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Launch Tech Company Limited — Proxy Solicitation & Information Statement 2025
Apr 3, 2025
50622_rns_2025-04-03_4f804c9a-b0fc-4a60-8fb6-2516608d4f9e.pdf
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, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Launch Tech Company Limited (the "Company"), 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
LAUNCH
深圳市元征科技股份有限公司
LAUNCH TECH COMPANY LIMITED*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2488)
(1) REPURCHASE MANDATE
(2) ISSUE MANDATE
(3) RE-APPOINTMENT OF DIRECTORS
(4) PAYMENT OF FINAL DIVIDEND
(5) NOTICE OF ANNUAL GENERAL MEETING
A letter from the Board is set out on pages 3 to 7 of this circular.
The notice dated 3 April 2025 convening the AGM, i.e. the annual general meeting of the Company, to be held at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Friday, 25 April 2025 at 10:00 a.m., are set out on pages 18 to 23 of this circular.
Whether or not you intend to attend such meetings, you are reminded to complete the proxy form enclosed with this circular, in accordance with the instructions printed thereon and return the same to the Company's H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for the holders of the H Shares only) or the Company's principal place of business at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC (for the holders of the Domestic Shares only) as soon as possible but in any event not less than 24 hours before the respective time fixed for holding such meetings or at any adjournment thereof. Completion and delivery of the said proxy form will not prevent you from attending, and voting in person at, the meetings or at any adjourned meetings if you so wish.
- for identification purpose only
3 April 2025
CONTENTS
page
Definitions 1
Letter from the Board 3
Appendix I – Explanatory Statement 1 – Proposed Re-appointment of Directors 8
Appendix II – Explanatory Statement 2 – Repurchase Mandate. 12
Appendix III – Explanatory Statement 3 – Payment of Final Dividend 15
Notice of AGM 18
– i –
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"AGM"
the annual general meeting of the Company to be convened and held on Friday, 25 April 2025 at 10:00 a.m.
"Articles" or "Articles of Association"
the articles of association of the Company as amended from time to time
"Board"
the board of Directors of the Company
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"Company"
深圳市元征科技股份有限公司 (Launch Tech Company Limited*), a joint stock limited company incorporated in the PRC with limited liability
"Company Law"
the Company Law of the PRC
"CSRC"
the China Securities Regulatory Commission
"Director(s)"
the director(s) of the Company
"Domestic Shares"
domestic share(s) of RMB1.00 each in the share capital of the Company which are subscribed for in RMB
"Domestic Shareholders"
Holders of the Domestic Shares
"H Shares"
the overseas listed foreign invested share(s) of RMB1.00 each in the share capital of the Company which are listed on the Main Board and subscribed for and traded in HK$
"H Shareholders"
Holders of the H Shares
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"HK$" or "HKD"
Hong Kong Dollar, the lawful currency of Hong Kong
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DEFINITIONS
| “Issue Mandate” | a general and unconditional mandate proposed to be granted to the Board by the Shareholders at the AGM to issue not more than 20% of each of the Domestic Shares and H Shares in issue as at the date of passing the resolution, at any time during the period specified in the relevant resolution set out in the Supplemental Notice of AGM |
|---|---|
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “Latest Practicable Date” | 31 March 2025 |
| “PRC” | the People’s Republic of China |
| “Repurchase Mandate” | subject to the conditions set out in the proposed resolutions approving the repurchase mandate at the AGM, the general mandate granted by the Shareholders to the Board to repurchase not more than 10% of the H Shares in issue as at the date of passing of the relevant resolutions |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Shareholders” | the shareholders of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | The Codes on Takeovers and Mergers and Share Repurchases |
In this circular, the English names of the PRC entities are translations of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.
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for identification purpose only
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2 -
LETTER FROM THE BOARD
LAUNCH
深圳市元征科技股份有限公司
LAUNCH TECH COMPANY LIMITED*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2488)
Executive Directors
Mr. Liu Xin (Chairman)
Ms. Huang Zhao Huan
Mr. Jiang Shiwen
Mr. Liu Guozhu
Non-executive Director
Mr. Peng Jian
Independent non-executive Directors
Ms. Zhang Yanxiao
Mr. Bin Zhichao
Ms. He Xujin
Registered office
Launch Industrial Park,
No. 4012 North of Wuhe Road,
Bantian Street,
Longgang District,
Shenzhen, the PRC
Principal place of business
Launch Industrial Park,
No. 4012 North of Wuhe Road,
Bantian Street,
Longgang District,
Shenzhen, the PRC
Principal place of business in Hong Kong
Unit 1104, Crawford House,
70 Queen's Road Central,
Hong Kong
3 April 2025
To the Shareholders,
Dear Sir or Madam,
(1) REPURCHASE MANDATE
(2) ISSUE MANDATE
(3) RE-APPOINTMENT OF DIRECTORS
(4) PAYMENT OF FINAL DIVIDEND
(5) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you notice of the AGM to be held on Friday, 25 April 2025 and to provide you with information regarding the resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM regarding, among others, the Repurchase Mandate and the Issue Mandate and to seek your approval of the other resolutions to be proposed thereat.
- for identification purpose only
LETTER FROM THE BOARD
PROPOSED GENERAL MANDATE TO REPURCHASE H SHARES
Repurchase Mandate
The Company Law and the Articles provide for certain restrictions on share repurchase which are applicable to all classes of shares of the Company.
The Company Law (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares unless such repurchase is effected for the purpose of (a) reducing its registered capital; (b) in connection with a merger between itself and another entity that holds its shares; (c) granting shares as reward to the staff of the company; or (d) the repurchase is made at the request of its shareholders who disagrees with shareholders' resolutions in connection with a merger or division.
The Listing Rules permit the shareholders of a PRC joint stock limited company to grant a general mandate to its directors to repurchase shares of such company that is listed on the Stock Exchange. Such mandate is required to be given by way of a special resolution passed by its shareholders in general meeting.
H Shares are traded on the Stock Exchange in Hong Kong dollars. Therefore, the repurchase of H Shares by the Company is subject to the approval of the SAFE (or its successor authority), and the price payable by the Company upon any repurchase of H Shares will be paid in Hong Kong dollars.
In accordance with the requirements of the Articles of Association applicable to capital reduction, the Company will have to notify its creditors of the passing of the resolution for the reduction of the registered capital of the Company. In addition, the Company Law provides that the shares repurchased by a company will have to be cancelled and the registered capital of that company will therefore be reduced by an amount equivalent to the aggregate nominal value of the shares so cancelled. In the event of a reduction of registered capital, the Company shall inform its creditors by way of written notice and announcement within a prescribed period after the passing of the relevant resolutions approving such reduction.
Conditions to Repurchase H Shares
In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any H Shares (including where such repurchase may lead to an enhancement of the net asset value per Share and/or the earnings per Share), approval is proposed to be sought from the Shareholders for the grant of the Repurchase Mandate to the Directors. In accordance with the legal and regulatory requirements described above, the Directors give notices to convene the AGM. At such meeting, a special resolution will be proposed to grant to the Directors the Repurchase Mandate which is a conditional general mandate to repurchase H Shares in issue on the Stock Exchange with an aggregate nominal value not exceeding 10% of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of such special resolution.
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LETTER FROM THE BOARD
The Repurchase Mandate will be conditional upon (a) the special resolution for approving the grant of the Repurchase Mandate being passed at the AGM; and (b) the approvals of SAFE (or its successor authority) and/or any other regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate. If the above conditions are not fulfilled, the Repurchase Mandate will not be exercisable by the Directors.
The Repurchase Mandate would expire on the earliest of (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of a period of twelve months following the passing of the relevant resolution at the AGM; or (c) the date on which the authority conferred by the special resolution is revoked or varied by a special resolution of the Shareholders in a general meeting.
The H Shares which may be repurchased by the Company pursuant to the Repurchase Mandate shall not exceed 10% of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of the resolution approving the Repurchase Mandate at the AGM.
Explanatory Statement
An explanatory statement containing further information relating to the Repurchase Mandate is set out in Appendix II to this circular.
GENERAL MANDATE TO ISSUE ADDITIONAL DOMESTIC SHARES AND H SHARES
The details set out in special resolution numbered S2 in the notice of AGM will be proposed at such meeting for the granting of a general mandate to the Directors to allot, issue and/or deal with new Shares of up to a maximum of 20% of each of the issued Domestic Shares and H Shares of the Company as at the date of passing the relevant resolution at the AGM.
As at the Latest Practicable Date, there were 253,560,000 Domestic Shares and 162,228,100 H Shares of the Company in issue. Subject to the passing of the proposed resolution approving the grant of the Issue Mandate to the Board and on the basis that other than the cancellation of 701,500 H Shares, no Shares will be issued or repurchased and cancelled by the Company prior to the AGM, a maximum of 50,712,000 Domestic Shares and 32,305,320 H Shares, being 20% of 161,526,600 shares which would be the total number of H Shares in issue as at the date of passing the relevant resolution (i.e. 162,228,100 deducting the 701,500 shares to be cancelled), can be separately or concurrently allotted, issued and/or dealt with by the Board pursuant to the Issue Mandate to be granted by the Shareholders. The Issue Mandate will expire upon the earliest of:
(a) the conclusion of the next annual general meeting of the Company following the passing of this resolution;
(b) the expiration of a 12-month period following the passing of this resolution; or
LETTER FROM THE BOARD
(c) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the Company in a general meeting.
Special resolution will be proposed at the AGM in relation to the granting of the Issue Mandate to the Directors to issue, allot and/or deal with additional Domestic Shares and H Shares, details of which are set out in special resolution numbered S2 of the Notice of AGM.
PROPOSED RE-APPOINTMENT OF DIRECTORS
The Board proposes to re-appoint Mr. Liu Xin and Mr. Liu Guozhu as executive Directors and re-appoint Ms. Zhang Yanxiao and Mr. Bin Zhichao as independent non-executive Directors for a term of three years, with immediate effect from passing of the ordinary resolution approving the appointment thereof at the AGM. Ordinary resolutions will be proposed at the AGM to re-appoint Mr. Liu Xin and Mr. Liu Guozhu as executive Directors and re-appoint Ms. Zhang Yanxiao and Mr. Bin Zhichao as independent non-executive Directors.
PROPOSED PAYMENT OF CASH DIVIDENDS
The Board proposed the payment of Cash Dividends of RMB0.45 per Share (inclusive of applicable tax). In accordance with the Articles of Association, Cash Dividends will be denominated and declared in RMB. The dividends for Domestic Shares will be paid in RMB and the dividends for H Shares will be paid in HK$. The payment of Cash Dividends is subject to the approval of the Shareholders at the AGM.
AGM BOOK CLOSURE PERIOD
The register of members of the Company in Hong Kong will be closed from Tuesday, 22 April 2025 to Friday, 25 April 2025, both days inclusive, during which no transfer of shares will be effected. In order to be eligible to attend the AGM and to vote thereat as Shareholders, all transfers of H Shares together with the relevant share certificates must be delivered to the Company's H Share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Thursday, 17 April 2025. All transfers of Domestic Shares together with the relevant share certificates must be delivered to the Company's principal place of business in the PRC at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC, no later than 4:30 p.m. on Thursday, 17 April 2025.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll. The Chairman of the meeting will therefore demand a poll for every resolution put to vote at the AGM in accordance with the Articles and the Listing Rules. An announcement on the poll result will be made by the Company in accordance with the Listing Rules.
LETTER FROM THE BOARD
RECOMMENDATION
The Board is of the view that the resolutions including proposed Issue Mandate and the proposed Repurchase Mandate are in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief:
(a) the information contained in this circular is accurate and complete in all material respects and not misleading;
(b) there are no other matters the omission of which would make any statement in this circular misleading; and
(c) all opinions expressed in this circular have been arrived at after due and careful consideration.
ADDITIONAL INFORMATION
Your attention is drawn to the additional information set out in the appendix to this circular.
Yours faithfully,
for and on behalf of
Launch Tech Company Limited
Liu Xin
Chairman
APPENDIX I
EXPLANATORY STATEMENT 1 – PROPOSED RE-APPOINTMENT OF DIRECTORS
The following are the particulars of the Directors proposed to be re-appointed at the AGM:
EXECUTIVE DIRECTORS
Mr. Liu Xin
Mr. Liu Xin, also known as Louis Liu, aged 56, executive director and chairman of the Company. Mr. Liu is the founder of the Company and has nearly 30 years of experience in corporate management, business development, product development and marketing in the computer and automotive diagnostic and testing industries. He is currently the vice chairman of China Automotive Maintenance and Repair Trade Association. He is a graduate of Chengdu Technology University (currently known as Sichuan University) with a bachelor's degree in applied physics. Mr. Liu is mainly responsible for the strategic planning, overall management, establishment of strategic alliances and development of overseas marketing and sales channel. On 28 January 2022, Mr. Liu has been appointed as the chief executive officer of the Company, a member of the Remuneration Committee, the Authorised Representative, the Service Agent and the compliance officer of the Company.
The Company proposes to re-appoint Mr. Liu as an Executive Director for a term of three years, with effect from the date of AGM. Upon approval by Shareholders at the AGM, his emoluments will be determined by the Board with reference to his responsibilities and performance of duties to the Company.
Long positions in Shares
Domestic Shares
| Capacity in which shares were held | Number of domestic shares | Approximate percentage of the Company’s issued domestic shares | Approximate percentage of the Company’s total issued shares |
|---|---|---|---|
| Beneficiary owner | 79,200,000 | 31.24% | 19.05% |
| Interest in a controlled company | 59,318,400 | 23.39% | |
| (Note 1) | 14.27% | ||
| Interest in a controlled company | 11,938,200 | 4.71% | |
| (Note 2) | 2.87% | ||
| Interest in a controlled company | 35,160,000 | 13.87% | |
| (Note 3) | 8.46% |
APPENDIX I
EXPLANATORY STATEMENT 1 – PROPOSED RE-APPOINTMENT OF DIRECTORS
Notes:
(1) Mr. Liu Xin holds 60.00% interest in 深圳市淮曲科技開發有限公司 (“Shenzhen Langqu”) which holds approximately 23.39% interest in the issued domestic shares of the Company. The corporate interest of Mr. Liu Xin in the Company duplicates with that held by Mr. Liu Jun in the Company. By virtue of Mr. Liu Xin’s holding more than one-third interest in Shenzhen Langqu, Mr. Liu Xin is deemed, under Part XV of the SFO, to be interested in approximately 23.39% interest in the issued domestic shares of the Company apart from his personal interest of 31.24% interest in the issued domestic shares of the Company.
(2) Mr. Liu Xin holds 40.00% interest in 深圳市得時域投資有限公司 (“Shenzhen De Shi Yu”) which holds approximately 4.71% interest in the issued domestic shares of the Company. By virtue of Mr. Liu Xin’s holding more than one-third interest in Shenzhen De Shi Yu, Mr. Liu Xin is deemed, under Part XV of the SFO, to be interested in 4.71% interest in the issued domestic shares of the Company apart from his personal interest of 31.24% interest in the issued domestic shares of the Company.
(3) Shenzhen Yuan Zhong Cheng You Consultancy Limited Partnership (Limited Partnership)（深圳市元翠成有諮詢有限合夥（有限合夥） (“Shenzhen Yuan Zhong”) is a limited partnership established in PRC and controlled by Mr. Liu Xin for holding 35,160,000 Domestic Shares. The general partner of Shenzhen Yuan Zhong is Mr. Liu Xin and the limited partner of Shenzhen Yuan Zhong is Shenzhen Gu Lu Yun Intelligent Technology Co., Ltd.（深圳市軸轆雲智能科技有限公司），which is a PRC limited company wholly owned by Mr. Liu Xin.
Save as disclosed above, Mr. Liu does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Mr. Liu does not have any relationship with the Directors, supervisors, senior management or substantial or controlling Shareholders of the Company.
Mr. Liu did not hold any directorship in other listed public companies in the last three years.
Save as disclosed above, there is no other information which is disclosable, nor any involvement of Mr. Liu in any of the matters which is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.
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APPENDIX I
EXPLANATORY STATEMENT 1 – PROPOSED RE-APPOINTMENT OF DIRECTORS
Mr. Liu Guozhu
Mr. Liu Guozhu, aged 43, vice president of the Company. Mr. Liu Guozhu graduated from East China Jiaotong University with a bachelor’s degree in computer science and technology. At present, he is responsible for the management of diagnostic software as well as the management of DIY products, tyre pressure products and security products. Mr. Liu has over 15 years of experience in the development and management of diagnostic software. Mr. Liu joined the Company in 2005.
The Company proposes to re-appoint Mr. Liu as an Executive Director for a term of three years, with effect from the date of AGM. Upon approval by Shareholders at the AGM, his emoluments will be determined by the Board with reference to his responsibilities and performance of duties to the Company.
Mr. Liu does not have any relationship with the Directors, supervisors, senior management or substantial or controlling Shareholders of the Company. Mr. Liu does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
Mr. Liu did not hold any directorship in other listed public companies in the last three years.
Save as disclosed above, there is no other information which is disclosable, nor any involvement of Mr. Liu in any matters which is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Ms. Zhang Yanxiao
Ms. Zhang Yanxiao, aged 49, graduated from Central South University in 1997 with a bachelor’s degree in accounting. After graduation, she accumulated 7 years of financial work experience in various enterprises. She began to join an accounting firm to participate in audit-related work in 2005, and from 2011 to 2018 she joined Yingda Securities Co., Ltd. and served as the deputy general manager; since then she joined the Shenzhen Third Generation Semiconductor Research Institute and served as the head of the finance department for the setting up of the research institute, building financial management system, and standardizing financial management and accounting. Ms. Zhang has rich experience in accounting, financial management, auditing and other work and management; she has the practicing qualification of Chinese Certified Public Accountant (CPA) and Certified Tax Agent (CTA), and has obtained the qualification of International Certified Internal Auditor (CIA) and the title of accountant. She is not only familiar with the PRC accounting and tax-related laws and regulations, but also familiar with listed companies and securities-related laws and regulations.
APPENDIX I
EXPLANATORY STATEMENT 1 – PROPOSED RE-APPOINTMENT OF DIRECTORS
(i) Ms. Zhang did not hold any directorship in other listed public companies in the last three years; (ii) Ms. Zhang does not have any relationship with the Directors, supervisors, senior management or substantial or controlling Shareholders of the Company; (iii) Ms. Zhang does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO; and (iv) Ms. Zhang does not hold any other positions with the Company or other members of the Group. Ms. Zhang has confirmed that she has met the independence criteria as set out in Rule 3.13 of the Listing Rules.
Save as disclosed above, there is no other information in relation to her appointment which is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.
Mr. Bin Zhichao
Mr. Bin Zhichao, aged 36, graduated from the Law Department of Wuhan University in 2010 and worked for Guohai Securities Co., Ltd from 2010 to 2014; he worked for Guangxi Financial Investment Group from 2014 to 2018 and was responsible for the investment banking department of the head office and the investment work of its subsidiaries; from 2018 to 2019, he worked for Beijing Shengshijing Asset Management Co., Ltd. as the person in charge of project development in Guangxi; since 2019, he has been working as a freelance business consultant. Mr. Bin has extensive experience in general financial business and is familiar with the management operation and investment risk control of corporate and private equity funds.
(i) Mr. Bin did not hold any directorship in other listed public companies in the last three years; (ii) Mr. Bin does not have any relationship with the Directors, supervisors, senior management or substantial or controlling Shareholders of the Company; (iii) Mr. Bin does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO; and (iv) Mr. Bin does not hold any other positions with the Company or other members of the Group. Mr. Bin has confirmed that he has met the independence criteria as set out in Rule 3.13 of the Listing Rules.
Save as disclosed above, there is no other information in relation to his appointment which is required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT 2 - REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to vote for or against the special resolution to approve the grant of the Repurchase Mandate to the Directors.
LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarized below. The Company is empowered by the Articles of Association to repurchase its own securities.
SHARE CAPITAL
As at the Latest Practicable Date, the registered share capital of the Company is RMB415,788,100 comprising 253,560,000 Domestic Shares and 162,228,100 H Shares. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that other than the cancellation of 701,500 H Shares, no H Shares will be allotted, issued or repurchased and cancelled by the Company on or prior to the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 16,152,660 H Shares, being 10% of 161,526,600 shares which would be the total number of H Shares in issue as at the date of passing the relevant resolution (i.e. 162,228,100 deducting the 701,500 shares to be cancelled).
REASONS FOR THE REPURCHASE
The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.
FUNDING OF REPURCHASES
In repurchasing its H Shares, the Company may only apply funds from the Company's internal resources legally available for such purpose in accordance with the Articles, the Listing Rules and the applicable laws, rules and regulations of the PRC, including but not limited to surplus funds and undistributed profits of the Company or the proceeds of a fresh issue of Shares made for the purpose of the repurchase.
Based on the financial position disclosed in the recently published audited accounts for the year ended 31 December 2024, the Directors consider that there will not be any material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. The number of H Shares to be repurchased on any occasion and the price
APPENDIX II
EXPLANATORY STATEMENT 2 - REPURCHASE MANDATE
and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing and in the best interests of the Company.
STATUS OF REPURCHASED H SHARES
The Listing Rules provide that the listing of all the H Shares repurchased by the Company shall automatically be cancelled and the relevant share certificates shall be cancelled and destroyed. Under the PRC laws, the H Shares repurchased by the Company will be cancelled and the Company's registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H Shares so cancelled.
H SHARE PRICES
The highest and lowest prices at which the H Shares were traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:
| Highest (HK$) | Lowest (HK$) | |
|---|---|---|
| 2024 | ||
| April | 2.97 | 2.21 |
| May | 3.39 | 2.53 |
| June | 4.01 | 2.93 |
| July | 4.48 | 3.62 |
| August | 5.54 | 3.81 |
| September | 5.74 | 4.40 |
| October | 6.39 | 5.05 |
| November | 7.10 | 5.12 |
| December | 9.18 | 6.37 |
| 2025 | ||
| January | 10.46 | 7.80 |
| February | 10.26 | 8.65 |
| March | 12.92 | 8.94 |
DIRECTORS' UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.
APPENDIX II
EXPLANATORY STATEMENT 2 - REPURCHASE MANDATE
DISCLOSURE OF INTERESTS
None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, their associates, have any present intention to sell to the Company any of the H Shares in the Company if the Repurchase Mandate is approved at the AGM.
As at the Latest Practicable Date, no connected person of the Company has notified the Company that he/she/it has a present intention to sell any H Shares nor has such connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Repurchase Mandate is granted.
IMPLICATION UNDER THE TAKEOVERS CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Company has no substantial shareholder (as defined in the Takeovers Code). The Directors are not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law as a result of any repurchases to be made under the Repurchase Mandate. Moreover, the Directors will not make share repurchase on the Stock Exchange if such repurchase would result in the requirements under Rule 8.08 of the Listing Rules not being complied with.
SECURITIES REPURCHASE MADE BY THE COMPANY
The Company repurchased a total of 701,500 H Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date, details of which are stated as follows:
| DATE | QUANTITY | HIGHEST (HK$) | LOWEST (HK$) |
|---|---|---|---|
| 17 January 2025 | 12,000 | 8.5000 | 8.4800 |
| 6 February 2025 | 118,500 | 9.3000 | 9.0400 |
| 7 February 2025 | 103,500 | 9.3500 | 9.2700 |
| 11 February 2025 | 215,500 | 9.1000 | 8.8500 |
| 12 February 2025 | 47,000 | 9.0600 | 9.0300 |
| 13 February 2025 | 94,500 | 9.1000 | 8.7600 |
| 14 February 2025 | 30,500 | 9.1800 | 9.1400 |
| 17 February 2025 | 80,000 | 9.1000 | 8.8900 |
APPENDIX III
EXPLANATORY STATEMENT 3 - PAYMENT OF FINAL DIVIDEND
TO CONSIDER AND APPROVE THE PLAN OF PROFIT DISTRIBUTION FOR THE YEAR ENDED 31 DECEMBER 2024
The Board proposed to distribute Cash Dividends of RMB0.45 per Share (inclusive of applicable tax).
Proposed Payment of Cash Dividends
The Board proposed the payment of Cash Dividends of RMB0.45 per Share (inclusive of applicable tax). In accordance with the Articles of Association, Cash Dividends will be denominated and declared in RMB. The dividends for Domestic Shares will be paid in RMB and the dividends for H Shares will be paid in HK$. The payment of Cash Dividends is subject to the approval of the Shareholders at the AGM.
Payment of Cash Dividends
The method of payment of the dividend by the Company is as follows:
(1) In accordance with the relevant requirements and the articles of association of the Company (the "Articles of Association"), dividend payable to holders of H Shares shall be calculated in Renminbi and paid in Hong Kong dollars. The following conversion formula shall apply:
$$
\text{Dividend in Hong Kong Dollar} = \frac{\text{Dividend in Renminbi}}{\text{Average mean price in Hong Kong Dollar published daily by}}
$$
The People's Bank of China over a period of one calendar week prior to the declaration of the dividend
For the purpose of the Cash Dividends, the date of declaration is 25 March 2025. The average mean price of one Hong Kong dollar published daily by The People's Bank of China over a period of one calendar week prior to the declaration of the dividend (i.e. 18 March 2025 to 24 March 2025) is RMB0.9233. Applying such average price to the above formula, the dividend for each H Share is HK$0.4874.
(2) Pursuant to the Articles of Association, the Company has appointed Bank of China (Hong Kong) Limited (the "Receiving Agent"), which is registered as a trust company under the Trustee Ordinance (Cap. 29 of the Laws of Hong Kong), to receive on behalf of holders of H Shares dividend declared in respect of the H Shares. The dividend warrants of the H Shares will be issued by the Receiving Agent and will be posted by ordinary mail to holders of H Shares at their own risk on or before 23 May 2025.
According to the Articles of Association, for the purpose of identifying holders of H Shares who are entitled to receive the Cash Dividends, the register of members of H Shares of the Company will be closed from 1 May 2025 to 8 May 2025 (both days inclusive) during which period no registration of transfer of H Shares will be effected. In order to
APPENDIX III
EXPLANATORY STATEMENT 3 - PAYMENT OF FINAL DIVIDEND
qualify for the Cash Dividends mentioned above, holders of H Shares whose transfers have not been registered must lodge the transfer forms and the relevant share certificates at the Company's H Share registrar, Computershare Hong Kong Investor Services Limited (address: Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong), for registration no later than 4:30 p.m. on 30 April 2025.
Expected Timetable
The expected timetable for, inter alia, the distribution of Cash Dividends as set out below is indicative only and has been prepared on the assumption that all conditions of the distribution of Cash Dividends will be fulfilled. The expected timetable may be varied, and any subsequent change will be announced in a separate announcement by the Company as and when appropriate:
2025
Latest time for lodging transfer of H Shares in order to be qualified for attending and voting at the AGM
4:30 p.m. on Thursday, 17 April
Register of members of H Shares closes
from Tuesday, 22 April to Friday, 25 April (both days inclusive)
The latest time for lodging the form of proxy of AGM
10:00 am on Thursday, 24 April
AGM
10:00 a.m. on Friday, 25 April
Publication of the poll results of the AGM
Friday, 25 April
Last day of dealings in H Shares on a cum-entitlement basis
Monday, 28 April
First day of dealings in H Shares on an ex-entitlement basis
Tuesday, 29 April
Latest time for lodging transfer of H Shares in order to be entitled to the Cash Dividends
Wednesday, 30 April
Register of members of H Shares closes
from Thursday, 1 May to Thursday, 8 May (both days inclusive)
Record Date
Thursday, 8 May
Register of members of H Shares re-opens
Friday, 9 May
Distribution of Cash Dividends of H Shares
Friday, 23 May
APPENDIX III
EXPLANATORY STATEMENT 3 - PAYMENT OF FINAL DIVIDEND
The Withholding and Payment of Enterprise Income Tax for Non-resident Enterprise Holders of Overseas H Shares in respect of the Cash Dividend
According to the Enterprise Income Tax Law of the People's Republic of China (《中華人民共和國企業所得稅法》) and the Detailed Rules for the Implementation of the Enterprise Income Tax Law of the People's Republic of China (《中華人民共和國企業所得稅法實施條例》) (collectively, the “Enterprise Tax Law”) and the relevant requirements of the tax supervisory authorities of the People's Republic of China, including, among others, the “Notification of Issues in relation to the Withholding and Payment of Enterprise Income Tax for Payment of Dividend to H Shareholders who are Overseas Non-resident Enterprises by Chinese Resident Enterprises” (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》國稅函[2008]897號)), the Company is required to withhold 10% enterprise income tax when it distributes the Cash Dividend to all non-resident enterprise shareholders (including HKSCC Nominees Limited, other nominees, trustees or other entities and organisations, who will be deemed as non-resident enterprise shareholders) whose names appeared on the H Share register of members of the Company on 8 May 2025. The term “non-resident enterprise(s)” when used herein has the same meaning as defined under the Enterprise Tax Law and its relevant rules and regulations.
If non-resident enterprise shareholders of the Company have any queries on the above arrangements, they should seek advice from their tax advisors on the tax impact in the PRC and other country(ies) or region(s) in relation to the holding and disposing of H Shares.
Investors and potential investors of the H Shares are recommended by the Company to consult professional tax advisors if they are in any doubt as to the implications of the abovementioned mechanism of withholding and payment of enterprise income tax. The Company assumes no liability whatsoever in respect of and will not entertain any requests or claims arising from any inaccurate determination of or untimely change in the status of the shareholders or any disputes over the abovementioned withholding and payment of enterprise income tax.
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NOTICE OF AGM
LAUNCH
深圳市元征科技股份有限公司
LAUNCH TECH COMPANY LIMITED*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2488)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that Annual General Meeting of Launch Tech Company Limited (the "Company") will be held at the 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Friday, 25 April 2025 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To consider and approve the Directors' report for the year ended 31 December 2024;
- To consider and approve the Supervisory Committee's report for the year ended 31 December 2024;
- To consider and approve the audited financial statements and the report of the auditors of the Company for the year ended 31 December 2024;
- To consider and re-appoint Da Hua Certified Public Accountants (大華會計師事務所) as the independent auditor of the Company and to authorize the board of Directors (the "Board") to fix their remuneration;
- To re-appoint Mr. Liu Xin as the Company's executive Director and authorize the Board to fix his remuneration;
- To re-appoint Mr. Liu Guozhu as the Company's executive Director and authorize the Board to fix his remuneration;
- To re-appoint Ms. Zhang Yanxiao as the Company's independent non-executive Director and authorize the Board to fix her remuneration;
- To re-appoint Mr. Bin Zhichao as the Company's independent non-executive Director and authorize the Board to fix his remuneration;
-
To authorize the Board to enter into, for and on behalf of the Company, a new service contract with each of the newly appointed Director and Supervisor upon such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matter; and
-
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NOTICE OF AGM
- To consider and approve the plan of profit distribution for the year ended 31 December 2024. A payment of Cash Dividends of RMB0.45 per Share (inclusive of applicable tax) is proposed.
SPECIAL RESOLUTIONS
To consider and, if thought fit, approve the followings as special resolutions:
S1. "THAT:
(a) subject to paragraphs (b) and (c) below and in compliance with all applicable laws, rules, and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Stock Exchange of Hong Kong Limited (the "Stock Exchange") or of any other governmental or regulatory body, a general and unconditional mandate be and is hereby granted to the Board to exercise once or more the powers of the Company to repurchase the issued H Shares on the Stock Exchange during the Relevant Period (as defined in paragraph (d) below);
(b) the aggregate nominal value of H Shares authorised to be repurchased subject to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of this resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
(i) the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company if appropriate; and
(ii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company in its absolute discretion having repaid or provided guarantee in respect of such amount) pursuant to the Articles of the Company;
(d) for the purpose of this special resolution, "Relevant Period" means the period from the passing of this special resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting following the passing of this special resolution; or
(ii) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the Shareholders in any general meeting.
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NOTICE OF AGM
(e) subject to approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be and be hereby authorised to:
(i) amend the Articles (as defined in the Circular) as it thinks fit so as to reduce the registered capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares of the Company as contemplated in paragraph (a) above; and
(ii) file the amended Articles with the relevant governmental authorities of the PRC."
S2. To consider and approve the grant of general mandate to the Board of Directors for the issue of new shares of the Company:
As special business, to authorize the Board of Directors of the Company to determine if the Company shall allot, issue and deal with domestic shares and overseas listed foreign shares ("H Shares") separately or concurrently, according to the market conditions and the needs of the Company, provided that the respective number of shares shall not exceed 20% of the domestic shares or H Shares of the Company in issue on the date of the passing of this special resolution. However, notwithstanding the granting of the general mandate to the Board of Directors, any issue of new domestic shares would require further shareholders' approval at a shareholders' meeting in accordance with the relevant PRC laws and regulations.
The special resolutions are as follows:
(1) Subject to the conditions set out in paragraphs (3) and (4) below and pursuant to the Company Law of the People's Republic of China (the "PRC") (the "PRC Company Law") and the relevant regulatory requirements (as amended from time to time) of the places where the shares of the Company are listed, the Board of Directors be granted a general and unconditional mandate to exercise all the powers of the Company to allot, issue and deal with new shares during the "Relevant Period" and to determine the terms and conditions for the allotment and issue of new shares which include, without limitation, the following terms:
a. class and number of new shares to be issued;
b. price determination method of new shares and/or issue price (including price range);
c. the starting and closing dates for the issue;
d. class and number of the new shares to be issued to existing shareholders; and
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NOTICE OF AGM
e. the making or granting of offers, agreements and options which might require the exercise of such powers.
(2) The approval in paragraph (1) above shall authorize the Board of Directors during the “Relevant Period” to make or grant proposals, agreements and options which would or might require the exercise of such powers after the end of the “Relevant Period”.
(3) The aggregate nominal amount of the new domestic shares and new H Shares allotted, issued and dealt with conditionally or unconditionally (whether pursuant to an option or otherwise) by the Board of Directors pursuant to the approval in paragraph (1), other than the shares issued pursuant to the Rights Issue (as hereinafter defined) or the rights to purchase the shares of the Company under any option scheme or similar arrangement, shall not exceed 20% of the domestic shares and H Shares of the Company in issue respectively as at the date of passing this resolution.
(4) In exercising the powers granted in paragraph (1), the Board of Directors shall (a) comply with the PRC Company Law and the relevant regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed; and (b) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments.
(5) For the purpose of this resolution:
“Relevant Period” means the period from the date of passing this resolution until the earlier of:
a. the expiration of the 12-month period following the passing of this resolution;
b. the conclusion of the next annual general meeting of the Company; or
c. the revocation or variation of the mandate granted under this resolution by a special resolution of the Company’s shareholders in a general meeting.
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NOTICE OF AGM
"Rights Issue" means the allotment or issue of shares in the Company or other securities which would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding for such purpose any shareholder who is resident in a place where such proposed share allotment or issue is not permitted under the law of that place) and, where appropriate, the holders of other equity securities of the Company entitled to such offer, pro-rata (apart from fractional entitlements) to their existing holdings of shares or such other equity securities.
(6) The Board of Directors, subject to the approval of the relevant authorities of the PRC and in accordance with the Company Law, be authorized to increase the registered capital of the Company to the required amount upon the exercise of the powers pursuant to paragraph (1) above.
(7) The Board of Directors be authorized to sign the necessary documents, complete the necessary formalities and take other necessary steps to complete the allotment, issue and listing of new shares, provided that the same do not violate the relevant laws, administrative regulations, the relevant regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed and the Articles of Association.
(8) Subject to the approval of the relevant PRC authorities, the Board of Directors be authorized to make amendments to the Articles of Association as appropriate and necessary after the completion of the allotment and issue of new shares according to the method, type and number of the allotment and issue of new shares by the Company and the actual shareholding structure of the Company at the time of completion of the allotment and issue of new shares in order to reflect the changes of the share capital structure and registered capital of the Company pursuant to the exercise of this mandate.
Yours faithfully,
By order of the Board
Launch Tech Company Limited*
Liu Xin
Chairman
Shenzhen, the PRC
3 April 2025
- for identification purpose only
NOTICE OF AGM
Notes:
(A) Shareholders of the Company shall note that pursuant to Article 46 of the Articles, the share register of the Company will be closed during the period from Tuesday, 22 April 2025 to Friday, 25 April 2025, both days inclusive, during which period no transfer of shares will be registered. In order to qualify to attend and vote at the AGM, all transfer documents, together with the relevant share certificates, should be lodged to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares), or to the Company’s principal place of business in the PRC (for holders of Domestic shares), no later than 4:30 p.m. on Thursday, 17 April 2025. Shareholders whose names appear on the register of shareholders of the Company on the Record Date shall be entitled to attend the AGM and to vote thereat.
(B) Any Shareholders entitled to attend and to vote at the AGM shall be entitled to appoint a proxy who need not be a Shareholder, to attend and to vote on his behalf. A member who is the holder of two or more shares may appoint more than one proxy.
(C) To be valid, the proxy forms for the use by Shareholders and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarised copy of that power of attorney or other authority must be delivered to the Company not less than 24 hours before the time scheduled for holding the AGM or its adjourned meetings of the Company.
(D) Completion and return of the proxy form will not affect the right of the shareholders of the Company to attend and to vote at the AGM in person. In such event, the form of proxy will be deemed to have been revoked.
(E) Holders of domestic shares shall deliver the proxy form and, if such proxy is signed by a person on behalf of his appointer pursuant to a power of attorney or other authority, a notarially certified copy of the power of attorney or other authority to the Company’s principal place of business in the PRC.
(F) Holders of H Shares shall deliver the proxy form and, if such proxy is signed by a person on behalf of his appointer pursuant to a power of attorney or other authority, a notarially certified copy of the power of attorney or other authority to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(G) The AGM is expected to last for half an hour. Shareholders and their proxies attending the AGM shall be responsible for the transportation and accommodation expenses on their own.
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