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Maiyue Technology Limited Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Maiyue Technology Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the 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.
MAIYUE TECHNOLOGY LIMITED
遇越科技股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2501)
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening an annual general meeting of the Company to be held at Unit 808-809, Level 8, Cyberport 1, 100 Cyberport Road, Hong Kong on Thursday, 4 June 2026 at 9:30 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.
Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the offices of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting (i.e. not later than 9:30 a.m. on Tuesday, 2 June 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish and in such event, your form of proxy returned shall be deemed to be revoked.
References to time and dates in this circular are to Hong Kong time and dates.
30 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board. 3
Introduction 4
Proposed Grant of General Mandate and Repurchase Mandate 4
Re-election of Retiring Directors 5
Annual General Meeting and Proxy Arrangement. 6
Closure of Register of Members 7
Recommendation 7
General 7
Appendix I – Explanatory Statement. 8
Appendix II – Details of Directors Proposed to be Re-elected at the Annual General Meeting. 12
Notice of Annual General Meeting. 15
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting” or “Meeting” the annual general meeting of the Company to be held at Unit 808-809, Level 8, Cyberport 1, 100 Cyberport Road, Hong Kong on Thursday, 4 June May 2026 at 9:30 a.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the Annual General Meeting which is set out on pages 15 to 19 of this circular, or any adjournment thereof
“Article” an article of the Articles of Association
“Articles of Association” the articles of association of the Company currently in force
“Audit Committee” the audit committee of the Board
“Board” the board of Directors
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Company” Maiyue Technology Limited (礁越科技股份有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange
“core connected person(s)” has the meaning ascribed thereto under the Listing Rules
“Director(s)” the director(s) of the Company
“General Mandate” the general mandate proposed to be granted to the Directors at the Annual General Meeting to issue further new Shares not exceeding 20% of the total number of issued Shares at the date of the passing of the resolution approving the General Mandate
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” 24 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Date” 11 October 2023, the date on which the issued Shares were initially listed on the Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
— 1 —
DEFINITIONS
| “Nomination Committee” | the nomination committee of the Board |
|---|---|
| “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 to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the total number of issued Shares as at the date of passing of the resolution approving the Repurchase Mandate |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
| “Share(s)” | ordinary share(s) of HK$0.01 each in the share capital of the Company |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Takeovers Code” | The Hong Kong Codes on Takeovers and Mergers |
| “%” | per cent. |
— 2 —
LETTER FROM THE BOARD
MAIYUE TECHNOLOGY LIMITED
遇越科技股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2501)
Executive Directors:
Mr. Li Changqing (Chairman)
Mr. Ye Shanmin (Co-Chief Executive Officer)
Ms. Deng Caidie (Co-Chief Executive Officer)
Mr. Wang Yufei
Mr. Hui Chi Chung Nevin
Mr. Zhang Guangbai
Independent Non-Executive Directors:
Mr. Hou Chang
Mr. Hu Zhongqiang
Mr. Lin Peigan
Registered Office:
Cricket Square
Hutchins Drive
PO Box 2681, Grand Cayman
KY1-1108
Cayman Islands
Principal place of business
in Hong Kong:
Unit 808-809, Level 8,
Cyberport 1,
100 Cyberport Road,
Hong Kong
Headquarters and principal place of business
in China:
Room 912, 9/F
Office Area, Block B, East Tower
Guangxi Sports Centre Supporting Project Complex
9 Gehai Road
Nanning, Guangxi, PRC
30 April 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The primary purpose of this circular is to give you details of the following proposals which, together with other ordinary business, will be proposed at the Annual General Meeting for consideration and, where appropriate, approval of the Shareholders:
(a) to grant the General Mandate to the Directors;
(b) to grant the Repurchase Mandate to the Directors;
(c) to re-elect the retiring Directors; and
(d) to increase the number of Shares to be allotted and issued under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate;
The notice of Annual General Meeting is set out on pages 15 to 19 of this circular
PROPOSED GRANT OF GENERAL MANDATE AND REPURCHASE MANDATE
The existing general mandates to issue shares and repurchase Shares will lapse at the conclusion of the Annual General Meeting. Accordingly, the Company proposes to seek approval of the Shareholders at the Annual General Meeting to grant new general mandates to the Directors to exercise the above powers.
The General Mandate and the Repurchase Mandate shall be effective until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company; or
(b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands to be held; or
(c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.
Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I of this circular.
LETTER FROM THE BOARD
General Mandate
The Company has in issue an aggregate of 500,000,000 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot and issue up to a maximum of 100,000,000 Shares, representing 20% of the total number of issued Shares at the time of the passing of the resolution approving the General Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the Annual General Meeting.
Subject to the passing of the proposed resolutions for the approval of the General Mandate and the Repurchase Mandate, an ordinary resolution will also be proposed to authorise the Directors to extend the General Mandate so granted to the Directors by adding thereto any Shares repurchased by the Company pursuant to the Repurchase Mandate.
As at the Latest Practicable Date, the Directors have no immediate plans to issue any new Shares other than any Shares which may fall to be issued under the share option scheme or any scrip dividend scheme which may be approved by the Shareholders.
Repurchase Mandate
At the Annual General Meeting, an ordinary resolution will be proposed to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and in accordance with the terms therein, the Company would be allowed to repurchase up to a maximum of 50,000,000 Shares, representing 10% of the total number of issued Shares at the time of the passing of the resolution approving the Repurchase Mandate assuming that no further Shares will be issued or repurchased by the Company prior to the Annual General Meeting.
RE-ELECTION OF RETIRING DIRECTORS
According to Article 109(a), one-third of the Directors for the time being, or if their number is not a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation at every annual general meeting. A retiring Director shall be eligible for re-election.
In accordance with Article 109(a), each of Mr. Li Changqing, Mr. Hu Zhongqiang and Mr. Lin Peigan shall retire from his/her office by rotation at the Annual General Meeting. Being eligible, each of Mr. Hui Chi Chung Nevin, Mr. Zhang Guangbai and Mr. Hou Chang will offer himself/herself for re-election at the Annual General Meeting.
LETTER FROM THE BOARD
Recommendation of the Nomination Committee
The Nomination Committee had considered the skills, experience, professional expertise of the retiring Directors (the “Retiring Directors”), their contributions to the Group’s performance and development and has also taken into account the Company’s policy on board diversity, and the Nomination Committee believes that the Retiring Directors are capable to provide leadership on the continued development of the Group and their re-election would allow continuity of the Board and the senior management team of the Group. Therefore, the Nomination Committee nominated the retiring Directors, namely Mr. Li Changqing, Mr. Hu Zhongqiang and Mr. Lin Peigan to the Board for it to propose to the Shareholders for re-election at the Annual General Meeting. To comply with good corporate governance practice, each of the Retiring Directors who were members of the Nomination Committee had abstained from voting at the relevant Nomination Committee meeting on the respective propositions of their recommendations to the Board for re-election.
At the Annual General Meeting, separate ordinary resolutions will be proposed to re-elect Mr. Li Changqing, Mr. Hu Zhongqiang and Mr. Lin Peigan, respectively as Directors.
In accordance with Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. Particulars relating to Mr. Li Changqing, Mr. Hu Zhongqiang and Mr. Lin Peigan are set out in Appendix II to this circular.
ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The resolutions to be proposed at the Annual General Meeting are set out in full in the notice of Annual General Meeting on pages 15 to 19 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and of the Company at www.maiyuesoft.com. 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 branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending the Annual General Meeting or any adjournment thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, at the Annual General Meeting, the chairman of the Meeting will exercise his power under Article 79 of the Articles of Association to put each of the resolutions set out in the notice of Annual General Meeting to be voted by way of poll. An announcement on the poll vote results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
— 6 —
LETTER FROM THE BOARD
As far as the Company is aware, none of the Shareholders is required to abstain from voting at the Annual General Meeting pursuant to the Listing Rules and/or the Articles of Association.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of identifying shareholders who are entitled to attend the Annual General Meeting, the register of members of the Company will be closed from 29 May 2026 (Friday) to 4 June 2026 (Thursday) (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attending the Annual General Meeting, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on 28 May 2026 (Thursday). The record date for determining the eligibility of the Shareholders to attend and vote at the AGM will be Thursday, 4 June 2026.
RECOMMENDATION
The Directors believe that the ordinary resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the above resolutions to be proposed at the Annual General Meeting.
GENERAL
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to 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.
Your attention is drawn to the information set out in the appendices to this circular.
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By Order of the Board
Maiyue Technology Limited
Li Changqing
Chairman and Executive Director
— 7 —
APPENDIX I
EXPLANATORY STATEMENT
This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate. Neither this explanatory statement nor the Repurchase Mandate has any unusual features.
1. REPURCHASE OF SHARES FROM CORE CONNECTED PARTIES
The Listing Rules prohibit a company from knowingly purchasing shares on the Stock Exchange from a "core connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates and a connected person is prohibited from knowingly selling his/her/its securities to the Company.
No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
2. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 500,000,000 fully paid Shares.
Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 50,000,000 Shares.
3. REASONS FOR THE REPURCHASE
The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.
4. FUNDING OF REPURCHASES
Pursuant to the Repurchase Mandate, repurchase would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available under the laws of the Cayman Islands and the memorandum of association of the Company and Articles of Association for such purpose.
APPENDIX I
EXPLANATORY STATEMENT
An exercise of the Repurchase Mandate in full would not have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 December 2024, being the date of its latest published audited consolidated financial statements. However, the Directors do not propose to exercise the repurchase of Shares 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.
5. SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange for each of the twelve months preceding, and up to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 1.10 | 0.87 |
| May | 0.98 | 0.83 |
| June | 0.92 | 0.84 |
| July | 0.98 | 0.86 |
| August | 0.92 | 0.85 |
| September | 1.25 | 0.84 |
| October | 1.20 | 0.89 |
| November | 1.03 | 0.89 |
| December | 0.99 | 0.86 |
| 2026 | | |
| January | 0.99 | 0.68 |
| February | 1.18 | 0.80 |
| March | 1.24 | 1.24 |
| April (up to the Latest Practicable Date) | 1.19 | 1.10 |
6. UNDERTAKING
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the Annual General Meeting and exercised.
The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association and the applicable laws of the Cayman Islands.
APPENDIX I
EXPLANATORY STATEMENT
7. TAKEOVERS CODE
If, as a result of a securities repurchase, a Shareholder’s proportionate interest in the voting rights of the Company is increased, such an increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the following persons are substantial shareholders of the Company as recorded in the register required to be kept by the Company under Section 336 of the SFO:
| Name of Shareholders | Capacity | Number of Shares held^{(1)} | Approximate percentage of the issued Shares | Approximate percentage of the issued Shares (assuming the Repurchase Mandate is exercised in full) |
|---|---|---|---|---|
| Deep Blue Ocean Electronics Technology Limited | ||||
| ("Deep Blue Ocean")^{(2)} | Beneficial owner | 306,000,000 (L) | 61.20% | 68.00% |
| Ms. Yang Zihan | ||||
| ("Ms. Yang")^{(2)} | Interest of spouse | 306,000,000 (L) | 61.20% | 68.00% |
| Ms. Kong Xiaoyan | ||||
| ("Ms. Kong")^{(2)} | Interest of spouse | 306,000,000 (L) | 61.20% | 68.00% |
| Mr. Xu Tao ("Mr. Xu")^{(2)} | Interest of spouse | 306,000,000 (L) | 61.20% | 68.00% |
| Ms. He Deling | ||||
| ("Ms. He")^{(2)} | Interest of spouse | 306,000,000 (L) | 61.20% | 68.00% |
| Mr. Chan Eong Liat Jason | ||||
| ("Mr. Chan")^{(3)(4)} | Interest in a controlled corporation/ | |||
| Beneficial Owner | 36,596,000 (L) | 7.32% | 8.13% | |
| Ms. Koh Lik Ching | ||||
| ("Ms. Koh")^{(4)} | Interest of spouse | 36,596,000 (L) | 7.32% | 8.13% |
| Mr. Ye Shanmin | ||||
| ("Mr. Ye")^{(5)(6)} | Interest in a controlled corporation/ | |||
| Beneficial Owner | 31,502,000 (L) | 6.30% | 7.00% | |
| Ms. Ng Ling Ling | ||||
| ("Ms. Ng")^{(6)} | Interest of spouse | 31,502,000 (L) | 6.30% | 7.00% |
| Canwest Profits Limited | ||||
| ("Canwest Profits")^{(5)} | Beneficial owner | 30,000,000 (L) | 6.00% | 6.67% |
| Million Oak Limited | ||||
| ("Million Oak")^{(3)} | Beneficial owner | 28,125,000 (L) | 5.625% | 6.25% |
APPENDIX I
EXPLANATORY STATEMENT
Note:
(1) The letter “L” denotes the person’s long position in the relevant Shares.
(2) Deep Blue Ocean is beneficially owned as to 52% by Mr. Li Changqing (“Mr. Li”), 25% by Mr. Wang Yufei (“Mr. Wang”), 15% by Ms. Deng Caidie (“Ms. Deng”) and 8% by Mr. Zhang Guangbai (“Mr. Zhang”). Mr. Li, Mr. Wang, Ms. Deng and Mr. Zhang have agreed to act in concert to consolidate and maintain their control over the Company. Each of Mr. Li, Mr. Wang, Ms. Deng and Mr. Zhang is deemed to be interested in the same number of Shares that are held by Deep Blue Ocean under the SFO. Each of their spouse (including Ms. Yang, Ms. Kong, Mr. Xu and Ms. He) is therefore deemed to be interested in the same number of Shares in which each of them is interested under the SFO.
(3) Million Oak is beneficially wholly owned by Mr. Chan. Mr. Chan is deemed to be interested in the same number of Shares that are held by Million Oak under the SFO.
(4) Mr. Chan also directly holds 8,471,000 Shares. Ms. Koh is the spouse of Mr. Chan and is therefore deemed to be interested in the same number of Shares in which Mr. Chan is interested under the SFO.
(5) Canwest Profits is beneficially wholly owned by Mr. Ye. Mr. Ye is deemed to be interested in the same number of Shares that are held by Canwest Profits under the SFO.
(6) Mr. Ye also directly holds 1,502,000 Shares. Ms. Ng is the spouse of Mr. Ye and is therefore deemed to be interested in the same number of Shares in which Mr. Ye is interested under the SFO.
Assuming that there is no issue of Shares between the Latest Practicable Date and the date of the repurchase, an exercise of the Repurchase Mandate in whole or in part will result in the number of Shares in the public hands falling below the prescribed minimum percentage of 25% as required by the Stock Exchange. The Directors confirm that the Repurchase Mandate will not be exercised if the repurchase would result in the number of Shares which are in the hands of the public falling below 25% of the total number of Shares in issue (or such other percentage as may be prescribed as the minimum public shareholding under the Listing Rules).
- SHARES REPURCHASE MADE BY THE COMPANY
No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) since the Listing Date, up to and including the Latest Practicable Date.
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The details of the Directors proposed to be re-elected at the Annual General Meeting are set out below:
Mr. Li Changqing (李常青) (“Mr. Li”)
Mr. Li, aged 47, is the executive Director and Chairman. He joined the Group in August 2003 and was appointed as the Director on 21 March 2019 and redesignated as the executive Director on 20 April 2021. Mr. Li is primarily responsible for formulating corporate strategy, planning, business development, supervising the overall operations of the Group, and overseeing daily business operations of the Group. Mr. Li also serves as the chairman of the Nomination Committee.
Mr. Li has over 25 years of experience in the IT industry, with over 20 years of experience with the Group. Prior to joining the Group, Mr. Li worked at Guangxi Anyi Accounting Software Co., Ltd. (廣西安易會計軟件有限公司), a company principally engaged in provision of office automation software and consultancy services on technology related to accounting and enterprise management, in 1999. Mr. Li then worked at the Guangxi office of Panyang Neusoft Holdings Ltd. (瀋陽東軟軟件股份有限公司) (currently known as Neusoft Corporation (東軟集團股份有限公司)), a company listed on the Shanghai Stock Exchange (stock code: 600718) and a prominent technology solutions service provider in the PRC.
Mr. Li obtained a bachelor degree in law from University of International Business and Economics (對外經濟貿易大學) in February 2005 through long distance learning course. In August 2021, Mr. Li was appointed as a member of the Fourth Nanning City Liangqing District Committee of the Chinese People's Political Consultative Conference (中國人民政治協商會議第四屆南寧市良慶區委員會委員).
Save as disclosed, Mr. Li does not hold any directorship in any public listed companies in the last three years.
Save as disclosed, Mr. Li does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Li was interested and deemed to be interested in 306,000,000 Shares pursuant to Part XV of the SFO.
In relation to the proposed re-election of Mr. Li and so far as the Directors are aware, there are no other matters that need to be brought to the attention of the Shareholders nor other information relating to Mr. Li that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
— 12 —
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Hu Zhongqiang (胡忠強) (“Mr. Hu”)
Mr. Hu, aged 51, was appointed as an independent non-executive Director with effect upon the Listing Date. Mr. Hu is responsible for providing independent advice to the Board. Mr. Hu also serves as the chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee.
Mr. Hu has over 15 years of experience in corporate management, with experience in managing various companies across different sectors in Guangxi. In 2006 and 2007, Mr. Hu founded and became an executive director of Guangxi Jiuxi City Real Estate Co., Ltd. (廣西九系城市置業有限公司), a property development company in Guangxi, and Guangxi Chuneng Electric Power Materials Co., Ltd. (廣西礎能電力物資有限公司), an electrical machinery company in Guangxi, respectively. In 2014, Mr. Hu founded Guangxi Geyan Rehabilitation Medical Stock Investment Co., Ltd. (廣西格琰康復醫療股份投資有限公司), a company principally engaged in investment and operation of rehabilitation centres, and became the chairman of its board. In 2020, Mr. Hu founded Guangxi Weijun Somnology Clinic Co., Ltd. (廣西衛君睡眠醫學診所有限公司), a company principally engaged in provision of medical services, and became its executive director. Mr. Hu also has served as an external tutor for the Business School of Guangxi University (廣西大學) since July 2019.
Mr. Hu graduated with a master degree in business administration from Guangxi University (廣西大學) in July 2012.
Save as disclosed, Mr. Hu does not hold any directorship in any public listed companies in the last three years.
Save as disclosed, Mr. Hu does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Hu does not have any interests or short positions in the Shares or underlying Shares within the meaning of Part XV of the SFO.
In relation to the proposed re-election of Mr. Hu and so far as the Directors are aware, there are no other matters that need to be brought to the attention of the Shareholders nor other information relating to Mr. Hu that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
— 13 —
APPENDIX II
DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Lin Peigan (林培干) (“Mr. Lin”)
Mr. Lin, aged 55, was appointed as an independent non-executive Director with effect upon the Listing Date. Mr. Lin is responsible for providing independent advice to the Board. Mr. Lin also serves as the chairman of the Audit Committee and a member of each of the Remuneration Committee and the Nomination Committee.
Mr. Lin has over 15 years of experience in accounting and corporate management in Guangxi. Mr. Lin is currently an independent non-executive director of Asia-express Logistics Holdings Limited (Stock Code: 8620). From 2007 to 2019, Mr. Lin served for various positions under Guangxi Beibu Gulf Investment Group (廣西北部灣投資集團). From 2019 to 2023, Mr. Lin was the executive director, the general manager and the accountant in chief of Guangxi Kegui Certified Public Accountants Co., Ltd. (廣西科桂會計師事務所有限公司). From November 2023 to September 2025, Mr. Lin was the certified public accountant of the Guangxi office of Zhongruicheng Certified Public Accountants Co., Ltd. (Special General Partnership) (中瑞誠會計師事務所 (特殊普通合夥)). Since September 2025, Mr. Lin has been the vice president of the Guangxi branch of Zhongxi Certified Public Accountants (Special General Partner) (中喜會計師事務所 (特殊普通合夥)).
Mr. Lin graduated with a postgraduate qualification of business and administration from Guangxi University (廣西大學) in October 2012. Mr. Lin is a member of Chinese Institute of Certified Public Accountants.
Save as disclosed, Mr. Lin does not hold any directorship in any public listed companies in the last three years.
Save as disclosed, Mr. Lin does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.
As at the Latest Practicable Date, Mr. Lin does not have any interests or short positions in the Shares or underlying Shares within the meaning of Part XV of the SFO.
In relation to the proposed re-election of Mr. Lin and so far as the Directors are aware, there are no other matters that need to be brought to the attention of the Shareholders nor other information relating to Mr. Lin that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
MAIYUE TECHNOLOGY LIMITED
遇越科技股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2501)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Maiyue Technology Limited (the "Company") will be held at Unit 808-809, Level 8, Cyberport 1, 100 Cyberport Road, Hong Kong on 4 June 2026 at 9:30 a.m. for the following purposes:
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To receive and consider the audited consolidated financial statements and the reports of the directors (the "Directors") and the auditor (the "Auditor") of the Company for the year ended 31 December 2025.
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(a) Mr. Li Changqing be re-elected as an executive Director;
(b) Mr. Hu Zhongqiang be re-elected as an independent non-executive Director;
(c) Mr. Lin Peigan be re-elected as an independent non-executive Director; and
(d) the board of Directors (the "Board") be authorised to fix the remuneration of the Directors.
- To consider the appointment of KPMG, Certified Public Accountants, Hong Kong as the Auditor to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.
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NOTICE OF ANNUAL GENERAL MEETING
To consider, as special business and, if thought fit, passing the following resolutions, with or without amendment, as ordinary resolutions:
- “THAT:
(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the Company (the “Shares”) and to make or grant offers, agreements, options, warrants or other securities convertible into Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements, options, warrants or other securities convertible into Shares, which might require the exercise of such powers after the end of the Relevant Period (as defined below);
(c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “Articles of Association”) in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the 20 per cent of the total number of issued Shares on the date of the passing of this resolution and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Act (as revised) of the Cayman Islands (the “Companies Act”) or any applicable laws of the Cayman Islands to be held; and
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting;
“Rights Issue” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
- “THAT:
(a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the “Securities and Futures Commission”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the total number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent of the total number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution, “Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Act or any other applicable law of the Cayman Islands to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.
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NOTICE OF ANNUAL GENERAL MEETING
- "THAT conditional upon the ordinary resolution nos. 4 and 5 above being duly passed, the unconditional general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with unissued shares in the share capital of the Company pursuant to resolution no. 4 above be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution no. 5, provided that such amount shall not exceed 10 per cent. of the aggregate number of Shares in issue as at the date of passing of resolution no. 5."
By Order of the Board
Maiyue Technology Limited
Li Changqing
Chairman and Executive Director
Hong Kong, 30 April 2026
Registered Office:
Cricket Square
Hutchins Drive
PO Box 2681, Grand Cayman
KY1-1108
Cayman Islands
Cricket Square
Principal place of business in Hong Kong:
Unit 808-809, Level 8,
Cyberport 1,
100 Cyberport Road,
Hong Kong.
Headquarters and principal place of business in China:
Room 912, 9/F
Office Area, Block B, East Tower
Guangxi Sports Centre Supporting Project Complex
9 Gehai Road
Nanning, Guangxi, PRC
Notes:
- Capitalised terms not otherwise defined herein shall have the meaning ascribed to them in the circular of the Company dated 30 April 2026.
- Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a member of the Company.
- In order to be valid, the form of proxy, together with a power of attorney or other authority (if any), under which it is signed or a notarially certified copy of that power or authority, must be deposited at the offices of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.
- The register of members of the Company will be closed from 29 May 2026 (Friday) to 4 June 2026 (Thursday) (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attending the annual general meeting, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on 28 May 2026 (Thursday). The record date for determining the eligibility of the Shareholders to attend and vote at the AGM will be Thursday, 4 June 2026.
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NOTICE OF ANNUAL GENERAL MEETING
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In relation to proposed resolution no. 2 above, Mr. Li Changqing, Mr. Hu Zhongqiang and Mr. Lin Peigan will retire from their offices at the above meeting pursuant to article 109(a) and 113 of the Articles of Association and, being eligible, they will offer themselves for re-election.
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In relation to proposed resolution nos. 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules on the Stock Exchange. The Directors have no immediate plans to issue any new Shares.
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In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to this circular.
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Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, at the annual general meeting, the chairman of the meeting will exercise his power under article 79 of the Articles of Association to put each of the resolutions set out in this notice to be voted by way of poll.
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Completion and return of the form of proxy will not preclude members from attending and voting at the annual general meeting and in such event, the instrument appointing a proxy shall be deemed to have been revoked.
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If a “black” rainstorm warming or typical cyclone warning signal number 8 or above is in force in Hong Kong at any time after 7:00 a.m. on 4 June 2026 (Thursday), the annual general meeting will be postponed. The Company will publish an announcement on the websites of the Company at www.maiyuesoft.com and the Stock Exchange at www.hkexnews.hk to notify members of the date, time and place of the rescheduled meeting.
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References to time and dates in this Notice are to Hong Kong time and dates.
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