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Qian Xun Technology Limited Proxy Solicitation & Information Statement 2025

May 26, 2025

50059_rns_2025-05-26_093dfc41-2e98-480e-84a3-a3fea413656d.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 adviser.

If you have sold or transferred all your shares in Qian Xun Technology Limited, you should at once hand this circular, together with the enclosed forms of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the 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.


千循科技

Qian Xun Technology Limited

千循科技有限公司

(Formerly known as Ruicheng (China) Media Group Limited 瑞誠(中國)傳媒集團有限公司)

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1640)

(1) PROPOSED GRANT OF ISSUE MANDATE;
(2) PROPOSED GRANT OF BUY-BACK MANDATE;
(3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(4) PROPOSED ELECTION OF A NEW DIRECTOR;
AND
(5) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Qian Xun Technology Limited to be held at Suite 1201, 12/F, 1111 King’s Road, Taikoo Shing, Hong Kong on Wednesday, 25 June 2025 at 11:30 a.m. is set out on pages 21 to 26 of this circular.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.fprice.cn. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Union Registrars Limited, Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. 11:30 a.m. on Monday, 23 June 2025), or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

27 May 2025


TABLE OF CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE BOARD 4
1. Introduction 4
2. Proposed Grant of Issue Mandate 5
3. Proposed Grant of Buy-back Mandate and Extension Mandate 5
4. Retirement and Proposed Re-election of Retiring Directors 6
5. Proposed Election of a New Director 7
6. Closure of Register of Members for the Annual General Meeting 7
7. Notice of Annual General Meeting 8
8. Form of Proxy 8
9. Voting by way of Poll 8
10. Responsibility Statement 8
11. Recommendation 9
12. General 9

APPENDIX I - DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING 10

APPENDIX II - DETAILS OF A NEW DIRECTOR 15

APPENDIX III - EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE 17

NOTICE OF ANNUAL GENERAL MEETING 21


DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:

“Annual General Meeting” the annual general meeting of the Company to be held at Suite 1201, 12/F, 1111 King’s Road, Taikoo Shing, Hong Kong on Wednesday, 25 June 2025 at 11:30 a.m. or any adjournment thereof

“Articles of Association” the articles of association of the Company, as amended, supplemented or otherwise modified from time to time

“Audit Committee” the audit committee of the Board

“Board” the board of Directors of the Company

“Buy-back Mandate” a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to buy back Shares on the Stock Exchange of not exceeding 10% of the aggregate number of issued Shares of the Company (excluding any treasury Shares) as at the date of passing of the relevant resolution granting the Buy-back Mandate

“Cayman Companies Act” the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

“close associate(s)” has the meaning ascribed to it under the Listing Rules

“Company” Qian Xun Technology Limited (千循科技有限公司) an exempted company incorporated under the laws of the Cayman Islands with limited liability on 15 January 2019, whose Shares are listed and traded on the Main Board of the Stock Exchange

“Directors” the director(s) of the Company

“Extension Mandate” a general and unconditional mandate to the Directors to the effect that any Shares bought back under the Buy-back Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

  • 1 -

DEFINITIONS

“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to allot, issue or deal with new Shares (including any sale or transfer of treasury Shares) of not exceeding 20% of the aggregate number of issued Shares of the Company as at the date of passing the relevant resolution granting the Issue Mandate
“Latest Practicable Date” 21 May 2025, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular
“Listing Date” 12 November 2019, the date on which dealings in the Shares commenced on the Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Nomination Committee” the nomination committee of the Board
“Notice of Annual General Meeting” the notice convening the Annual General Meeting as set out on pages 21 to 26 of this circular
“PRC” the People’s Republic of China, but for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
“Remuneration Committee” the remuneration committee of the Board
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
“Share(s)” ordinary share(s) with nominal value of HK$0.01 each in the share capital of the Company
“Shareholder(s)” the holder(s) of the Share(s) from time to time
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“substantial shareholder” has the meaning ascribed to it under the Listing Rules

– 2 –


  • 3 -
DEFINITIONS
“Takeovers Code” The Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong
“treasury Shares” has the meaning ascribed to it under the Listing Rules
“%” per cent.

LETTER FROM THE BOARD

千循科技

Qian Xun Technology Limited

千循科技有限公司

(Formerly known as Ruicheng (China) Media Group Limited 瑞誠(中國)傳媒集團有限公司)

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1640)

Executive Directors:

Mr. Sun Changpeng (Chairman)

Mr. Leng Xuejun (Vice Chairman)

Independent non-executive Directors:

Ms. Lam Hoi Yan Karen

Mr. Wong Sincere

Mr. Niu Zhongjie

Registered office:

190 Elgin Avenue

George Town

Grand Cayman KY1-9008

Cayman Islands

Principal place of business

in Hong Kong:

Flat 2917, 29/F,

1 Hung To Road,

Kwun Tong,

Hong Kong

27 May 2025

To the Shareholders

Dear Sir or Madam

(1) PROPOSED GRANT OF ISSUE MANDATE;

(2) PROPOSED GRANT OF BUY-BACK MANDATE;

(3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

(4) PROPOSED ELECTION OF A NEW DIRECTOR;

AND

(5) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with the notice of Annual General Meeting and information in respect of the following proposals to be put forward at the Annual General Meeting: (i) the granting of the Issue Mandate to the Directors; (ii) the granting of the Buy-back Mandate and the Extension Mandate to the Directors; (iii) the re-election of the retiring Directors; and (iv) the election of new Director.


LETTER FROM THE BOARD

2. PROPOSED GRANT OF ISSUE MANDATE

In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the Issue Mandate to issue Shares. An ordinary resolution numbered 4(A) will be proposed at the Annual General Meeting to grant to the Directors the Issue Mandate to exercise the powers of the Company to allot, issue and otherwise deal with new Shares (including any sale or transfer of treasury Shares) in the share capital of the Company up to 20% of the total number of issued Shares as at the date of the passing of the resolution in relation to the Issue Mandate. As at the Latest Practicable Date, the issued share capital of the Company comprised 560,000,000 Shares. Subject to the passing of the above ordinary resolution and on the basis that there is no change in the number of the issued Shares during the period between the Latest Practicable Date and the date of the Annual General Meeting, the maximum number of Shares which may be allotted, issued and otherwise dealt with pursuant to the Issue Mandate will be 112,000,000 Shares, being 20% of the total number of issued Shares of the Company as at the date of passing of the resolution to approve the Issue Mandate.

The Issue Mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (ii) the expiration of the period within which the next annual general meeting of the Company following the Annual General Meeting is required by any applicable law or the Articles of Association to be held; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in the general meeting.

3. PROPOSED GRANT OF BUY-BACK MANDATE AND EXTENSION MANDATE

In addition, ordinary resolutions numbered 4(B) and 4(C) will be proposed at the Annual General Meeting to grant the Buy-back Mandate and Extension Mandate to the Directors to (i) exercise the power of the Company to buy back issued Shares representing up to 10% of the total number of issued Shares of the Company (excluding any treasury Shares) as at the date of the passing of the resolution in relation to the Buy-back Mandate; and (ii) to extend the Issue Mandate by the total number of Shares bought back by the Company pursuant to the Buy-back Mandate. As at the Latest Practicable Date, the Company has not bought back any issued Shares of the Company. As at the Latest Practicable Date, the issued share capital of the Company comprised 560,000,000 Shares. Subject to the passing of the above ordinary resolutions and on the basis that there is no change in the number of the issued Shares during the period between the Latest Practicable Date and the date of the Annual General Meeting, the maximum number of Shares which may be bought back pursuant to the Buy-back Mandate will be 56,000,000 Shares, being 10% of the total number of Shares in issue as at the date of passing of such resolution. Each of the Buy-back Mandate and Extension Mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of Association to be held; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in the general meeting.

  • 5 -

LETTER FROM THE BOARD

If the Company conducts a share consolidation or subdivision after the Issue Mandate or the Buy-back Mandate and Extension Mandate has been approved at the Annual General Meeting, the maximum number of Shares that may be allotted, issued and otherwise dealt with under the Issue Mandate or bought back under the Buy-back Mandate and Extension Mandate (as the case may be) as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.

If the Company repurchases any Shares pursuant to the Buy-back Mandate, the Company will either (i) cancel the Shares buy back and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any buy back of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares in treasury will be made pursuant to the terms of the Share Issue Mandate and in accordance with the Listing Rules and applicable laws and regulations of Cayman Islands. As required by the Listing Rules, an explanatory statement in connection with the Buy-back Mandate is set out in Appendix III to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

4. RETIREMENT AND PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Article 108 (a) of the Articles of Association, at each annual general meeting of the Company, 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 each Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years at the annual general meeting of the Company, provided always that any Director appointed pursuant to Article 112 of the Articles of Association shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. A retiring Director shall retain office until the close of the meeting at which he retires, and shall be eligible for re-election thereat.

Pursuant to Article 108 (a) of the Articles of Association, Mr. Sun Changpeng, Ms. Lam Hoi Yan Karen, Mr. Wong Sincere and Mr. Niu Zhongjie shall retire by rotation, and being eligible, shall offer themselves for re-election at the Annual General Meeting.

The above retiring Directors are familiar with the businesses of the Group. They have also shown devotion and commitment to the Board by their involvement in the daily operations of the Group and their high attendance rate to the Board and other Board committee meetings during their tenure.

Their respective education, background, experience and qualifications allow each of them to provide valuable and relevant insights and contribute to the diversity of the Board.

The Nomination Committee has assessed and reviewed the biographical details of each of the retiring Directors. After considering the nomination criteria set out in the Director Nomination Policy and the Board Diversity Policy of the Company and the corporate strategy and management continuity, the Nomination Committee recommended to the Board

  • 6 -

LETTER FROM THE BOARD

of the re-elections of the above retiring Directors. Therefore, upon the nomination of the Nomination Committee, the Board has recommended that the retiring Directors, Mr. Sun Changpeng, Ms. Lam Hoi Yan Karen, Mr. Wong Sincere and Mr. Niu Zhongjie abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders.

Details of the retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

5. PROPOSED ELECTION OF A NEW DIRECTOR

Pursuant to Article 111 of the Articles, the Board recommends Mr. Li Tianzi ("Mr. Li") to be appointed as a new Director and a relevant resolution will be proposed at the Annual General Meeting.

Subject to Mr. Li's election being approved by shareholders at the Annual General Meeting, the Company intends to enter into a contract with him for a term of three years with a proposed remuneration of HK$120,000 per annum, which is determined by the Board with reference to his duties and responsibilities in the Company as well as prevailing market rates. Such remuneration is subject to review from time to time.

Should Mr. Li be elected as an executive director of the Company, his term of office as an executive director will be from 25 June 2025 until the date on which he will retire by rotation under the Articles of Association or 24 June 2028, whichever is earlier.

The Company believes that with Mr. Li's extensive experience in financial institutions, he will be a valuable addition to the Board. The biography of Mr. Li set out in Appendix II.

To ensure that the Board has a balance of skills, knowledge, experience and diversity of perspectives appropriate to the Company's business needs and development, the Board reviews its structure, size and composition annually. The Nomination Committee and the Board, when forming their recommendations on the proposals on re-election of retiring Director(s) and election of new Director(s), have been following the Company's nomination policy which sets out a mechanism for nominating talented and capable person(s) to lead the Company. The nomination policy can be viewed on the website of the Company at www.fprice.cn.

6. CLOSURE OF REGISTER OF MEMBERS FOR THE ANNUAL GENERAL MEETING

For the purpose of determining Shareholders who are entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 20 June 2025 to Wednesday, 25 June 2025, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending and voting at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share

  • 7 -

LETTER FROM THE BOARD

registrar, Union Registrars Limited, Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, for registration no later than 4:00 p.m. on Thursday, 19 June 2025.

7. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 21 to 26 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to the Shareholders to consider and approve (i) the granting of the Issue Mandate to the Directors; (ii) the granting of the Buy-back Mandate and Extension Mandate to the Directors; (iii) the re-election of the retiring Directors and (iv) the election of new Director.

8. FORM OF PROXY

A form of proxy for use at the Annual General Meeting is published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.fprice.cn. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. 11:30 a.m. on Monday, 23 June 2025), or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof, if you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

9. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 72 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, 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, each of the resolutions set out in the Notice of Annual General Meeting will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each share registered in his/her/its name in the register of members of the Company. A Shareholder entitled to more than one vote needs not use all his/ her/ its votes or cast all the votes he/she/it uses in the same way.

10. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their


LETTER FROM THE BOARD

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.

11. RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors the Issue Mandate, the Buy-back Mandate and Extension Mandate, the re-election of the retiring Directors and the election of new Director are in the best interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

12. GENERAL

If there is any inconsistency between the English and Chinese texts of this circular and the form of proxy, the English text of this circular and form of proxy shall prevail over the Chinese text. Your attention is also drawn to the information set out in the appendices to this circular.

Yours faithfully

By Order of the Board

Qian Xun Technology Limited

Sun Changpeng

Chairman and Executive Director


APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting and which are required to be disclosed under the Listing Rules.

EXECUTIVE DIRECTOR

Mr. Sun Changpeng, aged 38, was appointed as executive director of the Company on 21 June 2024 and is the Chairman of the board of directors of the Company. He is also the Chairman of the Nomination Committee and a member of the Remuneration Committee. Mr. Sun has extensive experience in investment management. From September 2009 to April 2015, Mr. Sun worked as an investment manager at Beijing Xinzhengtai Investment Co., Ltd. (北京新正泰投資有限公司), an asset management company where he was mainly responsible for managing the investment portfolio. From April 2015 to November 2021, Mr. Sun worked as an executive director, general manager and investment manager at Beijing Houxian Investment Management Co., Ltd. (北京厚贊投資管理有限公司), an asset management company where he was mainly responsible for managing the investment portfolio. Since May 2013, Mr. Sun has been a director of Beijing VORX CT Co., Ltd.* (北京蛙視通信技術股份有限公司), a company principally engaged in the research, manufacturing and sales of surveillance products where he was mainly responsible for investment management. Since December 2021, Mr. Sun has been a director and a deputy general manager of Beijing VORX Software Technology Co., Ltd. (北京蛙視軟件技術有限公司), a company principally engaged in the research and development of software where he was mainly responsible for investment management. Mr. Sun obtained a bachelor's degree in logistical management from the Beijing Wuzi University in the People's Republic of China in July 2009.

Mr. Sun's spouse, Ms. Zhao Jie holds approximately 0.065% of the shareholding in the Company. Mr. Sun is therefore deemed to be interested in the Shares held by his spouse by virtue of the SFO.

Mr. Sun Changpeng also holds the following positions in the members of the Group:

Mr. Sun Changpeng was appointed as executive director of the following members of the Group: Ruicheng Media Co. Ltd (瑞誠傳媒有限公司), Beijing Ruicheng Zhixin Media Co. Ltd * (北京瑞誠智信傳媒有限公司), Beijing Ruicheng Advertising Co. Ltd (北京瑞誠廣告有限公司), Beijing Rui City Advertising Co. Ltd * (北京瑞城廣告有限公司) and Tibet Wanmei Advertising Co., Ltd. (西藏萬美廣告有限公司).

Save as disclosed above, Mr. Sun Changpeng has not held any directorship in other listed company in the last three years prior to the Latest Practicable Date. Save as disclosed above, he has not previously held and is not holding any other position with the Group, and does not have relationships with any Director, senior management or substantial Shareholder of the Company for the purpose of the Listing Rules.

  • for identification purpose only

  • 10 -


APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Sun Changpeng has entered into a service contract with the Company on 21 June 2024. The principal particulars of this service contract are (i) for a term of three years commencing from their respective effective date of appointment until the day on which the next general meeting of the Shareholders for re-election of Directors is held; and (ii) are subject to termination in accordance with their respective terms. The service contracts may be renewed in accordance with the Articles of Association and the applicable Listing Rules.

The yearly directors' salary for Mr. Sun Changpeng is HK$240,000. In accordance with the service contract, Mr. Sun Changpeng is entitled to (i) a discretionary year-end bonus as determined by the Board and approved by the Remuneration Committee; and (ii) reasonable expenses properly incurred in discharging his duties.

The Board shall determine Mr. Sun Changpeng's salary and benefits in accordance with the Company's performance and his qualifications, responsibilities, experience, contribution to the Company and position.

Save as disclosed above, there is no other information relating to Mr. Sun Changpeng that is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules, and that there are no matters concerning Mr. Sun Changpeng that need to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. Lam Hoi Yan Karen, aged 50, was appointed as independent non-executive director of the Company on 3 September 2024. She is also the chairlady of the Audit Committee and a member of the Nomination Committee. Ms. Lam obtained a bachelor's degree in commerce (major in accounting and finance) from the University of New South Wales in 1996.

Ms. Lam has over 20 years of experience in corporate finance and advisory industries. Ms. Lam is currently the director and responsible officer of Vision Finance International Company Limited, and is responsible for type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities. Prior to joining the Company, Ms. Lam had worked in several investment banks, including DBS Asia Capital Limited and HSBC Investment Bank Asia Limited.

Save as disclosed above, Ms. Lam does not and has not held any directorships in any other public companies of which are listed on any securities market in Hong Kong or overseas in the last three years.

The Company has entered into a letter of appointment with Ms. Lam for a fixed term of three years commencing from 3 September 2024 and subject to retirement by rotation at the Company's annual general meetings at least once every three years in accordance with the regulations of the Articles of Associations.

Ms. Lam will receive a director's fee of HK$120,000 per annum. The remuneration had been determined with reference to her duties, responsibilities with the Company and the market rate for her position.

Ms. Lam does not have any relationship with other Director, senior management, substantial shareholder or controlling shareholder of the Company.

  • 11 -

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

As at the Latest Practicable Date, Ms. Lam is not interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Ms. Lam that is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules, and that there are no matters concerning Ms. Lam that need to be brought to the attention of the Shareholders.

Mr. Wong Sincere, aged 50, was appointed as independent non-executive director of the Company on 3 September 2024. He is also the chairman of the Remuneration Committee, a member of the Audit Committee and a member of the Nomination Committee.

Mr. Wong received his bachelor's degree in social science from The Chinese University of Hong Kong in December 1986. He passed the Common Professional Examination at Wolverhampton Polytechnic (now known as University of Wolverhampton) in the United Kingdom in July 1990, and the Solicitors' Final Examination of the Law Society of England and Wales with first class honours in October 1991. He was then admitted as a solicitor of the High Court of Hong Kong in October 1993 and a solicitor of the Supreme Court of England & Wales in February 1994. Mr. Wong was admitted as a Guangdong-Hongkong-Macau Greater Bay Area lawyer in September 2022.

From September 1996 to January 2005, Mr. Wong served as an in-house legal counsel of Hutchison Whampoa Group (和記黃埔集團), a multinational conglomerate engaging mainly in ports and related services, property and hotels, retail, infrastructure, energy and telecommunications, where he was involved in cross-border acquisitions and day-to-day commercial transactions of a container terminal operator. From February 2005 to November 2006, he served as an in-house legal counsel of China Resources Enterprise, Limited (now known as China Resources Beer (Holdings) Company Limited, whose shares are listed on the Stock Exchange with the stock code of 291 and whose business focus is on the manufacturing, sales and distribution of beer products). From November 2006 to June 2010, he served as the chief legal officer of Shui On Construction and Materials Limited (now known as SOCAM Development Limited, whose shares are listed on the Stock Exchange with the stock code of 983 and whose business focus is on construction and property businesses in the PRC, Hong Kong and Macau). From July 2010 to May 2011, he served as the vice president of the legal department and company secretary of Sateri Holdings Limited (a global specialty cellulose producer subsequently renamed as Bracell Limited, whose shares were listed on the Stock Exchange with the stock code of 1768 prior to its privatization and delisting in October 2016). From August 2011 to April 2016, he worked at the Listing Department of Hong Kong Exchanges and Clearing Limited, and he served as a vice president at the time of his departure, primarily responsible for reviewing IPO applications and making recommendations to the Listing Committee. In May 2016, he became the founding partner of Wong Heung Sum & Lawyers (黃香沈律師事務所) (formerly known as Sincere Wong & Co. (黃誠思律師事務所)). Mr. Sincere Wong had served as an independent non-executive director of Bank of Gansu Co., Ltd (a company listed on the Stock Exchange with the stock code of 2139) from August 2017 to October 2023. He is currently an independent non-executive director of Net-a-Go Technology Company Limited (a company listed on the Stock Exchange with the stock code of 1483), Fulu Holdings

  • 12 -

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Limited (a company listed on the Stock Exchange with the stock code of 2101) and Jinmao Property Services Co., Limited, since September 2018, August 2020 and March 2022, respectively.

Save as disclosed above, Mr. Wong does not and has not held any directorships in any other public companies of which are listed on any securities market in Hong Kong or overseas in the last three years.

The Company has entered into a letter of appointment with Mr. Wong for a fixed term of three years commencing from 3 September 2024 and subject to retirement by rotation at the Company's annual general meetings at least once every three years in accordance with the regulations of the Articles of Associations.

Mr. Wong will receive a director's fee of HK$120,000 per annum. The remuneration had been determined with reference to his duties, responsibilities with the Company and the market rate for his position.

Mr. Wong does not have any relationship with other Director, senior management, substantial shareholder or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Wong is not interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Mr. Wong that is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules, and that there are no matters concerning Mr. Wong that need to be brought to the attention of the Shareholders.

Mr. Niu Zhongjie, aged 55, was appointed as independent non-executive director of the Company on 21 June 2024. He is also a member of the Audit Committee and a member of the Remuneration Committee. Mr. Niu obtained a bachelor's degree in business administration from the Northeast Missouri State University in Missouri USA in May 1994. He also obtained a master's degree in business administration from The University of Hong Kong in December 1999.

Mr. Niu has worked with various financial institutions and has extensive experience in equity capital markets. He is currently the responsible officer for type 4 (advising on securities) and type 9 (asset management) regulated activities of Vision Finance Asset Management Limited. He is also a director of Vision Finance International Company Limited and the responsible officer of the company to carry on type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities. He is currently an independent non-executive director of Peiport Holdings Ltd. (stock code: 2885), New Media Lab Limited (stock code: 1284) and Starlight Culture Entertainment Group Limited (stock code: 1159), the shares of which are listed on the Main Board of the Stock Exchange. Mr. Niu was an independent non-executive director of Nanjing Sample Technology Co. Ltd., the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1708) from May 2019 to May 2024. Mr. Niu was an executive director of Beijing Sports and Entertainment

  • 13 -

APPENDIX I DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Industry Group Limited, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1803) from April 2015 to November 2018. He was an independent non-executive director of Gold-Finance Holdings Limited (“Gold-Finance”) from February 2016 to May 2019. Gold-Finance was a company listed on the Main Board of the Stock Exchange (stock code: 1462) but the trading of Gold-Finance’s securities on the Stock Exchange was suspended on 5 May 2019 and it was eventually delisted on 16 March 2021. As disclosed in the announcements made by Gold-Finance prior to its delisting, a winding-up petition was filed against Gold-Finance on 3 June 2019 in the High Court of Hong Kong and provisional liquidators were appointed in respect of Gold-Finance on 5 June 2019 as a result of a winding-up petition filed against Gold-Finance’s controlling shareholder in April 2019, which falls within 12 months after Mr. Niu’s ceasing to act as its independent non-executive director. For further details of the said winding up petition and delisting, please refer to the announcements made by Gold-Finance. Based on public information, Gold-Finance was an investment holding company incorporated in the Cayman Islands as an exempted company with limited liability, and its principal activities were investment and asset management services in the PRC, property investment and development in the PRC and building services in Hong Kong. According to the Cayman Islands Gazette dated 10 May 2021 (Issue No. 10/2021), Gold Finance was struck off from the Cayman Islands Companies Register on or around 29 May 2020 in accordance with the Companies Law of the Cayman Islands.

Save as disclosed above, Mr. Niu does not and has not held any directorships in any other public companies of which are listed on any securities market in Hong Kong or overseas in the last three years.

The Company has entered into a letter of appointment with Mr. Niu for a fixed term of three years commencing from 21 June 2024 and subject to retirement by rotation at the Company’s annual general meetings at least once every three years in accordance with the regulations of the Articles of Associations.

Mr. Niu will receive a director’s fee of HK$120,000 per annum. The remuneration had been determined with reference to his duties, responsibilities with the Company and the market rate for his position.

Mr. Niu does not have any relationship with other Director, senior management, substantial shareholder or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Niu is not interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Mr. Niu that is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules, and that there are no matters concerning Mr. Niu that need to be brought to the attention of the Shareholders.

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APPENDIX II

DETAILS OF A NEW DIRECTOR

EXECUTIVE DIRECTOR

Mr. Li Tianzi, aged 39, has over 15 years of working experiences in listed companies and financial institutions, with previous engagements related to banking, asset management, brokerage and investment.

Prior to joining the Group, from May 2018 to May 2025, Mr. Li held various positions in Shandong Hi-Speed Holdings Group Limited (stock code: 412), with his last position as the Managing Director of the investment and strategic development department, while being the director of SDHG International Securities Limited; from February 2016 to May 2018, Mr. Li was engaged in the investment businesses in Cinda International Asset Management Limited, a wholly-owned subsidiary of Cinda International Holdings Limited (stock code: 111) and Huarong Rongde (Hong Kong) Investment Management Company Limited, respectively, with his last position as the Department Head of the asset management department; from December 2011 to April 2015, Mr. Li was engaged in commercial banking business in the Hong Kong branch of China Minsheng Banking Corp., Ltd. (stock code: 1988).

Mr. Li obtained a bachelor's degree in economics and finance from the University of Hong Kong in June 2009, and subsequently obtained a master's degree of science in investment management from Hong Kong University of Science and Technology in December 2016.

Subject to the election of Mr. Li being approved by the Shareholders at the 2025 Annual General Meeting, the Company intends to enter into a service contract with him for a term of three years with a proposed remuneration of HK$120,000 per annum, which is determined by the Board with reference to his duties and responsibilities in the Company as well as prevailing market conditions. Such remuneration is subject to review from time to time.

Should Mr. Li be elected as an executive Director of the Company, his term of office as an executive Director will be from 25 June 2025 until the date on which he shall retire by rotation once again under the Articles of Association or 24 June 2028, whichever is earlier.

To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, as at the Latest Practicable Date, Mr. Li does not (i) have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company (the latter two terms as respectively defined in the Listing Rules); (ii) have any other interest in the Shares within the meaning of Part XV of the SFO; (iii) (save as disclosed above) hold any other directorships 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 (iv) (save as disclosed above) hold any other positions in other members of the Group. Mr. Li has confirmed to the Company that the biographical details set out above pursuant to Rule 13.51(2) of the Listing Rules are true, accurate and complete.


APPENDIX II

DETAILS OF A NEW DIRECTOR

Save as disclosed above, there is no other information related to Mr. Li that is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules, and there are no other matters regarding Mr. Li that need to be brought to the attention of the Shareholders.

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APPENDIX III EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

The following is an explanatory statement required to be sent to the Shareholders pursuant to Rule 10.06(1)(b) of the Listing Rules containing all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution approving the granting of the Buy-back Mandate to be proposed at the Annual General Meeting.

THE BUY-BACK MANDATE

As at the Latest Practicable Date, the issued share capital of the Company comprised 560,000,000 Shares. Subject to the passing of the resolution granting the Buy-back Mandate and on the basis that no further Shares are issued, allotted or bought back after the Latest Practicable Date up to the date of the Annual General Meeting, the Company will be allowed under the Buy-back Mandate to buy back a maximum of 56,000,000 Shares, which represent 10% of the total number of issued Shares of the Company (excluding any treasury Shares) as at the date of the passing of resolution to approve the Buy-back Mandate, during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of Association to be held; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in the general meeting.

REASONS FOR BUY-BACKS

The Directors believe that Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy back its Shares on the Stock Exchange. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share of the Company and/or its earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders as a whole.

FUNDING OF BUY-BACKS

Buy-backs of Shares will be financed out of funds legally available for the purpose in accordance with the Articles of Association and the Cayman Companies Act. The Cayman Companies Act provides that the amount of capital repaid in connection with a share buy-back may be paid out of either the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the buy-back or out of capital (including share premium account and capital redemption reserve) if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business.

IMPACT OF BUY-BACKS

There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the consolidated financial position of the Company as at 31 December 2024, being the date of the latest published audited financial statements of the Company) if the Buy-back Mandate were to be carried out in full at any time during the proposed buy-back period. However, the Directors

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APPENDIX III EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

do not intend to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, nor any of their respective close associates, has any present intention to sell any Shares to the Company under the Buy-back Mandate in the event that the Buy-back Mandate is approved by the Shareholders.

No core connected person (as defined under the Listing Rules) of the Company has notified the Company that he or she or it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Buy-back Mandate is exercised.

Following a buy-back of Shares, the Company may cancel any repurchased Shares and/or hold them as treasury Shares subject to, among others, market conditions and its capital management needs at the relevant time of the buy-back, which may change due to evolving circumstances.

For any treasury Shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below interim measures which include (without limitation) (i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for the treasury Shares deposited with CCASS; (ii) in the case of dividends or distributions (if any and where applicable), withdrawing the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the relevant record date for the dividends or distributions; and (iii) taking any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.

EFFECT OF THE TAKEOVERS CODE

Upon the exercise of the power to repurchase Share pursuant to the Buy-back Mandate, a Shareholder's proportionate interests in the voting rights of the Company increase, and such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and Rule 6 of the Buy-back Code. Accordingly, a Shareholder of group of Shareholders acting in concert could obtain or consolidate control of the Company and, depending on the level of increase of the Shareholders' interests, may become obliged to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.

  • 18 -

APPENDIX III EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

To the best knowledge of the Company, as at the Latest Practicable Date, Mr. Sang Kangqiao was interested in 140,000,000 Shares, representing approximately 25.0% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Buy-back Mandate in full, the shareholding of Mr. Sang would be increased to approximately 27.8% of the issued share capital of the Company, based upon its shareholdings as at the Latest Practicable Date. To the best knowledge and belief of the Directors, such increase would not give rise to an obligation on Mr. Sang to make a mandatory offer under the Takeovers Code. The Directors have no present intention to exercise the Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with 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 Stock Exchange.

SHARE BUY-BACK MADE BY THE COMPANY

Since the Listing Date and up to the Latest Practicable Date, the Company has not bought back any of its Shares (whether on the Stock Exchange or otherwise).

GENERAL

So far as the same may be applicable, the Directors will exercise the Buy-back Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.

The Directors confirmed that neither this explanatory statement nor the Buy-back Mandate has any unusual features.

  • 19 -

APPENDIX III EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

SHARE PRICES

The highest and lowest traded prices for Shares recorded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

Price per Share
Highest traded prices HK$ Lowest traded prices HK$
2024
May 0.72 0.57
June 0.88 0.63
July 0.85 0.64
August 1.55 0.70
September 2.68 1.47
October 2.72 2.00
November 3.00 2.50
December 3.11 2.42
2025
January 4.28 2.99
February 4.30 3.38
March 4.46 2.94
April 4.35 3.65
May (up to the Latest Practicable Date) 3.92 3.32

NOTICE OF ANNUAL GENERAL MEETING

千循科技

Qian Xun Technology Limited

千循科技有限公司

(Formerly known as Ruicheng (China) Media Group Limited 瑞誠(中國)傳媒集團有限公司)
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1640)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Qian Xun Technology Limited (the "Company") will be held at Suite 1201, 12/F, 1111 King's Road, Taikoo Shing, Hong Kong on Wednesday, 25 June 2025 at 11:30 a.m. to pass (with or without amendments) the following ordinary resolutions:

  1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor of the Company for the year ended 31 December 2024.

  2. (A) To re-elect the following retiring directors of the Company (the "Directors"):

i. to re-elect Mr. Sun Changpeng as an executive Director;
ii. to re-elect Ms. Lam Hoi Yan Karen as an independent non-executive Director;
iii. to re-elect Mr. Wong Sincere as an independent non-executive Director; and
iv. to re-elect Mr. Niu Zhongjie as an independent non-executive Director.

(B) To elect Mr. Li Tianzi as an executive Director.
(C) To authorise the board of directors of the Company (the "Board") to fix the remuneration of the Directors.

  1. To re-appoint Prism Hong Kong Limited as the auditor of the Company until the conclusion of the next annual general meeting of the Company and authorise the Board to fix the auditor's remuneration.

  2. 21 -


NOTICE OF ANNUAL GENERAL MEETING

  1. The consider and, if thought fit, to pass (with or without amendments) the following resolutions as ordinary resolutions:

(A) “That:

i. subject to paragraph (iii) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of the Hong Kong Limited (the “Listing Rules”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company (including any sale or transfer of treasury Shares) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

ii. the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

iii. the aggregate number of shares of the Company allotted, and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of:

(a) 20% of the total number of issued shares of the Company as at the date of passing this resolution; and

  • 22 -

NOTICE OF ANNUAL GENERAL MEETING

(b) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the total number of shares of the Company bought back by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the total number shares of the Company in issue as at the date of passing of this resolution),

and the authority pursuant to paragraph (i) of this resolution shall be limited accordingly; and

iv. for the purpose of this resolution:

a) “Relevant Period” means the period from the date of 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 any applicable law of the Cayman Islands or the articles of association of the Company to be held; or

3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

b) “Rights Issue” means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares of the Company subject to such exclusion or other arrangements as the directors of the Company 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, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company.

  • 23 -

NOTICE OF ANNUAL GENERAL MEETING

(B) “That:

i. subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws, the Listing Rules and the Company Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands in this regards, be and is hereby generally and unconditionally approved;

ii. the aggregate number of issued shares of the Company, which may be bought back pursuant to the approval in paragraph (i) above shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly;

iii. subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and

iv. for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

a) the conclusion of the next annual general meeting of the Company;

b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; or

c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

  • 24 -

NOTICE OF ANNUAL GENERAL MEETING

(C) “That:

conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition to the number of issued shares of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the number of issued shares of the Company bought back by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the number of issued shares of the Company as at the date of passing of the said resolutions.”

By Order of the Board
Qian Xun Technology Limited
Sun Changpeng
Chairman and Executive Director

Hong Kong, 27 May 2025

Registered office:
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands

Principal place of business
in Hong Kong:
Flat 2917, 29/F,
1 Hung To Road,
Kwun Tong,
Hong Kong

Notes:

(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.

(ii) In the case of joint holders of any shares in the Company, any one of such joint holders may vote at the above meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, either personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

  • 25 -

NOTICE OF ANNUAL GENERAL MEETING

(iii) In order to be valid, a form of proxy must be deposited at the Company's share registrar in Hong Kong, Union Registrars Limited, Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude Shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

(iv) For the purpose of determining Shareholders who are entitled to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 20 June 2025 to Wednesday, 25 June 2025, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending and voting at the annual general meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Union Registrars Limited, Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, for registration no later than 4:00 p.m. on Thursday, 19 June 2025.

(v) In respect of ordinary resolution numbered 2(A) above, Mr. Sun Changpeng, Ms. Lam Hoi Yan Karen, Mr. Wong Sincere and Mr. Niu Zhongjie shall hold office until the annual general meeting or shall retire by rotation and being eligible, offer themselves for re-election at the above meeting. Details of the above directors are set out in Appendix I to the accompanied circular of the Company dated 27 May 2025.

(vi) In respect of the ordinary resolution numbered 4(A) above, the directors of the Company wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the Shareholders as a general mandate for the purposes of the Listing Rules.

(vii) In respect of ordinary resolution numbered 4(B) above, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to buy back shares of the Company in circumstances where they consider that the buy back would be in the best interest of the Company and Shareholders as a whole. An explanatory statement containing the information necessary to enable Shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the general mandate to buy back shares of the Company, as required by the Listing Rules, is set out in Appendix III to the accompanied circular of the Company dated 27 May 2025.

(viii) Ordinary resolution numbered 4(C) will be proposed to the Shareholders for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the Shareholders of the Company.

As at the date of this notice, the executive Directors are Mr. Sun Changpeng and Mr. Leng Xuejun, and the independent non-executive Directors are Ms. Lam Hoi Yan Karen, Mr. Wong Sincere and Mr. Niu Zhongjie.

  • 26 -