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Launch Tech Company Limited — Proxy Solicitation & Information Statement 2026
Apr 2, 2026
50622_rns_2026-04-02_f1ed2803-72bf-4ace-8247-30b6039b15ba.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
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, 24 April 2026 at 3:00 p.m. for the following purposes:
ORDINARY RESOLUTIONS
- To consider and approve the Directors' report for the year ended 31 December 2025;
- To consider and approve the audited financial statements and the report of the auditors of the Company for the year ended 31 December 2025;
- 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. Jiang Shiwen as the Company's executive Director and authorize the Board to fix his remuneration;
- To re-appoint Ms. Huang Zhao Huan as the Company's executive Director and authorize the Board to fix her remuneration;
- To re-appoint Mr. Peng Jian as the Company's 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 Directors 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
- To consider and approve the plan of profit distribution for the year ended 31 December 2025. A payment of Cash Dividends of RMB0.41 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.
(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:
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(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
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”.
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(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.
“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.
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(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
2 April 2026
- for identification purpose only
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, 21 April 2026 to Friday, 24 April 2026, 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 Monday, 20 April 2026. 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.
As at the date of this notice, the board of directors of the Company comprises Mr. Liu Xin (Chairman), Ms. Huang Zhao Huan and Mr. Jiang Shiwen as executive Directors, Mr. Liu Guozhu as employee Director, Mr. Peng Jian as non-executive Director, and Ms. Zhang Yanxiao, Ms. He Xujin and Mr. Bin Zhichao as independent non-executive Directors.
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