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Ocean Star Technology Group Limited — Proxy Solicitation & Information Statement 2025
Sep 22, 2025
51376_rns_2025-09-22_11abcae8-d0d9-47a9-aff7-58e064d4cd5d.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.
Ocean Star Technology Group Limited
海納星空科技集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8297)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an annual general meeting (the “AGM”) of Ocean Star Technology Group Limited (the “Company”) will be held at 10:30 a.m. on Wednesday, 15 October, 2025 at Room A, 8/F., Takad Centre, 135 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong for the following purposes:
ORDINARY RESOLUTIONS
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(A) To re-elect Ms. Chen Lizhu as a director of the Company (the “Director”);
(B) To re-elect Mr. Xu Xue as a Director;
(C) To re-elect Ms. Yang Xueling as a Director;
(D) To re-elect Mr. Yang Mingyuan as a Director;
(E) To re-elect Ms. Zhou Ying as a Director;
(F) To re-elect Mr. Shi Zhu as a Director;
(G) To re-elect Mr. Hong Sze Lung as a Director;
(H) To re-elect Mr. Han Zhenghai as a Director; and
(I) To authorise the board of directors of the Company to fix the remuneration of the Directors; -
To re-appoint McMillan Woods (Hong Kong) CPA Limited as auditor of the Company and to authorise the board of directors of the Company to fix its remuneration;
To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
3. “THAT:
(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares (including any sale or transfer of treasury shares) in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of warrants to subscribe for shares of the Company or the exercise of options granted under any ordinary share option scheme adopted by the Company; or (iii) an issue of shares of the Company in lieu of whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company (the “Articles of Association”), shall not exceed 20% of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of the passing of this resolution and this approval shall be limited accordingly; and
(d) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; and
(3) the date on which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and
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"Rights Issue" means an offer of shares open for a period fixed by the Company or the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such 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 recognized regulatory body or any stock exchange in any territory outside Hong Kong);
- "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its shares on GEM (the "GEM") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, subject to and in connection with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on GEM or of any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;
(b) the aggregate number shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purpose of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands, to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution";
- "THAT conditional upon resolutions nos. 3 and 4 set out in the notice convening this meeting being duly passed, the general mandate granted to the Directors to exercise the powers of the Company to allot and issue shares pursuant to resolution no. 4 set out in the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the total number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution no. 4 set out in the notice
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convening this meeting, provided that such an amount shall not exceed 10% of the total number of shares of the Company in issue (excluding treasury shares, if any) as at the date of the passing of this resolution.”
By order of the Board
Ocean Star Technology Group Limited
Sun Tian
Chairman and Executive Director
Hong Kong, 22 September 2025
Registered office:
Windward 3
Regatta Office Park
P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands
Head office and principal place of
business in Hong Kong:
Room A, 8/F., Takad Centre
135 Wai Yip Street
Kwun Tong, Kowloon
Hong Kong
Notes:
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Any shareholder of the Company entitled to attend and vote at the AGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not to be a shareholder of the Company.
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For the purposes of determining the Shareholders' eligibility to attend and vote at the forthcoming Meeting to be held 15 October 2025 (Wednesday), the transfer books and register of members of the Company will be closed from 10 October 2025 (Friday) to 15 October 2025 (Wednesday), both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the office of the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for registration no later than 4:30 p.m. on 9 October 2025 (Thursday).
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In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong no later than 48 hours before the time appointed for the AGM (or any adjournment thereof).
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Completion and delivery of a form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and in such event, the instrument appoint a proxy shall be deemed to be revoked.
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Where there are joint holders of any shares of the Company, any one of such joint holder may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled hereto; but if more than one of such joint holders be present at the AGM whether in person or by proxy, that one of the joint holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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A form of proxy for use at the AGM is attached herewith.
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Any voting at the AGM shall be taken by poll.
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- The form of proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
As at the date of this notice, the executive Directors are Mr. Sun Tian, Ms. Chen Lizhu, Mr. Xu Xue, Mr. Yang Mingyuan, Ms. Zhou Ying and Ms. Yang Xueling; the non-executive Director is Mr. Shi Zhu; and the independent non-executive Directors are Mr. Lai Kim Fung, Mr. Tong Zhu, Mr. Han Zhenghai and Mr. Hong Sze Lung.
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.
This notice will remain on the "Latest Company Information" page of the Stock Exchange's website at www.hkexnews.hk for at least 7 days from the date of its publication and will also be published on the Company's website at www.bodibra.com.
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