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Qunabox Group Limited — Proxy Solicitation & Information Statement 2026
Apr 27, 2026
49562_rns_2026-04-27_f53da6b9-8fcf-451f-9523-adba1b2649fe.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 Qunabox Group Limited (趣致集團), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Qunabox Group Limited
趣致集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 0917)
(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(3) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR;
(4) PROPOSED CHANGE OF AUDITOR;
(5) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW ARTICLES OF ASSOCIATION; AND NOTICE OF ANNUAL GENERAL MEETING
Capitalized terms used herein shall have the meanings set out in the section headed “Definitions” on pages 1 to 4 of this circular.
A notice convening the Annual General Meeting of Qunabox Group Limited (趣致集團) to be held at the conference room, 17/F, Wentong International Plaza, 398 Guiyang Road, Yangpu District, Shanghai, the PRC on Friday, May 22, 2026 at 10:00 a.m. is set out on pages AGM-1 to AGM-7 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.zzss.com).
Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. at or before 10:00 a.m. on Wednesday, May 20, 2026) or any adjournment thereof. 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 shall be deemed to be revoked. For the avoidance of doubt, holders of treasury Shares, if any, shall abstain from voting at the Annual General Meeting in connection with such treasury Shares.
References to time and dates in this circular are to Hong Kong time and dates.
April 27, 2026
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
Introduction 5
General Mandate to Issue Shares 6
Repurchase Mandate to Repurchase Shares 6
Re-election of Retiring Directors 7
Proposed Appointment of Executive Director 8
Proposed Change of Auditor 9
Proposed Amendments to the Articles of Association and Adoption of the New Articles of Association 11
Closure of Register of Members 11
Notice of Annual General Meeting 11
Form of Proxy 11
Voting by Poll 12
Recommendation 12
Responsibility Statement 13
APPENDIX I - DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND APPOINTMENT I-1
APPENDIX II - EXPLANATORY STATEMENT II-1
APPENDIX III - PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION III-1
NOTICE OF ANNUAL GENERAL MEETING AGM-1
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting"
the annual general meeting of the Company to be held at the conference room, 17/F, Wentong International Plaza, 398 Guiyang Road, Yangpu District, Shanghai, the PRC on Friday, May 22, 2026 at 10:00 a.m. or any adjournment thereof, the notice of which is set out on pages AGM-1 to AGM-7 of this circular
"Articles of Association"
the fourth amended and restated memorandum and articles of association of the Company conditionally adopted on May 5, 2024 with effect from the Listing Date and as amended, supplemented or otherwise modified from time to time
"Audit Committee"
the audit committee of the Board
"Beyond Branding"
Beyond Branding Limited, a limited liability company incorporated in the BVI on June 10, 2021, wholly owned by Jovie Trust, and one of the controlling Shareholders
"Board"
the board of Directors
"BVI"
the British Virgin Islands
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"Chairwoman"
the chairwoman of the Board
"China" or "PRC"
the People's Republic of China, except where the context requires otherwise and only for the purposes of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Companies Act"
the Companies Act (As Revised) of the Cayman Islands, as amended or supplemented or otherwise modified from time to time
- 1 -
DEFINITIONS
"Company"
Qunabox Group Limited (趣致集團), an exempted company with limited liability incorporated in the Cayman Islands on June 15, 2021, and the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 0917)
"Concert Party(ies)"
refers to Ms. YIN Juehui, Ms. YIN Juelian, Mr. CAO Liwen, Mr. HUANG Aihua, Mr. QIAN Jun and Mr. WU Wenhong, and “Concert Party” means any one of them
"Director(s)"
the director(s) of the Company
"General Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or otherwise deal with Shares (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution granting the General Mandate
"Group", "our", "we" or "us"
the Company and its subsidiaries and branch companies from time to time or, where the context so requires, in respect of the period prior to the Company became the holding company of its present subsidiaries and branch companies, such subsidiaries as if they were subsidiaries of the Company at the relevant time
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Jovie Trust"
a trust established on August 27, 2021 by Ms. YIN Juehui as the settlor and one of the beneficiaries
"Kiosk Joy"
Kiosk Joy Holding Limited, a limited liability company incorporated in the BVI on June 10, 2021, wholly owned by Liwen Trust, and one of the controlling Shareholders
- 2 -
DEFINITIONS
"Latest Practicable Date"
April 17, 2026, being the latest practicable date prior to the finalisation of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Date"
May 27, 2024, the date on which the Shares were listed on the Stock Exchange and dealings in the Shares on the Main Board of the Stock Exchange first commenced
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
"Liwen Trust"
a trust established on September 24, 2021 by Mr. CAO Liwen as the settlor and the beneficiary
"NeoBox"
NeoBox Holding Limited, a limited liability company incorporated in the BVI on June 10, 2021, wholly owned by NeoWay Holding Limited, which is in turn wholly owned by Mr. HUANG Aihua, and one of the controlling Shareholders
"New Articles of Association"
the fifth amended and restated memorandum and articles of association of the Company consolidating and incorporating the proposed amendments to be adopted by the Shareholders at the Annual General Meeting as set out in Appendix III to this circular
"Nomination Committee"
the nomination committee of the Board
"Remuneration Committee"
the remuneration committee of the Board
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution granting the Repurchase Mandate
"RMB"
Renminbi, the lawful currency of China
"R&D"
research and development
- 3 -
- 4 -
DEFINITIONS
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Shanghai Quna"
Shanghai Quna Network Technology Co., Ltd.* (上海趣致網絡科技有限公司), a limited liability company established under the laws of the PRC on July 18, 2013 and a subsidiary of the Company
"Share(s)"
ordinary share(s) in the share capital of the Company with a par value of US$0.00001 each
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
"Stock Incentive Plan"
the stock incentive plan of the Company approved and adopted by the Company on September 22, 2021
"Takeovers Code"
the Code on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong, as amended, supplemented or otherwise modified from time to time
"treasury Shares"
has the meaning ascribed to it under the Listing Rules
"United States"
the United States of America, its territories and possessions, any State of the United States, and the District of Columbia
"US$"
United States dollars, the lawful currency of the United States
"%"
per cent
In this circular, the English names of the PRC established companies or entities are translations and/or transliterations of their Chinese names and are included herein for identification purposes only. In the event of any inconsistency between the Chinese names and their English translations and/or transliterations, the Chinese version shall prevail.
LETTER FROM THE BOARD

Qunabox Group Limited
趣致集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 0917)
Executive Directors:
Ms. YIN Juehui (Chairwoman and Chief Executive Officer)
Mr. HUANG Aihua
Non-executive Director:
Mr. DAI Jianchun
Independent Non-executive Directors:
Dr. CHE Lufeng
Mr. ZHU Lin
Dr. YANG Bo
Registered Office:
PO Box 309
Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Head Offices and Principal Places of Business in China:
17/F, Wentong International Plaza
398 Guiyang Road
Yangpu District
Shanghai
PRC
5-205, Building 5
No. 16 Angel Avenue
Anji County
Huzhou
Zhejiang
PRC
Principal Place of Business in Hong Kong:
31/F., Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
April 27, 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(3) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR;
(4) PROPOSED CHANGE OF AUDITOR;
(5) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW ARTICLES OF ASSOCIATION; AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with the notice of the Annual General Meeting and the following proposals to be put forward at the Annual General Meeting, among other matters, (1) the granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (2) the re-election of retiring Directors; (3) the appointment of executive Director; (4) the change of the auditor of the Company; and (5) the amendments to the Articles of Association and the adoption of the New Articles of Association.
LETTER FROM THE BOARD
GENERAL MANDATE TO ISSUE SHARES
In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares (including any sale or transfer of treasury Shares out of treasury), approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue Shares. At the Annual General Meeting, an ordinary resolution numbered 4(A) will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with the additional Shares (including any sale or transfer of treasury Shares out of treasury) in the share capital of the Company not exceeding 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the resolution in relation to the General Mandate.
As at the Latest Practicable Date, 264,898,646 Shares (excluding treasury shares) have been issued by the Company. Subject to the passing of the ordinary resolution numbered 4(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Directors will be authorized to issue a maximum of 52,979,729 Shares.
In addition, subject to a separate approval of the ordinary resolution numbered 4(C), the number of Shares repurchased by the Company under ordinary resolution numbered 4(B) will also be added to extend the General Mandate as mentioned in ordinary resolution numbered 4(A) provided that such additional value shall represent up to 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing the resolutions in relation to the General Mandate and Repurchase Mandate. The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the General Mandate.
The General Mandate will continue to be in force from the passing of the said resolution until whichever the following first occurs: (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 any applicable laws or the Articles of Association to be held; and (iii) the revocation or variation of such mandate by passing of an ordinary resolution by the Shareholders at a general meeting.
Subject to the approval of Shareholders, the Company may only use the General Mandate for the sale or transfer of treasury Shares.
REPURCHASE MANDATE TO REPURCHASE SHARES
In addition, an ordinary resolution numbered 4(B) will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the resolution in relation to the Repurchase Mandate. The Directors hereby state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.
LETTER FROM THE BOARD
The Repurchase Mandate will expire upon 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 any applicable laws or the Articles of Association to be held; and (iii) the revocation or variation of such mandate by passing of an ordinary resolution by the Shareholders at a general meeting.
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II 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.
As at the Latest Practicable Date, there were 264,898,646 Shares (excluding treasury Shares) in issue. Subject to the passing of the ordinary resolution numbered 4(B) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to repurchase a maximum of 26,489,864 Shares.
RE-ELECTION OF RETIRING DIRECTORS
Pursuant to Article 26.4 of the Articles of Association, at every 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 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 retain office until the close of the meeting at which such Director retires and shall be eligible for re-election at such meeting. The Company at any annual general meeting at which any Directors retire may fill the vacated office by electing a like number of persons to be Directors.
Accordingly, Mr. HUANG Aihua, Mr. DAI Jianchun and Dr. YANG Bo will retire by rotation and retain office as the Directors until the close of the Annual General Meeting, and being eligible, offer themselves for re-election at the Annual General Meeting.
Details of the above 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.
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LETTER FROM THE BOARD
PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR
Reference is made to the announcement of the Company dated April 23, 2026.
The Board announces that the Board has proposed the appointment of Mr. QIAN Jun as a candidate for executive Director to fill the vacancy on the Board left by Mr. CAO Liwen with effect from the conclusion of the Annual General Meeting, subject to the approval by the Shareholders.
Details of Mr. QIAN Jun are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.
Procedure and Process for Nomination of Directors
The Nomination Committee recommends to the Board for the appointment of a Director (including an independent non-executive Director) in accordance with the following selection criteria and nomination procedures:
Selection Criteria
The Nomination Committee will evaluate, select and recommend candidate(s) for directorships to the Board by giving due consideration to criteria, having due regard to the benefits of diversity on the Board, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, sufficient time to effectively carry out their duties, their services on other listed and non-listed companies which should be limited to reasonable numbers, qualifications including accomplishment and experience in the relevant industries the Company's business is involved in, independence, reputation for integrity, potential contributions that the individual(s) can bring to the Board and commitment to enhance and maximize Shareholders' value.
Nomination Process
(a) The Nomination Committee will develop a list of desirable skills, perspectives and experience at the outset to focus the search effort giving due consideration to the current composition and size of the Board.
(b) The Nomination Committee will consult any source it deems appropriate in identifying or selecting suitable candidates, such as referrals from existing Directors, advertising, recommendations from an independent agency firm and proposals from the Shareholders with due consideration given to the above selection criteria.
(c) The Nomination Committee will adopt any process it deems appropriate in evaluating the suitability of the candidates, such as interviews, background checks, presentations and third-party reference checks.
LETTER FROM THE BOARD
(d) Upon considering a candidate suitable for the directorship, the Nomination Committee will hold a meeting and/or by way of written resolutions to, if thought fit, approve the recommendation to the Board for appointment.
(e) The Nomination Committee will provide the relevant information of the selected candidate to the Remuneration Committee for consideration of the remuneration package of such selected candidate.
(f) The Nomination Committee will make the recommendation to the Board in relation to the proposed appointment and the Remuneration Committee will make the recommendation to the Board on the policy and structure for the remuneration.
(g) The Board will have the final authority on determining the selection of nominees.
Recommendation of the Nomination Committee
In accordance with the terms of reference of the Nomination Committee and the director nomination policy of the Company, the Nomination Committee has evaluated the background, expertise, experience, performance, time commitment and contribution of each of the retiring Directors during their years of services.
In the evaluation, the Nomination Committee is of the opinion that each of the retiring Directors has contributed positively to the Board with his extensive knowledge and experience in various fields that are relevant to the Company's business. In addition, the retiring Directors' diversity of experience has enabled them to provide valuable and diverse views as well as relevant insights to the Board and to contribute to the diversity of the Board.
The Board, having considered the recommendation of the Nomination Committee, has proposed the re-election of Mr. HUANG Aihua, Mr. DAI Jianchun and Dr. YANG Bo, and the appointment of Mr. QIAN Jun. Such proposals will be put forward at the Annual General Meeting for the Shareholders' consideration and approval by way of ordinary resolutions. The Board also believes that the Directors who are seeking re-election and appointment at the Annual General Meeting have the qualifications and related expertise that will continue to generate significant contributions to the Company and the Shareholders as a whole.
PROPOSED CHANGE OF AUDITOR
Reference is made to the announcement of the Company dated April 23, 2026.
The Board announces that the Board and the Audit Committee have received a letter (the "Letter") dated April 23, 2026 from Ernst & Young stating that they would not be seeking re-appointment (the "Retirement") as the auditor of the Company for the year ending December 31, 2026 at the Annual General Meeting. As stated in the Letter, in reaching the decision of the Retirement, Ernst & Young had considered a number of factors including the Group's business expansion, the resulting increase in audit effort, the level of audit fees and their available internal resources in the light of current workflows. The Board is of the view that the Retirement and the proposed appointment of new auditor of the Company serve as
LETTER FROM THE BOARD
good corporate governance practice to maintain the independence of the Company's auditor and is in the best interests of the Company and its Shareholders as a whole. Ernst & Young has confirmed that there are no circumstances connected with their Retirement that should be brought to the attention of the Shareholders or creditors of the Company.
The Board and the Audit Committee have confirmed that there is no disagreement between Ernst & Young and the Company, and there is no other matter in respect of the Retirement that needs to be brought to the attention of the Shareholders. The Board would like to take this opportunity to express its sincere gratitude to Ernst & Young for its services rendered to the Company over the past years.
The Board has resolved, with recommendation from the Audit Committee, to propose the appointment of Zhonghui Anda CPA Limited ("Zhonghui") as the new auditor of the Company following the retirement of Ernst & Young with effect from the conclusion of the Annual General Meeting, subject to the approval of the Shareholders at the Annual General Meeting.
The Audit Committee has considered a number of factors when recommending Zhonghui as the new auditor of the Company to the Board, including (i) its experience in providing audit services for companies listed on the Stock Exchange, its industry knowledge, technical competence and its familiarity with the requirements of the Listing Rules and the Hong Kong Financial Reporting Standards; (ii) its resources and capability including manpower and time; (iii) its independence and objectivity; (iv) its audit fee; (v) its market reputation; and (vi) the guidelines issued by the Accounting and Financial Reporting Council.
The estimated audit fee payable to Zhonghui for the audit of the consolidated financial statements of the Company and its subsidiaries for the financial year ending December 31, 2026 is expected to be in the range of approximately RMB1.5 million to RMB2 million (exclusive of out-of-pocket expenses).
The estimated audit fee has been determined after due consideration and arm's length negotiations between the Company and Zhonghui, taking into account, among other things, the size, nature and complexity of the Group's business operations, the expected scope of the audit (covering the consolidated financial statements prepared in accordance with International Financial Reporting Standards), the audit timetable, and the level and mix of professional staff to be deployed. The estimated audit fee also assumes that there will be no material change in the Group's operations, accounting policies or regulatory environment during the financial year, and that the Company will provide timely and adequate assistance and information as reasonably required for the purposes of the audit.
Unless there is a material change in the basis or assumptions set out above, the final audit fee should not deviate materially from the estimated amount initially disclosed. In the event of any material change, the Company will make further disclosure as appropriate.
An ordinary resolution in respect of the change of the auditor of the Company will be proposed at the Annual General Meeting for consideration and approval by the Shareholders.
- 10 -
LETTER FROM THE BOARD
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF THE NEW ARTICLES OF ASSOCIATION
The Board proposed to make certain amendments to the Articles of Association with a view to (i) providing flexibility for the Company to conduct general meetings with the use of virtual meeting technology; (ii) enabling voting by electronic means; and (iii) making certain other housekeeping amendments to align the Articles of Association with the Listing Rules and prevailing market practices.
A special resolution numbered 5 will be proposed at the Annual General Meeting to approve the proposed amendments to the Articles of Association and the adoption of the New Articles of Association. The details of the proposed amendments to the Articles of Association are set out in Appendix III to this circular.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the entitlement of the Shareholders to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, May 19, 2026 to Friday, May 22, 2026 (both days inclusive), during which no transfer of Shares will be effected. The record date for determining the eligibility to attend and vote at the Annual General Meeting will be Friday, May 22, 2026. In order to be eligible to attend and vote at the Annual General Meeting, the Shareholders must deliver all properly completed transfer forms accompanied by the relevant share certificates to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration of the relevant transfers not later than 4:30 p.m. on Monday, May 18, 2026.
NOTICE OF ANNUAL GENERAL MEETING
Set out on pages AGM-1 to AGM-7 of this circular is the notice of the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to the Shareholders to consider and approve (1) the granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (2) the re-election of retiring Directors; (3) the appointment of executive Director; (4) the change of the auditor of the Company; and (5) the approval of the amendments to the Articles of Association and the adoption of the New Articles of Association by way of passing a special resolution.
FORM OF PROXY
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 (www.hkexnews.hk) and the website of the Company (www.zzss.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor,
LETTER FROM THE BOARD
Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. at or before 10:00 a.m. on Wednesday, May 20, 2026) or any adjournment thereof. 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 should you so wish, and in such event, the form of proxy shall be deemed to be revoked.
VOTING BY POLL
There is no Shareholder who has any material interest in the resolutions to be put forward at the Annual General Meeting, therefore none of the Shareholders is required to abstain from voting on such resolutions. For the avoidance of doubt, holders of treasury Shares shall abstain from voting at the Annual General Meeting in connection with such treasury Shares.
Pursuant to Rule 13.39(4) of the Listing Rules and Article 19.7 of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a 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 the Annual General Meeting will be taken by way of poll.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative, shall have one vote for every fully paid Share of which he/she/it is the holder. 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.
An announcement on the poll results will be made by the Company after the Annual General Meeting on the manner prescribed under Rule 13.39(5) of the Listing Rules.
RECOMMENDATION
The Directors consider that the proposed resolutions for (1) the granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (2) the re-election of retiring Directors; (3) the appointment of executive Director; (4) the change of the auditor of the Company; and (5) the amendments to the Articles of Association and the adoption of the New Articles of Association 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 resolutions to be proposed at the Annual General Meeting.
LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Yours faithfully,
By order of the Board
Qunabox Group Limited
(趣致集團)
Ms. YIN Juehui
Chairwoman, Executive Director and Chief Executive Officer
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND APPOINTMENT
The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.
As at the Latest Practicable Date, save as disclosed herein, none of the following Directors had any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed herein, as at the Latest Practicable Date, none of the following Directors holds any position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, nor do they have any major appointment or professional qualification. Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules).
Save as disclosed herein, as at the Latest Practicable Date, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders, and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.
EXECUTIVE DIRECTORS
Mr. HUANG Aihua (黄爱華) (“Mr. HUANG”), aged 49, is an executive Director and the chief technology officer of our Group. He joined our Group in April 2015 as the chief technology officer and was appointed as our Director in September 2021. He was redesignated as an executive Director on August 23, 2023. He is responsible for technological R&D for our products and day-to-day management of our R&D department.
Mr. HUANG has more than 19 years of experience in computer programming and software development. From March 2010 to April 2015, he served as a director and chief technology officer of Guangzhou Jiubang Digital Technology Co., Ltd. (廣州市久邦數碼科技有限公司). From 2007 to 2010, he worked at AT&T Mobile, responsible for mobile communication platform architecture design and software development.
Mr. HUANG obtained his bachelor’s degree in science majoring in microelectronics from Peking University (北京大學) in the PRC in July 1998. He obtained his master’s degree in microelectronics and solid state electronics from Peking University in June 2001. He further obtained his second master’s degree in science from North Carolina State University in the United States in December 2003.
Mr. HUANG as an executive Director has signed a service contract with the Company for an initial term of three years until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other party not less than one month’s prior notice in writing. Under the employment contract in relation to Mr. HUANG’s employment with Shanghai Quna, Mr. HUANG is entitled to an annual salary amounting to RMB480,000.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND APPOINTMENT
This remuneration includes the fees payable to Mr. HUANG as an executive Director. No further remuneration will be paid to Mr. HUANG for the role as an executive Director under the terms of the service contract. Mr. HUANG's remuneration was determined by the Board with reference to his experience and qualifications, level of responsibility, performance and the time devoted to the business of the Company, and the prevailing market conditions. Mr. HUANG's appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association and the applicable Listing Rules.
As at the Latest Practicable Date, NeoBox is holding 4,409,592 Shares, representing approximately 1.66% of the entire issued share capital of the Company. NeoBox is wholly owned by NeoWay Holding Limited, which is in turn wholly owned by Mr. HUANG. As such, Mr. HUANG is deemed to be interested in the Shares held by NeoBox under the SFO. On June 27, 2023, Ms. YIN Juehui, Ms. YIN Juelian, Mr. CAO Liwen, Mr. WU Wenhong, Mr. HUANG and Mr. QIAN Jun entered into an acting-in-concert agreement pursuant to which the signing parties have confirmed that they had been acting in concert by aligning their votes and following Ms. YIN Juehui's directions when exercising their voting rights at the Shareholders' meetings in the Group since they became interested in Shanghai Quna, respectively. As at the Latest Practicable Date, Mr. HUANG is also interested in 98,751,804 Shares held by other Concert Parties. Additionally, Mr. HUANG is entitled to receive up to 4,000,000 Shares pursuant to the exercise of options granted to him under the Stock Incentive Plan, subject to the terms and conditions of these options. As at the Latest Practicable Date, the options have not yet been exercised.
Mr. QIAN Jun (錢俊) ("Mr. QIAN"), aged 45, is a senior vice president of the Group, and is responsible for overseeing business operations and managing organizational processes. He is currently a director of various subsidiaries of the Company.
Mr. QIAN joined the Group in July 2013 and has been serving as a senior vice president of the Group since then. Prior to joining the Group, he served as a department manager at Shanghai Suteng Information Technology Co., Ltd. (上海蘇騰信息科技有限公司) from February 2004 to June 2013. From July 2002 to January 2004, he served as a software engineer at the Shanghai branch of Beijing Zhongxun Quntong Technology Co., Ltd. (北京中迅群通科技有限公司).
Mr. QIAN obtained his bachelor's degree in computer science and technology from Southwest Jiaotong University (西南交通大學) in June 2002.
Subject to the approval of the Shareholders at the Annual General Meeting, Mr. QIAN will enter into a service contract with the Company for a term of three years commencing from the date of the Annual General Meeting and will be subject to retirement by rotation and re-election at least once every three years in accordance with the Articles of Association. Mr. QIAN's remuneration as an executive Director will be determined in accordance with the Company's remuneration policy, Mr. QIAN's duties and level of responsibilities with the Group for the relevant position and the prevailing market conditions.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND APPOINTMENT
As at the Latest Practicable Date, (i) Mr. QIAN is deemed to be interested in 4,409,592 Shares beneficially owned by Q-robot shop Limited (“Q-robot shop”) by virtue of him being the sole beneficial owner of Q-robot shop under the SFO; (ii) Mr. QIAN is a party to an acting-in-concert agreement dated June 27, 2023 entered into among Mr. QIAN, Ms. YIN Juehui, Ms. YIN Juelian, Mr. CAO Liwen, Mr. WU Wenhong, and Mr. HUANG Aihua (the “Concert Parties”), pursuant to which the parties thereto have confirmed that they had been acting in concert by aligning their votes and following Ms. YIN Juehui’s direction when exercising voting rights at the Group’s shareholders’ meetings since establishment. As such, Mr. QIAN is deemed to be interested in 98,751,804 Shares held by other Concert Parties under the SFO; and (iii) Mr. QIAN is entitled to receive up to 2,500,000 Shares pursuant to the exercise of options granted to him under the Stock Incentive Plan, subject to the terms and conditions of these options.
NON-EXECUTIVE DIRECTOR
Mr. DAI Jianchun (戴達春) (“Mr. DAI”), aged 49, is a non-executive Director. He joined our Group as a director of Shanghai Quna in March 2014. He was appointed as our Director in September 2021, and was redesignated as a non-executive Director on August 23, 2023.
Mr. DAI has more than 20 years of experience in capital markets and equity investment management. Since January 2020, he has served as a deputy general manager at Ferry Equity Investment Management (Shanghai) Co., Ltd. (源渡股權投資管理(上海)有限公司). Since February 2017, he has served as the representative of the executive partner of Hainan Ferry Phase III Venture Capital Investment Partnership (Limited Partnership) (海南源渡三期創業投資基金合夥企業(有限合夥)). From August 2013 to December 2019, he worked as an investment director at Wuxi Ferry Equity Investment Management Limited (無錫源渡股權投資管理有限公司). From April 2011 to July 2013, he worked as an investment director at Wuxi Ferry VC Consulting Limited (無錫沅渡創業諮詢有限公司). From April 2010 to March 2011, he worked as an investment director at Wuxi Ferry VC Consulting Co., Ltd. (無錫沅渡投資諮詢有限公司). From August 2002 to September 2006, he worked in the capital markets department at China Citic Bank Corporation Limited (中信銀行股份有限公司).
Mr. DAI obtained his bachelor’s degree in management information systems from Tsinghua University (清華大學) in the PRC in July 2000. He obtained his master’s degree in quantitative economics from Tsinghua University in the PRC in July 2002.
Mr. DAI as a non-executive Director has signed a service contract with the Company for an initial term of three years until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other party not less than one month’s prior notice in writing. Mr. DAI will not receive any remuneration in connection with his role as a non-executive Director under the terms of the service contract. Mr. DAI’s appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association and the applicable Listing Rules.
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APPENDIX I
DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION AND APPOINTMENT
INDEPENDENT NON-EXECUTIVE DIRECTOR
Dr. YANG Bo (楊波) (“Dr. YANG”), aged 50, is an independent non-executive Director. He was appointed as an independent non-executive Director on August 23, 2023 with effect from the Listing Date. He is responsible for providing independent advice and judgment to the Board.
Dr. YANG has more than 27 years of experience in education. Since August 2025, he has served as an independent director of Shanxi C&Y Pharmaceutical Group Co., Ltd. (山西仟源醫藥集團股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 300254). Since April 2023, he has served as an independent director of Suning.com Co., LTD. (蘇寧易購集團股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002024). Since June 1998, he has worked at Nanjing University Business School (南京大學商學院), with his current position being an associate professor.
Dr. YANG obtained his bachelor's degree in economics majoring in business management from Nanjing University (南京大學) in the PRC in June 1998. He further obtained his master's degree in business administration from the Maastricht School of Management in the Netherlands in August 2002. He obtained another master's degree in economics majoring in finance from Nanjing University in June 2003. He further obtained his doctor's degree in finance from Nanjing University in June 2009. Dr. YANG obtained his teaching qualification for higher education from the Jiangsu Education Department (江蘇省教育廳) in November 2010.
Dr. YANG as an independent non-executive Director has signed an appointment letter with the Company for an initial term of three years with effect from the Listing Date until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other party not less than one month's prior notice in writing. Under the appointment letter, Dr. YANG is entitled to a Director's fee of HK$180,000 per annum as determined by the Board with reference to his duties and responsibilities in the Company, the prevailing market rate and the remuneration policy of the Company. Dr. YANG's appointment is subject to the provisions of retirement and rotation of Directors under the Articles of Association and the applicable Listing Rules.
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APPENDIX II
EXPLANATORY STATEMENT
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
LISTING RULES
The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:
(i) the shares to be repurchased by a company must be fully paid-up;
(ii) the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and
(iii) all on market repurchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchase, and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules.
SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 264,898,646 Shares (excluding treasury Shares). Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 26,489,864 Shares, which represent 10% of the total number of issued Shares (excluding any treasury Shares) during the period ending on the earlier 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 any applicable laws or the Articles of Association to be held; and (iii) the date when it is revoked or varied by passing of an ordinary resolution by the Shareholders at a general meeting.
REASONS FOR AND FUNDING OF REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share, and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
APPENDIX II
EXPLANATORY STATEMENT
Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of Shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the Companies Act, out of capital.
The Directors have no present intention to repurchase any Shares, and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors believe that if the Repurchase Mandate is exercised in full, it may not have a material adverse impact on the working capital and/or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Group as at December 31, 2025, being the date to which the latest published audited consolidated financial statements of the Group were made up. 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 and/or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
DIRECTORS, THEIR CLOSE ASSOCIATES AND THE COMPANY'S CORE CONNECTED PERSONS
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates (as defined in the Listing Rules), have any present intention if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.
The Directors will, so far as the same may be applicable, exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands. Neither the explanatory statement in this Appendix II nor the proposed Repurchase Mandate has any unusual features.
No core connected person (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT
TAKEOVERS CODE
If, as a result of any repurchase of Shares pursuant to the Repurchase Mandate, 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. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code) 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. Save as aforesaid, the Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchase pursuant to the Repurchase Mandate.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the Concert Parties were deemed to be interested in 38.83% of the issued share capital of the Company. In the event that the Directors should exercise in full the Repurchase Mandate, the shareholding of the Concert Parties in the Company will be increased to approximately 43.12% of the issued share capital of the Company. To the best knowledge and belief of the Directors, such increase would give rise to an obligation of the Concert Parties together with the relevant holding vehicles (i.e. Jovie Holding Limited, Beyond Branding, Helenatest Holding Limited, Q-robot Holding Limited, Iwan Holding Limited, Kiosk Joy, INSIGMA Limited, NeoWay Holding Limited, NeoBox and Q-robot shop Limited), a group of controlling Shareholders (as defined in the Listing Rules), to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for the Concert Parties together with the relevant holding vehicles (i.e. Jovie Holding Limited, Beyond Branding, Helenatest Holding Limited, Q-robot Holding Limited, Iwan Holding Limited, Kiosk Joy, INSIGMA Limited, NeoWay Holding Limited, NeoBox and Q-robot shop Limited) to make a mandatory offer. Save as disclosed above, the Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.
The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.
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APPENDIX II
EXPLANATORY STATEMENT
GENERAL
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw 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 record date for the dividends or distributions, or take 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.
SHARE REPURCHASE MADE BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company repurchased its own Shares as follows:
| Date of Repurchase | No. of Shares repurchased on the Stock Exchange | Price paid per Share | Aggregate consideration paid | |
|---|---|---|---|---|
| Highest HK$ | Lowest HK$ | HK$ | ||
| 15 December 2025 | 71,900 | 27.98 | 27.50 | 1,997,180 |
| 18 December 2025 | 100,000 | 24.30 | 24.08 | 2,408,854 |
| 19 December 2025 | 101,900 | 25.44 | 25.12 | 2,573,380 |
| 22 December 2025 | 100,000 | 24.82 | 24.80 | 2,481,300 |
| 23 December 2025 | 100,800 | 24.92 | 24.88 | 2,509,450 |
| 29 December 2025 | 150,000 | 24.12 | 23.90 | 3,605,480 |
| 30 December 2025 | 182,200 | 23.52 | 23.20 | 4,258,184 |
APPENDIX II
EXPLANATORY STATEMENT
SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date were as follows:
| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 119.90 | 98.00 |
| May | 110.50 | 82.85 |
| June | 135.60 | 83.00 |
| July | 137.00 | 104.80 |
| August | 112.90 | 79.15 |
| September | 87.00 | 58.05 |
| October | 59.85 | 34.10 |
| November | 40.32 | 29.66 |
| December | 36.00 | 21.42 |
| 2026 | | |
| January | 37.00 | 21.64 |
| February | 26.64 | 21.94 |
| March | 22.48 | 15.87 |
| April (up to the Latest Practicable Date) | 21.44 | 15.10 |
APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The following are the proposed amendments to the Articles of Association. Unless otherwise specified, clause, article and paragraph numbers referred to herein are clause, article and paragraph numbers of the Articles of Association.
| Article No. | Amendments to Original Article | Amended Article | ||
|---|---|---|---|---|
| 2.2 | “Communication Facilities” | means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communication, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other and all Members’ rights to speak and vote at the meeting are maintained. | “Communication Facilities” | means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communication, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other and all Members’ rights to speak and vote at the meeting are maintained. |
| “Electronic-Means” | Has the same meaning as in the Electronic Transactions Act, means sending or otherwise making the communication available to the intended recipients in electronic format. | “Electronic” | has the same meaning as in the Electronic Transactions Act. | |
| “Person” | means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires. | “Person” | means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires. |
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APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article No. | Amendments to Original Article | Amended Article | ||
|---|---|---|---|---|
| “Present” | means, in respect of any Person, such Person's presence at a general meeting of Members, which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any Member, a proxy which has been validly appointed by such Member in accordance with the Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with the Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities. | “Present” | means, in respect of any Person, such Person's presence at a general meeting of Members, which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any Member, a proxy which has been validly appointed by such Member in accordance with the Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with the Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities. | |
| “Virtual Meeting” | means any general meeting of Members at which the Members and any other permitted participants of such meeting (including, without limitation, the chairperson of such meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities. | “Virtual Meeting” | means any general meeting of Members at which the Members and any other permitted participants of such meeting (including, without limitation, the chairperson of such meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities. |
APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article No. | Amendments to Original Article | Amended Article |
|---|---|---|
| 5.1 | For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, on giving at least 10 Business Days' notice (or at least 6 Business Days' notice in the case of a Rights Issue) by advertisement published on the Exchange's website or, subject to the Listing Rules, in the manner in which notices may be served by the Company by Electronic ~~M~~means as provided in the Articles or by advertisement published in the newspapers... | For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, on giving at least 10 Business Days' notice (or at least 6 Business Days' notice in the case of a Rights Issue) by advertisement published on the Exchange's website or, subject to the Listing Rules, in the manner in which notices may be served by the Company by Electronic means as provided in the Articles or by advertisement published in the newspapers... |
| 17.1 | The Company shall hold a general meeting as its annual general meeting for each financial year within six months (or such other period as may be permitted by the Listing Rules or the Exchange) after the end of such financial year. An annual general meeting shall be specified as such in the notices calling it, and shall be held at such time and place (which, in the case of a Virtual Meeting, includes a virtual place) as the Directors shall appoint. | The Company shall hold a general meeting as its annual general meeting for each financial year within six months (or such other period as may be permitted by the Listing Rules or the Exchange) after the end of such financial year. An annual general meeting shall be specified as such in the notices calling it, and shall be held at such time and place (which, in the case of a Virtual Meeting, includes a virtual place) as the Directors shall appoint. |
| 17.8 (newly inserted) | The Directors may make Communication Facilities available for a specific general meeting or all general meetings of the Company so that Members and other participants may attend and participate at such general meetings by means of such Communication Facilities. Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting. | The Directors may make Communication Facilities available for a specific general meeting or all general meetings of the Company so that Members and other participants may attend and participate at such general meetings by means of such Communication Facilities. Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting. |
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APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article No. | Amendments to Original Article | Amended Article |
|---|---|---|
| 18.1 | At least 21 clear days’ notice shall be given of any annual general meeting, and at least 14 clear days’ notice shall be given of any extraordinary general meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Every notice shall specify the place (which, in the case of a Virtual Meeting, includes a virtual place), the day and the hour of the meeting, particulars of the resolutions and the general nature of the business to be conducted at the general meeting, and shall be given in the manner set out in Article 42.1, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: | |
| (a) in the case of an annual general meeting, by all of the Members entitled to attend and vote at the meeting; and | ||
| (b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right. | At least 21 clear days’ notice shall be given of any annual general meeting, and at least 14 clear days’ notice shall be given of any extraordinary general meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as a special resolution. Every notice shall specify the place (which, in the case of a Virtual Meeting, includes a virtual place), the day and the hour of the meeting, particulars of the resolutions and the general nature of the business to be conducted at the general meeting, and shall be given in the manner set out in Article 42.1, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: | |
| (a) in the case of an annual general meeting, by all of the Members entitled to attend and vote at the meeting; and | ||
| (b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95% in par value of the Shares giving that right. | ||
| 18.2 (newly inserted) | The notice of any general meeting (including a postponed or reconvened meeting held pursuant to Article 18.6) at which Communication Facilities will be utilised (including any Virtual Meeting) shall specify the Communication Facilities that will be utilised, including the procedures to be followed by any Member or other participant of the general meeting who wishes to utilise such Communication Facilities for the purpose of attending, participating and voting at such meeting. | The notice of any general meeting (including a postponed or reconvened meeting held pursuant to Article 18.6) at which Communication Facilities will be utilised (including any Virtual Meeting) shall specify the Communication Facilities that will be utilised, including the procedures to be followed by any Member or other participant of the general meeting who wishes to utilise such Communication Facilities for the purpose of attending, participating and voting at such meeting. |
| 18.318.4 (re-numbered as 18.4) | If, after the notice of a general meeting has been sent but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time and place (whether physical or virtual) specified in the notice calling such meeting, they may change or postpone the meeting to another date, time and place (whether physical or virtual) in accordance with Article 18.6. | If, after the notice of a general meeting has been sent but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time and place (whether physical or virtual) specified in the notice calling such meeting, they may change or postpone the meeting to another date, time and place (whether physical or virtual) in accordance with Article 18.6. |
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APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article No. | Amendments to Original Article | Amended Article |
|---|---|---|
| 18.518.6 | ||
| (re-numbered as 18.6) | Where a general meeting is postponed in accordance with Article 18.4 or Article 18.5: |
(a) the Company shall endeavour to cause a notice of such postponement, which shall set out the reason for the postponement in accordance with the Listing Rules, to be placed on the Company’s Website and published on the Exchange’s website as soon as practicable, provided that failure to place or publish such notice shall not affect the automatic postponement of a general meeting pursuant to Article 18.4;
(b) the Directors shall fix the date, time and place (whether physical or virtual) for the reconvened meeting and at least seven clear days’ notice shall be given for the reconvened meeting in the manner specified in Article 42.1, and such notice shall specify the date, time and place (which, in the case of a Virtual Meeting, includes a virtual place) at which the postponed meeting will be reconvened, and the date and time by which proxies shall be submitted in order to be valid at such reconvened meeting (provided that any proxy submitted for the original meeting shall continue to be valid for the reconvened meeting unless revoked or replaced by a new proxy); and
(c) only the business set out in the notice of the original meeting shall be transacted at the reconvened meeting, and notice given for the reconvened meeting does not need to specify the business to be transacted at the reconvened meeting, nor shall any accompanying documents be required to be recirculated. Where any new business is to be transacted at such reconvened meeting, the Company shall give a fresh notice for such reconvened meeting in accordance with Article 18.1. | Where a general meeting is postponed in accordance with Article 18.4 or Article 18.5:
(a) the Company shall endeavour to cause a notice of such postponement, which shall set out the reason for the postponement in accordance with the Listing Rules, to be placed on the Company’s Website and published on the Exchange’s website as soon as practicable, provided that failure to place or publish such notice shall not affect the automatic postponement of a general meeting pursuant to Article 18.4;
(b) the Directors shall fix the date, time and place (whether physical or virtual) for the reconvened meeting and at least seven clear days’ notice shall be given for the reconvened meeting in the manner specified in Article 42.1, and such notice shall specify the date, time and place (which, in the case of a Virtual Meeting, includes a virtual place) at which the postponed meeting will be reconvened, and the date and time by which proxies shall be submitted in order to be valid at such reconvened meeting (provided that any proxy submitted for the original meeting shall continue to be valid for the reconvened meeting unless revoked or replaced by a new proxy); and
(c) only the business set out in the notice of the original meeting shall be transacted at the reconvened meeting, and notice given for the reconvened meeting does not need to specify the business to be transacted at the reconvened meeting, nor shall any accompanying documents be required to be recirculated. Where any new business is to be transacted at such reconvened meeting, the Company shall give a fresh notice for such reconvened meeting in accordance with Article 18.1. |
| 19.1 | No business shall be transacted at any general meeting unless a quorum is Present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy Present shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy Present. | No business shall be transacted at any general meeting unless a quorum is Present. Two Members Present shall be a quorum unless the Company has only one Member entitled to vote at such general meeting in which case the quorum shall be that one Member Present. |
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APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article No. | Amendments to Original Article | Amended Article |
|---|---|---|
| 19.3 | If a quorum is not Present within 15 minutes from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be Present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place (whether physical or virtual) or to such other day, time and/or place (whether physical or virtual) as the Directors may determine, and if at the adjourned meeting a quorum is not Present within 15 minutes from the time appointed for the meeting to commence, the Members Present shall be a quorum. | If a quorum is not Present within 15 minutes from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be Present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and/or place (whether physical or virtual) or to such other day, time and/or place (whether physical or virtual) as the Directors may determine, and if at the adjourned meeting a quorum is not Present within 15 minutes from the time appointed for the meeting to commence, the Members Present shall be a quorum. |
| 19.5 (newly inserted) | The chairperson of any general meeting shall be entitled to attend and participate at such general meeting by means of Communication Facilities, and to act as the chairperson, in which event: | |
| (a) the chairperson shall be deemed to be Present at the meeting; and | ||
| (b) if the Communication Facilities are interrupted or fail for any reason to enable the chairperson to hear and be heard by all other Persons attending and participating at the meeting, then the Directors Present at the meeting shall choose another Director Present to act as chairperson of the meeting for the remainder of the meeting; provided that if (i) no other Director is Present at the meeting, or (ii) all the Directors Present decline to take the chair, the meeting shall be automatically adjourned to the same day in the next week and at such time and place (whether physical or virtual) as shall be decided by the Directors. | The chairperson of any general meeting shall be entitled to attend and participate at such general meeting by means of Communication Facilities, and to act as the chairperson, in which event: | |
| (a) the chairperson shall be deemed to be Present at the meeting; and | ||
| (b) if the Communication Facilities are interrupted or fail for any reason to enable the chairperson to hear and be heard by all other Persons attending and participating at the meeting, then the Directors Present at the meeting shall choose another Director Present to act as chairperson of the meeting for the remainder of the meeting; provided that if (i) no other Director is Present at the meeting, or (ii) all the Directors Present decline to take the chair, the meeting shall be automatically adjourned to the same day in the next week and at such time and place (whether physical or virtual) as shall be decided by the Directors. | ||
| 19.519.6 (re-numbered as 19.6) | The chairperson may, with the consent of a meeting at which a quorum is Present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place (whether physical or virtual), but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. | The chairperson may, with the consent of a meeting at which a quorum is Present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place (whether physical or virtual), but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. |
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APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article No. | Amendments to Original Article | Amended Article |
|---|---|---|
| 19.919.10 | ||
| (re-numbered as 19.10) | A poll shall, subject to Article 19.11 19.10, be taken in such manner (including the use of ballot or voting papers or tickets or Electronic means) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was taken as the chairperson directs. No notice needs to be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken. | A poll shall, subject to Article 19.11, be taken in such manner (including the use of ballot or voting papers or tickets or Electronic means) and at such time and place, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was taken as the chairperson directs. No notice needs to be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken. |
| 20.1 | Subject to the Articles and to any rights or restrictions attached to any Shares, at any general meeting every Member Present present in person (or, in the case of a Member being a corporation, by its duly authorized representative) or by proxy shall have (a) the right to speak; (b) one vote on a show of hands; and (c) one vote for every Share of which they are the holder on a poll. | Subject to the Articles and to any rights or restrictions attached to any Shares, at any general meeting every Member Present shall have (a) the right to speak; (b) one vote on a show of hands; and (c) one vote for every Share of which they are the holder on a poll. |
| 21.3 | The Directors shall, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner (including by Electronic Mmeans) by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. | The Directors shall, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner (including by Electronic means) by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. |
| 39.1 | (d) upon expiry of the 12-year period, the Company has caused an advertisement to be published in the newspapers or, subject to the Listing Rules, by Electronic communication in the manner in which notices may be served by the Company by Electronic Mmeans as provided in the Articles, giving notice of its intention to sell such Shares, and a period of three months has elapsed since such advertisement and the Exchange has been notified of such intention. | (d) upon expiry of the 12-year period, the Company has caused an advertisement to be published in the newspapers or, subject to the Listing Rules, by Electronic communication in the manner in which notices may be served by the Company by Electronic means as provided in the Articles, giving notice of its intention to sell such Shares, and a period of three months has elapsed since such advertisement and the Exchange has been notified of such intention. |
| 42.1 | (c) by Electronic Mmeans by transmitting it to any electronic number or address or website supplied by the Member to the Company; | (c) by Electronic means by transmitting it to any electronic number or address or website supplied by the Member to the Company; |
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APPENDIX III
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article No. | Amendments to Original Article | Amended Article |
|---|---|---|
| 42.2 | Any notice or document, including any Corporate Communication: | |
| (a) delivered personally or left at a registered address otherwise than by post shall be deemed to have been served on the day it was so delivered or left; | ||
| (b) sent by post shall be deemed to have been served on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into a post office; and in proving such service it shall be sufficient to prove that the envelope containing the notice or document was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Directors that the envelope containing the notice or document was so addressed and put into such post office shall be conclusive evidence thereof; | ||
| (c) given by Electronic means as provided in the Articles shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations, and it shall not be necessary for the receipt of the Electronic transmission to be acknowledged by the recipient; | ||
| (d) served by being placed on the Company’s Website and the Exchange’s website shall be deemed to be served at such time—the time the notice or document first appears on the Company’s Website and the Exchange’s website, or at such later time as may be prescribed by the Listing Rules; and | ||
| (e) served by advertisement shall be deemed to have been served on the day of issue of the official publication and/or newspapers in which the advertisement is published (or on the last day of issue if the publication and/or newspapers are published on different dates). | Any notice or document, including any Corporate Communication: | |
| (a) delivered personally or left at a registered address otherwise than by post shall be deemed to have been served on the day it was so delivered or left; | ||
| (b) sent by post shall be deemed to have been served on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into a post office; and in proving such service it shall be sufficient to prove that the envelope containing the notice or document was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Directors that the envelope containing the notice or document was so addressed and put into such post office shall be conclusive evidence thereof; | ||
| (c) given by Electronic means as provided in the Articles shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations, and it shall not be necessary for the receipt of the Electronic transmission to be acknowledged by the recipient; | ||
| (d) served by being placed on the Company’s Website and the Exchange’s website shall be deemed to be served at the time the notice or document first appears on the Company’s Website and the Exchange’s website, or at such later time as may be prescribed by the Listing Rules; and | ||
| (e) served by advertisement shall be deemed to have been served on the day of issue of the official publication and/or newspapers in which the advertisement is published (or on the last day of issue if the publication and/or newspapers are published on different dates). |
Note: If the numbering of the articles is changed due to the addition or deletion of certain articles, the numbering of the articles in the Articles of Association shall be adjusted accordingly, including the numbering of other articles quoted in the relevant articles.
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NOTICE OF ANNUAL GENERAL MEETING

Qunabox Group Limited
趣致集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 0917)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting of Qunabox Group Limited (趣致集團) (the "Company") will be held at the conference room, 17/F, Wentong International Plaza, 398 Guiyang Road, Yangpu District, Shanghai, the PRC on Friday, May 22, 2026 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
-
To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries for the year ended December 31, 2025 and the reports of the directors and auditor thereon.
-
(a) To re-elect the following retiring directors of the Company (the "Director(s)"):
(i) To re-elect Mr. HUANG Aihua as an executive Director;
(ii) To re-elect Mr. DAI Jianchun as a non-executive Director; and
(iii) To re-elect Dr. YANG Bo as an independent non-executive Director.
(b) To appoint Mr. QIAN Jun as an executive Director.
(c) To authorize the board of Directors (the "Board") to fix the remuneration of the Directors.
-
To appoint Zhonghui Anda CPA Limited as the auditor of the Company and authorize the Board to fix its remuneration.
-
To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:
(A) "THAT:
(i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company (the "Share(s)") or securities convertible into Shares, or
- AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
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) including any sale or transfer of treasury Shares (where so permitted under the Rules Governing the Listing of Securities on The Stock Exchange of the Hong Kong Limited (the “Listing Rules”) out of treasury) 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 authorization given to the Directors and shall authorize the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period (as defined hereinafter);
(iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to the approval in paragraph (i) above, otherwise than pursuant to:
(1) any Rights Issue (as defined hereinafter);
(2) the grant or exercise of any option under any share 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 and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;
(3) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “Articles of Association”); or
(4) any issue of Shares 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, shall not exceed the aggregate of:
(a) 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of this resolution; and
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
(b) (if the Board is so authorized by resolution numbered 4(C)) the aggregate number of Shares repurchased by the Company subsequent to the passing of resolution numbered 4(B) (up to a maximum equivalent to 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of resolution numbered 4(B)),
and the approval shall be limited accordingly; and
(iv) for the purpose of this resolution:
(a) “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 any applicable laws or the Articles of Association to be held; and
(3) the date when it is revoked or varied by passing of an ordinary resolution by the Shareholders at a general meeting; and
(b) “Rights Issue” means an offer of Shares or an issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares on the register of members 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, 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 recognized regulatory body or any stock exchange applicable to the Company).
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
(B) "THAT:
(i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and which is recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Takeovers and Mergers and Share Buy-backs and, subject to and in accordance with all applicable laws and the Listing Rules, be and is hereby generally and unconditionally approved;
(ii) the aggregate number of Shares to be repurchased pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the total number of issued Shares (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 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 laws or the Articles of Association to be held; and
(c) the date when it is revoked or varied by passing of an ordinary resolution by the Shareholders at a general meeting."
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
(C) “THAT conditional upon the resolutions numbered 4(A) and 4(B) set out in this notice being passed, the general and unconditional mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with new Shares (including any sale or transfer of treasury Shares out of the treasury that are held as treasury Shares) and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to resolution numbered 4(A) set out in this notice be and is hereby extended by the addition to the total number of the issued Shares which may be allotted or agreed conditional or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the total number of the issued Shares repurchased by the Company under the authority granted pursuant to resolution numbered 4(B) set out in this notice, provided that such extended amount shall represent up to 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of the said resolutions.”
- AGM-5 -
NOTICE OF ANNUAL GENERAL MEETING
SPECIAL RESOLUTION
- To consider and approve the resolution as a special resolution that the proposed amendments to the existing fourth amended and restated memorandum and articles of association of the Company (the “Proposed Amendments”), the details of which are set out in Appendix III to the circular of the Company dated April 27, 2026 be and are hereby approved, the fifth amended and restated memorandum and articles of association of the Company (the “New Articles of Association”), incorporating and consolidating all the Proposed Amendments (a printed copy of which being tabled before the meeting and initialled by the chairman of the meeting for the purposes of identification) be and are hereby adopted, confirmed and approved in substitution for and to the exclusion of the existing fourth amended and restated memorandum and articles of association of the Company; and any one Director or registered office provider of the Company be and is hereby authorised to do all things necessary to effect and record the adoption of the New Articles of Association.
By order of the Board
Qunabox Group Limited
(趣致集團)
Ms. YIN Juehui
Chairwoman, Executive Director and Chief Executive Officer
Hong Kong
April 27, 2026
Registered Office:
PO Box 309
Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Principal Place of Business in Hong Kong:
31/F., Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Head Offices and Principal Places of Business in China:
17/F, Wentong International Plaza
398 Guiyang Road
Yangpu District
Shanghai
PRC
5-205, Building 5
No. 16 Angel Avenue
Anji County
Huzhou
Zhejiang
PRC
- AGM-6 -
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(i) Ordinary resolution numbered 4(C) will be proposed to the shareholders of the Company for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the shareholders of the Company.
(ii) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her/its stead. The proxy does not need to be a shareholder of the Company. Holders of treasury Shares, if any, shall abstain from voting at the above meeting in connection with such treasury Shares.
(iii) Where there are joint registered holders of any Shares, any one of such persons may vote at the above meeting or any adjournment thereof, either personally or by proxy, in respect of such Shares as if he/she/it were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
(iv) In order to be valid, the completed form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the above meeting (i.e. at or before 10:00 a.m. on Wednesday, May 20, 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the above meeting or any adjourned meeting thereof if you so wish, and in such event, the form of proxy shall be deemed to be revoked.
(v) For the purpose of determining the entitlement of the shareholders of the Company to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, May 19, 2026 to Friday, May 22, 2026 (both days inclusive), during which period no transfer of Shares will be registered. The record date for determining the eligibility to attend and vote at the meeting will be Friday, May 22, 2026. In order to be eligible to attend and vote at the above meeting, the shareholders of the Company must deliver all properly completed transfer forms accompanied by the relevant share certificates to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration of the relevant transfers no later than 4:30 p.m. on Monday, May 18, 2026.
(vi) In respect of the ordinary resolutions numbered 2(a) above, Mr. HUANG Aihua, Mr. DAI Jianchun and Dr. YANG Bo shall retire and being eligible, offer themselves for re-election as Directors at the above meeting. Details of the above retiring Directors are set out in Appendix I to the circular of the Company dated April 27, 2026.
In respect of the ordinary resolution numbered 2(b) above, the Board proposed to appoint Mr. QIAN Jun as an executive Director at the above meeting. Details of the above Director are set out in Appendix I to the circular of the Company dated April 27, 2026.
(vii) In respect of the ordinary resolution numbered 4(A) above, the Directors wish to state that they have no immediate plan to issue any new Shares referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
(viii) In respect of ordinary resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase Shares in circumstances which they deem appropriate and for the benefits of the shareholders of the Company. The explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own Shares, as required by the Listing Rules, is set out in Appendix II to the circular of the Company dated April 27, 2026.
(ix) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting.
(x) Unless the context otherwise requires, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated April 27, 2026.
As at the date of this notice, the Board comprises (i) Ms. YIN Juehui and Mr. HUANG Aihua as executive Directors; (ii) Mr. DAI Jianchun as non-executive Director; and (iii) Dr. CHE Lufeng, Mr. ZHU Lin and Dr. YANG Bo as independent non-executive Directors.
- AGM-7 -