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Sun.King Technology Group Limited Proxy Solicitation & Information Statement 2026
49312_rns_2026-04-22_d6002921-0b27-4ec7-85ef-8697d8fec391.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Sun.King Technology Group Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.
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.
Sun.King Technology Group Limited
赛晶科技集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 580)
DECLARATION OF FINAL DIVIDEND, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING
The notice convening the annual general meeting of Sun.King Technology Group Limited to be held at 9-A, KongGangRongHuiYuan, Yuhua Road, Zone B, Airport Industrial Zone, Shunyi District, Beijing, People's Republic of China (中華人民共和國北京市順義區空港工業區B區裕華路空港融慧園9-A) on Tuesday, 2 June 2026 at 10:00 a.m. is set out on pages AGM-1 to AGM-6 of this circular. The form of proxy for the annual general meeting is enclosed. The form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk. Whether or not you intend to attend the annual general meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon. The form of proxy and (if required by the board of directors of Sun.King Technology Group Limited) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Hong Kong branch share registrar of Sun.King Technology Group Limited, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof at which the person named in the form of proxy proposes to vote. Delivery of the form of proxy shall not preclude a shareholder from attending and voting in person at the annual general meeting and in such event, the form of proxy shall be deemed to be revoked.
22 April 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX I - DETAILS OF DIRECTORS FOR RE-ELECTION ... I-1
APPENDIX II - EXPLANATORY STATEMENT ... II-1
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following terms shall have the followings meanings:
“Annual General Meeting” the annual general meeting of the Company to be held at 9-A, KongGangRongHuiYuan, Yuhua Road, Zone B, Airport Industrial Zone, Shunyi District, Beijing, PRC (中國北京市順義區空港工業區B區裕華路空港融慧園9-A) on Tuesday, 2 June 2026 at 10:00 a.m. or any adjournment thereof
“Articles of Association” the articles of association of the Company, as amended, supplemented or otherwise modified from time to time
“Board” the board of Directors
“CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited
“close associate” has the meaning ascribed to it under the Listing Rules, and “close associates” shall be construed accordingly
“Companies Act” the Companies Act, Chapter 22 (Act 3 of 1961 as consolidated and revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
“Company” Sun.King Technology Group Limited (賽晶科技集團有限公司), an exempted company incorporated with limited liability under the laws of the Cayman Islands, the issued shares of which are listed on the Main Board of the Stock Exchange
“core connected person” has the meaning ascribed to it under the Listing Rules, and “core connected persons” shall be construed accordingly
“Directors” the directors of the Company, and “Director” shall be construed accordingly
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“HKSCCN” HKSCC Nominees Limited, which is a wholly-owned subsidiary of Hong Kong Securities Clearing Company Limited
- 1 -
DEFINITIONS
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Issue Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to allot, issue and deal with the Shares (including sale and transfer of the treasury Shares) not exceeding 20% of the number of issued Shares (excluding any treasure Share) as at the date of passing the resolution granting such general mandate
“Latest Practicable Date” 15 April 2026, which is the latest practicable date prior to the issue of this circular for the purpose of ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended supplemented or otherwise modified from time to time
“Notice of Annual General Meeting” the notice convening the Annual General Meeting set out on pages AGM-1 to AGM-6 of this circular
“PRC” or “China” the People’s Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“Repurchase Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to repurchase Shares up to a maximum number equivalent to 10% of the number of issued Shares (excluding any treasury Share) as at the date of passing the resolution granting such general mandate
“RMB” Renminbi, the lawful currency of the PRC
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Shares” ordinary shares of nominal value of HK$0.1 each in the share capital of the Company, and “Share” shall be construed accordingly
“Share Options” the share options granted or to be granted under the Share Option Scheme, and “Share Option” shall be construed accordingly
– 2 –
- 3 -
DEFINITIONS
"Share Option Scheme"
the share option scheme of the Company conditionally adopted on 21 May 2020 and which became effective on 3 June 2020, as amended, supplemented or otherwise modified from time to time
"Shareholders"
holders of the Shares, and "Shareholder" shall be construed accordingly
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"substantial Shareholder"
has the meaning ascribed to it under the Listing Rules, and "substantial Shareholders" shall be construed accordingly
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs, as amended, supplemented or otherwise modified from time to time
"treasury Shares"
has the meaning ascribed to it under the Listing Rules, and "treasury Share" shall be construed accordingly
"%"
per cent
LETTER FROM THE BOARD
Sun.King Technology Group Limited
震晶科技集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 580)
Executive Directors:
Mr. Xiang Jie
Mr. Gong Renyuan
Mr. Yue Zhoumin
Independent non-executive Directors:
Mr. Chen Shimin
Mr. Zhang Xuejun
Mr. Leung Ming Shu
Ms. White Caige
Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Headquarters:
9-A, KongGangRongHuiYuan
Yuhua Road
Zone B, Airport Industrial Zone
Shunyi District
Beijing
PRC
Principal place of business in Hong Kong:
31st Floor, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
22 April 2026
To the Shareholders
Dear Sir or Madam,
DECLARATION OF FINAL DIVIDEND,
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,
RE-ELECTION OF RETIRING DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
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LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to give you further information in relation to, among others, the following proposals to be put forward at the Annual General Meeting: (a) the declaration of final dividend; (b) the grant to the Directors the Issue Mandate and the Repurchase Mandate; and (c) the re-election of the retiring Directors.
DECLARATION OF FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT AND CLOSURE OF REGISTER OF MEMBERS
The Board has recommended the payment of a final dividend of HK$0.01 per Share for the year ended 31 December 2025 out of the share premium account of the Company. The proposed final dividend is subject to passing resolution numbered 2 set out in the Notice of Annual General Meeting by the Shareholders in the Annual General Meeting and will be paid on or around Monday, 29 June 2026 to the Shareholders whose names appear on the register of members of the Company at the close of business on Thursday, 11 June 2026.
Under section 34(2) of the Companies Act, the share premium account may be applied by a company in paying dividends to members provided that no dividend may be paid to members out of the share premium account unless, immediately following the date on which the dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business. The Board confirms that with respect to payment of the final dividend out of share premium account, the Company will be able to pay its debts as they fall due in the ordinary course of business immediately following the date on which the final dividend is proposed to be paid.
The final dividend is intended to be paid out entirely of the share premium account pursuant to article 134 of the Articles of Association and in accordance with the Companies Act. As at 31 December 2025, based on the audited consolidated financial statements of the Company, the amount standing to the credit of the share premium account was RMB345,422,506. The Board proposed to use an amount of RMB14,411,000 standing to the credit of the share premium account for the payment of the final dividend. Following such payment there will be a remaining balance of RMB331,011,506 standing to the credit of the share premium account.
Reasons for the payment of final dividend out of the share premium account
The Board considers it unnecessary to maintain the share premium account at its current level. The Directors consider that the declaration and proposed payment of the final dividend out of the share premium account is in the interests of the Company and the Shareholders as a whole.
Effect of the payment of final dividend out of the share premium account
The payment of the final dividend out of the share premium account does not involve any reduction in the authorised or issued share capital of the Company nor does it involve any reduction in the nominal value of the Shares or result in any change in the trading arrangements in respect of the Shares.
LETTER FROM THE BOARD
The payment of the final dividend out of share premium account will not affect the underlying business, operations or management of the Company or the proportionate interests of the Shareholders, other than related expenses incurred which are immaterial.
Save as the aforesaid expenses, the Directors consider that the payment of final dividend out of share premium account will not have a material adverse effect on the financial position of the Company.
The payment of the final dividend out of the share premium account is conditional upon, among others, the following being fulfilled:
(a) the passing of an ordinary resolution by the Shareholders to approve the payment of the final dividend out of the share premium account; and
(b) the Directors being satisfied that there are no reasonable grounds for believing that the Company is, and immediately after the final dividend is paid will be, unable to pay its liabilities as they become due in the ordinary course of business.
In order to establish the identity of the Shareholders who are entitled to the proposed final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Monday, 8 June 2026. The register of members of the Company will be closed from Tuesday, 9 June 2026 to Thursday, 11 June 2026, both days inclusive, during which period no transfer of Shares will be registered.
ISSUE MANDATE
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 Share or transfer any treasury Share, resolution numbered 5(a) set out in the Notice of Annual General Meeting will be proposed at the Annual General Meeting to grant the Issue Mandate to the Directors to exercise the power of the Company to allot, issue and deal with the Shares (including sale and transfer of the treasury Shares) not exceeding 20% of the number of issued Shares (excluding any treasury Share) as at the date of passing the resolution granting the Issue Mandate. As at the Latest Practicable Date, the number of issued Shares was 1,609,558,000 with nominal value of HK$0.1 each, among which 10,636,000 were treasury Shares. Subject to passing resolution numbered 5(a) set out in the Notice of Annual General Meeting and assuming that no further Shares are issued or repurchased from the Latest Practicable Date to the date of the Annual General Meeting, the Directors will be authorised to allot and issue a maximum of 319,784,400 Shares under the Issue Mandate.
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LETTER FROM THE BOARD
In addition, subject to passing a separate resolution numbered 5(c) set out in the Notice of Annual General Meeting, the number of Shares repurchased by the Company under resolution numbered 5(b) set out in the Notice of Annual General Meeting will also be added to extend the 20% limit of the Issue Mandate as mentioned in resolution numbered 5(a) set out in the Notice of Annual General Meeting, provided that such additional amount shall not exceed 10% of the number of issued Shares (excluding any treasury Share) as at the date of passing the resolution granting the Repurchase Mandate. The Directors have no immediate plans to issue any new Share or transfer any treasury Share pursuant to the Issue Mandate.
REPURCHASE MANDATE
An ordinary resolution will be proposed at the Annual General Meeting to approve the grant of the Repurchase Mandate to the Directors to exercise the power of the Company to repurchase Shares up to a maximum number equivalent to 10% of the number of issued Shares (excluding any treasury Share) as at the date of passing the resolution granting the Repurchase Mandate.
The explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all reasonably necessary information to enable the Shareholders to make an informed decision as to whether to vote for or against the relevant resolution at the Annual General Meeting.
RE-ELECTION OF RETIRING DIRECTORS
In accordance with Articles 83(3) and/or 84(1) of the Articles of Association, Mr. Gong Renyuan, Mr. Yue Zhoumin and Ms. White Caige will retire by rotation and be eligible to offer themselves for re-election as the Directors at the Annual General Meeting.
The Board considers that the appointment of Ms. White Caige, who had/has held positions relevant to the Group's business, will form a balanced skill matrix beneficial to the business development of the Group and contribute to the gender diversity of the Board. The Company has received from the aforesaid independent non-executive Director for re-election an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Board believes that Ms. White is still independent under the Listing Rules as she meets all the independence guidelines set out in Rule 3.13 of the Listing Rules based on her annual confirmation of independence.
Details of the retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.
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LETTER FROM THE BOARD
NOTICE OF ANNUAL GENERAL MEETING
Set out from pages AGM-1 to AGM-6 of this circular is the Notice of Annual General Meeting containing, among others, the resolutions approving the declaration of final dividend, granting the Issue Mandate and the Repurchase Mandate and approving the re-election of the retiring Directors.
In order to establish the identity of the Shareholders who are entitled to attend and vote at the Annual General Meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Wednesday, 27 May 2026. The register of members of the Company will be closed from Thursday, 28 May 2026 to Tuesday, 2 June 2026, both days inclusive, during which period no transfer of Shares will be registered. The Shareholders whose names appear on the register of members of the Company on Tuesday, 2 June 2026 are entitled to attend and vote at the Annual General Meeting.
FORM OF PROXY
The form of proxy for the Annual General Meeting is enclosed. The form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk. Whether or not you intend to attend the Annual General Meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon. The form of proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof at which the person named in the form of proxy proposes to vote. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting and in such event, the form of proxy shall be deemed to be revoked.
VOTING
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting of the Company must be taken by poll except where the chairman, 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. Pursuant to Article 66 of the Articles of Association, on a poll every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. Pursuant to Article 69 of the Articles of Association, a person entitled to more than one vote on a poll need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.
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.
RECOMMENDATION
The Directors consider that the resolutions approving the declaration of final dividend, granting the Directors the Issue Mandate and the Repurchase Mandate and approving the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole. The Directors (including the independent non-executive Directors) therefore recommend the Shareholders to vote in favour of the resolutions at the Annual General Meeting.
Yours faithfully
By order of the Board
Sun.King Technology Group Limited
Xiang Jie
Chairman
APPENDIX I
DETAILS OF DIRECTORS FOR RE-ELECTION
The following are the particulars of the Directors to be re-elected at the Annual General Meeting.
Save as disclosed herein:
(a) none of the following Directors held any other position with the Company or other member of the Group, nor held any directorship in other listed companies in the past three years from the Latest Practicable Date;
(b) none of the following Directors had any relationship with any of the fellow Directors, the senior management of the Company or the substantial Shareholders as at the Latest Practicable Date;
(c) none of the following Directors had any interest in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date; and
(d) there was no other matter relating to the following Directors which needed to be brought to the attention of the Shareholders and there was no other information relating to the following Directors which was required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
Mr. Gong Renyuan
Mr. Gong Renyuan, aged 55, joined the Group in 2002 and was appointed as a Director in March 2010 and redesignated as an executive Director in May 2010. Mr. Gong is the chief executive officer of the Company and the president of the Group. Mr. Gong is primarily responsible for overseeing overall business of the Group, including devising and implementing business and development strategies and targets.
Before joining the Group, Mr. Gong accumulated over eight years of experience in business operations. Mr. Gong completed a programme in business English at the Beijing University of Technology in the PRC in 1993.
Mr. Gong is the spouse of Ms. Ren Jie, who is a member of the senior management of the Company.
Mr. Gong entered into a supplemental service agreement with the Company dated 1 June 2025 under which his term of office was extended for three years from the date of the supplemental service agreement and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association and the Listing Rules. Mr. Gong is entitled to receive an annual Director's fees of HK$100,000 pursuant to the aforesaid service agreement and other emoluments including discretionary bonus, which are determined by the Board with reference to his qualifications, experience, duties, responsibilities, and performance and results of the Group, and subject to review by the remuneration committee.
APPENDIX I
DETAILS OF DIRECTORS FOR RE-ELECTION
As at the Latest Practicable Date, Mr. Gong was interested in 33,360,000 Shares within the meaning of Part XV of the SFO, representing approximately 2.07% of the issued share capital of the Company, among which:
(a) 15,060,000 Shares were directly held by Mr. Gong;
(b) 10,000,000 Shares were the Shares which may be issued upon the exercise of the Share Options granted to Mr. Gong;
(c) 4,300,000 Shares were directly held by Ms. Ren Jie, who is the spouse of Mr. Gong. Accordingly, Mr. Gong was deemed under the SFO to be interested in the 4,300,000 Shares held by Ms. Ren; and
(d) 4,000,000 Shares were the Shares which may be issued upon the exercise of the Share Options granted to Ms. Ren. Accordingly, Mr. Gong was deemed under the SFO to be interested in the 4,000,000 Shares in which Ms. Ren was interested.
Mr. Yue Zhoumin
Mr. Yue Zhoumin, aged 56, joined the Group in 2009 and was appointed as an executive Director in May 2010. Mr. Yue is a vice president of the Group. Mr. Yue is also the executive director and the manager of Beijing Sunking Power Electronics Technology Co., Ltd. (北京赛晶電力電子科技有限公司), the director and the manager of Beijing Sunking Electronic Technology Co., Ltd. (北京華瑞賽晶電子科技有限公司), the director of Wuxi Zhuofeng Information Technology Co., Ltd. (無錫卓峰信息科技有限公司) and the director of Jiashan Sunking Capacitor Co., Ltd. (嘉善賽晶電容器有限公司), all of which are subsidiaries of the Company. Mr. Yue is primarily responsible for strategic planning and development of the Group, overall procurement process of the Group and daily operations of the procurement department.
Mr. Yue has extensive experience in corporate project management and fund raising in the capital market. Mr. Yue is highly experienced in strategic management and before joining the Group, he worked in the strategy division of COSCO SHIPPING Holdings Co., Ltd. (formerly known as China COSCO Holdings Company Limited), which is a company listed on the Stock Exchange (stock code: 1919), from 2005 to 2009.
Mr. Yue obtained a bachelor's degree in economics from the Shanghai Maritime University in the PRC in 1994.
Mr. Yue entered into a supplemental service agreement with the Company dated 28 May 2023 under which his term of office was extended for three years from the date of the supplemental service agreement and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association and the Listing Rules. Mr. Yue is entitled to receive an annual Director's fees of HK$100,000 pursuant to the aforesaid service agreement and other emoluments including discretionary bonus, which are determined by the Board with reference to his qualifications, experience, duties, responsibilities, and performance and results of the Group, and subject to review by the remuneration committee.
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APPENDIX I
DETAILS OF DIRECTORS FOR RE-ELECTION
As at the Latest Practicable Date, Mr. Yue was interested in 7,700,000 Shares within the meaning of Part XV of the SFO, representing approximately 0.48% of the issued share capital of the Company, among which:
(a) 2,000,000 Shares were directly held by Mr. Yue;
(b) 5,000,000 Shares were the Shares which may be issued upon the exercise of the Share Options granted to Mr. Yue; and
(c) 700,000 Shares were directly held by Ms. Pan Yu, who is the spouse of Mr. Yue. Accordingly, Mr. Yue was deemed under the SFO to be interested in the 700,000 Shares held by Ms. Pan.
Ms. White Caige
Ms. White Caige, aged 72, was appointed as an independent non-executive Director with effect in April 2024. Ms. White is a member of the nomination committee.
Ms. White has been working for ABB (China) Ltd. since 1995 for various positions and currently holds the position of senior consultant. From 1988 to 1991, Ms. White served as the chief representative in the office of the Hawker Siddeley Group in Beijing. From 1992 to 1994, Ms. White served as the Asia Pacific marketing and sales manager of Westinghouse Systems Limited in the United Kingdom. From 1994 to 1995, Ms. White served as the business development manager of the power generation department of ABB Switzerland.
Ms. White obtained a bachelor's degree in English from the Beijing Normal University in the PRC in 1978 and an EMBA degree from the China Europe International Business School in 1998.
Ms. White executed an appointment letter dated 22 March 2024 for a term of office of three years commencing on 1 April 2024 and subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association and the Listing Rules. Ms. White is entitled to receive an annual Director's fees of HK$180,000 pursuant to the aforesaid appointment letter, which is determined by the Board upon recommendation by the remuneration committee.
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APPENDIX II
EXPLANATORY STATEMENT
The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the number of issued Shares was 1,609,558,000 with nominal value of HK$0.1 each, among which 10,636,000 were treasury Shares. Subject to passing the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Directors will be authorised to repurchase a maximum of 159,892,200 Shares, which represent 10% of the number of issued Shares (excluding any treasury Share) as at the date of passing the resolution granting the Repurchase Mandate, during the period ending on the earliest of (a) the conclusion of the next annual general meeting of the Company unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; or (c) the date on which such authority is revoked or varied by ordinary resolution of the Shareholders in general meeting.
REASONS FOR THE SHARE REPURCHASE
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek the Repurchase Mandate from the Shareholders to enable the Directors to repurchase the Shares. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or the earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.
SOURCE OF FUNDS OF THE SHARE REPURCHASE
Repurchase of the Shares will be financed out of funds legally available for the purpose of and in accordance with the Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules, such as the Company's available cash flow or working capital facilities. The Companies Act provides that the amount of capital repaid in connection with a repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of the Shares made for the purpose of the repurchase. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Shares are repurchased in the manner provided for in the Companies Act. Subject to the statutory solvency test set out in the Companies Act being satisfied, repurchase of the Shares may also be made out of the share capital of the Company.
IMPACT ON WORKING CAPITAL AND GEARING POSITION
The Directors have no present intention to repurchase any Share 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 consider that in the event that the Repurchase Mandate were to be exercised in full
APPENDIX II
EXPLANATORY STATEMENT
at the current market value, there would be an adverse impact on the working capital or gearing position of the Company as compared to the position disclosed in the audited consolidated financial statements of the Company as at 31 December 2025, which is the date on which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
DIRECTORS AND CORE CONNECTED PERSONS
None of the Directors and to the best of the knowledge of the Directors having made all reasonable enquiries, none of the close associates (as defined in the Listing Rules) of the Directors, have a present intention, in the event the Repurchase Mandate is approved by the Shareholders, to sell any Share to the Company.
The Directors will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
No core connected persons of the Company have notified the Company that they have a present intention to sell any Share to the Company or have undertaken not to do so, in the event that the Company is authorised to make repurchase of the Shares.
The Directors consider that neither this explanatory statement nor the proposed Share repurchase has any unusual features.
IMPLICATIONS OF THE TAKEOVERS CODE AND THE LISTING RULES
If as a result of the Shares repurchase 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 Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory general offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence of the Share repurchase which will arise under the Takeovers Code.
As at the Latest Practicable Date, to the best of the knowledge of the Directors having made all reasonable enquiries, (a) Mr. Xiang Jie was interested in 389,994,347 Shares carrying voting rights (excluding any Share which may be issued to Mr. Xiang upon the exercise of the Share Options granted to him), representing approximately $24.39\%$ of the number of issued Shares carrying voting rights (excluding any treasury Share); (b) among the 389,994,347 Shares in which Mr. Xiang was interested, 51,666,000 Shares were directly held by Mr. Xiang and the remaining 338,328,347 Shares were directly held by Max Vision Holdings Limited; (c) Max Vision Holdings Limited was wholly-owned by Jiekun Limited, which was wholly-owned by Sapphire Skye Holdings Limited; and (d) Sapphire Skye Holdings Limited was wholly-owned by Zedra Trust Company (Singapore) Limited, which was the trustee of a private trust of which Mr. Xiang was the settlor and his family members were the beneficiaries.
- II-2 -
APPENDIX II
EXPLANATORY STATEMENT
As at the Latest Practicable Date and for illustration purpose only, in the event that the Directors exercise the Repurchase Mandate in full, Mr. Xiang Jie's interests in the Shares carrying voting rights (excluding any Share which may be issued to Mr. Xiang upon the exercise of the Share Options granted to him) will be increased to approximately 27.10% of the number of issued Shares carrying voting rights (excluding any treasury Share) and such increase would not give rise to any obligation to make a mandatory general offer under Rule 26 of the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligation under the Takeovers Code.
Rule 10.06(2)(f) of the Listing Rules restricts the Company from repurchasing the Shares on the Stock Exchange if that repurchase would result in the number of Shares which are in the hands of the public falling below 25% of the total number of issued Shares (excluding any treasury Share). The Directors have no present intention to repurchase the Shares to the extent that will result in less than the prescribed minimum percentage of the Shares be held by the public.
REPURCHASE OF SHARES BY THE COMPANY
The Company had not repurchased any Share on the Stock Exchange during the six months preceding the Latest Practicable Date:
SHARE PRICES
The following table shows the highest and lowest prices at which the Shares were traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date:
| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 1.21 | 0.99 |
| May | 1.27 | 1.10 |
| June | 1.26 | 1.15 |
| July | 1.69 | 1.19 |
| August | 1.86 | 1.45 |
| September | 1.97 | 1.60 |
| October | 2.19 | 1.75 |
| November | 2.41 | 1.84 |
| December | 2.20 | 1.88 |
| 2026 | | |
| January | 2.22 | 1.86 |
| February | 2.07 | 1.76 |
| March | 2.14 | 1.54 |
| April (up to the Latest Practicable Date) | 1.70 | 1.54 |
APPENDIX II
EXPLANATORY STATEMENT
TREATMENT OF THE REPURCHASED SHARES
Following the settlement of the Share repurchase, the Company may cancel any Share it repurchased and/or hold the repurchased Shares as treasury Shares subject to, for example, market conditions and its capital management needs at the relevant time of the Share repurchase.
To resell the treasury Shares on the Stock Exchange, the Company may hold or deposit the repurchased Shares with CCASS registered under the name of HKSCCN as a common nominee. The Directors understand that as the Cayman laws require the repurchased Shares to be held in the Company's own name in order to be classified as treasury Shares, the repurchased Shares would cease to be classified as treasury Shares under the Cayman laws when the legal titles of the repurchased Shares are transferred to HKSCCN upon deposit with CCASS, and the Shareholders' rights (such as voting, dividend and distribution) attached to the treasury Shares would no longer be suspended by the Cayman laws. Therefore, for the repurchased Shares deposited with CCASS pending resale on the Stock Exchange, the Company has taken measures to ensure that it would not exercise any Shareholders' right or receive any entitlement which would otherwise be suspended under the Cayman laws if those repurchased Shares were registered in the Company's own name as treasury Shares. These measures include, for example, an approval by the Board that:
(a) the Company should procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury Shares deposited with CCASS; and
(b) in the case of dividends or distributions, the Company should 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 the distributions.
- II-4 -
NOTICE OF ANNUAL GENERAL MEETING
Sun.King Technology Group Limited
齊晶科技集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 580)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “Annual General Meeting”) of Sun.King Technology Group Limited (the “Company”) will be held at 9-A, KongGangRongHuiYuan, Yuhua Road, Zone B, Airport Industrial Zone, Shunyi District, Beijing, People’s Republic of China (中華人民共和國北京市順義區空港工業區B區裕華路空港融慧園9-A) on Tuesday, 2 June 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 the reports of directors and auditors for the year ended 31 December 2025.
-
To declare a final dividend of HK$0.01 per share of the Company (the “Shares”, each a “Share”) for the year ended 31 December 2025 out of the share premium account of the Company.
-
(a) To re-elect the following retiring directors of the Company (the “Directors”, each a “Director”):
(i) Mr. Gong Renyuan;
(ii) Mr. Yue Zhoumin; and
(iii) Ms. White Caige.
(b) To authorise the board of Directors (the “Board”) to fix the remuneration of the Directors.
-
To re-appoint Ernst & Young as the auditors of the Company, and authorise the Board to fix their remuneration.
-
AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass the following resolutions:
(a) “That:
(i) subject to sub-paragraph 5(a)(iii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the power of the Company to allot, issue or otherwise deal with the Shares (including sale and transfer of the treasury Shares) or securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into the Shares) which may require the exercise of such power be and is hereby generally and unconditionally approved;
(ii) the approval in sub-paragraph 5(a)(i) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to sub-paragraph 5(a)(i) of this resolution, otherwise than pursuant to (A) a Rights Issue (as hereinafter defined); or (B) the grant or exercise of any share option under the 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 of the Shares or rights to acquire the Shares; or (C) any scrip dividend or similar arrangements providing for the allotment of the Shares in lieu of the whole or part of a dividend on the Shares in accordance with the articles of association of the Company (the “Articles of Association”); or (D) any issue of the 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 the Shares, shall not exceed 20% of the number of issued Shares (excluding any treasury Share) as at the date of passing this resolution and the approval shall be limited accordingly;
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
(iv) for the purpose of this resolution:
(A) “Relevant Period” means the period from passing this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;
(2) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; and
(3) the date on which such authority is revoked or varied by ordinary resolution of the shareholders of the Company (the “Shareholders”, each a “Shareholder”) in general meeting; and
(B) “Rights Issue” means an offer of the Shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for the Shares open for a period fixed by the Directors to holders of the Shares in the capital of the Company whose names appear on the register of Shareholders on a fixed record date in proportion to their holdings of the Shares (subject to such exclusion 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 or requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
(b) “That:
(i) subject to sub-paragraph 5(b)(ii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the power of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Codes on Takeovers and Mergers and Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
(ii) the aggregate number of Shares which may be repurchased pursuant to the approval in sub-paragraph 5(b)(i) of this resolution shall not exceed 10% of the number of issued Shares (excluding any treasury Share) as at the date of passing this resolution and the approval shall be limited accordingly;
(iii) subject to passing each of sub-paragraphs 5(b)(i) and (ii) of this resolution, any prior approvals of the kind referred to in sub-paragraphs 5(b)(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 passing this resolution until whichever is the earliest of:
(A) the conclusion of the next annual general meeting of the Company unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;
(B) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; and
(C) the date on which such authority is revoked or varied by ordinary resolution of the Shareholders in general meeting.”
(c) “That conditional upon resolutions numbered 5(a) and 5(b) set out in this notice being passed, the general mandate granted to the Directors to exercise the power of the Company to allot, issue and otherwise deal with the Shares (including sale and transfer of the treasury Shares) and to make or grant offers, agreements and options which may require the exercise of such power pursuant to resolution numbered 5(a) set out in this notice be and is hereby extended by adding thereto the number of Shares repurchased by the Company since the granting of the general mandate pursuant to resolution numbered 5(b) set out in this notice, provided that such amount shall not exceed 10% of the number of issued Shares (excluding any treasury Share) as at the date of passing resolutions numbered 5(a) and 5(b) set out in this notice.”
By order of the Board
Sun.King Technology Group Limited
Xiang Jie
Chairman
Hong Kong, 22 April 2026
NOTICE OF ANNUAL GENERAL MEETING
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Headquarters:
9-A
KongGangRongHuiYuan
Yuhua Road
Zone B
Airport Industrial Zone
Shunyi District
Beijing
People's Republic of China
Principal place of business in Hong Kong:
31st Floor, Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Notes:
-
Any Shareholder entitled to attend and vote at the Annual General Meeting shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A proxy need not be a Shareholder.
-
Where there are joint holders of any Share any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at the Annual General Meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes 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 joint holding.
-
The form of proxy for the Annual General Meeting is enclosed. The form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk. Whether or not you intend to attend the Annual General Meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon. The form of proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof at which the person named in the form of proxy proposes to vote. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting and in such event, the form of proxy shall be deemed to be revoked.
-
In order to establish the identity of the Shareholders who are entitled to attend and vote at the Annual General Meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Wednesday, 27 May 2026. The register of members of the Company will be closed from Thursday, 28 May 2026 to Tuesday, 2 June 2026, both days inclusive, during which period no transfer of Shares will be registered. The Shareholders whose names appear on the register of members of the Company on Tuesday, 2 June 2026 are entitled to attend and vote at the Annual General Meeting.
-
AGM-5 -
NOTICE OF ANNUAL GENERAL MEETING
- The Board has recommended the payment of a final dividend of HK$0.01 per Share for the year ended 31 December 2025 out of the share premium account of the Company. The proposed final dividend is subject to passing resolution numbered 2 set out in this notice by the Shareholders in the Annual General Meeting and will be paid on or around Monday, 29 June 2026 to the Shareholders whose names appear on the register of members of the Company at the close of business on Thursday, 11 June 2026. In order to establish the identity of the Shareholders who are entitled to the proposed final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, no later than 4:30 p.m. on Monday, 8 June 2026. The register of members of the Company will be closed from Tuesday, 9 June 2026 to Thursday, 11 June 2026, both days inclusive, during which period no transfer of Shares will be registered.
As at the date of this notice, the executive Directors are Mr. Xiang Jie, Mr. Gong Renyuan and Mr. Yue Zhoumin; and the independent non-executive Directors are Mr. Chen Shimin, Mr. Zhang Xuejun, Mr. Leung Ming Shu and Ms. White Caige.
- AGM-6 -