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Mininglamp Technology 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 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, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Mininglamp Technology, you should at once hand this circular, together with the enclosed 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 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.
MININGLAMP TECHNOLOGY
Mininglamp Technology
明暗科技
(A company controlled through weighted voting rights and registered by way of continuation in the Cayman Islands with limited liability)
(Stock Code: 2718)
(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
(2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of Mininglamp Technology to be held at Meeting Room 1, 4/F, China Digital Building, No. 1 Wangjing North Road, Chaoyang District, Beijing, China on Friday, 12 June 2026 at 10:00 a.m. is set out in this circular.
A letter from the Board is set out on pages 5 to 10 of this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, 10 June 2026 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.mininglamp.com).
References to time and dates in this circular are to Hong Kong time and dates.
24 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 5
- Proposed Granting of General Mandate to Repurchase Shares 6
- Proposed Granting of General Mandate to Issue Shares 6
- Proposed Re-election of the Retiring Directors 7
- Proposed Re-appointment of Auditor 8
- Annual General Meeting and Proxy Arrangement 8
- Voting by Poll 8
- Responsibility Statement 9
- Recommendation 9
- Closure of Register of Members 10
- General 10
Appendix I – Explanatory Statement on the Repurchase Mandate I-1
Appendix II – Details of the Directors Proposed to be Re-elected at the Annual General Meeting II-1
Notice of Annual General Meeting AGM-1
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting" or "AGM"
the annual general meeting of the Company to be held at Meeting Room 1, 4/F, China Digital Building, No. 1 Wangjing North Road, Chaoyang District, Beijing, China on Friday, 12 June 2026 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages AGM-1 to AGM-5 of this circular, or any adjournment thereof
"Annual Report"
the annual report of the Company, which comprises, inter alia, the Directors' report, the auditors' report and the financial statements of the Company for the year ended December 31, 2025
"Articles" or "Articles of Association"
the eighth amended and restated memorandum and articles of association of the Company adopted on 15 October 2025, which became effective on the Listing Date, as amended from time to time
"Auditors"
the auditors for the time being of the Company
"Board"
the board of Directors
"Business Day"
any day (excluding Saturday, Sunday or public holiday) on which banks in Hong Kong are generally open for business and the Stock Exchange is open for business of dealing securities
"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
"Class A Shares"
class A ordinary shares of the share capital of the Company with a par value of US$0.001 each, conferring a holder of a class A ordinary share one vote per share on any resolution tabled at the Company's general meeting
"Class B Shares"
class B ordinary shares of the share capital of the Company with a par value of US$0.001 each, conferring weighted voting rights in the Company such that a holder of a class B ordinary share is entitled to ten votes per share on any resolution tabled at the Company's general meeting, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per share
"close associate(s)"
has the same meaning ascribed to it under the Listing Rules
"Companies Act"
the Companies Act (as revised) of the Cayman Islands
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DEFINITIONS
"Company", "our Company," or "the Company"
Mininglamp Technology (明略科技) (formerly known as Leading Smart Holdings Limited), a business company incorporated under the laws of the BVI on February 1, 2010, and registered by way of continuation in the Cayman Islands on January 15, 2019 as an exempted company with limited liability under the laws of the Cayman Islands
"Controlling Shareholder(s)"
has the same meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Minghui Wu, Mine Mine International Limited, Equation Holding Limited, Market Pro Holdings Limited, and Zhuhai Hengqin Minglue Wanxiang Equity Investment Enterprise (Limited Partnership), which are a group of controlling shareholders of the Company
"core connected person(s)"
has the same meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
"General Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Class A Shares (including any sale and transfer of Treasury Shares) of not exceeding 20% of the total number of issued shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the relevant Shareholders' resolution granting the General Mandate, and adding thereto any shares representing the aggregate number of shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate contained in item 7 of the notice of the Annual General Meeting as set out on pages AGM-1 to AGM-5 of this circular
"Group"
the Company and its subsidiaries
"HKSCC"
Hong Kong Securities Clearing Company Limited
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Intermediary"
the bank, stockbroker, custodian, or HKSCC that holds shares in the CCASS on behalf of non-registered Shareholders
"Latest Practicable Date"
21 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
- 2 -
DEFINITIONS
"Listing Date"
November 3, 2025, on which the issued Shares were listed on the Stock Exchange and from which dealings in the Shares were permitted to commence on the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
"Remuneration Committee"
the remuneration committee of the Company
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors to repurchase Class A Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares (excluding Treasury Shares, if any) of the Company as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting as set out on pages AGM-1 to AGM-5 of this circular
"Reserved Matters"
those matters resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Articles of Association, being: (i) any amendment to the Articles of Association, including the variation of the rights attached to any class of shares, (ii) the appointment, election or removal of any independent non-executive Director, (iii) the appointment or removal of the Company's auditors, and (iv) the voluntary liquidation or winding-up of the Company
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time
"Share(s)"
the Class A Shares and/or Class B Shares in the share capital of our Company, as the context so requires
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Subsidiary"
a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong or elsewhere
"Takeovers Code"
The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time
"Treasury Shares"
has the meaning ascribed thereto under the Listing Rules
- 3 -
DEFINITIONS
| “US$” | United States Dollars, the lawful currency of the United States |
|---|---|
| “WVR” or “weighted voting rights” | has the meaning ascribed to it under the Listing Rules |
| “%” | per cent |
- 4 -
LETTER FROM THE BOARD
MININGLAMP TECHNOLOGY
Mininglamp Technology
明略科技
(A company controlled through weighted voting rights and registered by way of continuation in the Cayman Islands with limited liability) (Stock Code: 2718)
Executive Directors:
Mr. Minghui Wu (Chairman, Chief Executive Officer)
Mr. Ping Jiang
Ms. Jie Zhao
Ms. Qi Yu
Non-executive Director:
Mr. Leiwen Yao
Independent Non-executive Directors:
Mr. Yunan Ren
Mr. Hing Yuen Ho
Mr. Qingfei Zeng
Registered Office:
PO Box 309, Ugland House,
Grand Cayman
KY1-1104, Cayman Islands
Head Office and Principal Place of Business in the PRC:
Room 807, 8th Floor, Building 1
No. 222, West Section 3, Waihuan Road
Yanjiang District
Ziyang City
Sichuan Province, China
Principal Place of Business in Hong Kong:
Room 1922, 19/F, Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
24 April 2026
To the Shareholders
Dear Sir/Madam,
(1) PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
(2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
- INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the General Mandate to the Directors; (iii) the extension of the General Mandate to include Shares repurchased pursuant to the Repurchase Mandate; and (iv) the re-election of retiring Directors.
LETTER FROM THE BOARD
2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
On 15 October 2025, a resolution was passed by the then Shareholders to grant a general mandate to the Directors to exercise the powers of the Company to repurchase its own Class A Shares. Such mandate, to the extent not renewed, revoked or varied by the date of the Annual General Meeting, will lapse at the conclusion of the Annual General Meeting.
In order to give the Company the flexibility to repurchase Class A Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a new general mandate to the Directors to exercise the powers of the Company to repurchase Class A Shares representing up to 10% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution in relation to the proposed Repurchase Mandate.
As at the Latest Practicable Date, the issued share capital of the Company (excluding Treasury Shares) comprised 130,625,670 Class A Shares and 14,835,491 Class B Shares. Subject to the passing of the ordinary resolution item 7 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 14,546,116 Shares.
An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in the Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate at the Annual General Meeting.
3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
On 15 October 2025, a resolution was passed by the then Shareholders to grant a general mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Class A Shares. Such mandate, to the extent not renewed, revoked or varied by the date of the Annual General Meeting, will lapse at the conclusion of the Annual General Meeting.
In order to give the Company the flexibility to issue new Class A Shares if and when appropriate (including but not limited to any issue of Shares for the purposes of share schemes of the Company adopted from time to time subject to compliance with the applicable Listing Rules requirements), an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a new general mandate to the Directors, to allot, issue or deal with additional Class A Shares (including any sale or transfer of Treasury Shares) not exceeding 20% of the total number of issued Shares (excluding Treasury Shares, if any) as at the date of passing of the relevant resolution in relation to the Proposed General Mandate.
As at the Latest Practicable Date, the issued share capital of the Company (excluding Treasury Shares) comprised 130,625,670 Class A Shares and 14,835,491 Class B Shares. Subject to the passing of the ordinary resolution item 8 and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will
- 6 -
LETTER FROM THE BOARD
be allowed to issue a maximum of 29,092,232 Class A Shares. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the General Mandate as at the Latest Practicable Date.
In addition, as disclosed in the ordinary resolution item 9, subject to a separate approval of the ordinary resolution item 9, the number of Shares purchased by the Company under ordinary resolution item 7 will also be added to extend the General Mandate as mentioned in ordinary resolution item 8 provided that such additional amount shall represent up to 10% of the number of issued Shares (excluding Treasury Shares, if any) as at the date of passing the resolutions in relation to the General Mandate and Repurchase Mandate.
The General Mandate (including the extended General Mandate) and the Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (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 to be held by the Articles of Association or any applicable laws; or (iii) the date on which the authority set out in the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.
According to the Listing Rules, the Company may not make a new issue of Class A Shares or announce a proposed new issue of Class A Shares (including any sale or transfer of Treasury Shares) for a period of 30 days after any repurchase of Shares, whether on the Stock Exchange or otherwise (other than an issue of securities pursuant to the exercise of warrants, share options or similar financial instruments requiring the Company to issue securities, which were outstanding prior to that repurchase of its Shares), without the prior approval of the Stock Exchange.
The Company may use the General Mandate for the sale or transfer of Treasury Shares in accordance with the Listing Rules.
4. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
In accordance with the Articles of Association and the Corporate Governance Code set out in Appendix C1 of the Listing Rules, every Director (including those appointed for a specific term) should be subject to retirement by rotation at least once every three years and shall then be eligible for re-appointment. Accordingly, Mr. Minghui Wu, Mr. Ping Jiang and Mr. Leiwen Yao shall retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors who are due to retire at the Annual General Meeting.
LETTER FROM THE BOARD
Details of the above Directors proposed for re-election at the Annual General Meeting are set out in Appendix II to this circular.
5. PROPOSED RE-APPOINTMENT OF AUDITOR
The board of directors has approved the proposed re-appointment of Ernst & Young as auditors of the Company until the next annual general meeting, which will be submitted to the shareholders for approval at the Annual General Meeting with a proposal to authorize the board of directors to fix their remuneration. In fixing the auditor’s remuneration, the board of directors will take into consideration the scale and complexity of the Group’s business, the expected scope and duration of audit work, the qualifications and experience of the auditors, the audit resources and workload required, as well as the market level of the relevant services, and negotiate on a fair and reasonable basis.
6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The Company will convene the Annual General Meeting at Meeting Room 1, 4/F, China Digital Building, No. 1 Wangjing North Road, Chaoyang District, Beijing, China on Friday, 12 June 2026 at 10:00 a.m. at which resolutions will be proposed for the purpose of considering and if thought fit, approving the resolutions proposed in the notice of the Annual General Meeting as set out on pages AGM-1 to AGM-5 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 Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.mininglamp.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, 10 June 2026 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.
The Board confirm that to the best of their knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, there was no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder and there was no obligation or entitlement of any Shareholder whereby he or she has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his Shares to a third party, either generally or on a case-by-case basis.
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LETTER FROM THE BOARD
The Board confirm that to the best of their knowledge, information and belief of the Directors, as at the Latest Practicable Date, there was no discrepancy between any beneficial shareholding interest in the Company as disclosed in this circular and the number of Shares in the Company in respect of which each of them will control or will be entitled to exercise control over the voting right at the Annual General Meeting.
7. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules and Article 21.8 of the Articles of Association, all the resolutions set out in the notice of Annual General Meeting will be voted by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions put to vote at the Annual General Meeting will be taken by way of poll. An announcement on the poll 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.
The Company is controlled through weighted voting rights. On each resolution subject to a vote at general meetings on a poll, holders of Class A Shares present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote per Share, and holders of Class B Shares present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have ten votes per Share (i.e. resolutions 1 to 5 and resolutions 7 to 9 in the notice of the AGM), save for resolutions with respect to any Reserved Matters, in which case each Class A Share and each Class B Share shall entitle its holder to one vote on a poll at a general meeting (i.e. resolution 6, regarding the proposed re-appointment of auditor which are the Reserved Matters, in the notice of the AGM). Holders of Class A Shares and Class B Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Shareholders. For the avoidance of doubt and for the purposes of the Listing Rules, holders of Treasury Shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Company's general meetings.
8. RESPONSIBILITY STATEMENT
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 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 is no omission of any other matter the omission of which would make any statement herein or this document misleading.
9. RECOMMENDATION
The Directors consider that the resolutions for (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the General Mandate to the Directors; (iii) the extension of the General Mandate to include Shares repurchased pursuant to the Repurchase Mandate; (iv) the re-election of retiring Directors; and (v) the re-appointment of auditor to be proposed at the Annual General Meeting are in the best interests of the Company as well as its Shareholders as a whole. Accordingly,
LETTER FROM THE BOARD
the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting as set out in the notice of the Annual General Meeting as set out on pages AGM-1 to AGM-5 of this circular.
10. CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 9 June 2026 to Friday, 12 June 2026, both days inclusive, during which period no transfer of Shares will be registered. The record date for determining the Shareholders’ entitlement to attend and vote at the AGM is Friday, 12 June 2026. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 8 June 2026.
11. GENERAL
Your attention is also drawn to the additional 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
Mininglamp Technology
Mr. Minghui Wu
Chairman of the Board and Executive Director
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APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:
- LISTING RULES RELATING TO THE REPURCHASE OF SHARES
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up; the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.
- SHARE CAPITAL
As at the Latest practicable Date, the issued share capital of the Company comprised 145,461,161 Shares, out of which 130,625,670 were Class A Shares, 14,835,491 were Class B Shares (excluding Treasury Shares).
Subject to the passing of the ordinary resolution set out in resolution 7 of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 14,546,116 Shares, representing 10% of the total number of Shares (excluding Treasury Shares, if any) in issue as at the date of the Annual General Meeting.
If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company intends to (i) cancel the repurchased Shares and/or (ii) hold such Shares as Treasury Shares following settlement of such repurchase, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made.
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.
- I-1 -
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
3. REASONS FOR SHARE REPURCHASE
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. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands. Share repurchase will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
4. FUNDING OF SHARE REPURCHASE
Repurchases of Shares will be funded from the Company’s internal resources, which shall be funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.
5. IMPACT OF REPURCHASE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report of the Company for the year ended 31 December 2025) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend 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.
6. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.
As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorized to make purchases of the Shares.
The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.
APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
7. UNDERTAKING OF THE DIRECTORS
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.
8. EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT
If, on the exercise of the power to repurchase Shares 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 of voting rights by the relevant Shareholder for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) may obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the WVR Beneficiary is Mr. Minghui Wu (“Mr. Wu”). As at the Latest Practicable Date, Mr. Wu is deemed to be interested in 431,996 Class A Shares and 14,835,491 Class B Shares, representing approximately 53.33% of the total voting rights in our Company with respect to matters other than the Reserved Matters, and representing approximately 39.25% of the total voting rights in our Company with respect to matters relating to the Reserved Matters. Pursuant to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Repurchase Mandate, the WVR Beneficiary must reduce their weighted voting rights in the Company proportionately through conversion of a proportion of their shareholding with those rights into Class A Shares, if the reduction in the number of Shares in issue would otherwise result in an increase in the proportion of Class B Shares. As such, to the best knowledge and belief of the Directors, the exercise of the Repurchase Mandate is not expected to give rise to an obligation of Mr. Wu to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.
On the basis that no further Shares are issued or purchased after the Latest Practicable Date, the Shares counted towards the public float represent approximately 68.88% of the issued Shares as at the Latest Practicable Date, or approximately 64.98% of the issued Shares assuming the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate. The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the repurchase would result in the number of listed shares which are in the hands of the public falling below the applicable prescribed minimum threshold for that company. The Directors do not propose to repurchase Shares which would result in less than the relevant prescribed minimum percentage of Shares in public hands as required by the Stock Exchange.
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APPENDIX I
EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE
9. SHARE REPURCHASES BY THE COMPANY
Since the Listing Date and up to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).
10. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange from the Listing Date to the Latest Practicable Date were as follows:
| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| November (since the Listing Date) | 309.800 | 168.600 |
| December | 215.200 | 189.800 |
| 2026 | | |
| January | 293.800 | 191.00 |
| February | 281.800 | 204.00 |
| March | 279.600 | 192.200 |
| April (up to the Latest Practicable Date) | 242.600 | 196.700 |
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
The biographical details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out as follows:
(1) Mr. Minghui Wu, Executive Director
Mr. Minghui Wu (吳明輝), aged 44, is our founder, executive Director, chairman of the Board, chief executive officer and chief technology officer. Mr. Wu is primarily responsible for the overall strategic planning and management, product design, technology innovation, and management of our Group.
Mr. Wu is an experienced entrepreneur with business insights and over 21 years of experience in software development and algorithm research and over 20 years of experience in the big data and AI industries. Mr. Wu started his entrepreneurial journey in 2006 when he founded our Group while pursuing his Master's degree at Peking University, and has been leading our Company ever since. Mr. Wu is the co-founder and has served as a director (currently as a non-executive director) of Beijing Yunji Technology Co., Ltd. since January 2014. Mr. Wu also serves as an independent director of 17 Education & Technology Group Inc., a company listed on the Nasdaq Stock Market LLC (stock code: YQ). Mr. Wu currently also serves as an entrepreneurship mentor at Peking University and Renmin University of China.
Mr. Wu received a bachelor's degree in mathematics from Peking University in 2004 and a master's degree in computer science from Peking University in 2007. Mr. Wu is currently pursuing a Ph.D. degree in electronics and information from Peking University.
Mr. Wu has entered into a director's appointment contract with the Company for an initial term of three years from the Listing Date, subject to retirement by rotation and re-election as and when required in accordance with the Articles of Association. Pursuant to the appointment contract, Mr. Wu will not receive any emolument in his capacity as an executive Director of the Company.
As far as the Directors are aware, and as at the Latest Practicable Date, Mr. Wu personally holds 14,835,491 Class B Shares through Mine Mine International Limited. Mine Mine International Limited is owned as to (i) 97% by Equation Holding Limited, the holding vehicle wholly-owned by Equation Trust, a family trust established by Mr. Wu as the settlor and protector, Vistra Trust (Singapore) Pte. Limited as the trustee, and Market Pro Holdings Limited (a wholly-owned company of Mr. Wu) as the sole beneficiary; and (ii) 3% by Market Pro Holdings Limited;
Mr. Wu also holds 431,996 Class A Shares through Zhuhai Hengqin Minglue Wanxiang Equity Investment Enterprise (Limited Partnership), in which he is the general partner.
Save as disclosed above, Mr. Wu (i) has not held any other positions with any members of the Group; (ii) is not related to any Director, senior management or substantial or controlling Shareholder; and (iii) has not held any other directorships in any other listed public companies in the last three years
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, there is no other information relating to Mr. Wu’s appointment that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
(2) Mr. Ping Jiang, Executive Director
Mr. Ping Jiang (姜平), aged 43, is our co-founder, executive Director, president and chief financial officer. Mr. Jiang joined our Group in 2008 and has been a core member of our Group since then. Mr. Jiang is primarily responsible for overall strategic planning and management, financial operation, legal and compliance, and management of our Group.
Mr. Jiang has served as president of our Company since October 2020 and chief financial officer of our Company since January 2019. He has been overseeing the legal department and supervising human resources of our research and development team and project management of our Company since he joined our Company. Mr. Jiang has played a key role in quality control and standardization of our research and development efforts.
Mr. Jiang received a bachelor’s degree in computer science and technology from Peking University in 2006 and a master’s degree in business administration from Peking University in 2020. He is currently pursuing a Ph.D. degree in Engineering from Peking University.
Mr. Jiang has entered into a director’s appointment contract with the Company for an initial term of three years from the Listing Date, subject to retirement by rotation and re-election as and when required in accordance with the Articles of Association. Pursuant to the appointment contract, Mr. Jiang will not receive any emolument in his capacity as an executive Director of the Company.
As at the Latest Practicable Date, Mr. Jiang personally holds 1,019,674 Class A Shares, representing approximately 0.78% of the issued share capital of the Company. Save as disclosed above, Mr. Jiang was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Save as disclosed above, Mr. Jiang (i) has not held any other positions with any members of the Group; (ii) is not related to any Director, senior management or substantial or controlling Shareholder; and (iii) has not held any other directorships in any other listed public companies in the last three years
Save as disclosed above, there is no other information relating to Mr. Jiang’s appointment that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
(3) Mr. Leiwen Yao, Non-Executive Director
Mr. Leiwen Yao (姚喆文), aged 43, is a non-executive Director of our Company. Mr. Yao is primarily responsible for providing professional advice, opinion, and guidance to our Board.
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Yao is currently a managing director of the investment department in Tencent, a company listed on the Stock Exchange (stock code: 00700 (HKD Counter) and 80700 (RMB Counter)). Prior to joining Tencent, he served as an investment director at Mindray, a global medical instrumentation developer, manufacturer and marketer, from October 2010 to June 2011. Prior to that, Mr. Yao worked at Cathay Advisory (Beijing) Co., Ltd., a wholly owned subsidiary of Deutsche Bank, as an investment associate from February 2005 to August 2008. Mr. Yao currently serves as a non-executive director of several companies listed on the Stock Exchange, including Kingsoft Corporation Limited (stock code: 03888), TUHU Car Inc. (stock code: 09690) and Sipai Health Technology Co., Ltd. (stock code: 00314) since August 2022, October 2019 and October 2019, respectively.
Mr. Yao received a bachelor's degree in economic information management and a master's degree in finance from the University of International Business and Economics in July 2002 and June 2005, respectively. He also received another master's degree in business administration from Institut Européen d'Administration des Affaires (INSEAD) in France in 2010.
Mr. Yao has entered into a director's appointment contract with the Company for an initial term of three years from the Listing Date, subject to retirement by rotation and re-election as and when required in accordance with the Articles of Association. Pursuant to the appointment contract, Mr. Yao will not receive any emolument in his capacity as a non-executive Director of the Company.
As at the Latest Practicable Date, Mr. Yao does not have any other interests in the Shares, underlying Shares and debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Yao (i) has not held any other positions with any members of the Group; (ii) is not related to any Director, senior management or substantial or controlling Shareholder; and (iii) has not held any other directorships in any other listed public companies in the last three years.
Save as disclosed above, there is no other information relating to Mr. Yao's appointment that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
- II-3 -
NOTICE OF ANNUAL GENERAL MEETING
MININGLAMP TECHNOLOGY
Mininglamp Technology
明略科技
(A company controlled through weighted voting rights and registered by way of continuation in the Cayman Islands with limited liability)
(Stock Code: 2718)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Mininglamp Technology (the "Company") will be held at Meeting Room 1, 4/F, China Digital Building, No. 1 Wangjing North Road, Chaoyang District, Beijing, China on Friday, 12 June 2026 at 10:00 a.m. (the "Annual General Meeting") (or any adjournment thereof) for the following purposes:
ORDINARY RESOLUTIONS
- To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries (the "Group") and the reports of the directors of the Company (the "Director(s)") and of the auditors of the Group for the year ended 31 December 2025;
- To re-elect Mr. Minghui Wu as an executive Director of the Company;
- To re-elect Mr. Ping Jiang as an executive Director of the Company;
- To re-elect Mr. Leiwen Yao as a non-executive Director of the Company;
- To authorize the board of Directors (the "Board") to fix the remuneration of the Directors;
- To re-appoint Ernst & Young as the auditor of the Company and to authorize the Board to fix their remuneration;
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (b) below, the exercise by the Directors, during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
- AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution) and the said approval shall be limited accordingly;
(c) the approval in paragraph (a) of this resolution above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period (as defined below) to procure the Company to repurchase its shares at a price determined by the Directors; and
(d) for the purposes 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (c) below, 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 authorized and unissued class A shares of a par value of US$0.001 each in the share capital of the Company (the “Class A Shares”) or securities convertible into Class A Shares, or options, warrants or similar rights to subscribe for Class A Shares or such convertible securities of the Company (including any sale or transfer of treasury shares) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
NOTICE OF ANNUAL GENERAL MEETING
(c) the total number of Class A Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors (whether pursuant to an option or otherwise, and including any sale or transfer of treasury shares) pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the grant or exercise of options under a share option scheme or similar arrangement for the time being of the Company;
(iii) the vesting of the awards granted under the share award scheme of the Company; and
(iv) any scrip dividend scheme or similar arrangement 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,
shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly;
(d) for the purposes 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.
“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
NOTICE OF ANNUAL GENERAL MEETING
“THAT conditional upon the passing of the resolutions 7 and 8 set out in the notice convening this meeting (the “Notice”), the general mandate referred to in resolution 8 of the Notice be and is hereby extended by the addition to the aggregate number of Class A Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors (including any sale or transfer of treasury shares) pursuant to such general mandate of the number of Class A Shares repurchased by the Company pursuant to the mandate set out in resolution 7 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares, if any) as at the date of passing of this resolution.”
By Order of the Board
Mininglamp Technology
Mr. Minghui Wu
Chairman of the Board and Executive Director
Hong Kong, 24 April 2026
Notes:
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All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and the Company in accordance with the Listing Rules.
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Any shareholder who is the holder of two or more shares of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for the meeting (i.e. not later than 10:00 a.m. on Wednesday, 10 June 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Tuesday, 9 June 2026 to Friday, 12 June 2026, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 8 June 2026.
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Shareholders of the Company whose names appear on the register of members on Friday, 12 June, 2026 are entitled to attend and vote at the Annual General Meeting or any adjourned meetings.
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References to time and dates in this notice are to Hong Kong time and dates.
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The meeting is expected to take one hour. Shareholders attending the Annual General Meeting will bear their own transportation and accommodation expenses.
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AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
As at the date of this announcement, the board of directors of the Company comprises: (i) Mr. Minghui Wu, Mr. Ping Jiang, Ms. Jie Zhao and Ms. Qi Yu as executive Directors; (ii) Mr. Leiwen Yao as non-executive Director; and (iii) Mr. Yunan Ren, Mr. Hing Yuen Ho and Mr. Qingfei Zeng as independent non-executive Directors.
- AGM-5 -