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Leoch International Technology Limited — Proxy Solicitation & Information Statement 2026
Apr 22, 2026
49505_rns_2026-04-22_1bd4ed67-c0e3-447f-abfa-9a83a0c971c7.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.

Leoch International Technology Limited
理士國際技術有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 842)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting ("AGM") of Leoch International Technology Limited (the "Company") will be held at 10:00 a.m. on Friday, 15 May 2026 at Unit C, 33/F., TML Tower, No. 3 Hoi Shing Road, Tsuen Wan, N.T., Hong Kong, for the following purposes:
As Ordinary Business
ORDINARY RESOLUTIONS
- To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (collectively, "Directors" and individually, a "Director") and the auditors of the Company (the "Auditors") for the year ended 31 December 2025.
- To re-elect Dr. DONG Li, as an executive Director.
- To re-elect Mr. WU Kouyue, as an executive Director.
- To re-elect Ms. HONG Yu as an executive Director.
- To authorize the board of Directors (the "Board") to fix the respective Directors' remuneration.
- To re-appoint Ernst & Young as Auditors and to authorise the Board to fix their remuneration.
As Special Business
ORDINARY RESOLUTIONS
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT:
(a) subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (e) of this Resolution) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company (the "Shares") or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, to sell and/or transfer Shares that are held as Treasury Shares (as defined in the Listing Rules) out of treasury, and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this Resolution shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period (as defined in paragraph (e) of this Resolution) to make or grant offers, agreements and options which would or might require the exercise of such powers at any time during or after the end of the Relevant Period (as defined in paragraph (e) of this Resolution);
(c) the number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise), and Treasury Shares sold and/or transferred out of treasury or agreed conditionally or unconditionally to be sold and/or transferred out of treasury (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to:
(i) a Rights Issue (as defined in paragraph (e) of this Resolution);
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(ii) an exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;
(iii) an exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or such other persons eligible to participate in any such scheme(s) or arrangement of Shares or rights to acquire Shares;
(iv) any scrip dividend or similar arrangement providing for the allotment and issue of Shares (including the sale and/or transfer of any Shares that are held as Treasury Shares out of treasury) in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the "Articles") or a specific authority granted by the Shareholders in general meeting,
shall not exceed 20 per cent of the total issued Shares of the Company (excluding Treasury Shares, if any) as at the date of passing of this Resolution and the said approval shall be limited accordingly;
(d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
(e) for the purpose of this Resolution:
(i) "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
(aa) the conclusion of the next annual general meeting of the Company;
(bb) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or
(cc) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.
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(ii) “Rights Issue” means an offer of Shares or other equity securities of the Company open for a period fixed by the Directors to the holders of Shares on the register of members of the Company on a fixed record date in proportion to their holdings of such Shares (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 recognised regulatory body or any stock exchange in any territory outside the Hong Kong Special Administrative Region of the People’s Republic of China applicable to the Company).
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
“THAT:
(a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this Resolution) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and regulations of Hong Kong, the Cayman Islands, the Articles and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the total number of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period (as defined in paragraph (d) of this Resolution) shall not exceed 10 per cent of the total number of issued Shares of the Company (excluding Treasury Shares, if any) as at the date of passing of this Resolution and the said approval shall be limited accordingly;
(c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and
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(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 or any applicable laws of the Cayman Islands to be held; or
(iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
“THAT conditional upon the passing of Resolutions 7 and 8 set out in this notice of annual general meeting dated 23 April 2026 (the “AGM Notice”) convening this meeting, the number of Shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted, and Treasury Shares sold and/or transferred out of treasury or agreed conditionally or unconditionally to be sold and/or transferred out of treasury by the Directors pursuant to and in accordance with the general mandate granted under Resolution 7 set out in the AGM Notice be and is hereby extended by the addition thereto of the number of Share which may be repurchased by the Company pursuant to and in accordance with the general mandate granted under Resolution 8 set out in the AGM Notice, provided that such amount shall not exceed 10 per cent 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 of
LEOCH INTERNATIONAL TECHNOLOGY LIMITED
DONG Li
Chairman
Hong Kong, 23 April 2026
Notes:
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The register of members of the Company will be closed from Tuesday, 12 May 2026, to Friday, 15 May 2026, (both days inclusive) for the purpose of determining Shareholders' entitlement to attend and vote at the AGM, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company's branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration by no later than 4:30 p.m. on Monday, 11 May 2026. The record date for determining Shareholders' entitlement to attend and vote at the AGM will be Friday, 15 May 2026.
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Any shareholder entitled to attend and vote at the AGM is entitled to appoint another person as his/her proxy to attend and vote on his/her behalf. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.
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Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of the Article be deemed joint holders thereof.
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In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with 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 not less than 48 hours before the time fixed for holding the AGM or adjournment thereof.
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Please refer to Appendix II of the circular of the Company dated 23 April 2026 for the details of the retiring Directors subject to reelection at the AGM.
As at the date of this notice, executive Directors are Dr. DONG Li, Mr. WU Kouyue and Ms. HONG Yu, and the independent non-executive Directors are Mr. CAO Yixiong Alan, Mr. LAU Chi Kit and Mr. LU Zhiqiang.
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