Suncorp Technologies Limited — Proxy Solicitation & Information Statement 2026

Apr 29, 2026

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 SunCorp Technologies Limited (the “Company”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or other 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.

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Suncorp

SunCorp Technologies Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1063)

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RE-ELECTION OF DIRECTORS,

GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-APPOINTMENT OF AUDITORS

AND

NOTICE OF ANNUAL GENERAL MEETING

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A letter from the board of directors of the Company is set out on pages 3 to 6 of this circular.

A notice convening the 2025 annual general meeting of the Company to be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong on Tuesday, 23 June 2026 at 4:30 p.m. is set out on pages 12 to 16 of this circular.

Whether or not you intend to attend the annual general meeting or any adjourned meeting thereof, 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 and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Delivery of a 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 desire and in such event, the form of proxy previously submitted shall be deemed to be revoked.

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30 April 2026

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RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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.

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CONTENTS

Page

Responsibility Statement ... i
Definitions ... 1
Letter from the Board ... 3
Appendix I – Details of directors proposed to be re-elected at the AGM ... 7
Appendix II – Explanatory statement on repurchase mandate ... 9
Notice of the AGM ... 12
Accompanying document – Form of Proxy

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DEFINITIONS

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

"AGM"
the annual general meeting of the Company to be held at Portion 2, 12/F., The Center, 99 Queen's Road Central, Hong Kong on Tuesday, 23 June 2026 at 4:30 p.m. or any adjournment thereof

"Board"
the board of Directors

"Bye-laws"
the bye-laws of the Company currently in force with amendments thereto from time to time

"Company"
SunCorp Technologies Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1063)

"Director(s)"
the director(s) of the Company

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date"
22 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"PRC"
the People's Republic of China

"SFO"
the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

"Share(s)"
ordinary share(s) of HK$0.006 each in the share capital of the Company

"Shareholder(s)"
holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Subscription Price"
the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option

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• 2 -

DEFINITIONS

"Takeovers Code"
The Code on Takeovers and Mergers of Hong Kong

"treasury share(s)"
shall have the meaning ascribed to it from time to time in the Listing Rules

"%
per cent.

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LETTER FROM THE BOARD

Suncorp

SunCorp Technologies Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1063)

Executive Directors:
Mr. Zhu Yuqi
Mr. Tong Hei Ming Andrew

Independent non-executive Directors:
Mr. Man Yuan
Mr. Ma Kin Ling
Ms. Huang Zhi

Registered office:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda

Head office and principal place
of business in Hong Kong:
Unit 2305, 23/F, The Center
99 Queen's Road Central
Hong Kong

30 April 2026

To the Shareholders,

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS,

GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
RE-APPOINTMENT OF AUDITORS
AND
NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information on resolutions to be proposed at the AGM relating to (i) the re-election of Directors who will retire at the AGM; (ii) the granting of general and unconditional mandates to the Directors for the issue and repurchase of the Shares; and (iii) the re-appointment of auditors of the Company and notice of the AGM at which resolutions will be proposed to consider and, if thought fit, approve the AGM matters.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Board currently consists of five Directors, namely Mr. Zhu Yuqi, Mr. Tong Hei Ming Andrew, Mr. Man Yuan, Mr. Ma Kin Ling and Ms. Huang Zhi. Pursuant to Bye-law 86(2) of the Bye-laws, any Director so appointed by the Board to fill a casual vacancy or as an addition to the Board shall hold office only until the first annual general meeting of the Company after his appointment and be subject to re-election. Pursuant to Bye-law 87(1) of the Bye-laws, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. It is further provided in Bye-law 87(2) that the Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last reelected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Accordingly, Mr. Tong Hei Ming and Mr. Ma Kin Ling shall retire by rotation and being eligible, offer themselves for re-election at the AGM.

Bye-law 88 of the Bye-laws provides that no person, other than a retiring Director, shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting, unless not less than seven (7) days before the date appointed for the meeting there shall have been lodged at the office of the Company a notice in writing signed by a Shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.

As at the Latest Practicable Date, the biographical details for each of the above retiring Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue a supplementary circular to inform Shareholders of the details of the additional candidate proposed.

GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the last annual general meeting of the Company held on 24 June 2025, ordinary resolutions were passed for the granting of general mandates to the Directors, inter alia, (a) to allot, issue and deal with new Shares up to a maximum of 20% of the aggregate number of the issued shares of the Company as at 24 June 2025; and (b) to repurchase Shares in accordance with the Listing Rules up to a maximum of 10% of the aggregate total no. of the issued shares of the Company as at 24 June 2025. The general mandate has not been utilized as at the Latest Practicable Date.

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LETTER FROM THE BOARD

At the AGM, separate ordinary resolutions will be proposed to seek the approval of the Shareholders to grant to the Directors general and unconditional mandates to:

(a) allot, issue and otherwise deal with the Shares up to a maximum of 20% of the aggregate number of the issued shares of the Company (excluding treasury shares) as at the date of passing of the resolution approving the mandate and to allot and issue further Shares to include the aggregate total no. of such Shares (if any) repurchased by the Company pursuant to the repurchase mandate referred to in paragraph (b) below (the “Proposed Issue Mandate”); and

(b) repurchase Shares up to a maximum of 10% of the aggregate number of the issued shares of the Company (excluding treasury shares) as at the date of passing of the resolution approving the mandate (the “Proposed Repurchase Mandate”).

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,538,536,566 Shares. On the basis that no further Shares are issued or repurchased following the Latest Practicable Date and prior to the date of the AGM, the Company will be allowed to issue a maximum of 307,707,313 new Shares under the Proposed Issue Mandate and to repurchase a maximum of 153,853,656 Shares under the Proposed Repurchase Mandate, representing not more than 20% and 10% of the issued shares of the Company (excluding treasury shares), respectively, as at the date of passing of such resolutions.

With reference to the Proposed Issue Mandate and the Proposed Repurchase Mandate (together the “New Mandates”), the Directors, as at the date hereof, wish to state that they have no immediate plans to issue or repurchase any Shares pursuant to the New Mandates.

An explanatory statement in relation to the Proposed Repurchase Mandate to repurchase Shares is set out in Appendix II of this circular containing the particulars required by the Listing Rules to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in relation to the Proposed Repurchase Mandate.

RE-APPOINTMENT OF AUDITORS

McMillan Woods (Hong Kong) CPA Limited will retire as the auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.

The Board, upon the recommendation of the audit committee of the Board, proposed to reappoint McMillan Woods (Hong Kong) CPA Limited as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

The estimated audit fee for the financial year ending 31 December 2026 is expected to be approximately HK$690,000 taking into account, including but not limited to, the Group’s business development and operations and the audit workload without material deviation from the previous financial year.

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LETTER FROM THE BOARD

NOTICE OF AGM

The notice of the AGM is set out on pages 12 to 16 of this circular. There is a form of proxy for use at the AGM accompanying this circular. Whether or not you intend to attend the AGM or any adjourned meeting thereof, 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 and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Delivery of a form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so desire and in such event, the instrument appointing a proxy shall be deemed to be revoked.

For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 17 June 2026 to Tuesday, 23 June 2026 (both days inclusive), during which period no transfers of shares will be registered. In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the branch share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Tuesday, 16 June 2026. The record date for the purpose of determining the eligibility of the Shareholders to attend and vote at the AGM will be Tuesday, 23 June 2026.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

GENERAL

The English text of this circular shall prevail over the Chinese text.

RECOMMENDATION

The Directors believe that the re-election of Directors, the granting of the New Mandates and the re-appointment of auditors of the Company are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of each of the resolutions set out in the notice of the AGM.

By Order of the Board

SunCorp Technologies Limited

Zhu Yuqi

Executive Director

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

The biographical and other details of Mr. Tong Hei Ming and Mr. Ma Kin Ling standing for reelection at the AGM are set out below:

Mr. Tong Hei Ming Andrew (“Mr. Tong”), aged 68, is an executive Director.

Mr. Tong graduated from The London School of Economics and Political Science in 1979. Mr. Tong was a former committee member of the Asset Management Association of China and is currently a member of the Hong Kong Securities Association.

Mr. Tong has extensive experience in securities, fund operations and asset management. During the past 40 years, he was employed as key positions in multiple large international banks and fund management companies, including but not limited to, Hong Kong and Japan branches of Citibank, Hong Kong and Australia branches of Lehman Brothers Holdings Inc., Japan branch of JP Morgan, Standard Chartered Bank, BNP Paribas Asset Management and UBP Asset Management Asia Ltd.

As at the Latest Practicable Date, Mr. Tong does not have any relationship with the Directors, senior management, or substantial/controlling shareholders of the Company nor hold any other position with the Company and any member of the Group. Mr. Tong did not hold any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Tong does not have any interest in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Tong has not entered into a service agreement with the Company but he is subject to reelection in accordance with the bye-laws of the Company. During the year ended 31 December 2025, he had received (a) an emolument of HK$240,000 as determined with recommendation of the remuneration committee of the Company with reference to his duties, responsibilities, qualifications, experiences and the prevailing market conditions; and (b) all reasonable out of pocket expenses properly incurred by Mr. Tong in connection with the performance of his duties as an executive Director.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Ma Kin Ling (“Mr. Ma”), aged 43, is an independent non-executive Director.

Mr. Ma graduated from City University of Hong Kong with a Bachelor degree of Business Administration (Honours) in Accountancy and Law. Mr. Ma is a member of the Hong Kong Institute of Certified Public Accountants. Mr. Ma is currently a Chief Financial Officer and company secretary of Ciprun Technology Holdings Company Limited (HK Stock Code: 1020) and an independent non-executive director of Wenye Group Holdings Limited (HK Stock Code: 1802). He was also a Chief Financial Officer and company secretary of China Zenith Chemical Group Limited (HK Stock Code: 362), an independent non-executive director of Wisdom Wealth Resources Investment Holding Group Limited (formerly known as Hong Kong Finance Investment Holding Group Limited) (HK Stock Code: 7) during the period from 10 May 2019 to 11 July 2024, an independent non-executive director of Elife Holdings Limited (HK Stock Code: 223) during the period from 24 December 2024 to 11 March 2025 and an executive director of World Super Holdings Limited (HK Stock Code: 8612) during the period from 12 March 2025 to 30 June 2025.

As at the Latest Practicable Date, Mr. Ma does not have any relationship with the Directors, senior management, or substantial/controlling shareholders of the Company nor hold any other position with the Company and any member of the Group. Mr. Ma did not hold any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Ma does not have any interest in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Ma has not entered into any service agreement and has no fixed term of service with the Company. Mr. Ma will hold office until he retires by rotation from the Board and will be eligible for re-election at the AGM in accordance with the provisions of the Bye-Laws. During the year ended 31 December 2025, he had received (a) an emolument of HK$180,000 as determined by the Board based on his duties and responsibilities with the Company and with the reference to the Company’s performance, profitability, remuneration benchmarked in the industry and the prevailing market conditions; and (b) all reasonable out of pocket expenses properly incurred by Mr. Ma in connection with the performance of his duties as independent non-executive Director.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders or any information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolutions to be proposed at the AGM in relation to the Proposed Repurchase Mandate.

1. Share Capital

As at the Latest Practicable Date, the issued share capital of the Company was HK$9,231,219.40 comprising 1,538,536,566 Shares and the Company did not have any treasury shares.

Subject to the passing of the relevant ordinary resolution to approve the grant of the Proposed Repurchase Mandate and on the basis that no further Shares are issued and no Shares are repurchased prior to the AGM, the Company would be allowed under the Proposed Repurchase Mandate to purchase a maximum of 153,853,656 Shares, being 10% of the issued shares of the Company (excluding treasury shares) as at the Latest Practicable Date.

1. Reasons for Share Repurchase

The Directors believe that the grant of the Proposed Repurchase Mandate is in the best interests of the Company and the Shareholders as it will give the Company additional flexibility. When exercising the Proposed Repurchase Mandate, the Directors may, subject to market conditions and the Company's capital management needs at the relevant time of the repurchase, resolve to cancel the shares repurchased following settlement of any such repurchase or hold them as treasury shares. Shares repurchased for cancellation may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value per Share and/or earnings per Share. On the other hand, Shares repurchased and held by the Company as treasury shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Bye-laws, and the laws of Bermuda. Share repurchase will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

1. Funding of Repurchase

In repurchasing the Shares under the Proposed Repurchase Mandate, the Company will apply funds which shall be funds legally available for such purpose in accordance with its memorandum of association and the Bye-laws of the Company, the laws of Bermuda and other applicable laws. Bermuda law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of the capital paid up on the relevant shares, or the funds of the company that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the company that would otherwise be available for dividend or distribution or out of the share premium account of the company before the shares are repurchased.

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APPENDIX II

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

The Company is empowered by its memorandum of association and the Bye-laws of the Company to repurchase its Shares.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2025) in the event that the Proposed Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Proposed Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. Intention of Dealings

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any close associates of the Directors, who have any present intention to sell any Shares to the Company in the event that the Proposed Repurchase Mandate is granted.

No core connected persons (as defined in the Listing Rules) have notified the Company that he/she/it has a present intention to sell Shares to the Company, nor has he/she/it undertaken not to do so in the event that the Proposed Repurchase Mandate is granted.

5. Market Price of Shares

The highest and lowest price per Share at which the Shares were traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 0.139 | 0.090 |
| May | 0.144 | 0.118 |
| June | 0.131 | 0.109 |
| July | 0.116 | 0.096 |
| August | 0.160 | 0.090 |
| September | 0.135 | 0.103 |
| October | 0.130 | 0.112 |
| November | 0.134 | 0.104 |
| December | 0.125 | 0.091 |
| 2026 | | |
| January | 0.138 | 0.091 |
| February | 0.110 | 0.092 |
| March | 0.125 | 0.095 |
| April (up to the Latest Practicable Date) | 0.108 | 0.096 |

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APPENDIX II

EXPLANATORY STATEMENT ON REPURCHASE MANDATE

6. Undertaking of Directors

The Directors have undertaken to the Stock Exchange to exercise the Proposed Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Bermuda and the regulations set out in the memorandum of association and the Bye-laws of the Company.

7. Takeovers Code

If, on the exercise of the power to repurchase Shares pursuant to the Proposed 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. As a result, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code for all Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, no substantial shareholder (as defined under the Listing Rules) having interests in 5% or more of the issued share capital of the Company.

The Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any repurchase of Shares pursuant to the Repurchase Mandate and have no intention to exercise the Proposed Repurchase Mandate to such an extent as would result in the amount of Shares held by the public being reduced to less than 25%.

8. Share repurchase made by the Company

No repurchase of Shares (whether on the Stock Exchange or otherwise) has been made by the Company in the six months preceding the Latest Practicable Date.

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NOTICE OF THE AGM

Suncorp

SunCorp Technologies Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 1063)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of SunCorp Technologies Limited (the "Company") will be held at Portion 2, 12/F., The Center, 99 Queen's Road Central, Hong Kong on Tuesday, 23 June 2026 at 4:30 p.m. for the following purposes:

ORDINARY RESOLUTIONS AS ORDINARY BUSINESS

1. To receive, consider and adopt the audited consolidated financial statements for the year ended 31 December 2025 and the reports of the directors of the Company (the "Directors") and the auditors of the Company.

2. (a) To re-elect Mr. Tong Hei Ming Andrew as an executive Director.

(b) To re-elect Mr. Ma Kin Ling as an independent non-executive Director.

1. To authorize the board of Directors (the "Board") to fix the Directors' remuneration.

2. To re-appoint McMillan Woods (Hong Kong) CPA Limited as the auditors of the Company and to authorize the Board to fix their remuneration.

AS SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions (with or without modification) as ordinary resolutions:

1. "THAT:

(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company ("Shares") or to resell treasury shares of the Company (if permitted under the Listing Rules) and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

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NOTICE OF THE AGM

(b) the directors be and hereby authorized during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period (as hereinafter defined);

(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (a) and (b) above, otherwise than pursuant to:

(i) a Rights Issue (as hereinafter defined); or
(ii) an issue of Shares upon the exercise of rights of subscription or conversion attaching to any warrants or securities issued by the Company or any securities which are convertible into Shares the issue of which warrants and other securities has previously been approved by shareholders of the Company; or
(iii) an issue of Shares upon the exercise of any options granted under any share option scheme or similar arrangement for the time being adopted for the grant or issue to eligible persons of Shares or rights to acquire Shares; or
(iv) an issue of Shares as scrip dividends or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Bye-laws of the Company, shall not in total exceed of twenty per cent (20%) of the aggregate number of Shares in issue (excluding treasury shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

(d) for the purposes of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors under this Resolution; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act 1981 of Bermuda or any applicable laws of Bermuda to be held.

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NOTICE OF THE AGM

"Right Issue" means an offer of Shares or warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to shareholders of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or any class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).

1. "THAT:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase the 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 recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose and, subject to and in accordance with the applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate number of Shares to be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the aggregate number of Shares in issue (excluding treasury shares) as at the date of passing of this Resolution, and the said approval shall be limited accordingly; and

(c) for the purpose of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors under this Resolution; or

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act 1981 of Bermuda or any applicable laws of Bermuda to be held."

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NOTICE OF THE AGM

1. "THAT conditional upon the passing of Resolutions 5 and 6 set out in the notice convening this meeting, the general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot, issue and deal with additional shares in the Company pursuant to Resolution 5 set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of the Shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate, an amount representing the aggregate number of Shares which has been purchased by the Company under the authority granted pursuant to Resolution 6 set out in the notice convening this meeting, provided that such number of Shares so repurchased shall not exceed 10% of the aggregate of the Shares in issue (excluding treasury shares) as at the date of this Resolution."

By Order of the Board

SunCorp Technologies Limited

Wong Sin Fai Cynthia

Company Secretary

Hong Kong, 30 April 2026

Registered office:

Clarendon House

2 Church Street

Hamilton HM11

Bermuda

Head office and principal place of business in Hong Kong:

Unit 2305, 23/F

The Center

99 Queen's Road Central

Hong Kong

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NOTICE OF THE AGM

Notes:

1. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 17 June 2026 to Tuesday, 23 June 2026 (both days inclusive), during which period no transfers of shares will be registered. In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the branch share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Tuesday, 16 June 2026. The record date for the purpose of determining the eligibility of the Shareholders to attend and vote at the AGM will be Tuesday, 23 June 2026.

2. A form of proxy for used for the AGM is enclosed.

3. Any member of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company.

4. The instrument appointing a proxy must be in writing under the hand of the appointer or of his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized.

5. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the office of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

6. Where there are joint holders of any share any one of such holders may vote at the AGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto but if more than one of such joint holders be present at any meeting personally or by proxy, then one of such holders whose name stands first on the register of members of the Company shall alone be entitled to vote in respect thereof.

7. Delivery of a form of proxy will not preclude a shareholder of the Company from attending and voting in person at the AGM or any adjournment thereof should you so desire and in such event, the instrument appointing a proxy shall be deemed to be revoked.

8. If Typhoon Signal No. 8 or above is hoisted, or a "black" rainstorm warning signal or "extreme conditions after super typhoons" announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 10:00 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the website of the Company at www.suncorptech.com.hk and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

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