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Newlink Technology Inc. — Proxy Solicitation & Information Statement 2026
Apr 24, 2026
51114_rns_2026-04-24_151de944-41bc-4309-bf65-a97ae35052f2.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.
NEWLINK
新纽科技
NEWLINK TECHNOLOGY INC.
新纽科技有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 9600)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Newlink Technology Inc. (the “Company”) for the year ended 31 December 2025 will be held at Conference Room, 5/F, Tower A, Xueqing Jiachuang Building, Xueqing Road, Haidian District, Beijing, the PRC on 10 June 2026 at 10:00 a.m. to transact the following business:
As ordinary business,
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To consider and approve the audited consolidated financial statements, together with the reports of the directors (the “Directors”) and auditors of the Company for the year ended 31 December 2025.
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(a) To re-elect Mr. Zhai Shuchun as an executive Director.
(b) To re-elect Mr. You Linfeng as an independent non-executive Director.
(c) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors. -
To re-appoint Forvis Mazars CPA Limited as the auditors of the Company and to authorise the Board to fix their remuneration.
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To consider and, if thought fit, to pass the following resolutions, with or without amendments, as ordinary resolutions:
- “THAT:
(a) subject to paragraph (c) below, the general mandate unconditionally given to the Directors to allot, issue and deal with additional shares (the “Shares”) and to sell and/or transfer treasury shares (if any) in the share capital of the Company, and to make or grant offers, agreements and options in respect thereof including warrants to subscribe Shares, which would or might require the exercise of such powers, be and it is hereby generally and unconditionally approved in substitution for and to the exclusion of any existing authority previously granted;
(b) the mandate shall not extend beyond the Relevant Period (as defined below), except that the Directors might during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued and treasury shares, if any, sold or transferred or agreed conditionally or unconditionally to be sold or transferred (whether pursuant to an option or otherwise) 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 the subscription rights attaching to any warrant in the Company or (iii) the exercise of any options or purchase of any Shares underlying any awards granted under any share scheme adopted by the Company, shall not exceed 20% of the total number of the Shares in issue (excluding treasury shares, if any) at the date of passing of this resolution and the approval pursuant to paragraph (a) of this resolution shall be limited accordingly;
(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 earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the revocation or variation of the mandate given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; or
(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, the Companies Law of the Cayman Islands or any other applicable law to be held; and
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"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 of members on a fixed record date in proportion to their then holdings of Shares (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, or the requirements of, any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).
- "THAT:
(a) the general mandate be and is hereby unconditionally given to the Directors, in substitution for and to the exclusion of any existing authority previously granted, to exercise all powers of the Company, to repurchase Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognised by The Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of The Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Act of the Cayman Islands and all other applicable laws in this regard, provided that:
(i) the mandate shall not extend beyond the Relevant Period (as defined below);
(ii) the total number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10% of the total number of the Shares in issue (excluding treasury shares, if any) at the date of passing of this resolution and the approval pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(b) for the purposes of this resolution,
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the revocation or variation of the mandate given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; or
(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, the Companies Act of the Cayman Islands or any other applicable law to be held."
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- “THAT
Conditional upon the passing of the resolutions No. 4 and No. 5 above, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares and treasury shares, if any, sold or transferred or agreed conditionally or unconditionally to be sold or transferred pursuant to the resolution No. 4 above be and is hereby extended by the addition thereto of the number representing the total number of the Shares repurchased by the Company under the authority granted pursuant to the resolution No. 5 provided that such number shall not exceed 10% of the total number of the Shares in issue (excluding treasury shares, if any) at the date of the passing of this resolution.”
- To consider and, if thought fit, pass the following resolution as a special resolution:
“THAT:
(a) the proposed amendments to the existing third amended and restated memorandum and articles of association of the Company, the details of which are set out in Appendix III to the circular of the Company dated 24 April 2026, be and are hereby approved;
(b) the fourth amended and restated memorandum and articles of association of the Company (the “New M&A”), which contains all the proposed amendments to the existing third amended and restated memorandum and articles of association of the Company and a copy of which has been produced to this meeting and marked “A” and initialled by the chairman of the meeting, be and is hereby approved and adopted in substitution for and to the exclusion of the existing third amended and restated memorandum and articles of association of the Company with immediate effect; and
(c) any Director, company secretary or the registered office provider of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the proposed amendments to the existing third amended and restated memorandum and articles of association and the adoption of the New M&A, including without limitation, attending to the necessary filings with the Registrar of Companies in Hong Kong and the Cayman Islands.”
By Order of the Board
Newlink Technology Inc.
ZHAI Shuchun
Chairman of the Board and Chief Executive Officer
Beijing, the PRC, 24 April 2026
Registered Office
PO Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Headquarters and principal
place of business in the PRC
5/F, Tower A
Xueqing Jiachuang Building
Xueqing Road, Haidian District
Beijing, the PRC
Principal place of business in
Hong Kong
Room 06, 20th Floor, Harbour Centre
25 Harbour Road
Wanchai
Hong Kong
Notes:
(1) Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder of the Company who is the holder of two or more Shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.
(2) All resolutions at the annual general meeting will be taken by way of poll pursuant to the Listing Rules and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
(3) In order to be valid, a form of proxy and the power of attorney (if any) or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof.
(4) For determining the entitlement to attend and vote at the annual general meeting, the register of members of the Company will be closed from Friday, 5 June 2026 to Wednesday, 10 June 2026, both days inclusive, during which period no transfer of Shares in the Company will be effected. In order to qualify for the right to attend and vote at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Thursday, 4 June 2026. Shareholders whose names appeared on the register of members on Wednesday, 10 June 2026 are eligible to attend and vote at the AGM.
(5) Delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the AGM convened and in such event, the form of proxy shall be deemed to be revoked.
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(6) In the case of joint registered holders of any Share, any one of such joint registered holders may vote at the AGM, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint registered holders be present at the AGM, the vote of the senior who tenders a vote either personally or by proxy shall be accepted to the exclusion of the votes of the other joint registered holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
(7) References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this notice, the Board of Directors of the Company comprises Mr. Zhai Shuchun, Ms. Qin Yi and Mr. Li Xiaodong as the executive Directors; and Mr. Tang Baoqi, Ms. Yang Juan and Mr. You Linfeng as the independent non-executive Directors.
- For identification purpose only
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