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SuperRobotics Limited — Proxy Solicitation & Information Statement 2026
Jun 5, 2026
51311_rns_2026-06-05_1a2ac09a-4d91-4532-9de3-b8156be63d72.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular, 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 SuperRobotics Holdings Limited (超人智能控股有限公司) (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or registered institution or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
SuperRobotics Holdings Limited
超人智能控股有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 8176)
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE
AND TO REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(3) FURTHER APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR;
(4) APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR;
(5) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(6) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the "Annual General Meeting") of the Company to be held at Room 1405, 14/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on 30 June 2026 at 11:00 a.m. is set out on pages 18 to 22 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular.
Whether or not you are able to attend the Annual General Meeting, you are requested to read the notice and to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon, and return the completed form of proxy, to the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the holding of the Annual General Meeting (i.e. 26 June 2026 at 11:00 a.m.) or any adjournment thereof (as the case may be). The completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof (as the case may be) in person if you so wish and in such event, the form of proxy shall be deemed to be revoked.
This circular will remain on the "Latest Listed Company Information" page of the website of the Stock Exchange at http://www.hkexnews.hk for at least 7 days from the date of its posting and be posted on the website of the Group at http://www.superrobotics.com.hk.
5 June 2026
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENTS
Page
Characteristics of GEM ... i
Contents ... ii
Definitions ... 1-2
Letter from the Board ... 3-9
Appendix I — Explanatory statement on Repurchase Mandate ... 10-13
Appendix II — Details of the Directors proposed to be re-elected ... 14-17
Notice of Annual General Meeting ... 18-22
— ii —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" or "Annual General Meeting" the annual general meeting of the Company to be convened and held at Room 1405, 14/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on 30 June 2026 at 11:00 a.m. or adjournment thereof, notice of which is set out on pages 18 to 22 of this circular
"Board" the board of Directors
"Bye-law(s)" the bye-laws of the Company (as amended from time to time)
"CCASS" the central clearing and settlement system established and operated by Hong Kong Securities Clearing Company Limited
"close associate(s)" has the meaning ascribed thereto under the GEM Listing Rules
"Company" SuperRobotics Holdings Limited (超人智能控股有限公司), a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, whose Shares are listed on GEM (Stock Code: 8176)
"core connected person(s)" has the meaning ascribed thereto under the GEM Listing Rules
"Director(s)" the director(s) of the Company for the time being
"Extension Mandate" a general and unconditional mandate proposed to be granted to the Directors at the AGM to the effect that the total number of Shares which may be allotted and issued under the General Mandate may be increased by an additional number of Shares representing such number of Shares actually repurchased by the Company under the Repurchase Mandate
"GEM" GEM operated by the Stock Exchange
"GEM Listing Rules" the Rules Governing the Listing of Securities on GEM
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China
— 1 —
DEFINITIONS
"Issue Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue or otherwise deal with (including any sale or transfer of treasury shares out of treasury) Shares of not exceeding 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting such mandate
"Latest Practicable Date"
3 June 2026, being the latest practicable date prior to the publication of this circular for ascertaining certain information contained herein
"Repurchase Mandate"
a general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase Shares of up to 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting such mandate
"RMB"
Renminbi, the lawful currency of the People's Republic of China
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
ordinary share(s) of HK$0.10 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
"Takeovers Code"
the Hong Kong Code on Takeovers and Mergers issued by the Securities and Futures Commission, as amended from time to time
"treasury shares"
has the meaning ascribed thereto under the GEM Listing Rules
"%"
per cent.
— 2 —
LETTER FROM THE BOARD
SuperRobotics Holdings Limited
超人智能控股有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 8176)
Executive Directors:
Mr. So Man Pan (Chairman)
Mr. Su Zhenhui
Mr. Feng Zheng
Non-executive Director
Ms. Li Jiaqi
Independent non-executive Directors:
Mr. Tam B Ray, Billy
Mr. Xue Wei
Mr. Xu Guojun
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal place of business
in Hong Kong:
Room 1405, 14/F
China Merchants Tower
Shun Tak Centre
168-200 Connaught Road Central
Sheung Wan, Hong Kong
5 June 2026
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE
AND TO REPURCHASE SHARES;
(2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS;
(3) FURTHER APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR;
(4) APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR;
(5) PROPOSED RE-APPOINTMENT OF AUDITOR; AND
(6) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the Issue Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the re-election of retiring Directors; (iii) the further appointment of an independent non-executive Director who has served for more than nine years; and (iv) the notice of the AGM.
LETTER FROM THE BOARD
ISSUE MANDATE AND REPURCHASE MANDATE
At the annual general meeting of the Company held on 30 June 2025 (“2025 AGM”), general mandates were granted to the Directors to exercise the powers of the Company to issue new Shares and to repurchase Shares respectively.
Such mandates granted at the 2025 AGM will lapse at the conclusion of the AGM.
At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the Issue Mandate and the Repurchase Mandate.
Issue Mandate
At the AGM, an ordinary resolution will be proposed such that the Directors be given a general and unconditional mandate (i.e. the Issue Mandate) to allot, issue and deal with (including any sale or transfer of treasury shares out of treasury) Shares (other than by way of rights issue or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Bye-laws) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting such mandate.
In addition, a separate ordinary resolution will further be proposed for the Extension Mandate authorising the Directors to allot, issue and deal with (including any sale or transfer of treasury shares out of treasury) Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.
As at the Latest Practicable Date, the Company had an aggregate of 715,500,728 Shares in issue. Subject to the passing of the resolution for the approval of the Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Issue Mandate to allot, issue and deal with (including any sale or transfer of treasury shares out of treasury) a maximum of 145,100,145 Shares.
Repurchase Mandate
At the AGM, an ordinary resolution will also be proposed such that the Directors be given a general and unconditional mandate to repurchase issued and fully paid Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the total number of issued Shares (excluding treasury shares, if any) as at the date of passing of the relevant resolution granting such Mandate.
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LETTER FROM THE BOARD
Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 71,550,073 Shares.
The Issue Mandate (including the Extension Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issue Mandate (including the Extension Mandate) and the Repurchase Mandate until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws of Bermuda to be held; or (iii) the passing of an ordinary resolution by the Shareholders in a general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors.
The Board notes that, effective from 11 June 2024, the GEM Listing Rules have been amended to introduce flexibility for listed companies to cancel shares repurchased and/or to adopt a framework to (i) allow repurchased shares to be held in treasury and (ii) govern the resale of treasury shares. If the Company repurchases Shares pursuant to the Repurchase Mandate, the Company may (i) cancel the repurchase Shares and/or (ii) hold such Shares in treasury, subject to the market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds Shares in treasury, any resale of Shares held in treasury will be subject to ordinary resolution number 7 in the notice of the AGM and made in accordance with the GEM Listing Rules and applicable laws and regulations of Bermuda.
EXPLANATORY STATEMENT
An explanatory statement containing all relevant information relating to the proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement is to provide the Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to grant the Directors the Repurchase Mandate at the AGM.
RE-ELECTION OF DIRECTOR, FURTHER APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS AND APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR
As at the Latest Practicable Date, the Board comprises three executive Directors, namely Mr. So Man Pan (Chairman) ("Mr. So"), Mr. Su Zhenhui and Mr. Feng Zheng ("Mr. Feng"); one non-executive Director, namely Ms. Li Jiaqi; and three independent non-executive Directors, namely Mr. Tam B Ray, Billy ("Mr. Tam"), Mr. Xue Wei ("Mr. Xue") and Mr. Xu Guojun.
According to Bye-law 83(2), any Director appointed by the Board to fill a casual vacancy only on the Board or any Director appointed by the Board as an addition to the existing Board shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election.
— 5 —
LETTER FROM THE BOARD
According to Bye-law 84(1), at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), 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 at least once every three years.
Pursuant to the code provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 of the GEM Listing Rules, if an independent non-executive Director serves more than nine years, his further appointment should be subject to a separate resolution to be approved by the Shareholders.
At the AGM, Mr. So and Mr. Tam will retire, and being eligible, will offer themselves for re-election. Mr. Feng and Mr. Xue will retire from their respective positions of executive Director and Independent non-executive director.
Mr. So was appointed as a non-executive Director on 15 December 2025. As such, Mr. So shall retire at the AGM in accordance with Bye-law 83(2) and being eligible, will offer themselves for re-election at the AGM.
Mr. Chan Koon Fat ("Mr. Chan") has been recommended by the nomination committee (the "Nomination Committee") of the Company to be elected as an independent non-executive Director of the Company in place of Mr. Xue.
Mr. Tam was appointed as an independent non-executive Director on 5 March 2012 and has served for more than nine years. In accordance with Bye-law 84(1) and code provision B.2.3 of the Corporate Governance Code, Mr. Tam shall retire by rotation at the AGM and being eligible, will offer himself for re-election at the AGM.
Mr. Tam is an existing independent non-executive Director. Mr. Tam has been a practicing solicitor in Hong Kong for over 27 years and is a partner of Messrs. Tam & Associates. Mr. Tam has demonstrated his ability to provide an independent view on the Company's matters in different perspectives and his presence on the Board with his experience and background contributes to the diversity of the Board.
Mr. Tam and Mr. Chan have given their annual confirmations of independence to the Company and the nomination committee has assessed the independence of Mr. Tam and Mr. Chan with reference to the criteria as set out under Rule 5.09 of the GEM Listing Rules and is of the view that Mr. Tam and Mr. Chan meets such independence guidelines, and Mr. Tam maintains his independence in accordance with the terms of the guidelines despite that he has served the Board for more than nine years. Mr. Tam and Mr. Chan have not engaged in any executive management of the Group. In particular, the Nomination Committee is satisfied that Mr. Tam, the independent non-executive Director who will stand for re-election at the AGM, and Mr. Chan, the independent non-executive nominee, will provide valuable contributions to the Company and demonstrate their ability to exercise independence of judgement and provide a balanced and objective view in relation to the Company's affairs which will continue to be of significant benefit to the Company. The re-appointment of Mr. Tam and appointment of Mr. Chan at the AGM will be subject to the approval of by the Shareholders by way of a separate resolution.
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LETTER FROM THE BOARD
The Nomination Committee and the Board consider that the re-election of Mr. So and Mr. Tam and the appointment of Mr. Chan are in the best interest of the Company and the Shareholders as a whole and recommended the Shareholders to vote for their re-election and appointment at the AGM.
The nominations were made in accordance with the nomination policy of the Company and with due regard for the benefits of diversity as set out under the board diversity policy of the Company and the independence of Mr. Tam and Mr. Chan. The Nomination Committee had also taken into account the respective contributions of Mr. So and Mr. Tam to the Board and their commitment to their roles. The Nomination Committee considered that in view of their diverse professional qualifications, skills, knowledge and experience, Mr. So, Mr. Chan and Mr. Tam will bring valuable perspectives, skills, knowledge and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity of the Board appropriate to the requirements of the Group's business.
Details of the retiring Directors who are proposed to be re-elected at the AGM and the independent nominee are set out in Appendix II to this circular.
RE-APPOINTMENT OF AUDITOR
Jon Gepsom CPA Limited will retire as the independent auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment. Upon the recommendation of the audit committee of the Company, the Board proposed to re-appoint Jon Gepsom CPA Limited as the independent auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
The estimated audit fee as agreed with Jon Gepsom CPA Limited for auditor services in respect of the financial year ended 31 December 2026 is expected to be within the range of HK$750,000 to HK$800,000.
Such estimated audit fee has been determined taking into account several factors, including the scope and extent of the audit work required for the Group having regard to the complexity of the Group's operations, as well as the level of audit effort to be deployed in light of the Group's operations. Such estimated audit fee is also arrived at on the assumption that the scope of work undertaken by the auditor of the Company will not materially deviate from that preliminarily agreed between the parties and the scope and scale of the Group's principal business and business model as compared to that of the year ended 31 December 2025.
AGM
A notice convening the AGM to be held at Room 1405, 14/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on 30 June 2026 at 11:00 a.m. is set out on pages 18 to 22 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the ordinary resolutions in relation to the Issue Mandate (including the Extension Mandate), the Repurchase Mandate, the re-election of Directors and the further appointment of an independent non-executive Director who has served for more than nine years.
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LETTER FROM THE BOARD
A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for the holding of the AGM (i.e. 26 June 2026 at 11:00 a.m.) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment (as the care may be) thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of shareholders at a general meeting 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. As such, all the resolutions set out in the notice of the AGM will be voted by poll.
Treasury shares, if any, shall have no voting rights at the general meeting(s) of the Company. For the avoidance of doubt, solely from the perspective of the GEM Listing Rules, the Company shall procure, upon depositing any treasury shares in CCASS, the abstention from voting at any of its general meeting(s) in relation to those shares.
No Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Thursday, 25 June 2026 to Tuesday, 30 June 2026, both days inclusive, in order to determine the entitlement to attend the AGM. In order to qualify for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, 24 June 2026.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.
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LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider the proposed grant of the Issue Mandate (including the Extension Mandate) and the Repurchase Mandate, the proposed re-election of Director, the further appointment of an independent non-executive Director who has served for more than nine years and the appointment of an independent non-executive Director are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
GENERAL
Your attention is also drawn to the appendices to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully,
By Order of the Board
SuperRobotics Holdings Limited
Mr. So Man Pan
Chairman and Executive Director
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APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
This appendix serves as an explanatory statement, as required pursuant to Rule 13.08 of the GEM Listing Rules, to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution at the AGM to approve the Repurchase Mandate.
The Company confirms that the explanatory statement set out in this Appendix contains the information required under Rule 13.08 of the GEM Listing Rules and that neither the explanatory statement nor the Repurchase Mandate has unusual features.
- NUMBER OF SHARES WHICH MAY BE REPURCHASED
As at the Latest Practicable Date, there was a total of 715,500,728 Shares in issue and the Company did not have any treasury shares.
Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 71,550,073 Shares (representing 10% of the total number of issued shares (excluding treasury shares, if any) as at the date of passing of the resolution) during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws of Bermuda to be held; or (iii) the passing of an ordinary resolution by the Shareholders in a general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors.
- REASONS FOR PROPOSED REPURCHASE OF SHARES
The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to have general authority from the Shareholders to enable the Directors to repurchase Shares on GEM. Shares repurchased for cancellation may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Shares 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 the compliance with the GEM Listing Rules, the Bye-laws, and the laws of Bermuda. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate.
The Repurchase Mandate will only be exercised when the Directors believe that such purchases will benefit the Company and the Shareholders as a whole. The Directors have no present intention to repurchase any Shares.
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APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
3. SOURCE OF FUNDS
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of continuance and the Bye-laws, the GEM Listing Rules and the applicable laws of Bermuda. The Company will not repurchase the Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
The Shares repurchased by the Company may be held as treasury shares or may be cancelled subject to, among others, market conditions and its capital management needs at the relevant time of the repurchase(s), which may change due to actual circumstances of the Company.
4. EFFECT OF EXERCISING THE REPURCHASE MANDATE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2024) in the event that the Repurchase Mandate is exercised in full at any time during the Relevant Period (as remain defined). However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.
5. DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the GEM Listing Rules), has any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM.
6. COMPLIANCE
The Directors will exercise the Repurchase Mandate in accordance with the Bye-laws, the GEM Listing Rules and the applicable laws of Bermuda.
To the extent that any treasury shares are deposited with CCASS pending resale, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company's own name as treasury shares. These measures may include approval by the Board that (i) the Company will not (or will 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; or (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name as treasury shares or cancel them, in each case before the record date for the dividends or distributions.
APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
7. THE HONG KONG CODE ON TAKEOVERS AND MERGERS
If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 the Takeovers Code.
As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders’ interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, Tai Dong New Energy Holding Limited (“Tai Dong”), a company which is wholly-owned by Mr. Su Zhituan, held 213,925,197 Shares, representing approximately 29.90% of the issued share capital of the Company. In the event that the Directors exercise in full the Repurchase Mandate and assuming that there will be no change in the issued share capital of the Company and Tai Dong does not dispose of their interest in Shares nor acquire additional interest in Shares prior to any repurchase of Shares, the interest of Tai Dong in the Shares would be increased to approximately 33.22% of the then issued share capital of the Company respectively. Accordingly, an exercise of the Repurchase Mandate in full will result in Mr. Su Zhituan becoming obligated to make a mandatory 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 obligations under the Takeovers Code for the substantial shareholders to make a mandatory offer. Save as the aforementioned, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any purchases made pursuant to the Repurchase Mandate.
As at the Latest Practicable Date, the Directors had no intention to exercise the Repurchase Mandate to an extent which will trigger off the mandatory offer requirement pursuant to the rules of the Takeovers Code or which will result in the amount of the Shares held by the public being reduced to less than the prescribed minimum percentage of 25%.
8. SHARES REPURCHASE MADE BY THE COMPANY
The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the previous six months preceding the Latest Practicable Date.
9. CORE CONNECTED PERSON
No core connected persons (as defined in the GEM Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders at the AGM.
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APPENDIX I
EXPLANATORY STATEMENT ON REPURCHASE MANDATE
10. SHARE PRICES
The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months up to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| May | 0.140 | 0.109 |
| June | 0.111 | 0.089 |
| July | 0.161 | 0.083 |
| August | 0.200 | 0.091 |
| September | 0.158 | 0.120 |
| October | 0.124 | 0.069 |
| November | 0.090 | 0.073 |
| December | 0.087 | 0.080 |
| 2026 | | |
| January | 0.085 | 0.071 |
| February | 0.080 | 0.077 |
| March | 0.085 | 0.033 |
| April | 0.053 | 0.032 |
| May | 0.033 | 0.016 |
| June (up to the Latest Practicable Date) | 0.024 | 0.021 |
APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED
Detail of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, and the independent non-executive director nominee are set out below:
(1) Mr. So Man Pan ("Mr. So"), an executive Director and chairman of the Company
Mr. So, aged 45, has been appointed as an executive director and the Chairman of the Board of Directors on 15 December 2025. He has also been appointed as the compliance officer, the authorized representative and a member of each of the remuneration committee (the "Remuneration Committee") and the nomination committee (the "Nomination Committee"). He is responsible for strategic planning and operational management of the Group. Mr. So obtained a Bachelor of Business Administration (BBA) degree from Jinan University in 2004. Prior to founding his own company, Mr. So served as the general manager of JT International Logistics China Limited from 2004 to 2010. He founded his own private company with a focus on international trade and logistics, Vast Rich Trading Limited (previously known as Lucky Star Logistics Limited and Golden City International Logistics Limited) in 2011 and has served as its chief executive officer since then. He has over 20 years of experience in managing business operations of group companies.
Mr. So shall be subject to retirement at the first annual general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting. Mr. So shall also be subject to retirement by rotation at least once every three years at the annual general meetings of the Company since his last re-election pursuant to Bye-laws. Pursuant to the service agreement, Mr. So will be entitled to a Director's remuneration of HK$120,000 per annum which has been determined by the Board with reference to his duties and experience and the prevailing marketing conditions.
Mr. So is the cousin of Mr. Su Zhituan, a substantial shareholder of the Group. As at the date of this circular, Mr. Su Zhituan is deemed to be interested in 213,925,197 shares of the Group by virtue of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), representing 29.90% of the total issued share capital of the Company, through Tai Dong New Energy Holding Limited and Tai Dong Holding Limited.
Save as disclosed herein, Mr. So does not have any relationship with any Director, senior management or substantial or controlling shareholders of the Company.
Save as disclosed herein, as at the Latest Practicable Date, (i) Mr. So does not hold any position in the Company or any of its subsidiaries; (ii) Mr. So has not held any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years or other major appointments and professional qualifications; and (iii) Mr. So does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO (Chapter 571 of the laws of Hong Kong).
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED
Save as disclosed herein, there is no information relating to the re-election of Mr. So that needs to be brought to the attention of the Shareholders nor is there any information relating to Mr. So that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.
(2) Mr. Tam B Ray, Billy (“Mr. Tam”), independent non-executive Director, and member of each of the Audit Committee and Nomination Committee
Mr. Tam, aged 55, was appointed as an independent non-executive Director on 5 March 2012. He has been a practicing solicitor in Hong Kong for over 27 years. He holds an EMBA from the Chinese University of Hong Kong, a Bachelor of Laws degree from the University of London, a Bachelor degree in laws of the People’s Republic of China from Tsinghua University and a Master of Laws degree from the University of Hong Kong. Mr. Tam is a partner of Messrs. Ho & Tam. He has been an independent non-executive director of China Fortune Financial Group Limited (stock code: 290), a company listed on the Main Board of the Stock Exchange, from 4 December 2007 to 21 December 2016. He has also been an independent non-executive director of Silk Road Energy Services Group Limited (stock code: 8250), a company listed on GEM, from 10 November 2011 to 18 June 2014. Mr Tam has also been a non-executive director of Larry Jewelry International Company Limited (stock code: 8351), a company listed on GEM of the Stock Exchange, from 16 December 2010 to 19 September 2014 and Milan Station Holdings Limited (stock code: 1150), a company listed on the Main Board of the Stock Exchange, since 28 April 2011 to 3 March 2017.
The GEM Listing Committee of the Stock Exchange (the “Committee”) made a public statement on 6 August 2015 which involves criticism on, among others, Mr. Tam as a former non-executive director of Larry Jewelry International Company Limited (stock code: 8351) (“Larry Jewelry”). The Committee found that Mr. Tam breached:
(1) Rule 5.01(6) of the GEM Listing Rules (“Rule 5.01(6)”) for (a) failure to consider the application of the announcement requirement under Rule 19.36 of the GEM Listing Rules (“Rule 19.36”) to the waiver (the “Waiver”) by a supplemental agreement (the “Supplemental Agreement”) of a profit guarantee arrangement in relation to an acquisition (the “Acquisition”) by a subsidiary of Larry Jewelry at the relevant time; (b) alternatively, if Mr. Tam did in fact consider the application of Rule 19.36 at the material time, his failure to properly understand the requirements of the GEM Listing Rules and Rule 19.36 in arriving at the decision that the Waiver and the Supplemental Agreement was not a material variation to the Acquisition and was not subject to announcement; and (c) his failure to consult and seek advice from the compliance adviser of Larry Jewelry (the “Compliance Adviser”); and
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED
(2) his obligations under the Director’s Declaration and Undertaking given to the Stock Exchange in the form set out in Appendix 6A to the GEM Listing Rules (a) to use his best endeavours to procure Larry Jewelry’s compliance with the GEM Listing Rules by reason of (i) failing to contemplate and consider the application of Rule 19.36 in respect of the Waiver and the Supplemental Agreement; and (ii) failing to consult the Compliance Adviser who, had he done so, could and should have reasonably advised that the Waiver and the Supplemental Agreement constituted a material variation to the Acquisition requiring announcement and shareholders’ approval hence preventing a breach of Rule 19.36; and (b) to comply with the GEM Listing Rules to the best of his ability by reason of his breach of Rule 5.01(6). Further details relating to the aforesaid public statement are set out in the news release made by the Stock Exchange on 6 August 2015.
Mr. Tam was appointed for an initial term of two years from the date of his letter of appointment which has been continued after his initial term. Mr. Tam’s appointment will be subject to retirement by rotation and re-election in accordance with the Bye-laws. He is entitled to an emolument of HK$12,500 per month which was determined with reference to his duties and responsibilities with the Company, the Company’s performance, prevailing market conditions and the market emoluments for directors of other listed companies.
Save as disclosed herein, as at the Latest Practicable Date, (i) Mr. Tam does not hold any position in the Company or any of its subsidiaries nor does he have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (ii) Mr. Tam has not held any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years or other major appointments and professional qualifications; and (iii) Mr. Tam does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO (Chapter 571 of the laws of Hong Kong).
Save as disclosed herein, there is no information relating to the re-election of Mr. Tam that needs to be brought to the attention of the Shareholders nor is there any information relating to Mr. Tam that is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules.
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APPENDIX II
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED
(3) Mr. Chan Koon Fat (“Mr. Chan”), independent non-executive Director nominee
Mr. Chan, aged 47, has been appointed as the chief financial officer, company secretary and the authorised representative of China Brilliant Global Limited (“CBG”) (a company listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) under stock code: 8026) since 12 February 2018. Mr. Chan has also been appointed as an independent non-executive director of LVGEM (China) Real Estate Investment Company Limited (a company listed on the Stock Exchange under stock code: 95) since 30 August 2024. Mr. Chan has over 20 years of experience in the areas of capital markets, accounting and finance, investment and corporate management covering a number of industry sectors such as real estate, medical and garment. Prior to joining CBG, Mr. Chan was the chief financial officer and company secretary of On Real International Holdings Limited (a company listed on the Stock Exchange under stock code: 8245) from March 2016 to August 2017 and was responsible for all financial, accounting, investment and corporate finance matters. Since August 2007, Mr. Chan held senior positions including chief financial officer, financial controller and company secretary of certain companies which were listed on Singapore Exchange Limited.
Mr. Chan holds a Master of Business Administration (Financial Services) of Hong Kong Polytechnic University and a bachelor degree in accounting of Lingnan University, Hong Kong. He is a fellow and practicing member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants.
Upon shareholder’s approval at the AGM, Mr. Chan will enter into a letter of appointment (the “Letter of Appointment”) with the Company for a term of 3 years commencing from 30 June 2026 and ending on 29 June 2029. Pursuant to the Letter of Appointment, Mr. Chan will be entitled to receive an emolument of HK$120,000 per annum, which was determined by the Board based on the recommendations of the remuneration committee of the Company with reference to his role, level of experience, qualifications, duties and responsibilities in the Company, the terms of the Company’s remuneration policy as well as the current market rate. In accordance with the Bye-laws of the Company, Mr. Chan will hold office until the next general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting. Thereafter, his appointment shall be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws of the Company and the GEM Listing Rules.
- for identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
SuperRobotics Holdings Limited
超人智能控股有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 8176)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of SuperRobotics Holdings Limited (the “Company”) will be held at Room 1405, 14/F, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on 30 June 2026 at 11:00 a.m., for the following purposes:
ORDINARY RESOLUTIONS
- To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “Directors”) and auditors of the Company for the year ended 31 December 2025.
- To re-elect Mr. So Man Pan as an executive Director.
- To re-elect Mr. Tam B Ray, Billy, who has served more than nine years, as an independent non-executive Director.
- To appoint Mr. Chan Koon Fat as an independent non-executive director.
- To authorise the board (the “Board”) of Directors to fix the Directors’ remuneration.
- To re-appoint Jon Gepsom CPA Limited as the auditors of the Company and to authorise the Board to fix their remuneration.
- To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (c) below, pursuant to the Rules (the “GEM Listing Rules”) Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with (including any sale or transfer of treasury shares out of treasury) shares of the Company (the “Shares”) and 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 be and the same is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the approval in paragraph (a) above shall authorise the Directors 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 after the end of the Relevant Period;
(c) the total number of Shares allotted or sold or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) or sold by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under a share option scheme of the Company; or (iii) 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 bye-laws (the “Bye-laws”) of the Company of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:
(aa) 20 per cent. of the total number of the issued Shares (excluding treasury shares, if any) of the Company in issue on the date of the passing of this resolution; and
(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the total number of any Shares of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the total number of issued Shares (excluding treasury shares, if any) of the Company on the date of the passing of resolution numbered 8),
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of 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 expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any other applicable laws of Bermuda to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors by this resolution.
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NOTICE OF ANNUAL GENERAL MEETING
"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of 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 of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).
Any reference to an allotment, issue, grant, offer or disposal of Shares shall include the sale or transfer of treasury shares in the capital of the Company (including to satisfy any obligation upon the conversion or exercise of any convertible securities, options, warrants or similar rights to subscribe for shares of the Company) to the extent permitted by, and subject to the provisions of, the Listing Rules and applicable laws and regulations.
- To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose under the Hong Kong Code on Share Buy-backs, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act 1981 of Bermuda and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
(b) the total number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the total number of issued Shares (excluding treasury shares, if any) of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution,
"Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
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NOTICE OF ANNUAL GENERAL MEETING
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any other applicable laws of Bermuda to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting prior to the next annual general meeting of the Company revoking or varying the authority given to the Directors by this resolution."
- To consider and, if thought fit, pass the following resolution as ordinary resolution:
"THAT conditional upon resolutions numbered 7 and 9 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 7 above be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 8 above, provided that such amount shall not exceed 10 per cent of the total number of issued Shares (excluding treasury shares, if any) of the Company as at the date of passing of this resolution."
By Order of the Board
SuperRobotics Holdings Limited
Mr. So Man Pan
Chairman and Executive Director
Hong Kong, 5 June 2026
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal place of
business in Hong Kong:
Room 1405, 14/F
China Merchants Tower
Shun Tak Centre
168-200 Connaught Road Central
Sheung Wan, Hong Kong
Notes:
-
A member entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the AGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
-
In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours (excluding any part of a day that is a public holiday) before the time for holding the AGM (i.e. 26 June 2026 at 11:00 a.m.) or any adjournment thereof. Completion and return 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 (as the case may be) and in such event, the form of proxy shall be deemed to be revoked.
NOTICE OF ANNUAL GENERAL MEETING
-
The register of members of the Company will be closed from Thursday, 25 June 2026 to Tuesday, 30 June 2026, both days inclusive, in order to determine the entitlement to attend the AGM. In order to qualify for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, 24 June 2026.
-
In relation to the proposed resolutions numbered 2-4 above, Mr. So Man Pan and Mr. Tam B Ray, Billy will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the bye-laws of the Company. Mr. Chan Koon Fat is nominated to be the independent non-executive director of the Company Biographical details of them are set out in Appendix II to the circular (the “Circular”) of the Company dated 5 June 2026.
-
In relation to the proposed resolutions numbered 7 and 8 above, approval is being sought from the shareholders of the Company for the grant to the Directors of a general mandate to allot, issue or otherwise deal with new Shares under the GEM Listing Rules. The Directors have no immediate plans to issue new Shares other than the Shares which may fall to be issued under the existing share option scheme of the Company or any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of whole or part of a dividend which may be approved by shareholders of the Company.
-
In relation to the proposed resolution numbered 8 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the GEM Listing Rules is set out in Appendix I to the Circular.
As at the date of this notice, the Board comprises of three executive Directors, namely Mr. So Man Pan, Mr. Su Zhenhui and Mr. Feng Zheng, one non-executive Director, namely Ms. Li Jiaqi, and three independent non-executive Directors, namely Mr. Tam B Ray, Billy, Mr. Xue Wei and Mr. Xu Guojun.
This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 notice 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 notice misleading.
This notice will remain on the “Latest Listed Company Information” page of the website of the Stock Exchange at http://www.hkexnews.hk for at least 7 days from the date of its posting and be posted on the website of the Company at http://www.superrobotics.com.hk.
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