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Linekong Interactive Group Co., Ltd. Proxy Solicitation & Information Statement 2026
51356_rns_2026-04-28_719bfdcf-c816-4a6e-af3f-860e6d4badd0.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Linekong Interactive Group Co., Ltd., you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
盐港
Linekong
Linekong Interactive Group Co., Ltd.
藍港互動集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8267)
(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
(2) EXTENSION OF ISSUE MANDATE TO ISSUE SHARES
(3) RE-ELECTION OF DIRECTORS
(4) RE-APPOINTMENT OF AUDITORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of the Company to be held at 4/F, Building A3, Vanke Time Square, No. 9 Wangjing Street, Chaoyang District, Beijing, the PRC on Friday, June 12, 2026 at 10:30 a.m. is set out on pages 18 to 23 of this circular. A form of proxy for the Annual General Meeting is also enclosed. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. before 10:30 a.m. on Wednesday, June 10, 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and in such event, the form of proxy shall be deemed to be revoked.
This circular will remain on the "Latest Listed Company Information" page of the HKEXnews website at www.hkexnews.hk for at least 7 days from the date of publication and on the website of the Company at www.linekong.com.
April 28, 2026
CONTENTS
Page
CHARACTERISTICS OF GEM ... ii
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 5
APPENDIX I — EXPLANATORY STATEMENT IN RELATION TO
THE REPURCHASE MANDATE ... 12
APPENDIX II — DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION ... 16
NOTICE OF ANNUAL GENERAL MEETING ... 18
- i -
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
- ii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“2014 RSU Scheme” the restricted share unit scheme approved and adopted pursuant to a resolution passed by the Shareholders on March 21, 2014 and as amended on August 22, 2014 which became effective on March 21, 2014 and expired on March 20, 2024
“Annual General Meeting” the annual general meeting of the Company to be held at 4/F, Building A3, Vanke Time Square, No. 9 Wangjing Street, Chaoyang District, Beijing, the PRC, on Friday, June 12, 2026 at 10:30 a.m. or any adjournment thereof, the notice of which is set out on pages 18 to 23 of this circular
“Articles of Association” the articles of association of the Company
“associate(s)” has the meaning ascribed to it under the GEM Listing Rules
“Board” the board of Directors
“Cayman Companies Act” the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
“CCASS” the Central Clearing and Settlement System established and operated by HKSCC
“close associate(s)” has the meaning ascribed to it under the GEM Listing Rules
“Company” Linekong Interactive Group Co., Ltd. (藍港互動集團有限公司), an exempted company incorporated under the laws of the Cayman Islands on May 24, 2007 with limited liability
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DEFINITIONS
| “connected person(s)” | has the meaning ascribed to it under the GEM Listing Rules |
|---|---|
| “controlling shareholder(s)” | has the meaning ascribed to it under the GEM Listing Rules |
| “core connected person(s)” | has the meaning ascribed to it under the GEM Listing Rules |
| “Director(s)” | the director(s) of the Company |
| “GEM” | the GEM of the Stock Exchange |
| “GEM Listing Rules” | the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited |
| “Group” | the Company and its subsidiaries |
| “HK$” | Hong Kong dollars, the lawful currency for the time being of Hong Kong |
| “HKSCC” | Hong Kong Securities Clearing Company Limited |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Issue Mandate” | a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to allot, issue and deal with new Shares (including any sale or transfer of Treasury Shares, if any) not exceeding 20 per cent of the number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the resolution granting such mandate |
| “Latest Practicable Date” | April 22, 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular |
| “Nomination Committee” | nomination committee of the Board |
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DEFINITIONS
| “Nomination Policy” | the nomination policy of the Company in relation to nomination of Directors |
|---|---|
| “PRC” | the People’s Republic of China |
| “Remuneration Committee” | the remuneration committee of the Board |
| “Repurchase Mandate” | a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10 per cent of the number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the resolution granting such mandate |
| “RMB” | Renminbi, the lawful currency for the time being of the PRC |
| “RSU(s)” | the restricted share unit(s) to be granted under the Share Scheme, each of which represents one underlying Share (including Treasury Share) and also represents a conditional right granted to any eligible participants under the Share Scheme to obtain the Shares (including Treasury Shares) or the cash equivalents with reference to the market price of the Shares on or around the RSUs exercising date (after deducting any taxes, stamp duty and other relevant expenses at the Board’s absolute discretion) |
| “Securities and Futures Ordinance” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time |
| “Senior Management” | the members of senior management who are required to be disclosed in the annual report of the Company pursuant to Rule 18.39 of the GEM Listing Rules |
| “Shareholder(s)” | the holder(s) of the Share(s) |
| “Share Scheme” | the share scheme of the Company approved and adopted by the Shareholders at the annual general meeting of the Company held on May 16, 2025 |
- 3 -
- 4 -
DEFINITIONS
"Share(s)"
ordinary share(s) of nominal value of US$0.000025 each in the capital of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"
has the meanings ascribed to it under the GEM Listing Rules
"substantial shareholder(s)"
has the meaning ascribed to it under the GEM Listing Rules
"Takeovers Code"
the Code on Takeovers and Mergers published by the Securities and Futures Commission of Hong Kong
"Treasury Share(s)"
has the meaning ascribed to it under the GEM Listing Rules
"US$"
United States dollars, the lawful currency for the time being of the United States
LETTER FROM THE BOARD
筋港
Linekong
Linekong Interactive Group Co., Ltd.
藍港互動集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8267)
Executive Directors:
Mr. WANG Feng (Chairman and
Chief Executive Officer)
Mr. WANG Jin (also known as YAN Yusong)
Independent Non-executive Directors:
Mr. ZHANG Xiangdong
Ms. WU Yueqin
Mr. FU Frank Kan
Registered office:
Floor 4, Willow House
Cricket Square
P.O. Box 2804
Grand Cayman KY1-1112
Cayman Islands
Principal place of business in
Hong Kong:
40th Floor
Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai, Hong Kong
April 28, 2026
To the Shareholders
Dear Sir or Madam,
(1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES
(2) EXTENSION OF ISSUE MANDATE TO ISSUE SHARES
(3) RE-ELECTION OF DIRECTORS
(4) RE-APPOINTMENT OF AUDITORS
AND
NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and information regarding the following resolutions to be put forward at the Annual General Meeting: (i) the grant to the Directors of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares and the extension of the Issue Mandate; (ii) the re-election of Directors; and (iii) the re-appointment of auditors.
GENERAL MANDATE TO ISSUE SHARES AND REPURCHASE SHARES
The existing mandates given to the Directors to issue and repurchase Shares were approved by the Shareholders on May 16, 2025 and will expire upon the conclusion of the Annual General Meeting unless revoked or varied earlier.
In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares, approval is to be sought from the Shareholders, in accordance with the GEM Listing Rules, for the Issue Mandate to issue Shares. An ordinary resolution no. 4(A) will be proposed at the Annual General Meeting to approve the grant of Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with new Shares up to 20 per cent of the number of issued Shares as at the date of passing of such resolution. As at the Latest Practicable Date, there were 369,492,964 Shares in issue. Subject to the passing of the above resolution and on the basis that no Share is issued or repurchased after the Latest Practicable Date up to the date of the Annual General Meeting, the Directors will be allowed to issue a maximum of 73,898,592 Shares under the Issue Mandate.
In addition, subject to a separate approval of ordinary resolution no. 4(C), the number of Shares repurchased by the Company pursuant to the Repurchase Mandate under ordinary resolution no. 4(B) (if approved by the Shareholders at the Annual General Meeting) will also be added to extend the 20 per cent limit under the Issue Mandate in ordinary resolution no. 4(A), provided that such additional number shall not exceed 10 per cent of the number of issued Shares as at the date of passing of such resolution. Nevertheless, the Directors have no immediate plan to issue any new Share pursuant to the Issue Mandate.
An ordinary resolution no. 4(B) will also be proposed at the Annual General Meeting to approve the grant of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10 per cent of the number of issued Shares as at the date of passing of such resolution. As at the Latest Practicable Date, there were 369,492,964 Shares in issue. Subject to the passing of the above resolution and on the basis that no Share is
LETTER FROM THE BOARD
issued or repurchased after the Latest Practicable Date up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 36,949,296 Shares under the Repurchase Mandate.
An explanatory statement required by the GEM Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.
The Issue Mandate (including the extension mandate thereof) and the Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the relevant resolution up to 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 any applicable law or the Articles of Association to be held; or (iii) the revocation or variation of such mandate by ordinary resolution of the Shareholders in a general meeting of the Company.
RE-ELECTION OF DIRECTORS
In accordance with Article 16.18 of the Articles of Association, Ms. WU Yueqin and Mr. FU Frank Kan shall retire by rotation at the close of the Annual General Meeting and, being eligible, have offered themselves for re-election as Directors thereat.
Biography and other information of the Directors who have offered themselves for re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the GEM Listing Rules.
Selection Procedures of Directors
The Company's selection procedures of Directors are mainly as follows:
(a) the Board office and the Nomination Committee shall actively communicate with the relevant departments of the Company to assess the demand for new Directors and their re-election and prepare written materials;
(b) the Nomination Committee may extensively seek candidates for Directors within the Company, its subsidiaries (or non-controlling companies), as well as in the recruitment market;
(c) the Nomination Committee, with due consideration of the relevant requirements including but not limited to the Nomination Policy and the Board Diversity Policy, may identify persons who are eligible to become members of the Board and, where
LETTER FROM THE BOARD
appropriate, assess the independence of the proposed independent non-executive Directors. The Nomination Committee shall gather and understand the information of the preliminary candidates' occupation, educational background, job title, detailed work experience and all the part-time positions, and prepare written materials;
(d) to seek the written consent from the nominated candidates on the proposed nomination; otherwise, such nominated candidates will not be considered as candidates for Directors and chief executive officer;
(e) to convene Nomination Committee meetings to review the qualifications of the preliminary candidates against the requirements for being the Directors and chief executive officer;
(f) to submit proposals and relevant materials to the Board in respect of candidates for Directors and Directors re-election within a reasonable time prior to the election of new Directors and re-election of Directors; and
(g) to carry out other follow-up work according to the decision(s) and feedback of the Board.
Confirmation of Independence
Each of Ms. WU Yueqin and Mr. FU Frank Kan has provided the annual confirmation of independence to the Company pursuant to Rule 5.09 of the GEM Listing Rules. Each of Ms. WU Yueqin and Mr. FU Frank Kan does not have any relationship with any substantial shareholder, fellow Directors and management of the Company which would interfere with the exercise of independent judgment. The Company is therefore of the view that each of Ms. WU Yueqin and Mr. FU Frank Kan meets the independence guidelines set out in Rule 5.09 of the GEM Listing Rules and are independent in accordance with the terms of the guidelines.
Recommendation of the Nomination Committee in respect of the Independent Non-executive Directors to be Re-elected
The Nomination Committee was delegated with the responsibility in making recommendations to the Board for the re-election of Directors at the Annual General Meeting. The Nomination Committee noted that each of Ms. WU Yueqin and Mr. FU Frank Kan is eligible and willing to offer herself/himself for re-election at the Annual General Meeting and advised the Board to recommend the Shareholders to vote in favour of each of the resolutions in relation to the re-election of the Directors.
LETTER FROM THE BOARD
When considering the recommendation, the Nomination Committee has followed the Nomination Policy and took into account the diversity aspects (including but not limited to gender, race, age, language, cultural and educational background, industry experience, technical and professional skills and/or qualifications, knowledge, length of services and time to be devoted as a Director) as set out in the Board Diversity Policy, with due regards to the business model and specific needs of the Group. For details of the Nomination Policy and the Board Diversity Policy, please refer to the 2025 annual report of the Company.
Having due regard to the Board Diversity Policy, the business model and specific needs of the Group, the Nomination Committee considers and the Board concurs that the re-election of each of Ms. WU Yueqin and Mr. FU Frank Kan is in the best interest of the Company and Shareholders as a whole, taking into account their familiarity with the business of the Group, their experience and skills and their performances and contributions during their terms of office.
RE-APPOINTMENT OF AUDITORS
Baker Tilly Hong Kong Limited will retire as the independent auditors of the Company at the Annual General Meeting and, being eligible, offer themselves for re-appointment as the independent auditors of the Company.
The estimated audit fee for the audit services to be provided by Baker Tilly Hong Kong Limited in respect of the financial year ending 31 December 2026 is expected to be within the range of RMB1.7 million to RMB1.9 million. Such estimated audit fee was agreed after arm's length discussions between the Company and Baker Tilly Hong Kong Limited with reference to, among other things, (i) the expected audit scope for the financial year ending 31 December 2026; (ii) the expected audit timetable; (iii) the staffing plan, level of senior involvement and resources expected to be deployed for the audit engagement; (iv) the scale, structure and complexity of the Group's operations and financial reporting; and (v) the audit fee for the financial year ended 31 December 2025.
CLOSURE OF REGISTER OF MEMBERS
The transfer books and register of members of the Company will be closed from Tuesday, June 9, 2026 to Friday, June 12, 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration, not later than 4:30 p.m. on Monday, June 8, 2026. Holders of the shares of the
LETTER FROM THE BOARD
Company where names appear on the register of members of the Company on Friday, June 12, 2026 are entitled to attend and vote in respect of all resolutions to be proposed at the Annual General Meeting.
ANNUAL GENERAL MEETING
Set out on pages 18 to 23 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve, among others, (i) the grant to the Directors of the Issue Mandate to issue Shares and the Repurchase Mandate to repurchase Shares and the extension of the Issue Mandate; (ii) the re-election of Directors; and (iii) the re-appointment of auditors.
As at the Latest Practicable Date, to the best knowledge of the Directors and having made all reasonable enquiries, no Shareholder has any material interest in the resolutions to be proposed at the Annual General Meeting. As such, no Shareholder is required to abstain from voting on the resolutions in relation thereto.
FORM OF PROXY
A form of proxy for the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 10:30 a.m. on Wednesday, June 10, 2026) or any adjournment thereof.
Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.
VOTING BY WAY OF POLL
Pursuant to Rule 17.47(4) of the GEM Listing Rules and Article 13.6 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of Annual General Meeting will be taken by way of poll.
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LETTER FROM THE BOARD
On a poll, every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation, its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes in the same way.
An announcement on the results of the vote by poll will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
RECOMMENDATION
The Directors consider that the proposed resolutions set out in the notice of the Annual General Meeting are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the aforementioned resolutions.
Yours faithfully
By order of the Board
Linekong Interactive Group Co., Ltd.
WANG Feng
Chairman
APPENDIX I
EXPLANATORY STATEMENT IN RELATION TO THE REPURCHASE MANDATE
The following is an explanatory statement required to be sent to the Shareholders under the GEM Listing Rules in connection with the proposed Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the total number of Shares in issue were 369,492,964 Shares. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares is issued or repurchased after the Latest Practicable Date up to the date of passing of such resolution, the Company will be allowed to repurchase a maximum of 36,949,296 Shares (subject to share consolidation or subdivision) which represent 10 per cent of the number of the issued Shares, during the period from the date of passing of such resolution up to the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of Association to be held; or (iii) the revocation or variation of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting of the Company.
REASONS AND FUNDING OF REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.
The Company may cancel such repurchased Shares or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.
Repurchases of Shares will be financed out of funds legally available for such purpose and in accordance with the Articles of Association, the Cayman Companies Act and the GEM Listing Rules. The Cayman Companies Act provides that the amount of capital paid in connection with a
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APPENDIX I
EXPLANATORY STATEMENT IN RELATION TO THE REPURCHASE MANDATE
share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Cayman Companies Act. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or from sums standing to the credit of the share premium account of the Company.
The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that, based on the current prevailing market price, even if the Repurchase Mandate is to be exercised in full, it would not have a material adverse impact on the working capital and the gearing position of the Company as compared with the positions disclosed in the audited consolidated financial statements of the Company for the year ended December 31, 2025, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
GENERAL
To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the GEM Listing Rules) currently intend to sell any Share to the Company or its subsidiaries, in the event that the Repurchase Mandate is granted by the Shareholders.
The Directors undertake that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands and confirm that neither this explanatory statement nor the proposed share repurchase has any unusual features.
No core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he/she has a present intention to sell any Share to the Company, or has undertaken not to do so, if the Repurchase Mandate is granted by the Shareholders.
If as a result of a repurchase of Shares by the Company pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
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APPENDIX I
EXPLANATORY STATEMENT IN RELATION TO THE REPURCHASE MANDATE
As at the Latest Practicable Date, Mr. WANG Feng is the largest Shareholder of the Company and interested in 107,346,040 Shares (including (i) 66,576,160 Shares held through his wholly-owned company, Wangfeng Management Limited; (ii) 32,336,572 Shares held directly by him; and (iii) 8,433,308 RSUs granted to him under the 2014 RSU Scheme entitling him to receive 8,433,308 Shares upon exercise). In the event that the Directors exercise the Repurchase Mandate in full and Mr. WANG Feng fully exercises his RSUs, the shareholding of Mr. WANG Feng will increase from 29.05% to approximately 32.28%. Based on the aforesaid increase in shareholding, such increase would give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code. However, the Directors would not repurchase Shares to such an extent as would result in takeover obligations.
The GEM Listing Rules prohibit a company from making repurchase on the Stock Exchange if the repurchase would result in less than 25 per cent (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued shares being in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
SHARE REPURCHASE MADE BY THE COMPANY
No repurchase of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the six months preceding the Latest Practicable Date.
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APPENDIX I
EXPLANATORY STATEMENT IN RELATION TO THE REPURCHASE MANDATE
SHARE PRICES
The highest and lowest traded prices for Shares recorded on GEM during the twelve months preceding the Latest Practicable Date were as follows:
| Month | Highest traded price HK$ | Lowest traded price HK$ |
|---|---|---|
| 2025 | ||
| May | 0.320 | 0.246 |
| June | 0.700 | 0.250 |
| July | 0.900 | 0.350 |
| August | 0.850 | 0.530 |
| September | 0.770 | 0.580 |
| October | 0.760 | 0.490 |
| November | 0.530 | 0.355 |
| December | 0.415 | 0.285 |
| 2026 | ||
| January | 0.460 | 0.280 |
| February | 0.355 | 0.275 |
| March | 0.340 | 0.240 |
| April (up to the Latest Practicable Date) | 0.300 | 0.255 |
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors (as required by the GEM Listing Rules) proposed to be re-elected at the Annual General Meeting.
Save as disclosed herein, as at the Latest Practicable Date, each of the following Directors (i) did not have any other relationship with any other director, senior management or substantial or controlling shareholders (if any) of the Company (as defined in the GEM Listing Rules); (ii) did not have any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance; (iii) did not hold any other position with any member of the Group; (iv) had not held any other directorships in any other listed public companies in the last three years; (v) did not have other major appointments or professional qualification; and (vi) did not have any information to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor any other matter that need to be brought to the attention of the Shareholders.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Ms. WU Yueqin
Ms. Wu Yueqin, aged 49, has been an independent non-executive Director, chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination Committee since May 29, 2018. Ms. Wu has over 20 years of financial management experience. From June 2002 to December 2004, Ms. Wu was the accounting supervisor at Zhongchu Logistics Online Co., Ltd. From December 2004 to June 2006, she was a financial manager at Kingsoft Corporation Ltd. From July 2006 to January 2011, she was the financial head of Kingsoft Corporation Ltd. From January 2011 to January 2012, she was Kingsoft Corporation Ltd.'s assistant president. From January 2012 to June 2015, she was the vice president of finance at Kingsoft Corporation Ltd. From July 2015 to August 2020, she was the vice president of finance at Cheetah Mobile Inc.. She was the co-founder of Beijing Xiaoyaozhi Technology Company Limited (北京逍遥志科技有限公司) from March 2021 to December 2022. She was the chief financial officer of Think Beyond Pte. Ltd. from December 2022 to June 2024. She has been an independent investor since July 2024. Ms. Wu graduated from Xi'an Jiaotong University with a bachelor's degree in accounting in July 1999 and she graduated from Xi'an Jiaotong University with a master's degree in management science and engineering in July 2002. Ms. Wu is qualified as a Chinese Certified Public Accountant and has passed the Hong Kong Institute of Certified Public Accountants qualification exams.
Ms. Wu has entered into a letter of appointment with the Company for a term of 3 years commencing from May 29, 2018 and have been renewed for another term of three years on May 29, 2021 and subsequently on May 29, 2024, and is subject to retirement by rotation and
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APPENDIX II
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Ms. Wu is entitled to a director’s remuneration of RMB286,000 per annum, which has been determined by the Remuneration Committee and the Board with reference to her performance, duties and responsibilities with the Company and prevailing market condition.
Mr. Fu Frank Kan
Mr. Fu Frank Kan, aged 56, has been an independent non-executive Director and a member of the Audit Committee, the Remuneration Committee and the Nomination Committee since February 26, 2023. Mr. Fu has over 31 years of experience in business development in the technology industry. From 1997 to 1998, Mr. Fu was a product marketing and global channel development manager of Fujitsu Electronics America, Inc.. From 1998 to 2000, Mr. Fu was a director of business development and product marketing of Samsung Telecommunications America, LLC. From 2000 to 2002, Mr. Fu was a director of business development of AboveNet Inc., (formerly listed on the New York Stock Exchange, stock code: ABVT). From October 2002 to October 2004, Mr. Fu was a vice president of sales and marketing at Innopath Software, Inc.. From October 2004 to March 2007, Mr. Fu was a vice president and general manager of Asia Pacific of Bitfone Corporation. From April 2007 to June 2013, Mr. Fu was a managing director of Citirich International., Ltd.. From July 2013 to January 2016, Mr. Fu was executive vice president of Beijing Kingsoft Office Software, Inc. (北京金山辦公軟件股份有限公司) (listed on the Shanghai Stock Exchange, stock code: 688111). From January 2016 to March 2018, Mr. Fu was successively a managing director of global operation and international investment, respectively, of Meitu Inc. (listed on the Stock Exchange, stock code: 1357). From June 2018 to August 2019, Mr. Fu was the chief executive officer of HBUS Holdco Inc. From August 2019 to October 2020, Mr. Fu was a managing director of Fenbushi Investment Management Co., Ltd. and has been a venture partner of the same company since October 2020. Mr. Fu is also currently the co-founder and chief marketing officer of Math Global Foundation., Ltd.. Mr. Fu has also served as the independent non-executive director of China Renaissance Holdings Limited (listed on the Stock Exchange, stock code: 1911) since June 2025. Mr. Fu graduated from Midland University in July 1992 with a bachelor degree in business administration. He also graduated from San Jose State University in May 1999 with a master degree in business administration.
Mr. Fu has entered into a letter of appointment with the Company for a term of 3 years commencing from February 26, 2023 and has been renewed for another term of three years on February 26, 2026, and is subject to retirement by rotation and re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Fu is entitled to a director’s remuneration of RMB286,000 per annum, which has been determined by the remuneration committee of the Company and the Board with reference to his performance, duties and responsibilities with the Company and prevailing market condition.
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NOTICE OF ANNUAL GENERAL MEETING
話港
Linekong
Linekong Interactive Group Co., Ltd.
藍港互動集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8267)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Linekong Interactive Group Co., Ltd. (the "Company") will be held at 4/F, Building A3, Vanke Time Square, No. 9 Wangjing Street, Chaoyang District, Beijing, the PRC on Friday, June 12, 2026 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the following resolutions:
Ordinary Resolutions
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To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditors for the year ended December 31, 2025.
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(A) To re-elect the following persons as directors of the Company by separate resolutions:
(i) Ms. WU Yueqin as an independent non-executive director of the Company.
(ii) Mr. FU Frank Kan as an independent non-executive director of the Company.
(B) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
-
To re-appoint Baker Tilly Hong Kong Limited as independent auditors of the Company and to authorise the board of directors of the Company to fix its remuneration.
-
18 -
NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, to pass (with or without amendments) the following resolutions as ordinary resolutions:
(A) “THAT:
(i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company (including any sale or transfer of Treasury Shares (as defined under the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”)), if any) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds and warrants convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued (and Treasury Shares, if any, sold or transferred or agreed conditionally or unconditionally to be sold or transferred) by the directors of the Company during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible
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NOTICE OF ANNUAL GENERAL MEETING
security issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20 per cent of the number of issued shares of the Company (excluding Treasury Shares, if any) (subject to proportional adjustment as a result of share consolidation or subdivision) as at the date of passing this resolution, and the said approval shall be limited accordingly;
(iv) for the purpose of this resolution:
(a) “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or
(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
(b) “Rights Issue” means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
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NOTICE OF ANNUAL GENERAL MEETING
(B) "THAT:
(i) subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on GEM of The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the GEM Listing Rules, be and is hereby generally and unconditionally approved;
(ii) the aggregate number of shares of the Company which may be repurchased pursuant to the approval in paragraph (i) above shall not exceed 10 per cent of the number of issued shares of the Company (excluding Treasury Shares, if any) (subject to proportional adjustment as a result of share consolidation or subdivision) as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of this resolution, any prior approvals of the kind referred to in paragraphs (i) of this resolution granted to the directors of the Company and which are still in effect be and are hereby revoked; and
(iv) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company;
(b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or
(c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."
(C) "THAT conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company under resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate
NOTICE OF ANNUAL GENERAL MEETING
number of shares of the Company (including any sale or transfer of Treasury Shares, if any) which may be allotted, issued or otherwise dealt with by the directors of the Company pursuant to such general mandate an amount representing the aggregate number of shares of the Company repurchased by the Company under the authority granted under resolution numbered 4(B) set out in the notice convening this meeting, provided that such amount of shares of the Company shall not exceed 10 per cent of the number of issued shares of the Company (excluding Treasury Shares, if any) (subject to proportional adjustment as a result of share consolidation or subdivision) as at the date of passing of this resolution.”
By order of the Board
Linekong Interactive Group Co., Ltd.
WANG Feng
Chairman
Beijing, the PRC
April 28, 2026
Registered office:
Floor 4, Willow House
Cricket Square
P.O. Box 2804
Grand Cayman KY1-1112
Cayman Islands
Principal place of business in
Hong Kong:
40th Floor
Dah Sing Financial Centre
No. 248 Queen’s Road East
Wanchai, Hong Kong
Notes:
(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company.
(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
(iii) In order to be valid, the form of proxy must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10:30 a.m. on Wednesday, June 10, 2026) or any adjournment thereof. Completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish and in such event, the form of proxy shall be deemed to be revoked.
NOTICE OF ANNUAL GENERAL MEETING
(iv) The transfer books and register of members of the Company will be closed from Tuesday, June 9, 2026 to Friday, June 12, 2026, both days inclusive, to determine the entitlement of the shareholders to attend and vote at the above meeting, during which period no share transfer can be registered. In order to qualify for attending and voting at the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, June 8, 2026. Holders of the shares of the Company where names appear on the register of members of the Company on Friday, June 12, 2026 are entitled to attend and vote in respect of all resolutions to be proposed at the above meeting.
(v) In respect of ordinary resolution numbered 2(A) above, details of the named persons are set out in Appendix II to the circular of the Company dated April 28, 2026.
(vi) In respect of ordinary resolution numbered 4(B) above, an explanatory statement containing the information as required by the GEM Listing Rules, is set out in Appendix I to the circular of the Company dated April 28, 2026.
As at the date of this notice, the executive Directors of the Company are Mr. WANG Feng and Mr. WANG Jin (also known as YAN Yusong); and the independent non-executive Directors of the Company are Mr. ZHANG Xiangdong, Ms. WU Yueqin and Mr. FU Frank Kan.
This notice, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.
This notice will remain on the “Latest Listed Company Information” page of the HKEXnews website at www.hkexnews.hk for at least 7 days from the date of its posting and be posted on the website of the Company at www.linekong.com.