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Ningbo Joyson Electronic Corp. Proxy Solicitation & Information Statement 2026
49404_rns_2026-03-23_b44c86d7-4f41-4af0-a3c2-8e97ad0f8911.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.
If you have sold or transferred all your shares in Ningbo Joyson Electronic Corp., you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or 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
均胜电子
JOYSON ELECTRONICS
NINGBO JOYSON ELECTRONIC CORP.
寧波均勝電子股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 0699)
PROPOSED GRANT OF GENERAL MANDATES TO
REPURCHASE H SHARES
AND
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
A notice convening the 2026 First EGM of Ningbo Joyson Electronic Corp. to be held at 9:30 a.m. on Wednesday, April 15, 2026 at No. 99 Qingyi Road, High tech District, Ningbo, Zhejiang Province is set out on pages 11 to 13 of this circular.
A form of proxy for use at the 2026 First EGM is available on the HKEXnews website of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company (www.joyson.com). If you intend to appoint a proxy to attend the 2026 First EGM, you are required to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible, and in any event not less than 24 hours before the time appointed for holding of the 2026 First EGM or any adjournment thereof (i.e., before 9:30 a.m. on Tuesday, April 14, 2026). Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2026 First EGM or at any adjourned meeting thereof if you so wish, in which case the form of proxy shall be deemed to have been revoked.
March 23, 2026
CONTENTS
Page
Definitions 1
Letter from the Board 3
Appendix I Explanatory Statement for the Mandates to Repurchase H Shares 8
Notice of the 2026 First Extraordinary General Meeting 11
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“2026 First EGM”
the 2026 first extraordinary general meeting of the Company to be held on Wednesday, April 15, 2026 at 9:30 a.m. on No. 99 Qingyi Road, High tech District, Ningbo, Zhejiang Province, PRC
“Articles of Association”
the articles of association of Ningbo Joyson Electronic Corp.
“A Share(s)”
the ordinary shares issued by the Company, with a nominal value of RMB1.00 each, subscribed for or credited as fully paid in RMB, which are listed on the Shanghai Stock Exchange and traded in RMB
“Board” or “Board of Directors”
the board of directors of the Company
“Company Law”
the Company Law of the People’s Republic of China
“Company”, “the Company” or “Joyson Electronic”
Ningbo Joyson Electronic Corp., a joint stock limited company incorporated in the PRC on August 7, 1992, the A shares of which are listed on the Shanghai Stock Exchange (stock code: 600699) and the H shares of which are listed on the Hong Kong Stock Exchange (stock code: 00699), formerly known as Liaoyuan Deheng Co., Ltd. and Liaoyuan Joyson Electronic Co., Ltd.
“Hong Kong”
Hong Kong Special Administrative Region of the People’s Republic of China
“Hong Kong Stock Exchange”
The Stock Exchange of Hong Kong Limited
“H Share(s)”
ordinary shares issued by the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars
“H Share Repurchase Mandate”
the general mandate to exercise the power of the Company to repurchase H Shares not exceeding 10% of the total number of H Shares in issue (excluding treasury shares, if any) as at the date of the passing of the resolution of H Share repurchase mandate proposed at the 2026 first extraordinary general meeting for approval, the details of which are set out in the notice of the 2026 First EGM
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| DEFINITIONS | |
|---|---|
| “H Shareholders” | holders of H Shares |
| “Latest Practicable Date” | March 20, 2026, being the latest practicable date prior to the issuance of this circular for ascertaining certain information contained herein |
| “Listing Rules” | Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “RMB” | RMB, the lawful currency of China |
| “Securities and Futures Ordinance” or “SFO” | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time |
| “Share(s)” | A Share(s) and/or H Share(s) |
| “Shareholder(s)” | the shareholders of the Company, including H Shareholders and A Shareholders |
| “Takeovers Code” | The Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong |
LETTER FROM THE BOARD
均胜电子
JOYSON ELECTRONICS
NINGBO JOYSON ELECTRONIC CORP.
寧波均勝電子股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 0699)
Executive Directors:
Mr. WANG Jianfeng
Mr. CHEN Wei
Ms. LI Junyu
Mr. CAI Zhengxin
Non-executive Directors:
Mr. ZHU Xuesong
Mr. ZHOU Xingyou
Independent Non-executive Directors:
Prof. WEI Xuezhe
Prof. LU Guihua
Prof. YU Fang
Ms. XI Xuanhua
Registered office, headquarters and principal place of business in China:
No. 99 Qingyi Road
High tech District
Ningbo, Zhejiang
Province
PRC
Principal place of business in Hong Kong:
31/F, Tower 2
Times Square, 1 Matheson
Street
Causeway Bay
Hong Kong
March 23, 2026
To Shareholders:
Dear Sir or Madam,
PROPOSED GRANT OF GENERAL MANDATES TO
REPURCHASE H SHARES
AND
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
I. INTRODUCTION
Ningbo Joyson Electronic Corp. will hold its 2026 First EGM at 9:30 a.m. on Wednesday, April 15, 2026 at No. 99 Qingyi Road, High tech District, Ningbo, Zhejiang Province.
The purpose of this circular is to provide you with the notice of the 2026 First EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to be proposed at the 2026 First EGM or to abstain.
LETTER FROM THE BOARD
II. TRANSACTIONS TO BE ADDRESSED AT THE 2026 FIRST EGM
At the 2026 First EGM, a special resolution will be proposed to approve the resolution on the proposed grant of H Share Repurchase Mandate.
Proposed Grant of H Share Repurchase Mandate
The Company Law provides that a joint stock limited company incorporated in the PRC may not repurchase its shares unless such repurchase is effected for the purpose of (a) reducing its registered capital; (b) merging with other companies that hold shares in the company; (c) allocating shares for the purpose of the employee stock ownership plan or share option incentive; (d) shareholders objecting to resolutions of the general meeting of shareholders concerning merger or division of the company, requiring the company to acquire their shares; (e) allocating shares for the conversion of corporate bonds which are convertible into shares issued by the company; or (f) as necessary for maintaining the value of the company and safeguarding the rights and interests of shareholders.
The Board, based on their confidence in the future development of the Company and recognition of the Company's value, in order to boost market confidence and stabilize the price of the Shares of the Company, and safeguard the interests of Shareholders, considered and approved the resolution in relation to the proposed grant of H Share Repurchase Mandate. The resolution in relation to the proposed grant of H Share Repurchase Mandate will be proposed by way of a special resolution at the 2026 First EGM for the consideration and approval by Shareholders and the details of which are contained below and in the notice of the 2026 First EGM.
It is proposed to authorize the Board to repurchase, during the Relevant Period, an aggregate number of H Shares not exceeding 10% of the total number of H Shares in issue (excluding treasury shares) as at the date on which the resolution in relation to the grant of the H Share Repurchase Mandate is considered and approved at the 2026 First EGM, subject to market conditions and the needs of the Company, in order to cancel and reduce the registered capital or to be held as treasury shares.
For the purpose of the H Share Repurchase Mandate, "Relevant Period" means the period from the passing of the special resolution until whichever is the earliest of:
(i) the conclusion of the 2025 annual general meeting of the Company; and
(ii) the date on which the authority set out in the special resolution is revoked or varied by a special resolution of the shareholders in a general meeting.
LETTER FROM THE BOARD
It is proposed that the Board also be generally authorized to handle relevant matters in relation to the repurchase of H Shares, including but not limited to:
(i) preparing and implementing a detailed repurchase plan, including but not limited to determining the timing of repurchase and period of repurchase, repurchase price and the number of H Shares to be repurchased, pursuant to the requirements under the relevant laws and regulations including the Company Law, the Listing Rules and the Articles of Association;
(ii) notifying creditors and issuing relevant announcements in accordance with the laws and regulations such as the Company Law, and the requirements under the Articles of Association;
(iii) opening overseas share account(s) and capital account(s) and carrying out the relevant foreign exchange change registration procedures (if required);
(iv) performing the relevant approval or filing procedures as required by applicable laws and regulations and regulatory provisions, if involved;
(v) keeping the repurchased H Shares as treasury shares and dealing with the same subject to the provisions of the Articles of Association and the Listing Rules, or carrying out cancellation procedures for the repurchased H Shares, reducing the registered capital of the Company in order to reflect the amount of H Shares repurchased in accordance with the H Share Repurchase Mandate and making relevant amendments to the Articles of Association in respect of the total share capital, capital structure, etc. as it deems appropriate and carrying out change registration and filing procedures;
(vi) executing and handling all other documents and matters relating to the H Share Repurchase Mandate; and
(vii) authorizing the Board to delegate the power to the chairman of the Board or its authorized person within the scope of the above authorization to carry out the abovementioned matters.
The Directors believe that the H Share Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. Subject to prevailing market conditions and funding arrangements, exercising the H Share Repurchase Mandate may enhance the Company's net asset value per Share and will only be undertaken when the Directors believe that the repurchase is in the interests of the Company and the Shareholders as a whole. Subject to the consideration and approval by the Shareholders at the 2026 First EGM, the Company will determine whether it will proceed with the repurchase and make specific repurchase plans as and when appropriate.
An explanatory statement which contains the information of the H Share Repurchase Mandate is set out in Appendix I to this circular.
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LETTER FROM THE BOARD
2026 First EGM
Ningbo Joyson Electronic Corp. will hold its 2026 First EGM at 9:30 a.m. on Wednesday, April 15, 2026 at No. 99 Qingyi Road, High tech District, Ningbo, Zhejiang Province.
The register of members of H Shares of the Company will be closed from Friday, April 10, 2026 to Wednesday, April 15, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. All shareholders whose names appear on the register of members of H Shares of the Company on Wednesday, April 15, 2026, are entitled to attend the 2026 First EGM and vote on all resolutions to be proposed thereat. H Shareholders who wish to attend the 2026 First EGM must lodge all share transfer documents accompanied by the relevant share certificates with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, on or before 4:30 p.m. on Thursday, April 9, 2026.
A form of proxy for use at the 2026 First EGM is published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.joyson.com). To be valid, the form of proxy and the notarized power of attorney or other authorization documents must be delivered to the Company's H Share registrar no later than 24 hours before the time appointed for the 2026 First EGM or any adjourned meeting thereof (i.e. before 9:30 a.m. on Tuesday, April 14, 2026). Completion and return of the form of proxy by an H Shareholder will not preclude such H Shareholder from attending and voting in person at the 2026 First EGM or any adjournment thereof should they so wish, and in such event, the form of proxy shall be deemed to have been revoked.
III. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all the resolutions to be proposed at the 2026 First EGM will be voted on by poll.
As of the Latest Practicable Date, to the best of the knowledge of the Directors, no Shareholders had a material interest in any of the above resolutions and no Shareholders will be required to abstain from voting on the above resolution at the 2026 First EGM.
IV. 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 are no other matters the omission of which would make this circular or any statement herein misleading.
LETTER FROM THE BOARD
V. RECOMMENDATION
The Board considers that all the resolutions to be proposed at the 2026 First EGM are in the interests of the Company and its Shareholders as a whole, and recommends the Shareholders to vote in favor of all resolutions to be proposed at the 2026 First EGM.
Yours faithfully,
By Order of the Board
Ningbo Joyson Electronic Corp.
Mr. Wang Jianfeng
Chairman of the Board and
Executive Director
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APPENDIX I
EXPLANATORY STATEMENT FOR THE MANDATES TO REPURCHASE H SHARES
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with the information reasonably necessary for them to make an informed decision on whether to vote for or against the special resolution to be proposed at the 2026 First EGM in relation to the grant of the H Share Repurchase Mandate.
- REGISTERED CAPITAL
As at the Latest Practicable Date, the registered capital of the Company was RMB1,550,770,563, comprising 1,395,670,563 A Shares and 155,100,000 H Shares of RMB1.00 each.
Subject to the passing of the special resolution at the 2026 First EGM regarding the grant of the H Share Repurchase Mandate, and assuming that the issued share capital of the Company remains unchanged as at the date of the 2026 First EGM, i.e. being 1,395,670,563 A Shares and 155,100,000 H Shares, the Board will be authorized under the H Share Repurchase Mandate to repurchase, during the period in which the H Share Repurchase Mandate remains in force, a total of 15,510,000 H Shares, representing 10% of the total number of H Shares in issue (excluding any treasury shares) as at the date of the 2026 First EGM.
- REASONS FOR SHARE REPURCHASE
The Board believes that the grant of the H Share Repurchase Mandate is in the best interests of the Company and the Shareholders. Subject to prevailing market conditions and funding arrangements, such repurchase may result in an increase in the Company's net asset value per Share and/or earnings per Share, and will only be undertaken when the Board considers that the repurchase will benefit the Company and the Shareholders.
- FUNDING OF SHARE REPURCHASE
The Company may only apply funds (including its own funds or self-raised funds) legally available for share repurchase in accordance with its Articles of Association, the Listing Rules, the laws of the PRC and/or any other applicable laws, as the case may be.
- EFFECT ON WORKING CAPITAL
The Directors consider that, there would not have any material adverse impact on the working capital or gearing position of the Company (as compared to the financial position disclosed in the Company's latest published audited accounts for the year ended December 31, 2024) in the event that the H Share Repurchase Mandate is to be exercised in full at any time during the relevant repurchase period. However, the Directors do not propose to exercise the H Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company. The number of H Shares to be repurchased and the price and other terms upon which the same are repurchased will be determined by the Board in due course having regarded to the prevailing market conditions, in the best interests of the Company.
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APPENDIX I
EXPLANATORY STATEMENT FOR THE MANDATES TO REPURCHASE H SHARES
5. STATUS OF REPURCHASED H SHARES
The Company will cancel any repurchased Shares and/or hold such repurchased Shares as treasury shares based on the circumstances at the time of repurchasing the Shares, including market conditions and its capital management needs. If the Company holds any H Shares as treasury shares, the sale or transfer of the H Shares held in treasury will be conducted in accordance with the Listing Rules and applicable PRC laws and regulations.
6. MARKET PRICES OF H SHARES
The highest and lowest prices of the H Shares traded on the Hong Kong Stock Exchange during each of the months since the day of commencement of trading of H Shares on the Main Board of the Hong Kong Stock Exchange, i.e. November 6, 2025, up to and including the Latest Practicable Date were as follows:
| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| November | 21.50 | 14.28 |
| December | 19.73 | 16.30 |
| 2026 | | |
| January | 19.87 | 16.81 |
| February | 17.97 | 16.37 |
| March (up to the Latest Practicable Date) | 16.88 | 15.11 |
7. GENERAL
To the best of their knowledge having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any H Shares to the Company in the event that the grant of the H Share Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, or that they have undertaken not to sell any H Shares held by them to the Company in the event that the grant of the H Share Repurchase Mandate is approved by the Shareholders.
The Board will exercise the power of the Company to make repurchases pursuant to the H Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws and regulations of the PRC. To the best of the knowledge of the Directors, there are no irregularities in this Explanatory Statement and the proposed H Share repurchase.
APPENDIX I
EXPLANATORY STATEMENT FOR THE MANDATES TO REPURCHASE H SHARES
For any treasury shares deposited with CCASS pending resale on the Hong Kong Stock Exchange, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company on the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw such 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 acquire any entitlements which would otherwise be suspended under the applicable laws if those shares were registered in its own name as treasury shares.
8. TAKEOVERS CODE
If, as a result of a repurchase of H Shares pursuant to the H Share 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 for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the extent of increase in the shareholding interest, could 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 of the knowledge and belief of the Directors, (i) Joyson Holding Co., Ltd. ("Joyson Group") had a direct interest in approximately 33.85% of the total share capital of the Company (excluding the treasury A shares held by the Company); (ii) Mr. Wang Jianfeng ("Mr. Wang"), a Director, directly controlled approximately 57.50% of the total share capital of Joyson Group. Mr. Wang was therefore deemed to be interested in the Shares held by Joyson Group; and (iii) Mr. Wang also had a direct interest in approximately 2.30% of the total share capital of the Company (excluding the treasury A shares held by the Company). Hence, the proportional interests in the voting rights of the Company controlled by Mr. Wang represented approximately 36.16% of the total share capital of the Company (excluding the treasury A shares held by the Company). In the event that the Directors exercise in full the proposed H Share Repurchase Mandate, the proportional interests in the voting rights of the Company controlled by Mr. Wang would increase to approximately 36.52% of the total share capital of the Company (excluding the treasury A shares held by the Company). The Board is not aware of any consequences which would arise under the Takeovers Code and/or any similar applicable law, as a result of any repurchases to be made under the H Share Repurchase Mandate.
The Directors do not intend to exercise the H Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Hong Kong Stock Exchange.
9. H SHARE REPURCHASE MADE BY THE COMPANY
The Company had not purchased any Shares on the Hong Kong Stock Exchange or otherwise during the six months preceding the Latest Practicable Date.
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NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
拍胜电子
JOYSON ELECTRONICS
NINGBO JOYSON ELECTRONIC CORP.
寧波均勝電子股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 0699)
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2026 first extraordinary general meeting (the "2026 First EGM") of Ningbo Joyson Electronic Corp. (the "Company") will be held at No. 99 Qingyi Road, High tech District, Ningbo, Zhejiang Province on Wednesday, April 15, 2026 at 9:30 a.m. for the purpose of considering and, if thought fit, passing the following resolution. Unless otherwise defined, terms used in this notice shall have the same meanings as those used in the circular of the Company dated March 23, 2026, which contains details of the following resolution.
SPECIAL RESOLUTION
- To consider and approve the grant of H Share Repurchase Mandate to repurchase H Shares.
"THAT:
(a) The Board be authorized to repurchase, during the Relevant Period, an aggregate number of H Shares not exceeding 10% of the total number of H Shares in issue (excluding treasury shares) as at the date on which the resolution in relation to the grant of the H Share Repurchase Mandate is considered and approved at the 2026 First EGM, subject to market conditions and the needs of the Company, in order to cancel and reduce the registered capital or to be held as treasury shares.
(b) 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 2025 annual general meeting of the Company; and
(ii) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the shareholders in a general meeting.
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NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
(c) the Board also be generally authorized to handle relevant matters in relation to the repurchase of H Shares, including but not limited to:
(i) preparing and implementing a detailed repurchase plan, including but not limited to determining the timing of repurchase and period of repurchase, repurchase price and the number of H Shares to be repurchased, pursuant to the requirements under the relevant laws and regulations including the Company Law, the Listing Rules and the Articles of Association;
(ii) notifying creditors and issuing relevant announcements in accordance with the laws and regulations such as the Company Law, and the requirements under the Articles of Association;
(iii) opening overseas share account(s) and capital account(s) and carrying out the corresponding foreign exchange change registration procedures (if required);
(iv) performing the relevant approval or filing procedures as required by applicable laws and regulations and regulatory provisions, if involved;
(v) keeping the repurchased H Shares as treasury shares and dealing with the same subject to the provisions of the Articles of Association and the Listing Rules, or carrying out cancellation procedures for the repurchased H Shares, reducing the registered capital of the Company in order to reflect the amount of H Shares repurchased in accordance with the H Share Repurchase Mandate and making relevant amendments to the Articles of Association in respect of the total share capital, capital structure, etc. as it deems appropriate and carrying out change registration and filing procedures;
(vi) executing and handling all other documents and matters relating to the H Share Repurchase Mandate; and
(vii) authorizing the Board to delegate the power to the chairman of the Board or its authorized person within the scope of the above authorization to carry out the abovementioned matters.
By Order of the Board
Ningbo Joyson Electronic Corp.
Mr. Wang Jianfeng
Chairman of the Board and
Executive Director
Ningbo, the PRC, March 23, 2026
As at the date of this notice, the Board of the Company comprises: (i) Mr. WANG Jianfeng, Mr. CHEN Wei, Ms. LI Junyu and Mr. CAI Zhengxin as executive directors; (ii) Mr. ZHU Xuesong and Mr. ZHOU Xingyou as non-executive directors; and (iii) Prof. WEI Xuezhe, Prof. LU Guihua, Prof. YU Fang and Ms. XI Xuanhua as independent non-executive directors.
NOTICE OF THE 2026 FIRST EXTRAORDINARY GENERAL MEETING
Notes:
-
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll.
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For the purpose of determining the Shareholders who are entitled to attend the 2026 First EGM, the register of members of H Shares of the Company will be closed from Friday, April 10, 2026 to Wednesday, April 15, 2026 (both days inclusive), during which period no transfer of H Shares will be registered. All shareholders whose names appear on the Company's register of members of H Shares on Wednesday, April 15, 2026, are entitled to attend the 2026 First EGM and vote on all resolutions to be proposed thereat. H Shareholders who wish to attend the 2026 First EGM must lodge all share transfer documents accompanied by the relevant share certificates with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, on or before 4:30 p.m. on Thursday, April 9, 2026.
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Any shareholder entitled to attend and vote at the 2026 First EGM may appoint one or more proxies to attend and vote in his/her/its stead. The proxy needs not be a Shareholder. If more than one proxy is appointed, the appointment must specify the number and class of Shares in respect of which each proxy is so appointed.
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The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her/its attorney duly authorized in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorized attorney(s). If that form is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.
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To be valid, the proxy appointment forms and the notarized power of attorney or other authorization documents must be delivered to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 24 hours before the time appointed for the 2026 First EGM or any adjourned meeting thereof (i.e. before 9:30 a.m. on Tuesday, April 14, 2026). Completion and return of the form of proxy by an H Shareholder will not preclude such H Shareholder from attending and voting in person at the 2026 First EGM or any adjournment thereof should they so wish, and in such event, the form of proxy shall be deemed to have been revoked.
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Participation in and voting at the 2026 First EGM will be effected through a combination of physical voting and online voting (for A Shareholders only).
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Shareholders or their proxies must present proof of their identities upon attending the 2026 First EGM.
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The 2026 First EGM is expected to take less than half a day. Shareholders or their proxies attending the meeting shall be responsible for their own travel and accommodation expenses.
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