"Annual Report"
the annual report of the Company, which comprises, inter alia, the Directors' report, the auditors' report and the financial statements of the Company for the year ended December 31, 2025
"Articles of Association"
the eighth amended and restated articles of association of the Company adopted on April 21, 2026, as amended from time to time
"Auditors"
the auditors for the time being of the Company
"Board"
the board of Directors
"Business Day"
any day (excluding Saturday, Sunday or public holiday) on which banks in Hong Kong are generally open for business and the Stock Exchange is open for business of dealing securities
"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"Class A Shares"
class A shares of the Company with a par value of US$0.000002 each, conferring weighted voting rights in the Company such that a holder of a Class A Share is entitled to 10 votes per share on any resolution subject to a vote at the Company's general meeting on a poll, save for resolutions with respect to any reserved matters specified in the Articles of Association, in which case each Class A Share and each Class B Share shall entitle its holder to one vote on a poll at a general meeting
- 3 -
DEFINITIONS
| "Class B Shares" | class B shares of the Company with a par value of US$0.000002 each, conferring a holder of a Class B Share one vote per share on any resolution subject to a vote at the Company's general meeting on a poll |
|---|---|
| "close associate(s)" | has the same meaning ascribed to it under the Listing Rules |
| "Companies Act" | the Companies Act (as revised) of the Cayman Islands |
| "Company" | J&T Global Express Limited (極兔連遞環球有限公司), an exempted company incorporated in the Cayman Islands with limited liability on October 24, 2019, the Shares of which are listed on the Main Board of the Stock Exchange |
| "Consolidated Affiliated Entities" | the entities the financials of which are consolidated into the Company by virtue of contractual arrangements |
| "Controlling Shareholder(s)" | has the same meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Jet Jie Li, Jumping Summit Limited, Topping Summit Limited and Exceeding Summit Holding Limited, which are a group of controlling shareholders of the Company |
| "core connected person(s)" | has the same meaning ascribed to it under the Listing Rules |
| "Director(s)" | the director(s) of the Company |
| "e-Meeting System" | Vistra eVoting Portal at https://evoting.vistra.com/#/519, which is an electronic platform for the Shareholders, proxies and corporate representatives attending the Annual General Meeting via internet |
- 4 -
DEFINITIONS
"General Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Class B Shares (including any sale and transfer of Treasury Shares) not exceeding 20% of the total number of issued shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the relevant Shareholders’ resolution granting the General Mandate, and adding thereto any shares representing the aggregate number of shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate contained in ordinary resolution item 5 of the notice of the Annual General Meeting as set out on pages 22 to 26 of this circular
"Group"
the Company and its subsidiaries
"HKSCC"
Hong Kong Securities Clearing Company Limited
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People’s Republic of China
"Intermediary"
the bank, stockbroker, custodian, or HKSCC that holds shares in the CCASS on behalf of non-registered Shareholders
"Latest Practicable Date"
May 28, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Date"
October 27, 2023, on which the issued Shares were listed on the Stock Exchange and from which dealings in the Shares were permitted to commence on the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited as amended from time to time
"Memorandum of Association"
the eighth amended and restated memorandum of association of the Company adopted on April 21, 2026, as amended from time to time
"Remuneration Committee"
the remuneration committee of the Company
- 5 -
DEFINITIONS
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors to repurchase Class B Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares (excluding Treasury Shares, if any) of the Company as at the date of passing of the proposed ordinary resolution contained in ordinary resolution item 4 of the notice of the Annual General Meeting as set out on pages 22 to 26 of this circular
"Reserved Matters"
those matters with respect to which each Class A Share and each Class B Share shall entitle its holder to one vote on a poll at general meetings of the Company pursuant to the Articles of Association, being: (i) any amendment to the Memorandum of Association or the Articles of Association, however framed, including the variation of the rights attached to any class of shares, (ii) the appointment, election or removal of any independent non-executive Director, (iii) the appointment or removal of the Company's auditors, or (iv) the voluntary liquidation or winding-up of the Company
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time
"Share(s)"
the Class A Shares and/or Class B Shares in the share capital of the Company, as the context so requires
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Subsidiary"
a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere
"Takeovers Code"
the Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission of the Hong Kong as amended from time to time
"Treasury Shares"
has the meaning ascribed to it under the Listing Rules
- 6 -
- 7 -
DEFINITIONS
"US$"
United States Dollars, the lawful currency of the United States
"WVR" or "weighted voting rights"
has the meaning ascribed to it under the Listing Rules
" %
per cent
LETTER FROM THE BOARD
J&T EXPRESS
J&T Global Express Limited
極免速遞環球有限公司
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 1519)
Executive Director:
Mr. Jet Jie Li (Chairman and Chief Executive Officer)
Non-executive Directors:
Ms. Alice Yu-fen Cheng
Ms. Qinghua Liao
Mr. Yuan Zhang
Independent Non-executive Directors:
Mr. Erh Fei Liu
Mr. Peng Shen
Mr. Peter Lai Hock Meng
Registered Office:
4th floor, Harbour Place
103 South Church Street
P.O. Box 10240
Grand Cayman, KY1-1002
Cayman Islands
Principal Place of Business in PRC:
Room 1001, Block A, Tower 5
1777 Hualong Road, Huaxinzhen
Qingpu District, Shanghai
PRC
Principal Place of Business in Hong Kong:
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai, Hong Kong
June 3, 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
(2) PROPOSED RE-APPOINTMENT OF THE AUDITOR; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
- INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the General Mandate to the Directors; (iii) the extension of the General Mandate to include Shares repurchased pursuant to the Repurchase Mandate; and (iv) the re-appointment of the auditor to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM.
LETTER FROM THE BOARD
2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company held on June 18, 2025, the Directors were granted general mandate to repurchase its own Shares. Such mandate, to the extent not renewed, revoked or varied by the date of the Annual General Meeting, will lapse at the conclusion of the Annual General Meeting.
In order to give the Company the flexibility to repurchase Class B Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a new general mandate to the Directors to exercise the powers of the Company to repurchase Class B Shares representing up to 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution in relation to the proposed Repurchase Mandate.
As at the Latest Practicable Date, the issued share capital of the Company (excluding 28,073,000 Class B Treasury Shares) comprised 971,390,048 Class A Shares and 7,941,706,542 Class B Shares. Subject to the passing of the ordinary resolution item 4 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 891,309,659 Shares.
An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the Annual General Meeting.
3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on June 18, 2025, the Directors were granted general mandates to allot, issue and deal with Class B Shares. Such mandate, to the extent not renewed, revoked or varied by the date of the Annual General Meeting, will lapse at the conclusion of the Annual General Meeting.
In order to give the Company the flexibility to issue new Class B Shares if and when appropriate (including but not limited to any issue of Shares for the purposes of share schemes of the Company adopted from time to time subject to compliance with the applicable Listing Rules requirements), an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a new general mandate to the Directors, to allot, issue or deal with additional Class B Shares (including any sale or transfer of Treasury Shares) not exceeding 20% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution in relation to the Proposed General Mandate.
LETTER FROM THE BOARD
As at the Latest Practicable Date, the issued share capital of the Company (excluding 28,073,000 Class B Treasury Shares) comprised 971,390,048 Class A Shares and 7,941,706,542 Class B Shares. Subject to the passing of the ordinary resolution item 5 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 1,782,619,318 Class B Shares. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the General Mandate as at the Latest Practicable Date.
In addition, subject to a separate approval of the ordinary resolution item 6, the number of Shares purchased by the Company under ordinary resolution item 4 will also be added to extend the General Mandate as mentioned in ordinary resolution item 5 provided that such additional amount shall represent up to 10% of the number of issued Shares (excluding Treasury Shares, if any) as at the date of passing the resolutions in relation to the General Mandate and Repurchase Mandate.
The General Mandate (including the extended General Mandate) and the Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (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 to be held by the Articles of Association or any applicable laws; or (iii) the date on which the authority set out in the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.
According to the Listing Rules, the Company may not make a new issue of Class B Shares or announce a proposed new issue of Class B Shares (including any sale or transfer of Treasury Shares) for a period of 30 days after any repurchase of Shares, whether on the Stock Exchange or otherwise (other than an issue of securities pursuant to the exercise of warrants, share options or similar financial instruments requiring the Company to issue securities, which were outstanding prior to that repurchase of its Shares), without the prior approval of the Stock Exchange.
The Company may use the General Mandate for the sale or transfer of Treasury Shares in accordance with the Listing Rules.
4. PROPOSED RE-APPOINTMENT OF THE AUDITOR
In accordance with the Articles of Association, PricewaterhouseCoopers will retire as the auditor of the Company at the Annual General Meeting and has indicated its willingness to be re-appointed as the auditor of the Company for the year 2026 and until the next Annual General Meeting of the Company.
An ordinary resolution will be proposed at the Annual General Meeting to approve the re-appointment of PricewaterhouseCoopers as the auditor of the Company and to authorise the Board to fix their remuneration.
- 10 -
LETTER FROM THE BOARD
The preliminary estimated audit fee for the audit services in respect of the financial year ending December 31, 2026 is in the range of US$140 million to US$200 million. The estimated audit fee was determined after taking into account factors including the complexity and scale of the Group's business operations, the expected scope of the audit work, the audit timetable and the level of resources required for the audit engagement.
The estimated audit fee is based on the information currently available as at the Latest Practicable Date. The final audit fee may be adjusted if there is a material change in the basis or assumptions upon which the estimated audit fee was determined, including any material change in the scope of the audit work or other relevant circumstances arising in the course of the audit. Save for such material changes, the final audit fee is not expected to differ materially from the estimated audit fee disclosed above.
5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The Company will convene the Annual General Meeting by way of a virtual meeting through the e-Meeting System on Thursday, June 25, 2026 at 3:00 p.m. at which resolutions will be proposed for the purpose of considering and if thought fit, approving the resolutions proposed in the notice of the Annual General Meeting as set out on pages 22 to 26 of this circular.
A form of proxy for use at the Annual General Meeting is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.jtexpress.com). Whether or not you intend to attend and vote at the Annual General Meeting through the e-Meeting System, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Tuesday, June 23, 2026). Completion and return of the form of proxy will not preclude you from attending and voting through the e-Meeting System at the Annual General Meeting or any adjournment thereof. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.
The Board confirm that to the best of their knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, there was no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder and there was no obligation or entitlement of any Shareholder whereby he or she has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his Shares to a third party, either generally or on a case-by-case basis.
The Board confirm that to the best of their knowledge, information and belief of the Directors, as at the Latest Practicable Date, there was no discrepancy between any beneficial shareholding interest in the Company as disclosed in this circular and the number of Shares in the Company in respect of which each of them will control or will be entitled to exercise control over the voting right at the Annual General Meeting.
LETTER FROM THE BOARD
6. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules and Article 82 of the Articles of Association, all the resolutions set out in the notice of Annual General Meeting will be voted by poll except where the chairman of the Annual General 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. Accordingly, each of the resolutions put to vote at the Annual General Meeting will be taken by way of poll. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
The Company is controlled through weighted voting rights. On each resolution subject to a vote at general meetings on a poll, holders of Class B Shares present in person through the e-Meeting System (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote per Share, and holders of Class A Shares present in person through the e-Meeting System (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have ten votes per Share (i.e. resolutions 1, 2, 4 to 6 in the notice of the AGM), save for resolutions with respect to any Reserved Matters, in which case each Class A Share and each Class B Share shall entitle its holder to one vote on a poll at a general meeting (i.e. resolution 3, regarding the proposed re-appointment of auditor which are the Reserved Matters, in the notice of the AGM). Holders of Class B Shares and Class A Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Shareholders. For the avoidance of doubt and for the purposes of the Listing Rules, holders of Treasury Shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Company's general meetings.
7. 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 regard to the Company. 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 respects and not misleading or deceptive, and there are no omission of other matters the omission of which would make any statement herein or this document misleading.
8. RECOMMENDATION
The Directors consider that the resolutions for (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the General Mandate to the Directors; (iii) the extension of the General Mandate to include Shares repurchased pursuant to the Repurchase Mandate; and (iv) the re-appointment of the auditor to be proposed at the Annual General Meeting are in the best interests of the Company as well as its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting as set out in the notice of the Annual General Meeting as set out on pages 22 to 26 of this circular.
- 12 -
LETTER FROM THE BOARD
9. CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, June 18, 2026 to Thursday, June 25, 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, June 17, 2026.
Shareholders of the Company whose names appear on the register of members on Thursday, June 25, 2026 are entitled to attend and vote at the Annual General Meeting or any adjourned meetings.
10. GENERAL
Your attention is also drawn to the additional information set out in the appendix to this circular. The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By order of the Board
J&T Global Express Limited
Mr. Jet Jie Li
Executive Director, Chairman of the Board and
Chief Executive Officer
- 13 -
ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING
I. INTRODUCTION
The AGM will be held by way of a virtual meeting, whereby shareholders of the Company can attend the AGM through online access by visiting the e-Meeting System.
II. ATTENDING THE AGM BY MEANS OF ELECTRONIC FACILITIES
The Company will conduct a virtual Annual General Meeting using the e-Meeting System which allows the shareholders of the Company to participate in the Annual General Meeting online in a convenient and efficient way from anywhere with an internet connection. Shareholders will be able to view the live video broadcast of the Annual General Meeting and participate in voting and submit questions online via their mobile phones, tablets or computers.
Registered Shareholders can refer to the notice of the Annual General Meeting and the online meeting user guide (by scanning the QR code provided on the notification letter, which is expected to be despatched to the registered Shareholders on Thursday, June 18, 2026 by post) in relation to attending the Annual General Meeting by electronic means.
Non-registered Shareholders whose Shares are held in the CCASS through the Intermediary should:
(i) contact and instruct their Intermediary that they want to attend the AGM, vote and submit questions online; and
(ii) provide their email address to their Intermediary before the time limit required by the relevant Intermediary.
The e-Meeting System permits a "split vote" on a resolution, in other words, a Shareholder casting his/her/its votes through the e-Meeting System does not have to vote all of his/her/its Shares in the same way (i.e. "For" or "Against"). In the case of a proxy/corporate representative, he/she can vote such number of Shares in respect of which he/she has been appointed as a proxy/corporate representative. Votes cast through the e-Meeting System are irrevocable once the votes have been casted. The e-Meeting System will be opened for registered Shareholders and non-registered Shareholders (see below for login details and arrangements) to log in approximately 30 minutes prior to the commencement of the AGM and can be accessed from any location with internet connection by a mobile phone, tablet or computer device. Shareholders should allow ample time to check into the e-Meeting System to complete the related procedures.
- Login Details for Registered Shareholders
Registered Shareholders will be able to attend the AGM, vote and submit questions online through the e-Meeting System. Each registered Shareholder's personalised username and password will be sent to him/her/it under separate notification letter sent together with this circular.
- 14 -
ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING
2. Login Details for Non-registered Shareholders
Non-registered Shareholders whose Shares are held in the CCASS through the Intermediary will also be able to attend the AGM, vote and submit questions online through the e-Meeting System. In this regard, they should:
(i) contact and instruct their Intermediary that they want to attend the AGM, vote and submit questions online; and
(ii) provide their email address to their Intermediary before the time limit required by the relevant Intermediary.
Details regarding the AGM arrangements including login details to access the e-Meeting System will be sent by the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, to the email address of the non-registered Shareholders provided by the Intermediary. Without the login details, non-registered Shareholders will not be able to attend the AGM, vote and submit questions online using the e-Meeting System. Non-registered Shareholders should therefore give clear and specific instructions to their Intermediary in respect of both (i) and (ii) above.
3. Login Details for Proxies or Corporate Representatives
Details regarding the AGM arrangements including login details to access the e-Meeting System will be sent by the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, to the email address of the proxies provided to it in the relevant proxy forms.
Registered and non-registered Shareholders should note that only one device is allowed in respect of each set of login details. Please also keep the login details in safe custody for use at the AGM and do not disclose them to anyone else. Neither the Company nor its agents assume any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details.
III. QUESTIONS AT AND PRIOR TO THE AGM
Shareholders attending the AGM using the e-Meeting System will be able to submit questions relevant to the proposed resolution(s) online during the AGM. Shareholders can also send their questions by email from Wednesday, June 3, 2026 (9:00 a.m.) to Wednesday, June 24, 2026 (6:00 p.m.) to [email protected]. The Board and/or the management will endeavour to address substantial and relevant questions in relation to the resolution to be tabled for approval at the AGM and may decide, at their discretion, which questions to respond to.
ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING
IV. APPOINTMENT OF PROXY
Return of a completed proxy form will not preclude Shareholders subsequently from attending and voting through the e-Meeting System at the AGM or any adjournment thereof should they so wish. Shareholders are requested to complete the proxy form and return it to the Company's Hong Kong branch share registrar, 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 meeting (i.e. by no later than 3:00 p.m. on Tuesday, June 23, 2026) or any adjournment thereof. Registered Shareholders submitting the proxy form are requested to provide a valid email address of his or her proxy (except appointment of the Chairman of the AGM) for the proxy to receive the username and password to participate in the online virtual meeting via the e-Meeting System.
V. SUBMISSION OF PROXY FORMS FOR REGISTERED SHAREHOLDERS
A proxy form for use at the AGM is enclosed with this circular. A copy of the proxy form can also be downloaded from the websites of the Company (www.jtexpress.com) and Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). The deadline to submit completed proxy forms to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong is not less than 48 hours before the time appointed for holding the AGM (i.e. at or before 3:00 p.m. on Tuesday, June 23, 2026 (Hong Kong Time)), or any adjournment thereof (as the case may be).
VI. APPOINTMENT OF PROXY FOR NON-REGISTERED SHAREHOLDERS
Non-registered Shareholders should contact their Intermediary as soon as possible for assistance in the appointment of proxy.
If Shareholders have any questions relating to the AGM, please contact Tricor Investor Services Limited, the Company's Hong Kong branch share registrar, as follows:
Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
Telephone: (852) 2980 1333
Facsimile: (852) 2810 8185
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APPENDIX EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:
- LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up; the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 8,913,096,590 Shares, out of which 971,390,048 were Class A Shares, 7,941,706,542 were Class B Shares (excluding 28,073,000 Class B Treasury Shares).
Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 891,309,659 Shares, representing 10% of the total number of Shares (excluding Treasury Shares, if any) in issue as at the date of the Annual General Meeting.
If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company intends to (i) cancel the repurchased Shares and/or (ii) hold such Shares as Treasury Shares following settlement of such repurchase, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made.
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.
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APPENDIX
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
3. REASONS FOR SHARE REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands. Share repurchase will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
4. FUNDING OF SHARE REPURCHASE
Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.
5. IMPACT OF REPURCHASE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report of the Company for the year ended December 31, 2025) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
6. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorized to make purchases to the Shares.
The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.
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APPENDIX
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
7. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.
8. EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT
If, on the exercise of the power to repurchase Shares pursuant to the 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 by the relevant Shareholder for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) may obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the WVR Beneficiary is Mr. Jet Jie Li (“Mr. Li”). As at the Latest Practicable Date, Mr. Li is deemed to be interested in 971,390,048 Class A Shares and 7,943,362 Class B Shares, representing approximately 55.06% of the total voting rights in our Company with respect to matters other than the Reserved Matters, and representing approximately 10.99% of the total voting rights in our Company with respect to matters relating to the Reserved Matters. Pursuant to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Repurchase Mandate, the WVR Beneficiary must reduce their weighted voting rights in the Company proportionately through conversion of a proportion of their shareholding with those rights into Class B Shares, if the reduction in the number of Shares in issue would otherwise result in an increase in the proportion of Class A Shares. As such, to the best knowledge and belief of the Directors, the exercise of the Repurchase Mandate is not expected to give rise to an obligation of Mr. Li to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.
On the basis that no further Shares are issued or purchased after the Latest Practicable Date, the Shares counted towards the public float represent approximately 84.64% of the issued Shares as at the Latest Practicable Date, or approximately 76.95% of the issued Shares assuming the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate. The Listing Rules prohibit a company from repurchasing its own shares on the Stock Exchange if the repurchase would result in the number of listed shares which are in public hands falling below the applicable prescribed minimum threshold under the Listing Rules. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would result in the aggregate percentage of Shares held by the public Shareholders falling below the applicable prescribed minimum threshold required by the Listing Rules.
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APPENDIX
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
9. SHARE REPURCHASES BY THE COMPANY
The Company repurchased a total of 28,073,000 Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date, details of which are as follows:
| Date of repurchase | No. of Shares repurchased | Price paid per Share | |
|---|---|---|---|
| Highest HK$ | Lowest HK$ | ||
| February 26, 2026 | 1,556,000 | 10.10 | 10.00 |
| February 27, 2026 | 2,270,000 | 10.31 | 10.21 |
| April 14, 2026 | 216,200 | 10.33 | 10.28 |
| April 17, 2026 | 1,039,600 | 10.47 | 10.40 |
| April 20, 2026 | 1,490,000 | 10.51 | 10.46 |
| April 21, 2026 | 1,490,000 | 10.52 | 10.40 |
| April 22, 2026 | 2,240,000 | 10.58 | 10.34 |
| April 23, 2026 | 1,500,000 | 10.50 | 10.26 |
| April 24, 2026 | 1,510,000 | 10.42 | 10.26 |
| April 27, 2026 | 2,270,000 | 10.36 | 10.12 |
| April 28, 2026 | 2,284,000 | 10.32 | 10.15 |
| April 29, 2026 | 2,720,000 | 10.10 | 9.93 |
| April 30, 2026 | 2,387,000 | 9.98 | 9.69 |
| May 4, 2026 | 1,968,000 | 9.99 | 9.82 |
| May 5, 2026 | 1,516,200 | 9.88 | 9.73 |
| May 6, 2026 | 1,616,000 | 9.71 | 9.57 |
APPENDIX
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
10. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date were as follows:
| Month | Price per Share | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2025 | ||
| May | 6.99 | 5.97 |
| June | 7.05 | 6.51 |
| July | 11.34 | 6.84 |
| August | 11.21 | 10.02 |
| September | 10.32 | 8.83 |
| October | 10.76 | 8.55 |
| November | 10.20 | 9.20 |
| December | 10.98 | 9.40 |
| 2026 | ||
| January | 12.20 | 9.95 |
| February | 11.31 | 9.99 |
| March | 10.49 | 8.93 |
| April | 11.18 | 9.66 |
| May (up to the Latest Practicable Date) | 9.99 | 8.29 |
NOTICE OF ANNUAL GENERAL MEETING
J&T EXPRESS
J&T Global Express Limited
極免速遞環球有限公司
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 1519)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of J&T Global Express Limited (the "Company") will be held by way of a virtual meeting through the e-Meeting System on Thursday, June 25, 2026 at 3:00 p.m. (the "Annual General Meeting") (or any adjournment thereof) for the following purposes:
ORDINARY RESOLUTIONS
- To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Director(s)") and auditors of the Company for the year ended December 31, 2025;
- To authorize the board of Directors of the Company (the "Board") to fix the remuneration of the Directors of the Company;
- To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorize the Board to fix their remuneration;
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (b) below, the exercise by the Directors, during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly;
(c) the approval in paragraph (a) of this resolution above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors; and
(d) for the purpose of this resolution, "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; or
(iii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings.
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (c) below, the exercise by the Directors, during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued class B shares of a par value of US$0.000002 each in the share capital of the Company or securities convertible into Class B Shares, or options, warrants or similar rights to subscribe for Class B Shares or such convertible securities of the Company (including any sale or transfer of treasury shares) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of Class B Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors (whether pursuant to an option or otherwise, and including any sale or transfer of treasury shares) pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the grant or exercise of options under a share option scheme or similar arrangement for the time being of the Company;
(iii) the vesting of the awards granted under the share award scheme of the Company; and
(iv) any scrip dividend scheme 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 articles of association of the Company,
shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly;
(d) for the purposes of this resolution:
"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; or
(iii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings
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NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of Class B Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors (including any sale or transfer of treasury shares) pursuant to such general mandate of the number of Class B Shares repurchased by the Company pursuant to the mandate referred to in the resolution set out in item 4 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution."
By order of the Board
J&T Global Express Limited
Mr. Jet Jie Li
Executive Director, Chairman of the Board and
Chief Executive Officer
Hong Kong, June 3, 2026
Notes:
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The AGM will be held by way of a virtual meeting. Shareholders can attend the AGM through online access by visiting the e-Meeting System through the Internet by using their computer device, tablet device or smartphone. Each registered shareholder's personalised username and password will be sent to him/her/it under separate letter. Shareholders will be able to attend the AGM, vote and submit questions online via the designated URL (https://evoting.vistra.com/#/519). Non-registered holders whose Shares are held in the CCASS through banks, brokers, custodians or HKSCC may also be able to attend the AGM, vote and submit questions online. In this regard, they should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements and the personalized login and access code will be sent to them by email upon receipt of request through their respective bank, broker, custodian or HKSCC. Shareholders and proxies participating in the Annual General Meeting using the e-Meeting System will also be counted towards the quorum.
-
A Shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder of the Company.
NOTICE OF ANNUAL GENERAL MEETING
-
In the case of joint holders, the vote of the senior who tenders a vote, whether in person through the e-Meeting System or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
-
In order to be valid, a form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof shall be deposited at the Company's Hong Kong branch share registrar, 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 the meeting (i.e. not later than 3:00 p.m. on Tuesday, June 23, 2026). The proxy form will be published on the website of The Stock Exchange of Hong Kong Limited. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting through the e-Meeting System at the above meeting (or any adjourned meeting thereof) if they so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
-
For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Thursday, June 18, 2026 to Thursday, June 25, 2026, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, June 17, 2026.
-
The Company will adopt the following arrangements at the Annual General Meeting:
(a) All resolutions at the AGM will be decided on a poll. Shareholders are entitled to attend and vote through online access by visiting the e-Meeting System.
(b) Shareholders can cast their votes and submit questions through online access by visiting the website (https://evoting.vistra.com/#/519). The e-Meeting System will be open for Shareholders to log in approximately 30 minutes prior to the commencement of the AGM and can be accessed from any location with internet connection by a smart phone, tablet device or computer device.
(c) Shareholders attending the AGM using the e-Meeting System will be able to submit questions relevant to the Company's proposed resolutions online during the AGM.
(d) Registered shareholders are requested to provide a valid email address of his or her proxy (except appointing "the chairman of the AGM" as proxy) to receive the username and password to cast their votes and submit online questions on the e-Meeting System. Shareholders are requested to complete the form of proxy in accordance with the instructions printed thereon, return it to the Company's Hong Kong branch share registrar, 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 meeting (i.e. by no later than 3:00 p.m. on Tuesday, June 23, 2026) or any adjournment thereof.
-
Shareholders of the Company whose names appear on the register of members on Thursday, June 25, 2026 are entitled to attend and vote at the Annual General Meeting or any adjourned meetings.
-
References to time and dates in this notice are to Hong Kong time and dates.
-
The meeting is expected to take one hour.
As at the date of this notice, the Board of Directors of the Company comprises Mr. Jet Jie Li as executive Director, Ms. Alice Yu-fen Cheng, Ms. Qinghua Liao and Mr. Yuan Zhang as non-executive Directors, and Mr. Erh Fei Liu, Mr. Peng Shen and Mr. Peter Lai Hock Meng as independent non-executive Directors.
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