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Seyond Holdings Ltd. — Proxy Solicitation & Information Statement 2026
May 27, 2026
50744_rns_2026-05-27_0e312f6b-05c9-4dee-9d14-1dd0e3c6caca.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

Seyond Holdings Ltd.
圖達通
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2665)
(Warrant Code: 2673)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of Seyond Holdings Ltd. (the "Company") will be held at 4/F, Building 9A, Yangtze River Delta International R&D Community, No. 286 Qinglonggang Road, Xiangcheng District, Suzhou, PRC on Thursday, June 18, 2026 at 9:00 a.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions:
ORDINARY RESOLUTIONS
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To receive, consider and adopt the audited consolidated financial statements and the reports of the directors (the "Directors") and auditor of the Company for the year ended December 31, 2025.
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To re-elect the following persons as Directors:
(i) To re-elect Dr. Bao Junwei as an executive Director.
(ii) To re-elect Dr. Li Yimin as an executive Director.
(iii) To authorize the board of Director (the "Board") to fix the remuneration of the Directors.
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To appoint KPMG as the auditor of the Company following the retirement of Deloitte Touche Tohmatsu and to authorize the Board to determine the remuneration of the auditor of the Company.
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To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(i) subject to paragraph (iii) below, the exercise by the directors of the Company 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 (including any sale or transfer of treasury shares out of treasury) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;
For identification purpose only
(ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company 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;
(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above, otherwise than pursuant to paragraph (i) of this resolution, otherwise than pursuant to:
(1) any Rights Issue (as defined hereinafter);
(2) the grant or exercise of any option or award under any share scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors of the Company, 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; 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 number of issued shares of the Company (excluding treasury shares) as at the date of passing this resolution; and
(b) if the Board is so authorized by the resolutions numbered 5 and 6, the aggregate number of shares of the Company repurchased by the Company subsequent to the passing of the resolution numbered 5 (up to a maximum equivalent to 10% of the number of issued shares of the Company (excluding treasury shares) as at the date of passing the resolution numbered 5),
and the approval shall be limited accordingly; and
(iv) for the purpose of this resolution:
(1) "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;
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(b) the expiry 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; or
(c) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;
(2) "Rights Issue" means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the directors of the Company to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognized regulatory body or any stock exchange applicable to the Company).
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
THAT:
(i) subject to paragraph (ii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined hereinafter) of all the powers of the Company to repurchase shares and outstanding warrants of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares and warrants of the Company may be listed and which is recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities of the Stock Exchange (the "Listing Rules"), be and is hereby generally and unconditionally approved;
(ii) the aggregate number of the 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 of the Company (excluding treasury shares) as at the date of passing of this resolution and the aggregate number of the warrants to be repurchased pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the total number of outstanding warrants as at the date of passing of this resolution, and the said approval shall be limited accordingly;
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(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and
(iv) for the purpose of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiry 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; or
(3) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the resolutions numbered 4 and 5 set out in this notice being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and/or otherwise deal with new shares of the Company (including any sales or transfer of treasury shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the resolution numbered 4 set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the number of the issued shares of the Company repurchased by the Company under the authority granted pursuant to the resolution numbered 5 set out in this notice, provided that such extended amount shall represent up to 10% of the number of issued shares of the Company (excluding treasury shares) as at the date of passing of the said resolutions.”
By order of the Board
Seyond Holdings Ltd.
Dr. Bao Junwei
Executive Director, Chairman, President
and Chief Executive Office
Hong Kong, May 27, 2026
As of the date of this notice, the Board comprises Dr. Bao Junwei (鲍君威) and Dr. Li Yimin (李義民) as executive Directors, and Dr. Chen Changling (陳長齡), Dr. Costas John Spanos and Dr. Maximilian Ibel as independent non-executive Directors.
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Notes:
(i) Unless specifically indicated, details of the resolutions are set out in the circular of the Company dated May 27, 2026. Terms used herein shall have the same meanings as defined in the circular.
(ii) A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.
(iii) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but not less than 48 hours before the time appointed for holding the AGM (i.e. before 9:00 a.m. on Tuesday, June 16, 2026) or any adjournment thereof. Return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting if they so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
(iv) All persons who are registered holders of shares of the Company on Thursday, June 18, 2026 (Hong Kong time) will be entitled to attend and vote at the meeting.
(v) Where there are joint holders of any Shares, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares will alone be entitled to vote in respect thereof.
(vi) The register of members of the Company will be closed from Monday, June 15, 2026 to Thursday, June 18, 2026, both days inclusive, in order to determine the eligibility of shareholders to attend and vote at the AGM, during which period no share transfers will be registered and the record date will be on Thursday, June 18, 2026. To be eligible to attend the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, June 12, 2026.
(vii) Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the AGM.
(viii) In respect of the resolutions numbered 4 to 6 above, the directors of the Company wish to state that they have no immediate plans to repurchase any Shares or Warrants or issue any new Shares pursuant to the relevant mandate.
(ix) In respect of the resolution numbered 5 above, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to repurchase Shares and Warrants in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders 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 and warrants, as required by the Listing Rules, is set out in Appendix I to the circular of the Company dated May 27, 2026.
(x) The resolution numbered 6 will be proposed to the shareholders of the Company for approval provided that the resolutions numbered 4 and 5 are passed by the shareholders of the Company.
(xi) With reference to the resolution numbered 2 above, Dr. Bao Junwei and Dr. Li Yimin shall retire and being eligible, offered themselves for re-election at the AGM. Details of the above retiring directors are set out in Appendix II to the circular of the Company dated May 27, 2026.