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Maxnerva Technology Services Limited Proxy Solicitation & Information Statement 2026

Apr 29, 2026

49640_rns_2026-04-29_649698c7-8252-43be-8610-f256b8473b8a.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice

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MAXNERVA

雲智匯科技服務

MAXNERVA TECHNOLOGY SERVICES LIMITED

雲智匯科技服務有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 1037)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2026 annual general meeting (the "Annual General Meeting") of Maxnerva Technology Services Limited (the "Company") will be held at 24/F., OfficePlus@Wan Chai, 303 Hennessy Road, Wan Chai, Hong Kong at 12 p.m. on Wednesday, 3 June 2026, for the purpose of considering and, if thought fit, passing, with or without modifications, the following businesses:

ORDINARY BUSINESS

  1. to receive and adopt the audited financial statements and the reports of the directors of the Company (the "Directors", each a "Director") and independent auditors of the Company for the year ended 31 December 2025;
  2. to re-appoint PricewaterhouseCoopers as auditors and to authorise the board of Directors (the "Board") to fix their remuneration;
  3. to re-elect the following persons as Directors, each as a separate resolution, and to authorise the Board to fix the Directors' remuneration:

(a) to re-elect Mr. Kan Ji Ran Laurie as independent non-executive Director;
(b) to re-elect Prof. Zhang Xiaoquan as independent non-executive Director;


(c) to re-elect Mr. Kam Chi Sing as independent non-executive Director; and
(d) to authorise the Board to fix Directors' remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions (with or without modification) as ordinary resolutions:

  1. "THAT a general and an unconditional mandate be and is hereby granted to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to repurchase shares of the Company ("Shares"), subject to and in accordance with all applicable laws, and subject to the following conditions:

(a) such mandate shall authorise the Directors to procure the Company to repurchase Shares at such price as the Directors may at their discretion determine;
(b) the aggregate number of Shares to be repurchased by the Company pursuant to this resolution during the Relevant Period shall be no more than 10 percent of the number of the Shares in issue at the date of passing this resolution; and
(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

i. the conclusion of the next annual general meeting of the Company;
ii. the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; and
iii. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

By order of the Board

Maxnerva Technology Services Limited

CHANG Chuan-Wang

Chairman

Hong Kong, 29 April 2026


Notes:

  1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy or proxies to attend and vote on his behalf. A proxy need not be a member of the Company. Completion and return of a form of proxy will not preclude a member from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof and in such event, the instrument appointing the proxy shall be deemed to be revoked.

  2. In order to be valid, a form of proxy together with a power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the office of the Company’s branch registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Fat East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or poll (as the case may be).

  3. The Register of Members of the Company will be closed from Friday, 29 May 2026 to Wednesday, 3 June 2026 (both days inclusive), during which period no transfer of Shares can be registered. Shareholders whose names appear in the Register of Members of the Company on Wednesday, 3 June 2026 are eligible to attend and vote at the Annual General Meeting. All properly completed transfer forms accompanied by relevant share certificates must be lodged with Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Thursday, 28 May 2026.

As at the date of this notice, the Board comprises two executive directors, namely, Mr. CHANG Chuan-Wang and Mr. CHENG Yee Pun, three non-executive directors, namely, Mr. KIM Hyun Seok, Mr. CHANG Kuo-Chin and Ms. HUANG Pi-Chun, and three independent non-executive directors, namely, Mr. KAN Ji Ran Laurie, Prof. ZHANG Xiaoquan and Mr. KAM Chi Sing.

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