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Ocean Star Technology Group Limited — Proxy Solicitation & Information Statement 2025
Sep 22, 2025
51376_rns_2025-09-22_ee9d3e67-51a4-4756-bb7c-9dc00208a892.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
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, a licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Ocean Star Technology Group Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.
Ocean Star Technology Group Limited
海纳星空科技集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8297)
(1) PROPOSALS FOR
GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE SHARES,
(2) RE-ELECTION OF DIRECTORS AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM to 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 is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use by the shareholders of the Company at the AGM is published on the website of the Company (www.bodibra.com) and the Stock Exchange's website (www.hkexnews.hk).
Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event no later than 48 hours before the time appointed for the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending or voting in person at the AGM or any adjourned meeting thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.
This circular will remain on the Stock Exchange website at www.hkexnews.hk on the "Latest Listed Company Information" page for at least 7 days from the date of its posting and on the website of the Company at www.bodibra.com.
22 September 2025
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I – EXPLANATORY STATEMENT ... I-1
APPENDIX II – BIOGRAPHICAL DETAILS OF DIRECTORS
TO BE RE-ELECTED AT THE AGM ... II-1
NOTICE OF AGM ... AGM-1
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DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:
“AGM” an annual general meeting of the Company to be held at Room A, 8/F., Takad Centre, 135 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Wednesday, 15 October 2025 at 10:30 a.m.
“Articles of Association” the articles of association of the Company currently in force (as amended from time to time)
“Board” the board of Directors
“close associate(s)” has the meaning ascribed to it under the GEM Listing Rules
“Company” Ocean Star Technology Group Limited (海纳星空科技集團有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM
“controlling shareholder” has the meaning ascribed to it under the GEM Listing Rules
“core connected person(s)” has the meaning ascribed to it under the GEM Listing Rules
“Director(s)” the director(s) of the Company
“GEM” GEM of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China
“Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to allot, issue and deal with Shares (including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the total number of Shares (excluding treasury shares) in issue as at the date of passing of the relevant resolution granting such mandate
- 1 -
DEFINITIONS
"Latest Practicable Date"
19 September 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Previous Announcements"
the announcements issued by the Company during the period from 27 June 2025 up to the Latest Practicable Date regarding, among others, the conditions to the Resumption and the status of the Resumption
"Repurchase Mandate"
the general mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the total number of Shares (excluding treasury shares) in issue as at the date of passing of the relevant resolution granting such mandate
"Resumption"
resumption of trading in the Shares on the Stock Exchange
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of nominal value of HK$0.01 each in the share capital of the Company
"Shareholder(s)"
the holder(s) of the issued Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Substantial shareholder"
has the meaning ascribed to it under the GEM Listing Rules
"Takeovers Code"
the Code on Takeovers and Mergers as amended from time to time
"treasury share(s)"
has the meaning ascribed to it under the GEM Listing Rules
"%"
per cent.
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LETTER FROM THE BOARD
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)
Executive Directors:
Mr. Sun Tian (Chairman)
Ms. Chen Lizhu
Mr. Xu Xue
Ms. Yang Xueling
Mr. Yang Mingyuan
Ms. Zhou Ying
Non-executive Director:
Mr. Shi Zhu
Independent Non-executive Directors:
Mr. Hong Sze Lung
Mr. Lai Kim Fung
Mr. Tong Zhu
Mr. Han Zhenghai
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
22 September 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSALS FOR
GENERAL MANDATES TO ISSUE NEW SHARES
AND REPURCHASE SHARES,
(2) RE-ELECTION OF DIRECTORS AND
(3) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you notice of the AGM and provide you with information in respect of the ordinary resolutions to be proposed at the AGM, relating to, among other matters, (i) the granting of general mandates to the Directors for the issue and repurchase of Shares; and (ii) the re-election of Directors.
LETTER FROM THE BOARD
FINANCIAL RESULTS AND REPORTS
Reference is made to the Previous Announcements regarding, among others, the status of the Resumption, including the progress of the audit performed by the Auditors on the financial statements of the Group.
As disclosed in the Previous Announcements, the Company is still in the process of collecting and collating the necessary information and documents for the auditor of the Company (the "Auditor") to complete the auditing process. The reason for this additional time requirement is primarily attributable to the time needed by the Auditor to obtain necessary written confirmations from third parties, such as banks. Accordingly, the outstanding audited financial statements and the reports of the Directors and the Auditors for the financial year ended 31 March 2025 would not be available to the Shareholders for their consider consideration and adoption at the Annual General Meeting.
The Board would like to assure Shareholders that the Board would continue to manage the Company's affairs diligently, and make all efforts and devote all available resources to expedite the fulfillment of the conditions prescribed by the Stock Exchange (as disclosed in the Company's announcement dated 27 June 2025 for the Resumption).
Further announcement(s) will be made by the Company on the progress of the Resumption as and when appropriate.
GENERAL MANDATE TO ISSUE NEW SHARES
At the annual general meeting of the Company held on 30 August 2024, ordinary resolutions were passed by the Shareholders to grant general mandates to the Directors to issue Shares and extend the general mandate to allot, issue and deal with Shares by the number of Shares repurchased by the Company. Such mandates will lapse at the conclusion of the AGM.
At the AGM, an ordinary resolution will be proposed that the Directors be granted a general and unconditional mandate to allot, issue and deal with Shares (including any sale or transfer of treasury shares out of treasury) up to a maximum of 20% of the total number of Shares (excluding treasury shares, if any) in issue at the date of passing the resolution.
As at the Latest Practicable Date, the total number of Shares in issued is 1,293,647,000. Subject to the passing of the relevant resolution, assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Issue Mandate, the maximum number of Shares which may be issued under the Issue Mandate will be 258,729,400 Shares.
In addition, a separate resolution will be proposed at the AGM to authorise the Directors to allot, issue and deal with Shares up to an amount equal to the total number of the Shares repurchased under the Repurchase Mandate (if so granted to the Directors at the AGM).
LETTER FROM THE BOARD
GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company held on 30 August 2024, ordinary resolutions were passed by the Shareholders to grant general mandates to repurchase Shares. Such mandate will lapse at the conclusion of the AGM.
An ordinary resolution will be proposed at the AGM that the Directors be granted the Repurchase Mandate to exercise power of the Company to repurchase Shares (excluding treasury shares, if any) up to a maximum of 10% of the total number of Shares in issue as at the date of passing the relevant resolution.
As at the Latest Practicable Date, the total number of Shares in issued is 1,293,647,000 Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Repurchase Mandate, the maximum number of shares which may be repurchased pursuant to the Repurchase Mandate will be 129,364,700 Shares.
EXPLANATORY STATEMENT
An explanatory statement containing information relating to the Repurchase Mandate, as required by Rule 13.08 of the GEM Listing Rules, is set out in Appendix I to this circular. The information in the explanatory statement is to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution relating to the Repurchase Mandate.
RE-ELECTION OF DIRECTORS
In accordance with Article 108(a) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. As such, Ms. Chen Lizhu and Mr. Xu Xue, shall retire from office at the AGM and, being eligible, offer themselves for re-election.
In accordance with Article 112 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy of the Board or as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election at such annual general meeting. As such, Ms. Yang Xueling, Mr. Yang Mingyuan, Ms. Zhou Ying, Mr. Shi Zhu, Mr. Hong Sze Lung and Mr. Han Zhenghai shall retire from office and being eligible, offer themselves for re-election at the AGM.
The biographical details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.
LETTER FROM THE BOARD
The Board has considered the perspectives, skills, experiences and diversity of each of the Directors who are retiring and offering themselves for re-election, and believed their professional knowledge and general business acumen will, or will continue to, generate significant contribution to the Board, the Company and the Shareholders as a whole.
For the proposal for re-election of each of Mr. Hong Sze Lung and Mr. Han Zhenghai as an independent non-executive Director, the Board and the nomination committee of the Board (the "Nomination Committee") have reviewed and assessed the annual confirmation of independence of each of them based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules and formed the view that both of them remains independent. The Board and the Nomination Committee are of the view that each of Mr. Hong Sze Lung and Mr. Han Zhenghai has demonstrated their ability to provide professional and independent views on the affairs of the Company.
The Nomination Committee has also considered the skills, knowledge and professional experience of the independent non-executive Directors as described in their biographies set out in Appendix II to this circular, with reference to the board diversity policy of the Company and is of the view that Mr. Hong Sze Lung and Mr. Han Zhenghai possess experience in accounting and management and consultancy aspects respectively which have enabled them to contribute to the diversity of the Board.
In light of the above, the Board recommended the re-election of all the Directors who are retiring and offering themselves for re-election at the AGM, and recommended the approval to authorize the Board to fix the respective remuneration of such retiring Directors.
AGM AND PROXY ARRANGEMENT
A notice convening the AGM is set out on pages AGM-1 to AGM-5 of this circular.
The ordinary resolutions for (i) the Issue Mandate, (ii) the Repurchase Mandate and (iii) the re-election of Directors will be proposed at the AGM for your consideration and approval. All resolutions proposed at the AGM will be voted on by poll. A form of proxy for the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible but in any event no later than 48 hours before the time appointed for the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending or voting in person at the AGM or any adjourned meeting thereof should you so wish.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the re-election of Directors are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the relevant resolutions to be proposed at the AGM.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.
RESPONSIBILITY STATEMENT
This circular, 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 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 any statement herein or this circular misleading.
GENERAL INFORMATION
Your attention is drawn to the additional information set out in Appendix I (Explanatory statement on the Repurchase Mandate) and Appendix II (Details of the retiring Directors proposed to be re-elected at the AGM) to this circular.
Yours faithfully,
On behalf of the Board
Ocean Star Technology Group Limited
Sun Tian
Chairman and Executive Director
APPENDIX I
EXPLANATORY STATEMENT
The following is the explanatory statement required to be sent to the Shareholders under the GEM Listing Rules in connection with the proposed Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the total number of Shares in issue is 1,293,647,000.
Subject to the passing of the ordinary resolution on granting the Repurchase Mandate at the AGM and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 129,364,700 Shares during the course of the period 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 by the Articles of Association or any applicable laws of the Cayman Islands to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders, whichever occurs first.
2. REASONS FOR REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.
3. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the GEM Listing Rules and the applicable laws of the Cayman Islands. The Company may not repurchase its own shares on the GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
4. EFFECT OF EXERCISING THE REPURCHASE MANDATE
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 most recent published audited financial statement) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which, in the opinion of the Directors, are from time to time appropriate to the Company.
APPENDIX I
EXPLANATORY STATEMENT
5. SHARE PRICES
The highest and lowest prices at which the Shares were traded on the GEM during each of the previous fourteen months up to the Latest Practicable Date were as follows:
| Highest (HK$) | Lowest (HK$) | |
|---|---|---|
| July 2024 | 0.120 | 0.086 |
| August 2024 | 0.105 | 0.068 |
| September 2024 | 0.093 | 0.073 |
| October 2024 | 0.091 | 0.072 |
| November 2024 | 0.092 | 0.030 |
| December 2024 | 0.044 | 0.024 |
| January 2025 | 0.120 | 0.032 |
| February 2025 | 0.066 | 0.043 |
| March 2025 | 0.097 | 0.042 |
| April 2025 | 0.055 | 0.029 |
| May 2025 | 0.053 | 0.033 |
| June 2025 | 0.060 | 0.020 |
| July 2025 up to the Latest Practicable Date | 0.039 | 0.039 |
Trading in the Shares on the Stock Exchange was suspended at the request of the Company from 9:00 a.m. on 2 July 2025 and would remain suspended pending the satisfaction of the conditions to Resumption as prescribed by the Stock Exchange and disclosed by the Company in its announcement dated 27 June 2025.
6. SHARES PURCHASE MADE BY THE COMPANY
No purchases of Shares have been made by the Company (whether on the GEM or otherwise) during the six months preceding the Latest Practicable Date.
7. THE TAKEOVERS CODE
If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, there is no Shareholder that is interested in more than 10% of the total voting rights of the Shares in issue.
APPENDIX I
EXPLANATORY STATEMENT
The Directors confirm that they currently have no intention to exercise the powers of the Company to make any repurchases of the Shares. In any event, the Directors do not intend to exercise the Repurchase Mandate to an extent which will trigger off the mandatory offer requirement pursuant to the rules of the Takeovers Code or which will result in the amount of Shares held by the public being reduced to less than 25%, the minimum prescribed percentage for the Shares to be held by the public after listing of the Shares on the GEM.
8. CORE CONNECTED PERSON
No core connected person has notified the Company that it has a present intention to sell Shares to the Company or its subsidiaries, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.
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APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
The biographical details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:
Ms. Chen Lizhu
Ms. Chen Lizhu (“Ms. Chen”), aged 45, was appointed as an executive Director and the Chief Executive Officer of the Company (the “CEO”) from 31 July 2023. Ms. Chen graduated with a master’s degree in education from Southwest Jiaotong University (“SWJT University”) in the People’s Republic of China (the “PRC”) in December 2011 and completed her EMBA program at Cheung Kong Graduate School of Business in the PRC in September 2021. Ms. Chen, having a notable family background with deep cultural and educational heritage on Tai Chi, has been dedicated to the education and research of traditional Chinese culture and martial arts, including Tai Chi and Taekwondo, for nearly 30 years. She joined SWJT University in 2003 and has been serving as an associate professor in the Sports Department of SWJT University since 2019. Ms. Chen is an outstanding Chinese martial artist with international influence and significant contributions to the industry.
Ms. Chen is a recipient of the Chinese Intangible Cultural Heritage Outstanding Contribution Award, the grandmaster of the Li Yaxuan Tai Chi school, and a standing committee member of the Joint Martial Arts-Medicine Professional Committee of Sichuan Association of Chinese Medicine, being the first martial arts and medicine professional committee of China Association of Chinese Medicine. She is a prominent representative among the sixth generation of Yang-style Tai Chi masters, a third-generation direct disciple of the Tai Chi master Li Yaxuan, known as “Shao Zhu” (Young Master), who started practicing Tai Chi at her age of 4 and has won 17 championships in world-class competitions such as the World Kuo Shu Championship Tournament and has received the Outstanding Contribution Award for Chinese Tai Chi Inheritance. Ms. Chen is one of the 23 world-renowned Tai Chi masters and practitioners, and is the youngest among them, listed on the Wall of Worldwide Tai Chi Celebrities.
In December 2019, Ms. Chen was awarded the highest honor of the Chinese Intangible Culture Heritage Inheritance Achievement Award. In the same month, she and her parents were recognised as “the most influential figures in Chinese Tai Chi” by the magazine “Zhonghua Wushu” and received the “Outstanding Contribution Award for Chinese Tai Chi Inheritance and Promotion”. Ms. Chen has written 14 Tai Chi related publications, including “Li Yaxuan’s Yang-style Tai Chi Quan: Essence and Analysis” (《李雅軒楊氏太極拳法精解》), “Li Yaxuan’s Wudang-style Tai Chi Sword: Essence and Analysis” (《李雅軒武當太極劍精解》), “Li Yaxuan’s Yang-style Tai Chi Spear: Interpretation of Truth” (《李雅軒楊氏太極槍法詮真》), and “The Practice of Tai Chi Quan by the Master of Tai Chi Quan Li Yaxuan” (《太極拳一代宗師李雅軒修練心法》), which have been widely published with enormous impact domestically and
- II-1 -
APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
overseas. The principles and theories of Tai Chi Quan promoted by the family of Ms. Chen have been highly recognised by the industry and her family is considered as a prestigious and authoritative Tai Chi family with significant influence in contemporary times.
Ms. Chen has been invited as a guest speaker and expert professor to attend and deliver keynote speeches in more than 100 international cultural forums and competitions. She has been reported by various official media such as People's Daily Online, Xinhua News Agency, and Hong Kong Ta Kung Pao, and has been interviewed by, among others, Sichuan Daily and Handan Wanbao, which demonstrated her significant social influence. Since 1996, she has successfully introduced Chinese Tai Chi Quan and Chinese intangible cultural heritage to various countries and regions, including South Korea, Canada, Singapore, and Malaysia. She has taught and influenced more than one million disciples and students.
Save as disclosed above, Ms. Chen has not held (i) any other position with the Group; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications.
Ms. Chen does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Chen does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
Ms. Chen has entered into a letter of appointment with the Company for an initial term of one year commencing from 31 July 2023, which is automatically renewable for successive terms of one year upon the expiry of the then current term, subject to retirement by rotation and/or re-election at general meetings in accordance with the memorandum and articles of association of the Company. Ms. Chen will be entitled to receive a director's fee of HK$30,000 per month which is determined by the Board and reviewed by the remuneration committee of the Company with reference to her qualification and experience, her duties and responsibilities with the Company, the Company's performance and the prevailing market situation.
Save as disclosed above, there are no other matters concerning Ms. Chen that need to be brought to the attention of the Stock Exchange or the shareholders of the Company and there is no other information that should be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.
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APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
Mr. Xu Xue
Mr. Xu Xue (“Mr. Xu”), aged 53, was appointed as an executive Director in May 2020. Mr. Xu is a member of each of the remuneration committee and nomination committee of the Board.
Mr. Xu graduated from Shaanxi Institute of Education* (陝西教育學院) (now known as Shaanxi Xueqian Normal University) in the People’s Republic of China in 1996, majoring in history education. Mr. Xu has more than 20 years of management experience in manufacturing and electronics sectors and has been the founder of and served various senior positions in various private companies. He was previously an executive director of Republic Healthcare Limited (stock code: 8357) from 21 November 2018 to 15 August 2019, its shares are listed on the GEM.
Save as disclosed above, Mr. Xu has not held (i) any other position with the Group; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications.
Mr. Xu does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined under the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited) of the Company. As at the Latest Practicable Date, Mr. Xu does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.
Mr. Xu has entered into a letter of appointment with the Company for an initial term of one year commencing from 14 May 2020, which is automatically renewable for successive terms of one year upon the expiry of the then current term, subject to retirement by rotation and/or re-election at general meetings in accordance with the memorandum and articles of association of the Company. Mr. Xu will be entitled to receive a director’s fee of HK$50,000 per month which is determined by the Board and reviewed by the remuneration committee of the Company with reference to his qualification and experience, his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation.
Save as disclosed above, there are no other matters concerning Mr. Xu that need to be brought to the attention of the Stock Exchange or the shareholders of the Company and there is no other information that should be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.
- II-3 -
APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
Ms. Yang Xueling
Ms. Yang Xueling (“Ms. Yang”), aged 56, was appointed as an executive director of the Company from 10 September 2024. Ms. Yang has extensive experience in business and financial management. Prior to her appointment as an executive Director, Ms. Yang served as the general manager of a company principally engaged in the footwear business in the PRC, responsible for its strategic planning and business development as well as overseeing its business operations and financial management for around 20 years and up to September 2024. Ms. Yang completed a professional training course for precision medical consultants (精準醫學諮詢師崗位課程) organized by 中國國家培訓網 (www.chinatraining.com.cn) in December 2016 and an advanced programme for financial innovation entrepreneurs (金融創新企業家高級研修班) organized by Zhejiang University in September 2018.
As at the Latest Practicable Date, Ms. Yang is interested in 2,662,500 Shares, representing approximately 0.21% of the issued share capital of the Company.
Save as disclosed above, Ms. Yang does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date or any other position with the Company or other members of the Group or other major appointments and professional qualifications.
Ms. Yang does not have any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Yang does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.
Ms. Yang has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 10 September 2024 unless terminated by at least one month’s notice in writing served by either party on the other and is subject to retirement and re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Ms. Yang is entitled to a monthly director’s fee of HK$30,000, which is determined by the Board, under the recommendation from the Remuneration Committee, with reference to her job complexity, workload, duties and responsibilities within the Company.
Save as disclosed above, there are no other matters concerning Ms. Yang that are required to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules.
- II-4 -
APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
Mr. Yang Mingyuan
Mr. Yang Mingyuan (“Mr. Yang”), aged 37, was appointed as an executive director of the Company from 15 January 2025. Mr. Yang graduated from Guizhou Construction Institute (貴州省建設學院) majoring in engineering drawing in June 2007. He previously served as the general manager of Wanli Reservoir Leisure Villa (萬裡水庫休閒山莊). With his keen insight into the market and unremitting entrepreneurial spirit, he has successfully founded and operated a number of enterprises, demonstrated excellent leadership and business acumen, and made significant achievements in the fields of entrepreneurship and business management.
Save as disclosed above, Mr. Yang does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date or any other position with the Company or other members of the Group or other major appointments and professional qualifications.
Mr. Yang does not have any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Yang does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.
Mr. Yang has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 15 January 2025 unless terminated by at least one month’s notice in writing served by either party on the other and is subject to retirement and re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Yang is entitled to a monthly director’s fee of HK$10,000, which is determined by the Board, under the recommendation from the Remuneration Committee, with reference to his job complexity, workload, duties and responsibilities within the Company.
Save as disclosed above, there are no other matters concerning Mr. Yang that are required to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules.
- II-5 -
APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
Ms. Zhou Ying
Ms. Zhou Ying (“Ms. Zhou”), aged 43, was appointed as an executive director of the Company from 3 February 2025. Ms. Zhou graduated from the Advanced Nursing College of Shanghai Workers Medical College (上海職工醫學院) in January 2008. She has successively served as the general manager of Shanghai Luosheng Asset Management Co., Ltd. (上海洛勝資產管理有限公司), the co-founder of Shenyang Shiye Culture Media Co., Ltd. (瀋陽詩野文化傳媒有限公司), and the co-founder of Zhongyufu New Energy Technology (Shenzhen) Co., Ltd (中煜福新能源科技(深圳)有限公司). She has been working in the domestic investment industry for 9 years and has been involved in overseas financial markets for 13 years. She has extensive market experience in the investment industry and extensive resources in the financial industry, cultural media industry and new energy industry. She has led nearly ten investment projects. She has very rich experience in project inspection, research and investment, and has extensive social resources in this field.
Save as disclosed above, Ms. Zhou does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date or any other position with the Company or other members of the Group or other major appointments and professional qualifications.
Ms. Zhou does not have any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Zhou does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.
Ms. Zhou has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 3 February 2025 unless terminated by at least one month's notice in writing served by either party on the other and is subject to retirement and re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Ms. Zhou is entitled to a monthly director's fee of HK$10,000, which is determined by the Board, under the recommendation from the Remuneration Committee, with reference to her job complexity, workload, duties and responsibilities within the Company.
Save as disclosed above, there are no other matters concerning Ms. Zhou that are required to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules.
- II-6 -
APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
Mr. Shi Zhu
Mr. Shi Zhu (“Mr. Shi”), aged 57, was appointed as a non-executive director of the Company from 27 December 2024. Mr. Shi obtained his first degree in Bachelor of Arts, majoring in English, from the Anhui Fuyang Teacher’s University in the PRC in July 1989 and his second degree in Bachelor of law, majoring in Journalism, from the Communication University of China in July 1993. He worked at the Ministry of Commerce of the PRC for over 15 years. From November 1993 to May 2000, he served various positions including front-page editor as well as deputy chief editor and chief editor of the English version of International Business Monthly under International Business Daily, a publishing entity under the Ministry of Commerce of the PRC. He was appointed by the Ministry of Commerce of the PRC to work at the Embassy of the PRC in New Zealand where he acted as the Commercial Consul and was in charge of economic and commercial affairs from June 2000 to December 2000 and he subsequently returned to International Business Daily and served various positions including chief editor of Important News, director of general office, chief editor of China-ASEAN Business Week, chief editor of Features from January 2001 to February 2008. After that, he migrated to Hong Kong under the Quality Migrant Admission Scheme in February 2008. He was the director of BOCHK Wealth Achieve Fund Series SPC, a serial investment fund company wholly owned by BOCHK Asset Management Limited from May 2017 to January 2020. Mr. Shi was also the chairman of Shenzhen Sanhong Asset Management Limited, a private equity company incorporated in the PRC which principally engaged in equity investment and supply chain finance in the PRC and South East Asia, from September 2015 to October 2020. In addition, He is a director of Joyful Capital Limited, a company incorporated in Hong Kong which principally engaged in investment and investment consultancy in Hong Kong and the PRC, since May 2008. Since December 2017, he is an independent non-executive director of Hua Lien International (Holding) Company Limited (Stock Code: 969), a company listed on the main board of the Stock Exchange. Since 6 August 2021, he is an independent non-executive director of Capital Realm Financial Holdings Group Limited (Stock Code: 204), a company listed on the main board of the Stock Exchange. He has also been appointed as the 5th Chairman of the Chinese Academy of Governance (Hong Kong) Industrial and Commercial Professionals Alumni Association in June 2024.
Save as disclosed above, Mr. Shi does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date or any other position with the Company or other members of the Group or other major appointments and professional qualifications.
Mr. Shi does not have any relationship with any other Directors, senior management or any substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Shi does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.
- II-7 -
APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
Mr. Shi has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 27 December 2024 unless terminated by at least one month's notice in writing served by either party on the other and is subject to retirement and re-election in accordance with the Articles of Association. Pursuant to the letter of appointment, Mr. Shi is entitled to a monthly director's fee of HK$10,000, which is determined by the Board, under the recommendation from the Remuneration Committee, with reference to his job complexity, workload, duties and responsibilities within the Company.
Save as disclosed above, there are no other matters concerning Mr. Shi that are required to be brought to the attention of the Shareholders, nor is there other information that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 17.50(2) of the GEM Listing Rules.
Mr. Hong Sze Lung
Mr. Hong Sze Lung ("Mr. Hong"), aged 54, was appointed as an independent non-executive Director from 25 August 2025. Mr. Hong is the chairman of the audit committee of the Board. Mr. Hong has over 28 years of working experience in corporate management, corporate finance and restructuring, mergers and acquisitions/investments, corporate financial control and compliance, and investor relations of listed companies in Hong Kong.
Mr. Hong is currently acting as an independent non-executive director of two listed companies in Hong Kong, including Kelfred Holdings Limited (stock code: 1134) since 1 September 2020 and Sincere Watch (Hong Kong) Limited (stock code: 0444) since 12 July 2023.
Mr. Hong commenced his career in PricewaterhouseCoopers and worked in the firm for approximately 10 years in the field of auditing, corporate finance & recovery until he left the firm in November 2005 as a senior manager. For the period of March 2006 to October 2011, Mr. Hong then served at senior management level respectively in a private equity investment company (as Senior Vice President) as well as two listed companies in Hong Kong, being Soundwill Holdings Limited (stock code: 0878) and Silver Base Group Holdings Limited (delisted, previous stock code: 0886), both as Corporate Finance Directors. For the period of September 2012-December 2016, Mr. Hong then served at Wealth Glory Holding Limited (stock code: 8269), a listed company in Hong Kong, as Chief Operation Officer and subsequently was promoted to Executive Director, Chief Executive Officer and Chairman.
Mr. Hong is a certified public accountant of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants and a chartered financial analyst of the CFA Institute. In 1995, Mr. Hong obtained a Bachelor of Arts (Hons) Degree in Accountancy from the Hong Kong Polytechnic University.
APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
Mr. Hong has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 25 August 2025 unless terminated by at least one month's notice in writing served by either party on the other and is subject to retirement and re-election in accordance with the articles of association of the Company. Pursuant to the letter of appointment, Mr. Hong is entitled to a monthly director's fee of HK$10,000, which is determined by the Board, under the recommendation from the Remuneration Committee, with reference to his job complexity, workload, duties and responsibilities within the Company.
Save as disclosed above, as at the Latest Practicable Date, Mr. Hong: (i) has not held any other major appointments and professional qualifications or directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the date of this circular; (ii) does not have any relationship with any Director, senior management, substantial or controlling shareholders (having the meaning ascribed to them in the Rules Governing the Listing of Securities on the GEM of the Stock Exchange) of the Company; (iii) does not hold other positions with the Company or other members of the Group; and (iv) is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Save as disclosed above, there is no further information required to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there are no other matters concerning Mr. Hong that need to be brought to the attention of the Stock Exchange or the shareholders of the Company.
Mr. Han Zhenghai
Mr. Han Zhenghai (“Mr. Han”), aged 49, was appointed as an independent non-executive Director from 15 January 2025. Mr. Han is a member of each of the audit committee, remuneration committee and nomination committee of the Board. Mr. Han has extensive experience in investment and management business. From 20 January 2021 to 12 December 2024, he was a non-executive Director of Capital Realm Financial Holdings Group Limited (Stock Code: 204), a company listed on the Main Board of the Stock Exchange, (the “Capital Realm”) since 20 January 2021, additionally as the chairman of the Board of the Capital Realm since 11 March 2021 and re-designated as joint chairman of the Board of the Capital Realm since 22 January 2024. He has been serving as a manager of Beijing Zhongmin Zhenxing Construction Technology Co., Ltd. (北京中民振興建設科技有限公司) and a president of Beijing China Zhiyuan Technology Co., Ltd. (北京中資致遠科技有限公司) since June 2020 and May 2017, respectively. From November 2020 to February 2021, he was appointed as an executive Director of Ling Yui Holdings Limited (Stock Code: 784), a company listed on the Main Board of the Stock Exchange. He was also appointed as an executive Director of Golden Faith Group Holdings Limited (Stock Code: 2863), a company listed on the Main Board of the Stock
- II-9 -
APPENDIX II
BIOGRAPHICAL DETAILS OF DIRECTORS TO BE RE-ELECTED AT THE AGM
Exchange from April 2021 to January 2022. He is currently an independent non-executive Director of Modern Innovative Digital Technology Company Limited (Stock Code: 2322), a company listed on the Main Board of the Stock Exchange from 11 December 2024.
Mr. Han has entered into a letter of appointment with the Company for an initial fixed term of one year commencing from 15 January 2025 unless terminated by at least one month's notice in writing served by either party on the other and is subject to retirement and re-election in accordance with the articles of association of the Company. Pursuant to the letter of appointment, Mr. Han is entitled to a monthly director's fee of HK$10,000, which is determined by the Board, under the recommendation from the Remuneration Committee, with reference to his job complexity, workload, duties and responsibilities within the Company.
Save as disclosed above, as at the date of this circular, Mr. Han: (i) has not held any other major appointments and professional qualifications or directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the date of this circular; (ii) does not have any relationship with any Director, senior management, substantial or controlling shareholders (having the meaning ascribed to them in the Rules Governing the Listing of Securities on the GEM of the Stock Exchange) of the Company; (iii) does not hold other positions with the Company or other members of the Group; and (iv) is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Save as disclosed above, there is no further information required to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there are no other matters concerning Mr. Han that need to be brought to the attention of the Stock Exchange or the shareholders of the Company.
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The English translation of company names in Chinese are for identification purpose only.
-
II-10 -
NOTICE OF AGM
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;
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AGM-1 -
NOTICE OF AGM
To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
- “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
- AGM-2 -
NOTICE OF AGM
(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
"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
- AGM-3 -
NOTICE OF AGM
(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 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:
-
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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AGM-4 -
NOTICE OF AGM
-
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.
-
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.
-
A form of proxy for use at the AGM is attached herewith.
-
Any voting at the AGM shall be taken by poll.
-
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.
- AGM-5 -