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Tongdao Liepin Group Proxy Solicitation & Information Statement 2026
50970_rns_2026-04-28_b6da65cc-79e3-4ad0-90a9-2e927cb74d1c.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Tongdao Liepin Group, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
猎聘
Tongdao Liepin Group
同道獵聘集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6100)
PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED RE-APPOINTMENT OF AUDITORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
BUY BACK SHARES AND TO ISSUE AND RESELL SHARES
AND
PROPOSED AMENDMENTS TO THE MEMORANDUM
AND ARTICLES OF ASSOCIATION
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of Tongdao Liepin Group to be held at 1F, Building 9, Wangjing Chengying Center, No.5 Laiguangying West Road, Chaoyang District, Beijing, China on Wednesday, 3 June 2026 at 3:00 p.m. is set out on pages 70 to 76 of this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's Hong Kong Share Registrar and Transfer Office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, 1 June 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof, as the case may be, if so wish, and in such case, the form of proxy shall be deemed to be revoked.
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (https://www.hkexnews.hk) and the Company (https://ir.liepin.com).
Holders of treasury shares, if any, have no voting rights at the general meeting(s) of the Company.
References to time and dates in this circular are to Hong Kong time and dates.
28 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 5
- Proposed Re-election of Directors 5
- Proposed Re-appointment of Auditors 5
- Proposed Granting of General Mandate to Buy Back Shares 6
- Proposed Granting of General Mandate to Issue and Resell Shares 6
- Proposed Amendments to the Existing Memorandum and Articles of Association and Adoption of Amended Memorandum and Articles of Association 7
- Annual General Meeting and Proxy Arrangement 8
- Recommendation 9
Appendix I — Details of the Directors Proposed to be Re-elected at the Annual General Meeting 10
Appendix II — Explanatory Statement on the Share Buy-back Mandate 13
Appendix III — Proposed Amendments to the Memorandum and Articles of Association 19
Notice of Annual General Meeting 70
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting"
the annual general meeting of the Company to be held at 1F, Building 9, Wangjing Chengying Center, No.5 Laiguangying West Road, Chaoyang District, Beijing, China on Wednesday, 3 June 2026 at 3:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 70 to 76 of this circular, or any adjournment thereof
"Articles of Association"
the articles of association of the Company currently in force
"Audit Committee"
the audit committee of the Board
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System, a securities settlement system established and operated by the HKSCC
"China" or "PRC"
People's Republic of China, except where the context requires otherwise and only for the purposes of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan
"Company"
Tongdao Liepin Group, (Stock Code: 6100), an exempted company with limited liability incorporated under the laws of the Cayman Islands on 30 January 2018, the shares of which are listed on the Main Board of the Hong Kong Stock Exchange
"Director(s)"
the director(s) of the Company
"Group"
the Company and its subsidiaries from time to time
"HKSCC"
the Hong Kong Securities Clearing Company Limited
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DEFINITIONS
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Issuance and Resale Mandate"
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares (including any sale or transfer of treasury shares out of treasury) of not exceeding 20% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting
"Latest Practicable Date"
27 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended, supplemented or otherwise modified from time to time
"Nomination Committee"
the nomination committee of the Board
"Remuneration Committee"
the remuneration committee of the Board
"Securities and Futures Ordinance" or "SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Share(s)"
ordinary share(s) of US$0.0001 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company (for the avoidance of doubt, the holders of treasury shares have no voting rights at the general meeting(s) of the Company)
- 2 -
- 3 -
DEFINITIONS
"Share Buy-back Mandate"
a general mandate proposed to be granted to the Directors to buy-back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting
"Shareholder(s)"
holder(s) of the Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission as amended from time to time
"treasury shares"
has the meaning ascribed to it under the Listing Rules
"US$"
United States dollars, the lawful currency of the United States of America
"%"
per cent
LETTER FROM THE BOARD
指聘
Tongdao Liepin Group
同道獵聘集團
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 6100)
Executive Directors:
Mr. Dai Kebin (Chairman and Chief Executive Officer)
Mr. Tian Ge (Chief Financial Officer)
Independent Non-executive Directors:
Mr. Ye Yaming
Mr. Zhang Ximeng
Ms. Fan Xinpeng
Registered Office:
89 Nexus, Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
Headquarter and Principal Place of Business in the PRC:
Room 415-3, Building No. 5
Courtyard No. 59
Gaoliangqiaoxie Road
Haidian District
Beijing, PRC
Principal Place of Business in Hong Kong:
Unit 417, 4th Floor
Lippo Centre, Tower Two
No. 89 Queensway
Admiralty, Hong Kong
28 April 2026
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED RE-APPOINTMENT OF AUDITORS
PROPOSED GRANTING OF GENERAL MANDATES TO
BUY BACK SHARES AND TO ISSUE AND RESELL SHARES
PROPOSED AMENDMENTS TO THE MEMORANDUM
AND ARTICLES OF ASSOCIATION
NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Wednesday, 3 June 2026.
2. PROPOSED RE-ELECTION OF DIRECTORS
In accordance with Article 16.18 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.
In this connection, pursuant to Article 16.18 of the Articles of Association, Mr. Tian Ge and Ms. Fan Xinpeng will retire from office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election at the Annual General Meeting.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy, the Director Nomination Policy and the Company's corporate strategy. The Nomination Committee has recommended to the Board on the re-election of all the retiring Directors. The Company considers that the retiring Directors will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
3. PROPOSED RE-APPOINTMENT OF AUDITORS
An ordinary resolution will be proposed at the Annual General Meeting to approve the re-appointment of Messrs. KPMG as the auditors of the Company until the conclusion of the next annual general meeting of the Company. The re-appointment of the independent auditors of the Company has been reviewed by the audit committee of the Company which made recommendation to the Board that the re-appointment be submitted and proposed for Shareholders' approval at the Annual General Meeting. Messrs. KPMG have indicated their willingness to be re-appointed as auditors of the Company for the said period. After negotiation between the Company and Messrs. KPMG, the Board proposes a total payment of fees of around RMB3,200,000 for the auditing of
the financial statements and related audit services for the year 2026, which was determined by complexity and business plan of the Company, the expected audit scope, audit timetable and auditors' resources required.
4. PROPOSED GRANTING OF GENERAL MANDATE TO BUY-BACK SHARES
In order to give the Company the flexibility to buy-back Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Buy-back Mandate to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting (i.e. a total of 50,490,517 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). The Directors have no other immediate plan to buy-back any Share pursuant to the Share Buy-back Mandate.
As at the Latest Practicable Date, the Company has 9,578,600 treasury shares.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Buy-back Mandate is set out in Appendix II to this circular.
5. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE AND RESELL SHARES
Pursuant to the amendments to the Listing Rules relating to treasury shares, the Company may cancel the Shares bought back following settlement of any such buy-back and/or hold such Shares in treasury, subject to market conditions and its capital management needs at the relevant time of such buy-back. Accordingly, if the Company buy-backs any Shares pursuant to the Share Buy-back Mandate and holds such Shares in treasury, any resale or transfer of the Shares held in treasury will be subject to the Issuance and Resale Mandate as set out in item 6 of the notice of the Annual General Meeting and made in accordance with the Listing Rules and the applicable laws and regulations.
In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance and Resale Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares (excluding any treasury shares) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting (i.e. a total of 100,981,034 Shares on the basis that the issued share capital of the
Company remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issuance and Resale Mandate by adding the number of Shares bought back by the Company pursuant to the Share Buy-back Mandate will also be proposed at the Annual General Meeting.
The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance and Resale Mandate.
6. PROPOSED AMENDMENTS TO THE EXISTING MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF AMENDED MEMORANDUM AND ARTICLES OF ASSOCIATION
Reference is made to the announcement of the Company dated 28 April 2026 in relation to the proposed amendments to the existing Memorandum and Articles of Association and adoption of amended Memorandum and Articles of Association.
The Board proposes to amend the existing fifth amended and restated memorandum and articles of association of the Company (the "Existing MAA") and to adopt the sixth amended and restated memorandum and articles of association of the Company in substitution for, and to the exclusion of, the Existing MAA. The proposed amendments are made for the purposes of (i) bringing the Existing MAA in line with the latest regulatory requirements in relation to hybrid meetings and electronic voting, and the electronic dissemination of corporate communications by listed issuers; (ii) optimizing the Existing MAA regarding treasury shares; (iii) facilitating the implementation of an uncertificated securities market; and (iv) making consequential and other housekeeping amendments (the "Proposed Amendments"). Please refer to the Appendix III to this circular for details of the Proposed Amendments.
The legal advisers to the Company as to Hong Kong laws and Cayman Islands laws have respectively confirmed that the Proposed Amendments comply with the requirements of the Listing Rules and are not inconsistent with the laws of the Cayman Islands, respectively.
The Board considers that the Proposed Amendments are in the interests of the Company and the Shareholders as a whole. The Board confirms that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.
The Proposed Amendments are prepared in the English language. The Chinese translation of the Proposed Amendments is for reference only. In case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.
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7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 70 to 76 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (https://www.hkexnews.hk) and the Company (https://ir.liepin.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's Hong Kong Share Registrar and Transfer Office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 3:00 p.m. on Monday, 1 June 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the Annual General Meeting or any adjournment thereof, as the case may be, if so wish, and in such case, the form of proxy shall be deemed to be revoked.
Treasury shares, if any, and registered under the name of the Company, and Shares bought-back pending cancellation, shall have no voting rights at the Annual General Meeting. For the avoidance of doubt, for the purpose of the Listing Rules, treasury shares, if any, pending withdrawal from and/or transferring through CCASS shall not bear any voting rights at the Annual General Meeting. As at the Latest Practicable Date, 9,578,600 treasury shares were held by the Company, and there are no Shares bought-back pending cancellation.
- 8 -
8. RECOMMENDATION
The Directors consider that the proposed re-election of Directors, proposed re-appointment of auditors, the granting of the Share Buy-back Mandate and the Issuance and Resale Mandate, the amendments to the Existing MAA and the adoption of the sixth Amended and Restated Memorandum and Articles of Association 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 all the resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board
Tongdao Liepin Group
Dai Kebin
Chairman
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
Mr. Tian Ge (田歌), aged 39, joined our Group in November 2019 and now serves as chief financial officer of our Company. He is responsible for overseeing the corporate finance, investments and acquisitions, investor relations, procurements and other middle and back office work of our Group. Mr. Tian also serves as the supervisor and the director at certain of our subsidiaries. Prior to joining our Group, Mr. Tian held various positions in China, France, the United States, the United Kingdom and Singapore at General Electric Company (stock symbol: GE), including as the Head of Finance of GE Power Global Repair Solutions APAC, from December 2009 to October 2019. Mr. Tian received a bachelor's degree in international accounting from Sichuan University in June 2008. Mr. Tian is a member of the Association of Chartered Certified Accountants (ACCA).
Save as disclosed above, Mr. Tian did not hold any directorship in any other public company, the securities of which are listed in Hong Kong or overseas in the past three years, nor has any relationships with other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
Mr. Tian has signed a service contract with the Company for a term of three years commencing from 3 April 2024 and is subject to retirement by rotation and is eligible for re-election at least once every three years at the annual general meeting of the Company in accordance with Article 16.18 of the Articles of Association. Mr. Tian will not be entitled to receive any director fee from the Company as his remuneration shall be paid according to his employment with the Company with reference to his duties and performance and the prevailing market condition and trends.
As at the Latest Practicable Date, to the best of the Board's knowledge and belief having made all reasonable enquiries, Mr. Tian is interested or is deemed to be interested in Shares of the Company within the meaning of Part XV of the SFO as follows: (a) 1,364,683 Shares of the Company ("Shares"); and (b) share options carrying rights to subscribe for 1,500,000 Shares.
Save for the information disclosed above, there is no information which is disclosable nor is Mr. Tian involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Tian that need to be brought to the attention of the Shareholders.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Ms. FAN Xinpeng (范新鹏), aged 47, is our independent non-executive Director, appointed on 12 September 2023. She is also the Chairman of the Audit Committee, a member of the Nomination Committee and a member of the Remuneration Committee of our Company. Ms. Fan was the chief financial officer of Dali Foods Group Company Limited (達利食品集團有限公司) from March 2023 to February 2024, the chief financial officer and group vice president of EastGarden International Group Limited (宣格國際集團有限公司) from 2022 to 2023, an executive director and the head of China financial services and fintech industry under the investment banking division of Morgan Stanley Asia Limited (摩根士丹利亞洲有限公司) from 2010 to 2022. Prior to that, she worked in other leading global investment banks and accounting firms from 2004 to 2010, including PricewaterhouseCoopers (Hong Kong) (普華永道會計師事務所(香港)), Merrill Lynch (Asia) Limited (美林(亞洲)有限公司), and Deloitte Touche Tohmatsu (New York) (德勤會計師事務所(紐約)). Ms. Fan has been serving as an independent non-executive director of PegBio Co., Ltd (派格生物醫藥(杭州)股份有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 02565.HK), since February 2024. Ms. Fan has also been the managing director of HSBC Holdings plc, a company listed on the Hong Kong Stock Exchange (stock code: 00005.HK) and London Stock Exchange (stock code: HSBA) since June 2024. Ms. Fan has professional experiences in global investment banking, capital market financing, mergers and acquisitions, as well as corporate finance management in the Chinese consumer industry.
Ms. Fan graduated from the University of Texas at Austin in 2004 with a master's degree in accounting and from Beijing Technology and Business University (北京工商大學) with a bachelor's degree in economics in 1999. Ms. Fan is also a member of the American Institute of Certified Public Accountants.
Save as disclosed above, Ms. Fan did not hold any directorship in any other public company, the securities of which are listed in Hong Kong or overseas in the past three years, nor has any relationships with other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
Ms. Fan has signed an appointment letter with the Company for a term of three years commencing from 12 September 2023 and is subject to retirement by rotation and is eligible for re-election at least once every three years at the annual general meeting of the Company in accordance with Article 16.18 of the Articles of Association.
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According to the appointment letter, Ms. Fan is entitled to receive HKD500,000 per annum. Ms. Fan’s remuneration package has been determined by the Board based on the recommendation of the Remuneration Committee after considering a range of factors including her experience, her duties and responsibilities in the Company, the remuneration structure of the Company and levels of remuneration for peers in the market.
As at the Latest Practicable Date, Ms. Fan does not have, and is not deemed to have any interests in the Shares, underlying Shares or debentures of the Company within the meaning of Part XV of the SFO.
Save for the information disclosed above, there is no information which is disclosable nor is Ms. Fan involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Ms. Fan that need to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company (excluding any treasury shares) comprised 504,905,174 Shares. As at the Latest Practicable Date, the Company has 9,578,600 treasury shares.
Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Share Buy-back Mandate and on the basis that the issued share capital of the Company (excluding any treasury shares) remains unchanged on the date of the Annual General Meeting, i.e. being 504,905,174 Shares, the Directors would be authorized under the Share Buy-back Mandate to buy back, during the period in which the Share Buy-back Mandate remains in force, a total of 50,490,517 Shares, representing 10% of the total number of Shares in issue (excluding any treasury shares) as at the date of the Annual General Meeting.
2. REASONS FOR SHARE BUY-BACK
Although the Directors have no present intention of exercising the proposed Share Buy-back Mandate, the Directors believe that the granting of the Share Buy-back Mandate is in the best interests of the Company and the Shareholders as a whole.
Such Shares buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders.
On the other hand, the Shares bought back by the Company and held as treasury shares may provide more flexibility to the Board to resell the treasury shares on the market prices to raise additional funds for the Company, or transfer or use for Share grants under share schemes that comply with Chapter 17 of the Listing Rules and for other purposes permitted under the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE
3. FUNDING OF SHARE BUY-BACK
The Company may only apply funds legally available for share buy-back in accordance with its Articles of Association, the Companies Act (2023 Revision) (as consolidated and revised) of the Cayman Islands and/or any other applicable laws, as the case may be. The Cayman Companies Act provides that the amount of capital repaid in connection with a Share buy-back may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the buy-back or out of capital subject to and in accordance with the Cayman Companies Act. The amount of premium payable on buy-back over the par value of the Shares to be purchased 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 Company's Shares are bought back in the manner provided for in the Cayman Companies Act.
4. IMPACT OF SHARE BUY-BACK
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 accounts contained in the annual report of the Company for the year ended 31 December 2025) in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
EXPLANATORY STATEMENT
ON THE SHARE BUY-BACK MANDATE
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange in each of the previous twelve months and up to and including the Latest Practicable Date were (excluding any treasury shares) as follows:
| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| April | 4.988 | 3.236 |
| May | 3.900 | 3.150 |
| June | 3.940 | 3.260 |
| July | 4.460 | 3.300 |
| August | 4.440 | 3.740 |
| September | 4.350 | 3.470 |
| October | 3.700 | 3.130 |
| November | 3.740 | 3.150 |
| December | 4.180 | 3.450 |
| 2026 | | |
| January | 4.800 | 3.600 |
| February | 4.050 | 3.220 |
| March | 3.260 | 2.500 |
| April (up to the Latest Practicable Date) | 2.990 | 2.550 |
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company or its subsidiaries in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
The Company has not been notified by any core connected person (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Buy-back Mandate is approved by the Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
The Company confirms that the explanatory statement set out in this Appendix II contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the explanatory statement nor the proposed share buy-back has unusual features.
Following a Shares buy-back, the Company may cancel any Shares bought back and/or hold them as treasury shares subject to, among others, market conditions and its capital management needs at the relevant time of the buy-back, which may change due to evolving circumstances.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board, implement the below interim measures (collectively, the "Interim Measures") which include (without limitation):
(i) procuring its broker not to give any instructions to HKSCC to vote at general meetings for the treasury shares deposited with CCASS;
(ii) in the case of dividends or distributions (if any and where applicable), withdrawing 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 relevant record date for the dividend or distributions; and
(iii) taking any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.
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7. TAKEOVERS CODE
If as a result of a buy-back of Shares pursuant to the Share Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), 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 offer in accordance with Rule 26 of the Takeovers Code.
To the best knowledge of the Company, as at the Latest Practicable Date, Mr. Dai Kebin and Ms. Song Yueting were interested in an aggregate of 140,224,129 Shares representing approximately 27.26% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Share Buy-back Mandate in full, the aggregate shareholding of Mr. Dai Kebin and Ms. Song Yueting would be increased to approximately 30.28% of the total issued share capital of the Company. To the best knowledge and belief of the Directors, such increase in shareholding would give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to buy back Shares to the extent that will trigger the obligations under the Takeovers Code.
Save for aforesaid, to the best knowledge of the Directors, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buy back of Shares pursuant to the Share Buy-back Mandate.
The Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
EXPLANATORY STATEMENT
ON THE SHARE BUY-BACK MANDATE
8. SHARE BUY-BACK MADE BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company has bought back a total of 9,578,600 Shares on the Stock Exchange and details are set out below.
| Date of Buy-back | No. of Shares Bought Back | Buy-back Price per Share | |
|---|---|---|---|
| Highest HK$ | Lowest HK$ | ||
| 3 December 2025 | 743,000 | 3.76 | 3.62 |
| 4 December 2025 | 128,000 | 3.84 | 3.74 |
| 5 December 2025 | 358,800 | 3.90 | 3.88 |
| 8 December 2025 | 702,800 | 3.93 | 3.85 |
| 9 December 2025 | 1,202,200 | 3.95 | 3.87 |
| 10 December 2025 | 588,400 | 3.95 | 3.89 |
| 15 December 2025 | 702,000 | 3.85 | 3.71 |
| 16 December 2025 | 579,000 | 3.89 | 3.77 |
| 17 December 2025 | 465,600 | 3.99 | 3.90 |
| 18 December 2025 | 552,000 | 3.95 | 3.85 |
| 19 December 2025 | 354,200 | 4.03 | 3.99 |
| 22 December 2025 | 183,000 | 4.10 | 4.09 |
| 23 December 2025 | 753,000 | 4.09 | 3.96 |
| 24 December 2025 | 627,200 | 4.07 | 3.95 |
| 29 December 2025 | 539,400 | 4.07 | 3.88 |
| 30 December 2025 | 400,000 | 3.95 | 3.81 |
| 31 December 2025 | 700,000 | 4.00 | 3.86 |
| Total | 9,578,600 |
APPENDIX III
PROPOSED AMENDMENTS TO THE MEMORANDUM
| Memorandum and Articles of Association currently in force | Proposed to be amended as | ||
|---|---|---|---|
| Article No. | Articles of Association | Article No. | Articles of Association |
| 2.2 | In these Articles, unless there be something in the subject or context inconsistent therewith: | 2.2 | In these Articles, unless there be something in the subject or context inconsistent therewith: |
| “Articles” shall mean these Articles of Association and all supplementary, amended or substituted Articles for the time being in force. | “announcement” shall mean any official publication of a notice or document of the Company, including any publication, subject to and to such extent permitted by the Listing Rules, by electronic communication or by advertisement published in the newspapers or in such manner or means ascribed and permitted by the Listing Rules and applicable laws. | ||
| “associate” shall have the meaning given to it in the Listing Rules. | “approved securities registrar” (a) in relation to prescribed securities, has the same meaning as in Part I of Schedule 1 to the Securities and Futures Ordinance; and (b) in relation to securities that are not prescribed securities, a person who is appointed to maintain the register of holders. | ||
| “Auditors” shall mean the majority of the Directors present and voting at a meeting of Directors at which a quorum is present. | “Articles” shall mean these Articles of Association and all supplementary, amended or substituted Articles for the time being in force. | ||
| “ASR Code” shall mean the Code of Conduct for Approved Securities Registrar published by the SFC as from time to time in effect and include any amendments thereof and any other codes or guidelines incorporated therewith, supplementary thereto or substituted therefor. | |||
| “associate” shall have the meaning given to it in the Listing Rules. | |||
| “Auditors” shall mean the persons appointed by the Company from time to time to perform the duties of auditors of the Company. | |||
| “Board” shall mean the majority of the Directors present and voting at a meeting of Directors at which a quorum is present. |
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APPENDIX III
| Memorandum and Articles of Association currently in force | Proposed to be amended as | |||
|---|---|---|---|---|
| Article No. | Articles of Association | Article No. | Articles of Association | |
| “business day” | shall mean a day on which the Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Exchange is closed for business of dealing in securities in Hong Kong on a day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purpose of these Articles be counted as a business day. | “business day” shall mean a day on which the Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Exchange is closed for business of dealing in securities in Hong Kong on a day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purpose of these Articles be counted as a business day. | ||
| “capital” | shall mean the share capital from time to time of the Company. | “capital” shall mean the share capital from time to time of the Company. | ||
| “Chairman” | shall mean the Chairman presiding at any meeting of members or of the Board. | “Chairman” shall mean the Chairman presiding at any meeting of members or of the Board. | ||
| “close associate” | shall have the meaning given to it in the Listing Rules. | “CCASS” shall mean the Central Clearing and Settlement System operated by the HKSCC. | ||
| “Communication Facilities” | shall mean video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communication, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other. | “clear day” shall mean, in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect. | ||
| “Companies Act” | shall mean the Companies Act (As Revised), Cap. 22 of the Cayman Islands and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor. | “close associate” shall have the meaning given to it in the Listing Rules. | ||
| “Communication Facilities” shall mean video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communication, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other. | ||||
| “Companies Act” shall mean the Companies Act (As Revised), Cap. 22 of the Cayman Islands and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor. |
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| Memorandum and Articles of Association currently in force | Proposed to be amended as | |||
|---|---|---|---|---|
| Article No. | Articles of Association | Article No. | Articles of Association | |
| “Competent regulatory authority” | shall mean a competent regulatory authority in the territory where the shares of the Company are listed or quoted on a stock exchange in such territory. | “Competent regulatory authority” shall mean a competent regulatory authority in the territory where the shares of the Company are listed or quoted on a stock exchange in such territory. | ||
| “Companies Ordinance” | shall mean the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) as in force from time to time. | “Companies Ordinance” shall mean the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) as in force from time to time. | ||
| “Company” | shall mean Tongdao Liepin Group 同道匯聘集團. | “Company” shall mean Tongdao Liepin Group 同道匯聘集團. | ||
| “Company's Website” | shall mean the website of the Company, the address or domain name of which has been notified to members. | “Company's Website” shall mean the website of the Company, the address or domain name of which has been notified to members. | ||
| “Corporate Communication” | shall have the meaning given to it in the Listing Rules. | “Corporate Communication” shall have the meaning given to it in the Listing Rules. | ||
| “Director” | shall mean any director from time to time of the Company. | “dematerialize” or “dematerialization” shall have the meaning given to it in Rule 2(1) of the USM Rules. | ||
| “dividend” | shall include bonus, scrip dividends, distributions in specie or in kind, capital distributions and capitalisation issue permitted by the Companies Act to be categorised as dividends. | “Director” shall mean any director from time to time of the Company. | ||
| “electronic” | shall have the meaning given to it in the Electronic Transactions Act. | “dividend” shall include bonus, scrip dividends, distributions in specie or in kind, capital distributions and capitalisation issue permitted by the Companies Act to be categorised as dividends. | ||
| “electronic communication” | shall mean a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other electro-magnetic means in any form through any medium. | “electronic” shall have the meaning given to it in the Electronic Transactions Act. | ||
| “electronic communication” shall mean a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other electro-magnetic means in any form through any medium. |
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| Memorandum and Articles of Association currently in force | Proposed to be amended as | ||
|---|---|---|---|
| Article No. | Articles of Association | Article No. | Articles of Association |
| “holding company” shall have the meaning attributed to such term in the Companies Ordinance. | “holding company” shall have the meaning attributed to such term in the Companies Ordinance. | ||
| “Listing Rules” shall mean the Rules Governing the Listing of Securities on the Exchange as amended, supplemented or otherwise modified from time to time. | “HKSCC” shall mean The Hong Kong Securities Clearing Company Limited. | ||
| “members” shall mean the persons who are duly registered as the holders from time to time of shares in the register including persons who are jointly so registered. | “HKSCCN” shall mean HKSCC Nominees Limited in its capacity as nominee for HKSCC (or any successor thereto) as operator of Central Clearing and Settlement System and any successor, replacement or assign of HKSCC Nominees Limited as nominee for the operator of Central Clearing and Settlement System. | ||
| “Memorandum” shall mean the memorandum of association of the Company. | “hybrid meeting” shall mean a general meeting convened for the (i) physical attendance and participation by members and/or proxies (and any other permitted participants of such meeting, including, without limitation, the Chairman of such meeting and any Directors) at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by members and/or the proxies (and any other permitted participants of such meeting, including, without limitation, the Chairman of such meeting and any Directors) by means of electronic facilities. | ||
| “month” shall mean a calendar month. | “Listing Rules” shall mean the Rules Governing the Listing of Securities on the Exchange as amended, supplemented or otherwise modified from time to time. | ||
| “Meeting Location” shall have the meaning given to it in Article 13.1(a). | |||
| “members” shall mean the persons who are duly registered as the holders from time to time of shares in the register of holders including persons who are jointly so registered. | |||
| “Memorandum” shall mean the memorandum of association of the Company. | |||
| “month” shall mean a calendar month. |
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(a) Subject to the Companies Act, these Articles, the Listing Rules, and any other rules and regulations of any competent regulatory authority, the Board may by a resolution of the Directors at any time: (a) cancel any one or more treasury shares; or (b) transfer any one or more treasury shares to any person, whether or not for valuable consideration (including at a discount to the nominal or par value of such shares).
(b) No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's assets (including any distribution of assets to members on a winding up) may be made to the Company in respect of a treasury share.
(c) The Company shall be entered in the register of holders as the holder of the treasury shares. However: (i) the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the treasury shares, and any purported exercise of such a right shall be void; and (ii) a treasury share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Companies Act.
(d) Nothing in the preceding Articles prevents an allotment of shares as fully paid bonus shares in respect of a treasury share and shares allotted as fully paid bonus shares in respect of a treasury share shall be treated as treasury shares. |
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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
(A) On and from the participation date, every person whose name is entered as a holder in the register of holders shall be entitled to hold their shares being participating securities in uncertificated form through the UNSRT System, the Central Clearing and Settlement System, or any other system approved under the Securities and Futures Ordinance and the USM Rules, as applicable, in compliance with the Listing Rules and other relevant regulations. Where shares are held in certificated form, every person whose name is entered as a member in the register shall be entitled to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.
(B) On and from the participation date of any prescribed securities of the Company (including any shares of the Company that are listed on the Exchange): (a) such prescribed securities become participating securities and may be held in uncertificated form; and the titles thereto may be evidenced and transferred without an instrument in accordance with the Listing Rules, Securities and Futures Ordinance, the USM Rules, the ASR Code and all applicable laws and regulations; (b) the register of holders shall, to the fullest extent permitted by applicable laws and regulations, be the primary evidence of title to such participating securities; (c) the Board may implement such arrangements and procedures as it considers necessary or desirable to facilitate the dematerialisation, holding, transfer, registration and administration of such participating securities in uncertificated form; and (d) all provisions of these Articles shall be construed, so far as possible, to permit and facilitate the same. |
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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
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(a) The Directors may make electronic facilities available for a specific general meeting or all general meetings of the Company so that members and other participants may attend and participate at such general meetings by means of such electronic facilities. Without limiting the generality of the foregoing, (i) the Directors may determine that any general meeting may be held as an electronic meeting or a hybrid meeting and (ii) a physical meeting may also be held by means of such electronic facilities that permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such way in such a meeting shall constitute presence at such meeting. The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by specific means in addition to or in lieu of (as the case may be) physical attendance at the Principal Meeting Place, whether by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any member’s participation (whether in person, or by proxy, or in case of member not being a natural person, by its duly authorised representative) in such way in such a meeting shall constitute presence at such a meeting and shall be counted in the quorum of the meeting and entitled to vote at the meeting, and such a meeting shall be duly constituted and its proceedings valid provided that the Chairman is satisfied that adequate electronic facilities are available throughout the meeting to ensure that members, their proxies or duly authorised representatives are able to participate in the business for which the meeting has been convened. |
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APPENDIX III
PROPOSED AMENDMENTS TO THE MEMORANDUM
AND ARTICLES OF ASSOCIATION
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(f) If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rain-storm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following: |
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Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of any documents referred to in this Article or any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document might be relevant to a claim. | 27 | Document Destruction
The Company shall be entitled to destroy all instruments of transfer, probate, letters of administration, stop notices, powers of attorney, certificates of marriage or death and other documents relating to or affecting title to securities in or of the Company (“Registrable Documents”) which have been registered at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address (including any electronic address (if applicable)) at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof and it shall conclusively be presumed in favour of the Company that every entry in the register of holders if purporting to have been made on the basis of an instrument of transfer or Registrable Document so destroyed was duly and properly made and every instrument of transfer or Registrable Document so destroyed was a valid and effective instrument or document duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that:
Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, rules and regulations, authorise the destruction of any documents referred to in this Article or any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the approved securities registrar or on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document might be relevant to a claim. |
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NOTICE OF ANNUAL GENERAL MEETING
猎聘
Tongdao Liepin Group
同道獵聘集團
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting (the "Meeting") of Tongdao Liepin Group (the "Company") will be held at 1F, Building 9, Wangjing Chengying Center, No.5 Laiguangying West Road, Chaoyang District, Beijing, China on Wednesday, 3 June 2026 at 3:00 p.m. for the following purposes:
ORDINARY RESOLUTIONS
- To receive the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 31 December 2025.
- To declare a final dividend of HK$0.20 per share of the Company for the year ended 31 December 2025.
- To consider and approve, each as a separate resolution, if thought fit, the following resolutions:
(a) to re-elect Mr. Tian Ge as an executive director of the Company;
(b) to re-elect Ms. Fan Xinpeng as an independent non-executive director of the Company; and
(c) to authorize the board of directors of the Company to fix the respective directors' remuneration.
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To re-appoint Messrs. KPMG as the auditors of the Company and to authorize the board of directors of the Company to fix their remuneration.
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To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to buy-back its shares in accordance with all applicable laws, rules and regulations;
(b) the total number of shares of the Company to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution) and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting prior to the next annual general meeting of the Company.”
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To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) out of treasury) and to make or grant offers, agreements, options and similar rights to subscribe for or convert any security into shares in the Company (including bonds, notes, warrants, debentures and securities convertible into shares in the Company) which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations as amended from time to time;
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (including any sale or transfer of treasury shares out of treasury) by the directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the grant of options and the exercise of options under a share option scheme or similar arrangement for the time being adopted by the Company;
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; and
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(iv) any adjustment, after the date of grant or issue of any options, rights to subscribe for or convert any security into shares or other securities referred to above, in the price at which shares in the Company shall be subscribed, and/or in the number of shares in the Company which shall be subscribed, on exercise of relevant rights under such options, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, rights to subscribe or other securities,
shall not exceed 20% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution) and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting prior to the next annual general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong limited) out of treasury) by the directors of the Company pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”
SPECIAL RESOLUTION
- To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:
THAT:
(a) the proposed amendments to the fifth amended and restated memorandum and articles of association of the Company currently in effect (the “Proposed Amendments”), the details of which are set out in Appendix III to the circular of the Company dated 28 April 2026, be and are hereby approved;
(b) the sixth amended and restated memorandum and articles of association of the Company incorporating and consolidating all the Proposed Amendments (the “Sixth Amended and Restated M&A”), a copy of which has been produced to this meeting and initialed by the chairman of the meeting for the purpose of identification, be and are hereby approved and adopted as the memorandum and articles of association of the Company in substitution for, and to the exclusion of, the existing fifth amended and restated memorandum and articles of association of the Company with immediate effect; and
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(c) any one Director or company secretary of the Company be and is hereby authorised to do all such acts and things and execute all such documents, deeds and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Sixth Amended and Restated M&A, including without limitation, attending to the necessary registration and filings for and on behalf of the Company with the Registrar of Companies in the Cayman Islands and Hong Kong.”
By Order of the Board
Tongdao Liepin Group
Dai Kebin
Chairman
PRC, 28 April 2026
Notes:
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All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (https://www.hkexnews.hk) and the Company (https://ir.liepin.com) in accordance with the Listing Rules.
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Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and, on a poll, vote instead of him/her/it. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her/it.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's Hong Kong Share Registrar and Transfer Office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the meeting (i.e. not later than 3:00 p.m. on Monday, 1 June 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Friday, 29 May 2026 to Wednesday, 3 June 2026, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Share Registrar and Transfer Office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration as soon as possible but in any event not later than 4:30 p.m. on Thursday, 28 May 2026.
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For determining the entitlement to the proposed final dividend (subject to approval by the shareholders of the Company at the Annual General Meeting), the Register of Members of the Company will be closed from Tuesday, 9 June 2026 to Wednesday, 10 June 2026, both dates inclusive, during which period no transfer of shares will be registered. The record date for determining the entitlement to the proposed final dividend is Wednesday, 10 June 2026. In order to qualify for the proposed final dividend, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Share Registrar and Transfer Office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration as soon as possible in any event not later than 4:30 p.m. on Monday, 8 June 2026.
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A circular containing further details concerning items 3, 5, 6 and 7 set out in the above notice will be sent to all shareholders of the Company together with the 2025 Annual Report.
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Holders of treasury shares, if any, have no voting rights at the general meeting(s) of the Company.
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References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this notice, the executive directors of the Company are Mr. DAI Kebin and Mr. TIAN Ge; and the independent non-executive directors of the Company are Mr. YE Yaming, Mr. ZHANG Ximeng and Ms. FAN Xinpeng.
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