AI assistant
Lianlian DigiTech Co., Ltd. — Proxy Solicitation & Information Statement 2026
May 13, 2026
50703_rns_2026-05-13_9aa5a68d-1a98-4f30-bd23-24bfb214076c.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
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 what action to take in relation to this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional public accountant or other professional adviser.
If you have sold or transferred all your shares in Lianlian DigiTech Co., Ltd., you should at once hand this circular, together with the enclosed proxy form, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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.
LianLian 连连
Lianlian DigiTech Co., Ltd.
速速数字科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2598)
(1) 2025 REPORT OF THE BOARD
(2) 2025 REPORT OF THE SUPERVISORY COMMITTEE
(3) 2025 AUDITED CONSOLIDATED FINANCIAL STATEMENTS
(4) 2025 ANNUAL REPORT
(5) PROFIT DISTRIBUTION PLAN FOR 2025
(6) APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL INSTITUTIONS AND PROVISION OF GUARANTEE IN FAVOUR OF SUBSIDIARIES
(7) PROPOSED APPOINTMENT OF DIRECTORS
(8) PROPOSED ADJUSTMENT OF THE REMUNERATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
(9) CHANGE OF AUDITOR
(10) GENERAL MANDATE TO ISSUE SHARES
(11) GENERAL MANDATE TO REPURCHASE SHARES AND NOTICE OF THE ANNUAL GENERAL MEETING
A notice convening the AGM of Lianlian DigiTech Co., Ltd. to be held on Friday, June 5, 2026 at 10:00 a.m. at the meeting room of the Company at 12/F, Block A, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC is set out on pages AGM-1 to AGM-3 of this circular. A proxy form for use at the AGM is also enclosed in this circular. Such proxy form is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lianlian.com).
Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meeting thereof if Shareholders so wish. For the avoidance of doubt, holders of Treasury Shares (if any) shall abstain from voting at the AGM.
May 13, 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 5
APPENDIX I - EXPLANATORY STATEMENT ON THE GENERAL
MANDATE ... 17
APPENDIX II - BIOGRAPHIES OF THE PROPOSED
APPOINTMENT OF DIRECTORS OF THE
SECOND SESSION OF THE BOARD ... 23
NOTICE OF THE ANNUAL GENERAL MEETING ... AGM-1
-i-
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the meanings set out below:
"2025 Annual Report"
the annual report of the Company for the year ended December 31, 2025, which has been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lianlian.com)
"2025 Audited Consolidated Financial Statements"
the audited consolidated financial statements of the Group for the year ended December 31, 2025, the full text of which is set out in the 2025 Annual Report
"2025 Report of the Board"
the report of Directors for the year ended December 31, 2025, the full text of which is set out in the 2025 Annual Report
"2025 Report of the Supervisory Committee"
the report of the Supervisory Committee for the year ended December 31, 2025, the full text of which is set out in the 2025 Annual Report
"AGM" or "Annual General Meeting"
the annual general meeting of the Company to be held on Friday, June 5, 2026 at 10:00 a.m. at the meeting room of the Company at 12/F, Block A, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC to consider and, if appropriate, to approve the resolutions contained in the notice of the annual general meeting which is set out on pages AGM-1 to AGM-3 of this circular, or any adjournment thereof
"Articles of Association"
the articles of association of the Company currently in force
"Board"
the board of Directors of the Company
"China" or the "PRC"
the People's Republic of China, for the purpose of this circular and for geographical reference only, excluding Hong Kong Special Administrative Region of the People's Republic of China, Macau Special Administrative Region of the People's Republic of China and Taiwan Region
- 1 -
- 2 -
DEFINITIONS
"Chuanglianzhixin"
Hangzhou Chuanglianzhixin Investment L.P. (杭州創連致新投資合夥企業(有限合夥)), a limited partnership established in the PRC on December 11, 2017, one of our Controlling Shareholders
"Company"
Lianlian DigiTech Co., Ltd. (連連數字科技股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2598)
"Controlling Shareholder(s)"
has the meaning ascribed to it under the Listing Rules and in the context of this circular, refers to the controlling shareholders of our Company, namely Mr. Zhang Zhengyu (章微宇), Chuanglianzhixin, Mr. Lu Zhonglin (呂鐘霖) and Ms. Xiao Seqiu (肖瑟秋)
"Director(s)"
the director(s) of the Company
"Group"
the Company and its subsidiaries
"H Share(s)"
overseas listed foreign shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Main Board of the Stock Exchange
"H Shareholder(s)"
holders of H Share(s)
"HK$" or "Hong Kong dollars"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"
a general mandate to be granted to the Board to exercise the powers of the Company to allot, issue and/or deal with new Shares of the Company (including any sale or transfer of Treasury Shares), if permitted by the Listing Rules, not exceeding 20% of the aggregate number of the issued Shares of the Company (excluding Treasury Shares) at the date of passing the relevant resolution, subject to the conditions set out in the resolution to be proposed at the AGM for approving such general mandate
DEFINITIONS
"Latest Practicable Date"
May 8, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended or supplemented from time to time
"Repurchase Mandate"
a repurchase mandate to be granted to the Board to exercise the powers of the Company to repurchase the H Shares of the Company, if permitted by the Listing Rules, not exceeding 10% of the aggregate number of the H Shares in issue (excluding Treasury Shares) at the date of passing the relevant resolution, subject to conditions set out in the resolution to be proposed at the AGM for approving such repurchase mandate
"RMB" or "Renminbi"
Renminbi, the lawful currency of the PRC
"SAFE"
State Administration of Foreign Exchange of the PRC (中國國家外匯管理局)
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time
"Share(s)"
ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, comprising Unlisted Shares and H Shares
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Supervisor(s)"
supervisor(s) of the Company
"Supervisory Committee"
the supervisory committee of the Company
"Takeovers Code"
the Code on Takeovers and Mergers issued by the Securities and Futures Commission
"Treasury Shares"
has the meaning ascribed to it under the Listing Rules
- 3 -
DEFINITIONS
"Unlisted Share(s)"
ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi and are unlisted shares which are currently not listed or traded on any stock exchange
"%
per cent
- 4 -
LETTER FROM THE BOARD
LianLian 连连
Lianlian DigiTech Co., Ltd.
連連數字科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2598)
Executive Directors:
Mr. Zhang Zhengyu (章微宇先生) (Chairman)
Mr. Xin Jie (辛潔先生)
Ms. Wei Ping (魏萍女士)
Mr. Zhu Xiaosong (朱曉松先生)
Independent Non-executive Directors:
Mr. Chun Chang
Mr. Wong Chi Kin (黄志堅先生)
Ms. Lin Lanfen (林蘭芬女士)
Registered office in the PRC:
B3, 12/F, Building 1
79 Yueda Lane
Binjiang District, Hangzhou
Zhejiang Province
PRC
Principal place of business in the PRC:
B3, 12/F, Building 1
79 Yueda Lane
Binjiang District, Hangzhou
Zhejiang Province
PRC
Principal place of business in Hong Kong:
46/F, Hopewell Centre
183 Queen's Road East
Wan Chai
Hong Kong
May 13, 2026
To the Shareholders:
Dear Sir or Madam,
(1) 2025 REPORT OF THE BOARD
(2) 2025 REPORT OF THE SUPERVISORY COMMITTEE
(3) 2025 AUDITED CONSOLIDATED FINANCIAL STATEMENTS
(4) 2025 ANNUAL REPORT
(5) PROFIT DISTRIBUTION PLAN FOR 2025
(6) APPLICATION FOR CREDIT LINES FROM BANKS AND OTHER FINANCIAL INSTITUTIONS AND PROVISION OF GUARANTEE IN FAVOUR OF SUBSIDIARIES
(7) PROPOSED APPOINTMENT OF DIRECTORS
(8) PROPOSED ADJUSTMENT OF THE REMUNERATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
(9) CHANGE OF AUDITOR
(10) GENERAL MANDATE TO ISSUE SHARES
(11) GENERAL MANDATE TO REPURCHASE SHARES AND NOTICE OF THE ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with the notice of the AGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.
LETTER FROM THE BOARD
At the AGM, ordinary resolutions will be proposed as follows:
(1) to consider and approve the 2025 Report of the Board;
(2) to consider and approve the 2025 Report of the Supervisory Committee;
(3) to consider and approve the 2025 Audited Consolidated Financial Statements;
(4) to consider and approve the 2025 Annual Report;
(5) to consider and approve the Profit Distribution Plan for 2025;
(6) to consider and approve the application for credit lines from banks and other financial institutions and the provision of guarantee in favour of subsidiaries of the Company;
(7) to consider and approve the appointment of Mr. Shen Enguang as the executive Director of the second session of the Board of the Company;
(8) to consider and approve the appointment of Mr. Sun Dali as the executive Director of the second session of the Board of the Company;
(9) to consider and approve the proposed adjustment of the remuneration of independent non-executive Directors;
(10) to consider and approve the change of auditor, and to authorize the Board to fix their remuneration;
At the AGM, special resolutions will be proposed as follows:
(11) to consider and approve the proposal to grant the general mandate to issue shares to the Board; and
(12) to consider and approve the proposal to grant the general mandate to repurchase shares to the Board.
In order to enable you to have a better understanding of the resolutions to be proposed at the AGM and to make an informed decision in the circumstance where sufficient and necessary information is available, we have provided detailed information to Shareholders in this circular.
- 6 -
LETTER FROM THE BOARD
2. MATTERS TO BE RESOLVED AT THE AGM
Ordinary Resolutions
2.1 To consider and approve the 2025 Report of the Board
The full text of the 2025 Report of the Board is set out in the section headed “Report of Directors” in the 2025 Annual Report.
The 2025 Report of the Board was considered and approved by the Board on March 26, 2026 and is hereby proposed at the AGM for consideration and approval.
2.2 To consider and approve the 2025 Report of the Supervisory Committee
The full text of the 2025 Report of the Supervisory Committee is set out in the section headed “Report of Supervisory Committee” in the 2025 Annual Report.
The 2025 Report of the Supervisory Committee was considered and approved by the Supervisory Committee on March 26, 2026 and is hereby proposed at the AGM for consideration and approval.
2.3 To consider and approve the 2025 Audited Consolidated Financial Statements
The full text of the 2025 Audited Consolidated Financial Statements has been set out in the 2025 Annual Report.
The 2025 Audited Consolidated Financial Statements were considered and approved by the Board on March 26, 2026 and are hereby proposed at the AGM for consideration and approval.
2.4 To consider and approve the 2025 Annual Report
The 2025 Annual Report was considered and approved by the Board on March 26, 2026 and is hereby proposed at the AGM for consideration and approval.
2.5 To consider and approve the Profit Distribution Plan for 2025
The profit distribution plan of the Company for 2025 was considered and approved by the Board on March 26, 2026 and is hereby proposed at the AGM for consideration and approval.
Having due regard to the long-term interests of the Shareholders and the Company, the Board did not recommend any payment of dividends for the year ended December 31, 2025.
LETTER FROM THE BOARD
2.6 To consider and approve the application for credit lines from banks and other financial institutions and the provision of guarantee in favour of subsidiaries of the Company
In order to meet the production, operation and business development needs of the Group in 2026, the Company and its subsidiaries (including subsidiaries and controlled subsidiaries) intend to apply to financial institutions for a credit line with a balance of no more than RMB2.5 billion (subject to the final credit line approved by financial institutions). The credit methods of financial institutions include but are not limited to: letter of guarantee, overdraft of legal person accounts, working capital loans, mortgage loans, merger and acquisition loans and other credit business varieties. The above-mentioned credit line does not equal to the actual financing amount of the Company. The specific financing amount will be determined based on the actual needs of the Company's working capital, and the financing term will be subject to the actual signed contract.
The Company intends to provide mortgage, pledge and guarantee (if applicable) for the credit of financial institutions of its subsidiaries during the validity period of the above resolution at the general meeting. The specific guarantee content and guarantee period shall be subject to the guarantee contract actually signed.
In order to improve the efficiency of decision-making, the Company will propose to the AGM to authorize the management of the Company to handle specific business on behalf of the Company at their full discretion, including but not limited to signing contracts, agreements and other legal documents in relation to credit extension (including but not limited to credit extension, loan, financing, etc.). The authorization period will commence from the date of consideration and approval at the AGM to the date of convening the next annual general meeting of the Company. Within the authorization period, the comprehensive credit line can be recycled. The Board and the general meeting no longer review the single credit and loan business separately.
The above comprehensive credit facilities will be subject to certain agreements to be finally signed with the relevant banks and financial institutions, and may not be equal to the actual financing amount of the Company. The management of the Company will adjust the number of credit financial institutions based on the actual situation and adjust the credit lines among credit financial institutions. The Company will actively obtain credit resources from banks and other financial institutions in accordance with the principle of maximizing and appropriately adjusting; When used, it will be operated according to the conditions that meet the needs of the Company and are most favorable to the Company.
If the above matters involve connected transactions at that time, the Company shall perform separate review procedures for connected transactions.
LETTER FROM THE BOARD
2.7 To consider and approve the proposed appointment of directors of the Company
Reference is made to the announcement of the Company dated March 26, 2026 in relation to the proposed appointment of Directors.
Mr. Xin Jie and Ms. Wei Ping, both are executive Directors, tendered their resignation due to family reasons in March 2026 and with effect from the date of the AGM. On March 26, 2026, the Board, upon the recommendation of the nomination committee, resolved to nominate Mr. Shen Enguang and Mr. Sun Dali as the candidates for executive Directors of the second session of the Board of the Company.
The biographical details of Mr. Shen Enguang and Mr. Sun Dali are set out in Appendix II to this circular.
Pursuant to the Articles of Association, the aforesaid proposed appointment of Directors is subject to the approval by the Shareholders at the general meeting of the Company. The relevant proposals are hereby proposed at the AGM for consideration and approval.
After the proposed appointments of Mr. Shen Enguang and Mr. Sun Dali as executive Directors of the second session of the Board are approved at the Annual General Meeting, they will enter into a service contract with the Company in relation to their provision of director service for a term commencing from the approval of their appointment at the Annual General Meeting to the end of the term of the second session of the Board, and shall be subject to re-election at the general meeting in accordance with the articles of association of the Company.
Mr. Shen Enguang and Mr. Sun Dali will not receive remuneration in their position as executive Directors, and will receive remuneration based on their actual position in the Company pursuant to the remuneration standard set out in their employment contract with the Company.
2.8 To consider and approve the proposed adjustment of the remuneration of independent Non-executive Directors
The Board hereby proposes to increase the remuneration of independent non-executive Directors to HK$520,000 per annum, taking into consideration of the continuously growing and stronger business of the Group and the contribution of independent non-executive Directors in the operation of the Board and their actual fulfilment of duties and time commitment, with reference to the remuneration standards of independent non-executive directors of other listed companies at the same scale. The adjusted remuneration of independent non-executive Directors will take effect upon approval at the AGM.
LETTER FROM THE BOARD
2.9 To consider and approve the change of auditor and to authorize the Board to fix their remuneration
Given that PwC has been serving as the auditor of the Company since 2017, the audit committee of the Company (the "Audit Committee") and the Board have decided to change the auditor, and in their opinion, in order to maintain good corporate governance practices, the Company should consider rotating its auditor after an appropriate period of time. Meanwhile, it is a good corporate governance practice to review auditor engagement arrangement from time to time in order to enhance the independence and objectivity of the Company's audit work, which is in the interests of the Company and the Shareholders as a whole. Therefore, PwC will retire as the auditor of the Company and will not be re-appointed as the auditor of the Company at 2026 AGM.
The Board, in accordance with the provisions of the Articles of Association and the recommendation of the Audit Committee, resolved to propose to the Shareholders at the AGM to approve the appointment of Deloitte Touche Tohmatsu ("Deloitte") as the new auditor of the Company for the year 2026 (the "Proposed Appointment") and to authorize the Board to determine the remuneration of the auditor after the retirement of PwC and to hold office until the conclusion of the next AGM.
In assessing the appointment of Deloitte as the auditor of the Company, the Audit Committee has considered a number of factors, including but not limited to: (i) the audit fees proposed by Deloitte; (ii) their extensive experience, industry knowledge, and technical competency in providing audit services to listed companies; (iii) their independence from the Group and objectivity; (iv) their available resources and capabilities, including the size and composition of the proposed audit teams; and (v) Guidelines Notes on Change of Auditors and Guideline for Effective Audit Committees – Selection, Appointment and Reappointment of Auditors published by the Accounting and Financial Reporting Council. The estimated remuneration of Deloitte for the year 2026 is expected to be in the range of approximately RMB3 million to RMB4 million. The estimated remuneration represents a fair and reasonable estimation, after due consideration and arm's length negotiation between the Company and Deloitte. The estimation takes into account various factors such as the size and structure of the Group, the nature and complexity of the Group's businesses, the expected scope, timetable and direction of the audit and the time and resources deployed by Deloitte.
The Audit Committee has assessed Deloitte's independence, competence and capability to perform its duties, and considers that Deloitte is suitable to act as the auditor of the Company.
In assessing independence, the Audit Committee has confirmed with Deloitte that it complies with the applicable independence and professional ethics requirements, and that neither Deloitte nor the relevant engagement team members have any relationships or interests that may compromise their independence.
LETTER FROM THE BOARD
In assessing competence, the Audit Committee has considered Deloitte’s extensive experience in auditing listed companies in Hong Kong, the qualifications and experience of the proposed engagement partners and key team members, and Deloitte’s internal quality control procedures.
In assessing the capability to perform its duties, the Audit Committee has considered Deloitte’s team structure, human resources commitment, proposed audit timetable and available resources.
Based on the above, the Audit Committee considers that Deloitte is eligible and suitable to act as the new auditor of the Company, the fee agreed between the Company and Deloitte is appropriate, and the audit quality can be maintained at a high level.
The Company was incorporated under the laws of the People’s Republic of China and to the knowledge of the Board, there is no requirement under the laws of the PRC for the retirement auditor to confirm to the Company whether or not there is any circumstance connected with its retirement which it considers should be brought to the attention of the Shareholders and creditors of the Company. PwC has therefore not issued such confirmation. The Board and the Audit Committee also confirmed that there was no disagreement between the Company and PwC or other matters relating to the proposed change of auditor that need to be brought to the attention of the Shareholders.
Special Resolutions
2.10 To consider and approve the general mandate to issue shares
In order to meet the capital requirements of the Company for its continuous business development, to utilise financing platforms effectively and flexibly and to take advantage of capital market windows in a timely manner, the Board intends to propose the Shareholders to, on the premise of compliance with the securities regulatory requirements of the place where the Shares of the Company are listed or other applicable laws and regulations, authorize the Board and its authorized persons, on a general basis, to decide to separately or concurrently allot, issue and/or deal with new Shares (including any sale or transfer of Treasury Shares), not exceeding 20% of the total number of the Shares in issue (excluding any Treasury Shares) of the Company as at the date of approving the resolution at the AGM.
As at the Latest Practicable Date, there were 660,391,236 Unlisted Shares and 466,708,264 H Shares in issue. Among these, 27,574,000 H Shares were held as treasury Shares (including any treasury Shares held or deposited with the Central Clearing and Settlement System operated by Hong Kong Securities Clearing Company Limited). Subject to the passing of the proposed special resolution approving the grant of the Issue Mandate to the Board and on the basis that no Shares will be issued by the Company prior to the AGM, a maximum of 219,905,100 Shares (including both Unlisted Shares and H Shares), can be separately or concurrently allotted, issued and/or dealt with by the Board (including any sale
- 11 -
LETTER FROM THE BOARD
or transfer of Treasury Shares), pursuant to the Issue Mandate to be granted by the Shareholders. If the number of Shares changes due to the Company's issue, repurchase and cancellation of Shares, the Issue Mandate shall be adjusted accordingly based on the number of Shares changed.
The Issue Mandate will expire upon the earliest of:
(a) the passing of the relevant resolution by the next annual general meeting of the Company;
(b) the expiration of a 12-month period following the passing of the relevant resolution at the AGM; or
(c) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the Shareholders in a general meeting.
A 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 Shares (including any sale or transfer of Treasury Shares), details of which are set out in special resolution numbered (11) of the notice of the AGM.
2.11 To consider and approve the general mandate to repurchase shares
According to the Company Law and the Articles of Association, the Company purchases its own shares under any of the following circumstances, it may, in accordance with the Articles of Association or the authorization of the shareholders' general meeting, make a resolution at a board meeting attended by more than two-thirds of the directors: (i) using the shares for employee stock ownership plan or equity incentive; (ii) using the shares for conversion of convertible corporate bonds issued by the Company; and (iii) when it is necessary for the Company to protect the company value and the shareholders' equity.
Where the Company acquires its shares due to the above circumstances, the acquisition shall be conducted through a public centralized trading, or through other means recognized by the laws, administrative regulations, the Listing Rules and the securities regulatory rules of the place where the Company's shares are listed, and the China Securities Regulatory Commission (the "CSRC").
After the Company acquires its shares in accordance with the above regulations, the cumulative Shares repurchased by the Company shall not exceed 10% of the total number of H Shares in issue (excluding Treasury Shares) and shall be transferred or deregistered within three years.
LETTER FROM THE BOARD
The Listing Rules permit shareholders of a joint stock limited company duly incorporated in the PRC to grant a general mandate to its directors to repurchase H shares of such company that are listed on the Stock Exchange. Such mandate is required to be given by way of a special resolution passed by shareholders in general meeting.
As the H Shares are traded on the Stock Exchange in Hong Kong dollars, the amount payable by the Company upon any repurchase of its H Shares will, therefore, be paid in Hong Kong dollars, the approvals of SAFE and other relevant government authorities are required for any repurchase of H Shares.
In accordance with the requirements of Article 179 of the Articles of Association applicable to capital reduction, the Company shall prepare a balance sheet and a schedule of assets upon the reduction of its registered capital. The Company shall notify its creditors within 10 days from the day on which the resolution in relation to reduction of the registered capital is passed at the general meeting, and shall publish an announcement in newspapers or the National Enterprise Credit Information Publicity System within 30 days. Creditors then have a period of up to 30 days after receipt of the Company's notification or if no such notification has been received, up to 45 days after the publication of the announcement to require the Company to repay amounts due to them or to provide guarantees thereof.
When the Company reduces registered capital, it shall reduce the Shareholders' amount of capital contribution or number of shares correspondingly in accordance with the proportion of shares held by them, unless otherwise provided by laws or the Articles of Association.
In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any H Shares, approval is proposed to be sought from the Shareholders for the Repurchase Mandate. In accordance with the legal and regulatory requirements described above, the Directors have given notices to convene the AGM. At the AGM, a special resolution will be proposed to grant to the Directors the Repurchase Mandate, i.e. a conditional general mandate to repurchase H Shares up to a maximum of 10% of the total number of H Shares in issue (excluding Treasury shares) as at the date of approving the resolution at the AGM.
As at the Latest Practicable Date, there were 466,708,264 H Shares in issue and in which 27,574,000 H Shares were held as treasury Shares (including any treasury Shares held or deposited with the Central Clearing and Settlement System operated by Hong Kong Securities Clearing Company Limited). Subject to the passing of the proposed special resolution approving the grant of the Repurchase Mandate to the Board and on the basis that no Shares will be issued by the Company prior to the AGM, a maximum of 43,913,426 H Shares can be repurchased by the Board pursuant to the Repurchase Mandate to be granted by the Shareholders. If the number of Shares changes due to the Company's issue, repurchase and cancellation of Shares, the Repurchase Mandate shall be adjusted accordingly based on the number of Shares changed.
- 13 -
LETTER FROM THE BOARD
The Repurchase Mandate will be conditional upon:
(a) the passing of the special resolution approving the grant of the Repurchase Mandate at the AGM;
(b) the obtaining of the approvals of the relevant regulatory authorities as required by the laws, rules and regulations; and
(c) the compliance with the requirements by laws, regulations and the Articles of Association, including but not limited to Chapter 10 of the Listing Rules, and 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 having, in its absolute discretion, repaid or provided guarantee in respect of such amount).
If the Company determines to repay any amount to any of its creditors in the circumstances described under condition (c) above, it expects to do so out of its internal generated fund. If the conditions are not fulfilled, the Repurchase Mandate will not be exercised by the Directors.
The Repurchase Mandate, if approved at the AGM, would expire on the earliest of:
(a) the conclusion of the next annual general meeting of the Company following the passing of the relevant resolution; or
(b) the expiration of a 12-month period following the passing of the relevant resolution at the AGM; or
(c) the date on which the authority set out in the relevant resolutions approved at a general meeting is revoked or varied by special resolutions of the Shareholders in a general meeting.
An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in Appendix I to this circular. The information in the explanatory statement is to provide you with the 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.
A special resolution will be proposed at the AGM in relation to the grant of the Repurchase Mandate of H Shares to the Directors, details of which are set out in special resolution numbered (12) of the notice of the AGM.
- 14 -
LETTER FROM THE BOARD
3. AGM AND PROXY ARRANGEMENT
The proxy form of the AGM is enclosed herewith. Such proxy form is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lianlian.com).
If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. H Shareholders are required to return the proxy form to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong and Unlisted Shareholders are required to return the proxy form to the Company’s principal place of business in the PRC at B3, 12/F, Building 1, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC by personal delivery or by post not less than 24 hours before the time fixed for holding the AGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or at any adjourned meeting should you so wish.
4. VOTING BY POLL
According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the AGM will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the AGM.
An ordinary resolution shall be passed by votes representing at least 1/2 of the voting rights held by the Shareholders (including proxies thereof) attending the AGM.
Special resolutions shall be passed by votes representing at least 2/3 of the voting rights held by the Shareholders (including proxies thereof) attending the AGM.
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 AGM.
To the best of the Directors’ knowledge, information and belief, none of the Shareholders is required to abstain from voting on the resolutions at the AGM.
LETTER FROM THE BOARD
5. CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the entitlement of the Shareholders to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, June 2, 2026 to Friday, June 5, 2026 (both days inclusive), during which period no transfer of Shares will be registered. The record date for determining the entitlement of the Shareholders to attend and vote at the AGM will be Friday, June 5, 2026. Shareholders should lodge all completed transfer documents accompanies by the relevant share certificates to Computershare Hong Kong Investor Services Limited, the H Share Registrar of the Company at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H Shares), or to the Company's registered office at B3, 12/F, Building 1, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC (for holders of Unlisted Shares) no later than 4:30 p.m. on Monday, June 1, 2026 for handling registration procedures.
6. RECOMMENDATION
The Board considers that the resolutions set out in the notice of the AGM are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of such resolutions to be proposed at the AGM.
7. 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 there are no other facts the omission of which would make any statement herein misleading.
By order of the Board
Lianlian DigiTech Co., Ltd.
Zhang Zhengyu
Chairman
APPENDIX I
EXPLANATORY STATEMENT ON THE GENERAL MANDATE
In accordance with the Listing Rules, this appendix serves as an explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the special resolution(s) to be proposed at the AGM for the grant of the Repurchase Mandate to the Directors.
REASONS FOR REPURCHASE OF THE H SHARES
The Directors believe that the flexibility afforded by the Repurchase Mandate would be beneficial to and in the best interest of the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at such time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.
REGISTERED CAPITAL
As at the Latest Practicable Date, the total registered share capital of the Company was RMB1,127,099,500 comprising 466,708,264 H Shares and 660,391,236 Unlisted Shares of RMB1.00 each. Among these, 27,574,000 H Shares were held as treasury Shares (including any treasury Shares held or deposited with the Central Clearing and Settlement System operated by Hong Kong Securities Clearing Company Limited).
EXERCISE OF THE H SHARE REPURCHASE MANDATE
Subject to the passing of the relevant special resolution in relation to the grant of the H Share Repurchase Mandate to the Board proposed at the Annual General Meeting, the Board will be granted the H Share Repurchase Mandate until the earlier of: (a) the conclusion of the next annual general meeting of the Company following the passing of the relevant special resolution at the Annual General Meeting; (b) the expiration of a period of twelve months following the passing of the relevant special resolution at the Annual General Meeting; or (c) the date on which the authority conferred by the relevant special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting (the "Relevant Period"). The exercise of the H Share Repurchase Mandate is subject to the approval of the relevant PRC regulatory authorities as required by the laws, rules and regulations of the PRC being obtained (if applicable).
In accordance with the Listing Rules, the Company will not repurchase H Shares if the purchase price is higher by 5% or more than the average closing market price for the 5 preceding trading days on which H Shares were traded on the Stock Exchange.
- 17 -
APPENDIX I
EXPLANATORY STATEMENT ON THE GENERAL MANDATE
The exercise in full of the Repurchase Mandate (on the basis of 466,708,264 H Shares in issue and 27,574,000 H Shares were held as treasury Shares as at the Latest Practicable Date and assuming no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the Annual General Meeting) would result in a maximum of 43,913,426 H Shares that may be repurchased by the Company during the Relevant Period.
FUNDING OF REPURCHASES
In repurchasing its H Share, the Company intends to apply funds from the Company's internal resources (which may include surplus funds, retained profits and proceeds from the listing of H Shares on the Stock Exchange) legally available for such purpose in accordance with the Articles of Association and the laws of the PRC and/or any other applicable laws, as the case may be. The Company may not repurchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
STATUS OF REPURCHASED OF H SHARES
Under the Listing Rules, if the Company purchases any H Shares pursuant to the Repurchase Mandate, the Company will either (i) cancel the H Shares repurchased and reduce the Company's registered capital by an amount equivalent to the aggregate nominal value of the H Shares so cancelled, and/or (ii) hold such H Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of H Shares are made.
To the extent that any Treasury Shares are deposited with Central Clearing and Settlement System ("CCASS") pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company will not (or will procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company will 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.
APPENDIX I
EXPLANATORY STATEMENT ON THE GENERAL MANDATE
H SHARES PRICES
The highest and lowest traded prices for H Shares recorded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:
| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2025 | | |
| May | 11.20 | 5.90 |
| June | 18.00 | 8.15 |
| July | 15.30 | 9.80 |
| August | 11.88 | 9.60 |
| September | 11.80 | 8.86 |
| October | 9.58 | 7.62 |
| November | 8.66 | 6.59 |
| December | 6.89 | 6.15 |
| 2026 | | |
| January | 7.38 | 6.55 |
| February | 7.80 | 6.20 |
| March | 7.35 | 5.29 |
| April | 7.05 | 5.22 |
| May (up to the Latest Practicable Date) | 6.08 | 5.65 |
EFFECT OF THE TAKEOVER CODE
If as a result of a share repurchase by the Company, a substantial shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of the Company or become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, Mr. Zhang Zhengyu, whose interest in the Company are notifiable under Part XV (Disclosure of Interests) of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), held approximately 25.70% of the total number of issued Shares. In the event that the Directors exercised in full the power to repurchase H Shares in accordance with the terms of the Repurchase Mandate proposed at the AGM, the shareholding of Mr. Zhang Zhengyu would increase to approximately 26.74% of the total number of issued Shares. 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.
APPENDIX I
EXPLANATORY STATEMENT ON THE GENERAL MANDATE
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) presently intends to sell H Shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is approved by the Shareholders and the conditions (if any) to which the Repurchase Mandate is subject are fulfilled.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the Repurchase Mandate is approved by its Shareholders and the conditions (if any) to which the Repurchase Mandate is subject are fulfilled.
SHARE REPURCHASE MADE BY THE COMPANY
For the six months prior to the Latest Practicable Date, the Company has repurchased a total of 14,573,000 H Shares from the Stock Exchange and have not yet been cancelled as at the Latest Practicable Date. Details of such Share repurchases are set out below:
| Date of repurchase | Number of Shares repurchased | Highest price per Share HK$ | Lowest price per Share HK$ | Consideration HK$ |
|---|---|---|---|---|
| 15 December 2025 | 305,500 | 6.57 | 6.48 | 1,999,100.35 |
| 16 December 2025 | 10,000 | 6.27 | 6.21 | 62,475.00 |
| 17 December 2025 | 158,500 | 6.40 | 6.24 | 996,508.00 |
| 18 December 2025 | 160,000 | 6.40 | 6.16 | 995,707.20 |
| 19 December 2025 | 226,000 | 6.56 | 6.28 | 1,460,860.25 |
| 22 December 2025 | 177,500 | 6.62 | 6.44 | 1,153,197.00 |
| 23 December 2025 | 379,500 | 6.60 | 6.53 | 2,496,432.80 |
| 24 December 2025 | 192,000 | 6.66 | 6.50 | 1,264,902.40 |
| 29 December 2025 | 242,000 | 6.76 | 6.58 | 1,633,354.00 |
| 30 December 2025 | 586,000 | 6.77 | 6.53 | 3,880,550.60 |
| 31 December 2025 | 187,000 | 6.70 | 6.47 | 1,237,312.00 |
| 5 January 2026 | 110,000 | 6.97 | 6.71 | 758,602.00 |
| 6 January 2026 | 6,000 | 7.05 | 6.93 | 42,199.80 |
| 7 January 2026 | 141,500 | 7.16 | 6.91 | 992,014.45 |
| 8 January 2026 | 140,000 | 7.02 | 6.73 | 954,376.00 |
| 9 January 2026 | 130,000 | 6.98 | 6.78 | 901,773.00 |
| 12 January 2026 | 90,000 | 6.95 | 6.92 | 624,132.00 |
| 13 January 2026 | 125,000 | 7.09 | 6.91 | 871,671.00 |
| 14 January 2026 | 130,000 | 7.21 | 7.07 | 926,135.00 |
| 15 January 2026 | 130,000 | 7.15 | 6.93 | 909,465.00 |
| 16 January 2026 | 120,000 | 7.14 | 6.80 | 824,859.50 |
| 19 January 2026 | 134,000 | 6.82 | 6.71 | 906,990.90 |
APPENDIX I
EXPLANATORY STATEMENT ON THE GENERAL MANDATE
| Date of repurchase | Number of Shares repurchased | Highest price per Share HK$ | Lowest price per Share HK$ | Consideration HK$ |
|---|---|---|---|---|
| 20 January 2026 | 132,000 | 6.89 | 6.73 | 899,395.20 |
| 21 January 2026 | 132,000 | 6.92 | 6.70 | 901,401.60 |
| 22 January 2026 | 132,000 | 7.02 | 6.83 | 912,964.80 |
| 23 January 2026 | 132,000 | 7.12 | 6.99 | 931,946.40 |
| 26 January 2026 | 132,000 | 7.07 | 6.93 | 920,607.60 |
| 27 January 2026 | 132,000 | 7.08 | 6.86 | 918,218.40 |
| 28 January 2026 | 132,000 | 7.05 | 6.83 | 911,169.60 |
| 29 January 2026 | 132,000 | 6.90 | 6.75 | 901,243.20 |
| 30 January 2026 | 318,000 | 6.90 | 6.58 | 2,157,637.80 |
| 2 February 2026 | 298,500 | 6.70 | 6.48 | 1,953,736.10 |
| 3 February 2026 | 142,000 | 6.64 | 6.49 | 935,497.80 |
| 4 February 2026 | 150,000 | 6.60 | 6.45 | 979,155.00 |
| 5 February 2026 | 150,000 | 6.60 | 6.42 | 969,907.50 |
| 6 February 2026 | 311,500 | 6.44 | 6.20 | 1,959,864.95 |
| 9 February 2026 | 331,000 | 6.57 | 6.44 | 2,153,651.50 |
| 10 February 2026 | 261,000 | 6.65 | 6.46 | 1,713,699.90 |
| 11 February 2026 | 181,000 | 6.75 | 6.57 | 1,209,568.70 |
| 12 February 2026 | 12,500 | 6.90 | 6.89 | 86,245.00 |
| 13 February 2026 | 394,000 | 7.00 | 6.80 | 2,718,521.20 |
| 16 February 2026 | 301,000 | 7.13 | 6.92 | 2,115,879.50 |
| 20 February 2026 | 123,000 | 7.31 | 7.15 | 895,870.50 |
| 23 February 2026 | 53,000 | 7.50 | 7.49 | 397,441.70 |
| 27 March 2026 | 186,500 | 5.98 | 5.85 | 1,106,373.95 |
| 30 March 2026 | 449,000 | 5.98 | 5.76 | 2,647,842.80 |
| 31 March 2026 | 628,000 | 6.09 | 5.71 | 3,690,818.80 |
| 1 April 2026 | 282,500 | 6.10 | 5.53 | 1,628,301.75 |
| 2 April 2026 | 918,500 | 5.92 | 5.42 | 5,176,023.05 |
| 8 April 2026 | 198,000 | 6.00 | 5.79 | 1,185,406.20 |
| 9 April 2026 | 96,000 | 6.10 | 5.98 | 584,112.00 |
| 13 April 2026 | 800,000 | 6.30 | 6.03 | 4,970,160.00 |
| 14 April 2026 | 129,500 | 6.10 | 6.02 | 786,285.15 |
| 15 April 2026 | 162,500 | 6.15 | 6.09 | 997,067.50 |
| 16 April 2026 | 314,000 | 6.15 | 6.05 | 1,922,779.00 |
| 17 April 2026 | 377,500 | 6.30 | 6.17 | 2,359,563.75 |
| 20 April 2026 | 117,000 | 6.37 | 6.22 | 735,731.10 |
| 21 April 2026 | 160,500 | 6.35 | 6.13 | 999,834.75 |
| 22 April 2026 | 154,000 | 6.37 | 6.13 | 953,306.20 |
| 23 April 2026 | 164,000 | 6.21 | 6.04 | 999,448.80 |
| 24 April 2026 | 166,500 | 6.19 | 5.92 | 998,983.35 |
| 27 April 2026 | 165,500 | 6.15 | 5.95 | 996,607.90 |
– 21 –
APPENDIX I
EXPLANATORY STATEMENT ON THE GENERAL MANDATE
| Date of repurchase | Number of Shares repurchased | Highest price per Share HK$ | Lowest price per Share HK$ | Consideration HK$ |
|---|---|---|---|---|
| 28 April 2026 | 142,000 | 5.97 | 5.87 | 841,208.00 |
| 29 April 2026 | 124,000 | 5.93 | 5.84 | 727,793.20 |
| 30 April 2026 | 267,000 | 5.86 | 5.63 | 1,524,463.20 |
| 4 May 2026 | 51,000 | 5.94 | 5.79 | 299,625.00 |
| 5 May 2026 | 83,500 | 6.00 | 5.90 | 497,810.30 |
| 6 May 2026 | 310,000 | 6.00 | 5.68 | 1,784,453.00 |
| 7 May 2026 | 33,000 | 6.00 | 5.92 | 197,554.50 |
| 8 May 2026 | 130,000 | 6.05 | 5.77 | 770,666.00 |
| Total | 14,573,000 | / | / | 92,818,461.45 |
Note: The total amount does not include transaction costs.
Save as disclosed above, no other repurchase of Shares has been made by the Company during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or other stock exchanges).
IMPACT OF REPURCHASES
An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts contained in the annual report of the Company for the year ended 31 December 2025) at any time during the proposed repurchase period. However, the Directors do not propose exercising the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital needs of the Company or the gearing level of the Company. The number of H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regarded to the circumstances then prevailing, in the best interests of the Company.
GENERAL
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 repurchase under the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.
To the best knowledge and belief of the Directors, neither the explanatory statement nor the proposed repurchase of Shares pursuant to the Repurchase Mandate has any unusual features.
APPENDIX II
BIOGRAPHIES OF THE PROPOSED APPOINTMENT OF DIRECTORS OF THE SECOND SESSION OF THE BOARD
EXECUTIVE DIRECTORS
Mr. Shen Enguang (“Mr. Shen”), aged 42, is a co-president of the Company. Mr. Shen joined the Group in September 2020 as a business development researcher. From April 2022 to February 2023, he served as vice president of Lianlian International Company Limited (連連國際支付有限公司) (“Lianlian International”). From February 2023 to March 2025, he served as the co-chief executive officer of Lianlian International. In April 2024, Mr. Shen was appointed as a deputy general manager of the Company. In March 2025, he was appointed as chief executive officer of Lianlian International. In November 2025, he was appointed as co-president of the Company. Mr. Shen is mainly responsible for assisting the chief executive officer in coordinating the overall strategic planning and daily operation of the Company.
Prior to joining the Group, Mr. Shen served as the senior vice president of the HSBC Bank (China) Limited Shanghai Branch (滙豐銀行(中國)有限公司上海分行) from January 2013 to September 2020. Mr. Shen was also a corporate account manager of The Bank of East Asia (China) Limited (東亞銀行(中國)有限公司) from December 2011 to January 2013. Prior to that, Mr. Shen served as a superior account manager of HSBC (Xianlesi Plaza Sub Branch) (滙豐銀行(仙樂斯廣場支行)) from January 2010 to November 2011, and Mr. Shen also served as a director of the Company's subsidiaries, Lianlian International, Lianlian Middle East Region Ltd, Lianlian Digitech Innovation Limited, Lianlian Europe S.A. and Lianlian Pay Electronic Payment (Thailand) LTD.
Mr. Shen obtained a bachelor's degree in management information system (M.I.S) from Concordia University (康考迪亞大學) in Canada in May 2009.
As at the Latest Practicable Date, Mr. Shen Enguang was granted 200,000 options under the 2021 Pre-IPO Share Option Scheme and 1,800,000 options under the 2023 Pre-IPO Share Option Scheme, with the number of shares underlying the outstanding options being 2,000,000 shares.
As at the Latest Practicable Date, save as disclosed above and in this circular, Mr. Shen has confirmed that he (i) does not have relationship with other Directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company; (ii) does not hold any other position with the Company or any of its subsidiaries; (iii) does not hold other directorships in public companies, the securities of which are listed on any securities markets in Hong Kong or overseas in the three years preceding the date of this circular; and (iv) does not have or is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).
As at the Latest Practicable Date, save as disclosed above and in this circular, in relation to the election and appointment of Mr. Shen, there is no other information that needs to be disclosed pursuant to any of the requirements as set out in Rules 13.51(2) of the Listing Rules, nor are there any matters in relation to the election and appointment of Mr. Shen that need to be brought to the attention of the Shareholders.
- 23 -
APPENDIX II
BIOGRAPHIES OF THE PROPOSED APPOINTMENT OF DIRECTORS OF THE SECOND SESSION OF THE BOARD
Mr. Sun Dali (孫大利), aged 48, is the co-president of our Company. Mr. Sun joined our Group in December 2020, as senior vice president and chief executive officer of domestic business, and served as the president of our Company from April 2024 to November 2025. Mr. Sun was appointed as the co-president of the Company in November 2025. He is primarily responsible for assisting the chief executive officer in the overall strategic planning and daily operation of our Company.
Prior to joining our Group, Mr. Sun served as the senior vice president of Shanghai Tonghua Jinke Investment Holdings Co., Ltd. (上海通華金科投資控股有限公司) from January 2014 to December 2020. Prior to that, Mr. Sun also served as the general manager of the risk management department of All In Pay Network Services Co., Ltd. (通聯支付網絡服務股份有限公司) from April 2012 to January 2014. Mr. Sun also served as the senior head of the risk management department of China UnionPay Co., Ltd. (中國銀聯股份有限公司) from November 2005 to April 2012. Mr. Sun also serves as a director of Lianlian Yintong Electronic Payment Co., Ltd., a subsidiary of the Company.
Mr. Sun obtained a bachelor's degree in administrative management and a certificate in applied mathematics degree from East China University of Technology (華東理工大學) in July 1999 and a master's degree in economics from Zhejiang University (浙江大學) in July 2003. Mr. Sun also obtained a doctoral degree in operational research and cybernetics from Zhejiang University in March 2011.
As at the Latest Practicable Date, Mr. Sun Dali was granted 750,000 options under the 2021 Pre-IPO Share Option Scheme and 1,950,000 options under the 2023 Pre-IPO Share Option Scheme, with the number of shares underlying the outstanding options being 2,700,000 shares.
As at the Latest Practicable Date, save as disclosed above and in this circular, Mr. Sun has confirmed that he (i) does not have relationship with other Directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company; (ii) does not hold any other position with the Company or any of its subsidiaries; (iii) does not hold other directorships in public companies, the securities of which are listed on any securities markets in Hong Kong or overseas in the three years preceding the date of this circular; and (iv) does not have or is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).
As at the Latest Practicable Date, save as disclosed above and in this circular, in relation to the election and appointment of Mr. Sun, there is no other information that needs to be disclosed pursuant to any of the requirements as set out in Rules 13.51(2) of the Listing Rules, nor are there any matters in relation to the election and appointment of Mr. Sun that need to be brought to the attention of the Shareholders.
- 24 -
NOTICE OF THE ANNUAL GENERAL MEETING
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.
LianLian 连连
Lianlian DigiTech Co., Ltd.
連連數字科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2598)
NOTICE OF THE ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of Lianlian DigiTech Co., Ltd. (the "Company") will be held at the meeting room of the Company at 12/F, Block A, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC on Friday, June 5, 2026 at 10:00 a.m. for the purposes of considering and, if thought fit, approving the following resolutions. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company's circular dated May 13, 2026 (the "Circular").
ORDINARY RESOLUTIONS
- To consider and approve the 2025 Report of the Board.
- To consider and approve the 2025 Report of the Supervisory Committee.
- To consider and approve the 2025 Audited Consolidated Financial Statements.
- To consider and approve the 2025 Annual Report.
- To consider and approve the Profit Distribution Plan for 2025.
- To consider and approve the application for credit lines from banks and other financial institutions and the provision of guarantee in favour of subsidiaries of the Company.
- To consider and approve the appointment of Mr. Shen Enguang as the executive Director of the second session of the Board of the Company.
-
To consider and approve the appointment of Mr. Sun Dali as the executive Director of the second session of the Board of the Company.
-
AGM-1 -
NOTICE OF THE ANNUAL GENERAL MEETING
-
To consider and approve the proposed adjustment of the remuneration of the Independent non-executive Directors.
-
To consider and approve the appointment of Deloitte Touche Tohmatsu as the new auditor of the Company for the year 2026 to fill the vacancy following the retirement of PricewaterhouseCoopers, for a term until the conclusion of the next annual general meeting of the Company, and to authorize the Board to fix its remuneration.
SPECIAL RESOLUTIONS
-
To consider and approve the proposal to grant the general mandate to issue shares to the Board.
-
To consider and approve the proposal to grant the general mandate to repurchase shares to the Board.
By order of the Board
Lianlian DigiTech Co., Ltd.
Zhang Zhengyu
Chairman
Hong Kong, May 13, 2026
As at the date of this notice, the board of directors of the Company comprises Mr. Zhang Zhengyu, Mr. Xin Jie, Ms. Wei Ping and Mr. Zhu Xiaosong as executive directors, Mr. Chun Chang, Mr. Wong Chi Kin and Ms. Lin Lanfen as independent non-executive directors.
- AGM-2 -
NOTICE OF THE ANNUAL GENERAL MEETING
Notes:
-
For further details of resolutions, please refer to the circular of the Company dated May 13, 2026.
-
All resolutions at the AGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (www.hkexnews.hk) and the Company (www.lianlian.com) in accordance with the Listing Rules. For the avoidance of doubt and for the purposes of the Listing Rules, holders of treasury shares of the Company (if any) are not entitled to vote at the AGM.
-
All Shareholders are eligible for attending the AGM. Any Shareholder of the Company entitled to attend and vote at the AGM convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the AGM and vote instead of him/her. A proxy need not be a Shareholder. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every Shareholder present in person or by proxy shall be entitled to one vote for each Share held by him/her.
-
In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to (i) the Company’s principal place of business in the People’s Republic of China (the “PRC”) at B3, 12/F, Building 1, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC (for Unlisted Shareholders) or (ii) the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders) not less than 24 hours before the time appointed for the AGM. Completion and return of the proxy form will not preclude a Shareholder from attending and voting at the AGM or any adjourned meeting thereof should he/she so wish.
-
For the purpose of determining the Shareholders’ eligibility to attend and vote at the AGM (and any adjourned meeting thereof), the register of members of the Company will be closed from Tuesday, June 2, 2026 to Friday, June 5, 2026, both days inclusive, during which period no transfer of the Shares will be registered. The record date for determining the entitlement of the Shareholders to attend and vote at the AGM will be Friday, June 5, 2026. Shareholders should lodge all completed transfer documents accompanies by the relevant share certificates to Computershare Hong Kong Investor Services Limited, the H Share Registrar of the Company at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares), or to the Company’s registered office at B3, 12/F, Building 1, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC (for holders of Unlisted Shares) no later than 4:30 p.m. on Monday, June 1, 2026 for handling registration procedures.
-
The AGM is expected to take no more than half a day. Shareholders who attend the AGM (in person or by proxy) shall bear their own travelling and accommodation expenses.
-
Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder.
-
Shareholders or their proxies shall provide their identification documents when attending the AGM. In case of a corporate Shareholder, its proxy or other person authorized to attend the annual general meeting with a resolution passed by the board of directors or other decision-making authorities of such corporate Shareholder, should provide a copy of such resolution.
-
In case of joint holders, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose seniority will be determined by the order in which the names stand on the register of members of the Company in respect of the joint shareholding.
-
In case Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or “extreme conditions caused by a super typhoon” announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 9:00 a.m. on the date of the AGM, the AGM will be adjourned. The Company will post an announcement on the Company’s website (www.lianlian.com) and the designated website of the Stock Exchange (www.hkexnews.hk) to notify shareholders of the Company of the date, time and place of the adjourned AGM. The AGM will be held as scheduled while an Amber or a Red Rainstorm Warning Signal is in force. Shareholders of the Company should decide on their own whether they would attend the AGM under bad weather conditions bearing in mind their own situation.
-
AGM-3 -