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TradeGo FinTech Limited Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in 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, bank manager, solicitor, professional accountant, or other professional adviser.
If you have sold or transferred all your shares in TradeGo FinTech Limited (the "Company"), you should at once hand this circular and the accompanying proxy form to the purchaser(s) or the transferee(s) or to the bank, the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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.
TradeGo
TradeGo FinTech Limited
捷利交易寶金融科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8017)
PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; RETIREMENT OF DIRECTORS AND PROPOSED RE-ELECTION OF DIRECTORS; RE-APPOINTMENT OF AUDITOR; AND NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM to be held at 2808, Phase II, Qianhai Shimao Financial Center, 3040 Xinghai Avenue Nanshan Street Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen, the PRC on Tuesday, 30 June 2026 at 10:00 a.m. is set out on pages 17 to 21 of this circular. A proxy form for use at the AGM is enclosed with this circular.
Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and deposit the same at the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, as soon as possible and in any event no later than 48 hours before the time appointed for the AGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.
This circular will remain on the website of the GEM of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk on the "Latest Listed Company Information" page for at least seven days from the date of its publication and on the website of the Company at www.tradegomart.com.
28 May 2026
CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED
CHARACTERISTICS OF GEM ("GEM") OF THE STOCK EXCHANGE OF HONG KONG LIMITED (the "Stock Exchange")
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 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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
CONTENT
Page
Definitions 1
Letter from the Board
- Introduction 4
- Issue Mandate 5
- Repurchase Mandate 5
- Extension Mandate 5
- Re-election of Directors 6
- Re-appointment of the Auditor 6
- AGM 7
- Closure of Register of Members 7
- Responsibility statement 8
- Recommendation 8
- General 8
- Miscellaneous 8
Appendix I - Explanatory statement 9
Appendix II - Details of the retiring Directors proposed for re-election 13
Notice of AGM 17
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be convened and held at 2808, Phase II, Qianhai Shimao Financial Center, 3040 Xinghai Avenue Nanshan Street Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen, the PRC on Tuesday, 30 June 2026 at 10:00 a.m. or any adjournment thereof
"AGM Notice"
the notice convening the AGM set out on pages 17 to 21 of this circular
"Articles of Association"
the amended and restated articles of association of the Company as amended from time to time, and the "Article" shall mean an article of the Articles of Association
"Audit Committee"
the audit committee of the Board
"Board"
the board of Directors
"Companies Act"
the Companies Act (as revised) of the Cayman Islands as amended from time to time
"Company"
TradeGo FinTech Limited (捷利交易寶金融科技有限公司), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM (Stock Code: 8017)
"controlling shareholder(s)"
has the meaning ascribed to it under the GEM Listing Rules
"Director(s)"
the director(s) of the Company
"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 (including any sale or transfer of treasury Shares (if any) out of treasury) which may be allotted and issued under the Issue Mandate may be extended by the addition thereto the total number of Shares repurchased under the Repurchase Mandate, as set out in resolution number 6 in the AGM Notice
"GEM"
GEM operated by the Stock Exchange
- 1 -
DEFINITIONS
"GEM Listing Rules" the Rules Governing the Listing of Securities on GEM
"Group" the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC" Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Issue Mandate" a general and unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with new Shares (including any sale or transfer of treasury Shares (if any) out of treasury) not exceeding 20% of the total number of Shares in issue (excluding treasury Shares, if any) as at the date of passing of the relevant resolution granting such general mandate by the Shareholders, as set out in resolution number 4 of the AGM Notice
"Latest Practicable Date" 22 May 2026, being the latest practicable date prior to the publication of this circular for ascertaining certain information referred to in this circular
"Nomination Committee" the nomination committee of the Board
"PRC" the People's Republic of China
"Remuneration Committee" the remuneration committee of the Board
"Repurchase Mandate" a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all the powers of the Company to repurchase Shares not exceeding 10% of the total number of Shares in issue (excluding treasury Shares, if any) as at the date of passing of the relevant resolution granting such repurchase mandate by the Shareholders, as set out in resolution number 5 in the AGM Notice
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
- 2 -
- 3 -
DEFINITIONS
"Share(s)"
ordinary share(s) with a nominal value of HK$0.01
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
"treasury shares"
has the meaning ascribed to it under the GEM Listing
Rules
"%"
per cent.
LETTER FROM THE BOARD
TradeGo
TradeGo FinTech Limited
捷利交易寶金融科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8017)
Executive Directors:
Mr. LIU Yong (劉勇)
Mr. WAN Yong (萬勇)
Mr. ZHANG Wenhua (張文華)
Non-executive Directors:
Mr. LIN Hung Yuan (林宏遠)
Mr. WANG Haihang (王海航)
Independent Non-executive Directors:
Ms. JIAO Jie (焦捷)
Mr. MAN Kong Yui (文剛銳)
Mr. HENG Victor Ja Wei (邢家維)
Registered office:
Ocorian Trust (Cayman) Limited
Windward 3, Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Principal place of business in
Hong Kong:
Room 3405, West Tower
Shun Tak Centre
168-200 Connaught Road Central
Hong Kong
28 May 2026
To the Shareholders
Dear Sir or Madam,
PROPOSED GRANTING OF GENERAL MANDATES
TO ISSUE NEW SHARES AND REPURCHASE SHARES;
RETIREMENT OF DIRECTORS AND
PROPOSED RE-ELECTION OF DIRECTORS;
RE-APPOINTMENT OF AUDITOR;
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for, among other things, (i) the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the re-election of relevant retiring Directors; (iii) the re-appointment of auditor, and to give you notice of the AGM.
LETTER FROM THE BOARD
ISSUE MANDATE
At the AGM, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to allot, issue and deal with new Shares (including any sale or transfer of treasury shares (if any) out of treasury) with an aggregate number of not exceeding 20% of the total number of Shares in issue (excluding treasury Shares, if any) as at the date of passing of the relevant resolution.
As at the Latest Practicable Date, a total of 750,000,000 Shares were in issue (including 43,064,000 treasury shares). 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 (if any) out of treasury), a maximum of 141,387,200 Shares.
The Directors wish to state that they have no immediate plan to issue new Shares (including any sale or transfer of treasury shares (if any) out of treasury) pursuant to the Issue Mandate.
REPURCHASE MANDATE
At the AGM, an ordinary resolution will also be proposed to grant to the Directors a general and unconditional mandate to exercise all the powers of the Company to repurchase Shares on the Stock Exchange with an aggregate amount of not exceeding 10% of the total number of Shares in issue (excluding treasury Shares, if any) as at the date of passing of the relevant resolution.
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 70,693,600 Shares.
The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.
An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the GEM Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.
EXTENSION MANDATE
In addition, a separate ordinary resolution will further be proposed for extending the Issue Mandate authorising the Directors to allot, issue and deal with Shares (including any sale or transfer of treasury Shares (if any) out of treasury) to the extent of the Shares repurchased pursuant to the Repurchase Mandate.
LETTER FROM THE BOARD
The Repurchase Mandate and the Issue Mandate (including the Extension Mandate), if granted at the AGM would expire at 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 any applicable laws or the Articles of Association to be held; or (iii) variation or revocation by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.
RE-ELECTION OF DIRECTORS
According to Article 108 of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three (3), 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.
As such, Mr. ZHANG Wenhua, Ms. JIAO Jie and Mr. HENG Victor Ja Wei shall retire by rotation at the AGM and being eligible, offer themselves for re-election.
The Nomination Committee, having reviewed the Board's composition, nominated Mr. ZHANG Wenhua, Ms. JIAO Jie and Mr. HENG Victor Ja Wei to the Board for it to recommend to the Shareholders for re-election at the AGM. The nominations were made in accordance with the nomination policy of the Company and the objective criteria for the nominations include but not limited to gender, age, cultural and educational background, skills and professional experience, with due regard for the benefits of diversity policy of the Company.
The Nomination Committee had also assessed and reviewed each of the independent non-executive Directors' written confirmation of independence based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules, and is of the view that each of the independent non-executive Director remains independent. The Nomination Committee has also (i) considered the structure, size and skill mix of the Board; and (ii) considered education, skills and experiences of the independent non-executive Directors and is of the view that the independent non-executive Directors can contribute to the diversity of the Board.
Particulars of each of the retiring Directors who are subject to re-election at the AGM are set out in Appendix II to this circular.
RE-APPOINTMENT OF THE AUDITOR
SHINEWING (HK) CPA Limited will retire as the auditor of the Company at the AGM and, being eligible, offer itself for re-appointment as the auditor of the Company.
The Board proposed to re-appoint SHINEWING (HK) CPA Limited as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
The estimated audit fee for the audit of the consolidated financial statements of the Group for the financial year ending 31 March 2027 is expected to be approximately HK$1,100,000.
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LETTER FROM THE BOARD
The estimated audit fee represents a fair and reasonable estimation, after due consideration and arm's length negotiation between the Company and SHINEWING (HK) CPA Limited. The estimation takes into account various factors such as the size and structure of the Group, the nature and complexity of the Group's businesses, the expected scope, timetable and direction of the audit and the time and resources deployed by the auditor.
Furthermore, the estimated audit fee assumes there will be no additional material changes in the Group's businesses and operations, accounting policies or regulatory environment, and that the Company will provide timely and adequate assistance and information as required for the audit.
Unless there is a material change in the basis and assumption set out above, the final audit fee should not deviate materially from the estimated amount initially disclosed. In the event of any material change, the Company will make further disclosure as appropriate.
AGM
A notice convening the AGM to be held at 2808, Phase II, Qianhai Shimao Financial Center, 3040 Xinghai Avenue Nanshan Street Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen, the PRC on Tuesday, 30 June 2026 at 10:00 a.m. is set out on pages 17 to 21 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the granting of the Issue Mandate (including the Extension Mandate) and the Repurchase Mandate, the re-election of Directors and the re-appointment of auditor.
A proxy form for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and deposit the same at the Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.
All the resolutions proposed to be approved at the AGM will be voted by poll by the Shareholders and an announcement will be made by the Company after the AGM on the poll results of the AGM.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining entitlement to attend and vote at the AGM, the transfer books and register of members of the Company will be closed from Thursday, 25 June 2026 to Tuesday, 30 June 2026, both days inclusive, during which period no transfer of Shares will be registered. The record date for determining the entitlement of the holders of Shares to attend and vote at the Meeting will be Tuesday, 30 June 2026. 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 Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 24 June 2026.
- 7 -
LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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.
RECOMMENDATION
The Directors consider that the proposed granting of the Issue Mandate (including the Extension Mandate) and the Repurchase Mandate, the proposed re-election of Directors and the re-appointment of auditor are in the 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 and as set out in the AGM Notice.
GENERAL
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
Yours faithfully
For and on behalf of the Board of
TradeGo FinTech Limited
Liu Yong
Chairman and Executive Director
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APPENDIX I
EXPLANATORY STATEMENT
This Appendix I serves as an explanatory statement, as required pursuant to Rule 13.08 and other relevant provisions of the GEM Listing Rules, to provide you with the requisite information for your consideration of the Repurchase Mandate.
1. THE GEM LISTING RULES
The GEM Listing Rules permit a company with a primary listing on the Stock Exchange to repurchase its shares on the Stock Exchange subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.
Neither the explanatory statement nor the proposed Share repurchase has any unusual features.
2. SHARE CAPITAL
As at the Latest Practicable Date, the total number of Shares in issue was 750,000,000 Shares (including 43,064,000 treasury shares).
Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased following the Latest Practicable Date and up to the date of the AGM, exercise in full of the Repurchase Mandate could accordingly result in up to 70,693,600 Shares (representing 10% of the total number of Shares in issue (excluding treasury shares) as at the date of passing of the resolution) being repurchased by the Company during the period from the passing of the Repurchase Mandate at the AGM up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying the Repurchase Mandate, whichever occurs first.
3. REASONS FOR THE REPURCHASES
The Directors believe that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.
4. FUNDING OF REPURCHASES
In repurchasing Shares, the Company will only apply funds legally available for such purpose in accordance with its Articles of Association, the Companies Act and the GEM Listing Rules. The Company will not repurchase its Shares listed on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange as amended from time to time.
APPENDIX I
EXPLANATORY STATEMENT
5. IMPACT ON WORKING CAPITAL OR GEARING POSITION
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 contained in the annual report of the Company for the year ended 31 March 2026) in the event that the Repurchase Mandate is exercised in full at any time. 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 its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
6. DISCLOSURE OF INTERESTS
None of the Directors, to the best of their knowledge, having made all reasonable enquiries, any of their respective 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.
7. DIRECTORS' UNDERTAKING
The Directors have undertaken that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.
8. SHARES REPURCHASES MADE BY THE COMPANY
The Company made the following repurchases of Shares on GEM during the six months immediately preceding the Latest Practicable Date:
| Date of Repurchase | No. of Shares Repurchased | Repurchased Price paid per share | Aggregate consideration (HK$) | |
|---|---|---|---|---|
| Highest (HK$) | Lowest (HK$) | |||
| 29 December 2025 | 2,000,000 | 1.45 | 1.37 | 2,804,000 |
| 30 December 2025 | 2,000,000 | 1.49 | 1.41 | 2,912,360 |
| 31 December 2025 | 2,000,000 | 1.49 | 1.44 | 2,911,840 |
| 2 January 2026 | 2,000,000 | 1.57 | 1.48 | 3,059,000 |
| 5 January 2026 | 2,000,000 | 1.63 | 1.50 | 3,137,400 |
| 6 January 2026 | 2,000,000 | 1.77 | 1.66 | 3,410,800 |
| 7 January 2026 | 2,000,000 | 1.64 | 1.60 | 3,236,680 |
| 8 January 2026 | 2,000,000 | 1.68 | 1.64 | 3,302,640 |
| 9 January 2026 | 2,000,000 | 1.70 | 1.69 | 3,394,000 |
| 12 January 2026 | 2,000,000 | 1.67 | 1.65 | 3,328,000 |
| 13 January 2026 | 1,808,000 | 1.66 | 1.63 | 2,962,280 |
| 14 January 2026 | 2,000,000 | 1.65 | 1.63 | 3,289,840 |
| 15 January 2026 | 2,000,000 | 1.65 | 1.59 | 3,256,000 |
APPENDIX I
EXPLANATORY STATEMENT
| Date of Repurchase | No. of Shares Repurchased | Repurchased Price paid per share | Aggregate consideration (HK$) | |
|---|---|---|---|---|
| Highest (HK$) | Lowest (HK$) | |||
| 16 January 2026 | 1,796,000 | 1.63 | 1.61 | 2,909,800 |
| 19 January 2026 | 2,000,000 | 1.64 | 1.61 | 3,246,640 |
| 20 January 2026 | 2,000,000 | 1.65 | 1.60 | 3,244,560 |
| 21 January 2026 | 900,000 | 1.63 | 1.58 | 1,438,840 |
| 22 January 2026 | 852,000 | 1.56 | 1.54 | 1,320,520 |
| 23 January 2026 | 844,000 | 1.55 | 1.49 | 1,288,880 |
| 26 January 2026 | 764,000 | 1.55 | 1.50 | 1,157,720 |
| 27 January 2026 | 1,036,000 | 1.55 | 1.50 | 1,578,360 |
| 28 January 2026 | 1,000,000 | 1.57 | 1.48 | 1,525,760 |
| 10 April 2026 | 1,064,000 | 1.29 | 1.27 | 1,362,600 |
| 13 May 2026 | 2,000,000 | 1.28 | 1.22 | 2,520,240 |
| 14 May 2026 | 1,000,000 | 1.26 | 1.23 | 1,247,320 |
| 15 May 2026 | 2,000,000 | 1.29 | 1.23 | 2,530,600 |
9. INTENTION STATEMENT REGARDING REPURCHASED SHARES
Subject to the applicable requirements under the GEM Listing Rules, the Company may cancel the repurchased shares following settlement of any such repurchase or hold them as treasury shares. If held as treasury shares of the Company, such treasury shares might be used for cancellation and/or to provide incentives to employees or be sold or transferred of be used for such purposed subject to, for example market conditions and the Company's Articles of Association and the applicable GEM Listing Rules.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall have appropriate measures to ensure that it would not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws with respect to treasury, which include (without limitation):
(i) procuring its broker not to give an instruction 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; or
(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.
APPENDIX I
EXPLANATORY STATEMENT
10. CONNECTED PERSON
No connected persons (as defined in the GEM Listing Rules) has notified the Company that he/she/it has a present intention to sell any Shares to the Company or its subsidiaries, or has undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders at the AGM.
11. SHARE PRICES
The highest and lowest prices at which the Shares were traded on GEM during each of the previous twelve months and up to the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2025 | | |
| May | 0.750 | 0.405 |
| June | 0.950 | 0.670 |
| July | 1.48 | 0.680 |
| August | 2.40 | 1.22 |
| September | 2.50 | 1.89 |
| October | 2.16 | 1.59 |
| November | 1.75 | 1.25 |
| December | 1.49 | 1.08 |
| 2026 | | |
| January | 1.77 | 1.35 |
| February | 1.55 | 1.24 |
| March | 1.49 | 1.12 |
| April | 1.33 | 1.14 |
| May (up to and including the Latest Practicable
Date) | 1.41 | 1.13 |
APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:
RE-ELECTION OF DIRECTORS
1. Mr. ZHANG Wenhua (張文華)
Mr. ZHANG Wenhua (張文華), aged 47, was appointed as an executive Director on 9 September 2021. Mr. ZHANG is the chief technology officer of the Group, and is responsible for the management of the R&D department of the Group. He joined the Group as the R&D manager in December 2010.
Mr. ZHANG graduated from the Jiangxi Normal University (江西師範大學) in December 1997, specialising in computer application.
Prior to joining the Group, Mr. ZHANG worked at Konson Software (Shenzhen) Company Limited (港信軟件(深圳)有限公司) engaging in R&D work from September 2001 to February 2009.
A service contract for a term of three years commencing from 30 June 2026 has been entered between Mr. ZHANG Wenhua and the Company, subject to retirement by rotation unless the service agreement is terminated in accordance with the terms therein. According to the service agreement, Mr. ZHANG Wenhua is entitled to a Director's fee of HK$740,000 per calendar year, which was determined by the Board based on the recommendation of the Remuneration Committee and with regard to the prevailing market conditions and his duties and responsibilities as an executive Director and is subject to the review of the Remuneration Committee from time to time. Mr. ZHANG had the following interest in the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date:
| Name | Capacity/Nature of interest | Number of Shares held/ interested in | Percentage of interest in the Company |
|---|---|---|---|
| Mr. ZHANG Wenhua | Interest held jointly with another person (Note 1) | 26,233,582 | 3.50% |
| Beneficial Owner | 8,192,000 | 1.09% | |
| 34,425,582 | 4.59% |
Note:
- Xin Cheng International Limited (鑫誠國際有限公司) ("Xin Cheng"), holds a total of 26,233,582 Shares. Xin Cheng is wholly-owned by Stand Tall International Limited (立高國際有限公司) ("Stand Tall"). Therefore, according to the SFO, Stand Tall is deemed or taken to be interested in the Shares held by Xin Cheng. The details of the Shares held by Stand Tall are set out in the section headed "Statutory and General Information - (E) Pre-IPO Equity Interest Incentive Scheme" in the Appendix IV to the Prospectus. According to Pre-IPO Equity Interest Incentive Scheme, all of the power to vote as shareholder of Xin Cheng (and/or Stand Tall) was delegated to the board of Xin Cheng (as at the Latest Practicable Date, Mr. LIU Yong is the sole director of Xin Cheng), and Mr. LIU Yong, Mr. WAN Yong and
APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Mr. ZHANG Wenhua are all shareholders of Stand Tall. Therefore, Mr. LIU Yong, Mr. WAN Yong and Mr. ZHANG Wenhua are deemed to be or are taken to be interested in all the Shares held by Xin Cheng.
Save as disclosed above, Mr. ZHANG Wenhua (i) does not hold any directorship in listed public companies in the last three years or major appointments and professional qualifications; (ii) does not have any interest or short position in any shares, underlying shares or debentures of the Company or any of its associated corporations required to be disclosed pursuant to Part XV of the SFO; and (iii) does not hold any other positions with the Company or any of its subsidiaries nor does he has any other relationship with any Directors, senior management, substantial shareholder or controlling shareholder of the Company.
In addition, there are no other matters that need to be brought to the attention of the Shareholders nor is there other information required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules in respect of Mr. ZHANG Wenhua who is proposed to be re-elected at the AGM.
2. Ms. JIAO Jie (焦捷)
Ms. JIAO Jie (焦捷), aged 45, was appointed as an independent non-executive Director on 29 August 2018, and is mainly responsible for overseeing the management independently and providing independent judgement on the issues of strategy, performance, resources and standard of conduct of the Company. She is also a member of each of the Audit Committee, the Remuneration Committee and Nomination Committee.
Ms. JIAO has over 10 years of experience in initial public offerings, private equity financing and corporate legal affairs. Ms. JIAO worked as a legal assistant at Beijing Jingtian & Gongcheng (北京市競天公誠律師事務所) from November 2004 to February 2007. Thereafter, she joined China Sunshine Paper Holdings Company Limited (stock code: 2002) ("China Sunshine"), the shares of which are listed on the Main Board of the Stock Exchange, as the board secretary and special assistant to the chairman of China Sunshine from March 2007 to January 2010. From January 2010 to February 2012, Ms. JIAO worked as chief counsel and head of investor relations in Beijing SouFun Network Technology Company Limited (北京搜房網絡技術有限公司). She then joined Huijin Stone (Xiamen) Co. Ltd. (滙金石(廈門)有限公司), a subsidiary of ArtGo Holdings Limited (formerly known as ArtGo Mining Holdings Limited) (stock code: 3313), the shares of which are listed on the Main Board of the Stock Exchange, as vice president and general counsel from March 2012 to June 2014. She was appointed to the position of joint company secretary of ArtGo Holdings Limited in December 2013 and resigned in May 2014. From June 2014 to December 2018, Ms. JIAO was the chief financial officer of iClick Interactive Asia Limited (NASDAQ: ICLK). She was an independent non-executive director of China Sunshine Paper Holdings Limited (stock code: 2002) since January 2014 and resigned on 29 August 2025. She was the independent director of China Index Holdings Limited (NASDAQ: CIH) since June 2019 and resigned on 20 May 2022. She was an independent non-executive director of MOG Holdings Limited (stock code: 1942) since April 2020 and resigned on 5 August 2024. She was appointed as an independent director of Quhuo Ltd. (NASDAQ: QH) since July 2020. She has been appointed as an independent non-executive director of each of Palasino Holdings Limited (stock code: 2536) since July 2024, Tianli Holdings Group Limited (stock code: 117) since December 2024, LVGEM (China) Real Estate Investment Company Limited (stock code: 95) since February 2025 and Arta TechFin Corporation Limited (stock code: 279) since December 2025.
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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
Ms. JIAO obtained the degree of Laws and Economics from Peking University in July 2003. She further obtained the degree of Magister Juris from University of Oxford in July 2005. In addition, she obtained the Legal Professional Qualification Certificate (法律職業資格證書) from the Ministry of Justice of the PRC in March 2010. She has also obtained the Registered Qualification Certificate of Enterprise Legal Adviser (企業法律顧問執業資格證書) accredited jointly by the Ministry of Human Resources and Social Security of the PRC, the State-owned Assets Supervision and Administration Commission of the State Council of the PRC and the Ministry of Justice of the PRC in October 2011. Ms. JIAO has been a chartered financial analyst accredited by the CFA Institute since September 2014. Ms. JIAO has entered into a new letter of appointment with the Company for a term of three years commencing from 30 June 2026, subject to retirement by rotation unless the letter of appointment is terminated in accordance with the terms therein. According to the letter of appointment, Ms. JIAO is entitled to a basic annual remuneration of HK$200,000 per calendar year, which was determined by the Board based on the recommendation of the Remuneration Committee and with regard to the prevailing market conditions and her duties and responsibilities as an independent non-executive Director and is subject to the review of the Remuneration Committee from time to time.
Save as disclosed above, Ms. JIAO (i) does not hold any directorship in listed public companies in the last three years or major appointments and professional qualifications; (ii) does not have any interest or short position in any shares, underlying shares or debentures of the Company or any of its associated corporations required to be disclosed pursuant to Part XV of the SFO; and (iii) does not hold any other positions with the Company or any of its subsidiaries nor does she has any other relationship with any Directors, senior management, substantial shareholder or controlling shareholder of the Company.
In addition, there are no other matters that need to be brought to the attention of the Shareholders nor is there other information required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules in respect of Ms. JIAO who is proposed to be re-elected at the AGM.
- Mr. HENG Victor Ja Wei (邢家維)
Mr. HENG Victor Ja Wei (邢家維), aged 49, was appointed as an independent non-executive Director on 7 February 2023, and is mainly responsible for overseeing the management independently and providing independent judgement on the issues of strategy, performance, resources and standard of conduct of the Company. He is also the chairman of the Audit Committee.
Mr. HENG is a partner of Morison Heng, Certified Public Accountants. Mr. HENG graduated from Imperial College of Science, Technology and Medicine, a university in London, with a master degree in computing science. He is a member of the Hong Kong Institute of Certified Public Accountants and holds a Certified Public Accountant (Practising) certificate issued by Accounting and Financial Reporting Council and is a fellow of the Association of Chartered Certified Accountants.
Mr. HENG serves as an independent non-executive director of Lee & Man Chemical Company Limited (理文化工有限公司) (Stock Code: 746), Matrix Holdings Limited (美力時集團有限公司) (Stock code: 1005) and Veson Holdings Limited (親信控股有限公司) (Stock Code: 1399),
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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED FOR RE-ELECTION
all being companies whose shares are listed on the Stock Exchange. He also serves as an Independent Non-Executive Director of Bacui Technologies International Ltd (stock code: YYB), a company listed on the Singapore Stock Exchange. Mr. HENG also serves as the company secretary of China Life Insurance Company Limited (中國人壽保險股份有限公司) (Stock Code: 2628), whose shares are listed on the main board of the Stock Exchange. From 30 March 2012 to 13 December 2024, Mr. HENG served as an independent non-executive director of Best Food Holding Company Limited (百福控股有限公司) (Stock Code: 01488).
Mr. HENG has entered into a new letter of appointment with the Company for a term of three years commencing 30 June 2026 unless the letter of appointment is terminated in accordance with the terms of the letter of appointment. According to the new letter of appointment, Mr. HENG is entitled to a director's fee of HK$200,000 per calendar year, which was determined by the Board based on the recommendation of the Remuneration Committee and with regard to the prevailing market conditions and his duties and responsibilities as an independent non-executive Director and is subject to the review of the Remuneration Committee from time to time.
Save as disclosed above, Mr. HENG (i) does not hold any directorship in listed public companies in the last three years or major appointments and professional qualifications; (ii) does not have any interest or short position in any shares, underlying shares or debentures of the Company or any of its associated corporations required to be disclosed pursuant to Part XV of the SFO; and (iii) does not hold any other positions with the Company or any of its subsidiaries nor does he has any other relationship with any Directors, senior management, substantial shareholder or controlling shareholder of the Company.
In addition, there are no other matters that need to be brought to the attention of the Shareholders nor is there other information required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules in respect of Mr. HENG who is proposed to be re-elected at the AGM.
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NOTICE OF AGM
TradeGo
TradeGo FinTech Limited
捷利交易寶金融科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8017)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of shareholders of TradeGo FinTech Limited (the "Company") will be held at 2808, Phase II, Qianhai Shimao Financial Center, 3040 Xinghai Avenue Nanshan Street Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen, the PRC on Tuesday, 30 June 2026 at 10:00 a.m., to consider and, if thought fit, to pass with or without amendments, the following 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") of the Company and the independent auditor of the Company for the year ended 31 March 2026;
-
(a) To re-elect Mr. ZHANG Wenhua as an executive Director;
(b) To re-elect Ms. JIAO Jie as an independent non-executive Director;
(c) To re-elect Mr. HENG Victor Ja Wei as an independent non-executive Director;
(d) To authorise the board of Directors to fix the Directors' remuneration.
-
To re-appoint SHINEWING (HK) CPA Limited as the auditor of the Company and to authorise the board of Directors to fix its remuneration;
-
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NOTICE OF AGM
- 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 Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with unissued shares of HK$0.01 each in the capital of the Company (the "Shares" and each a "Share") (including any sale or transfer of treasury Shares (if any) out of treasury) and to make or grant offers, agreements and options, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) below);
(c) the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (including any sale or transfer of treasury Shares (if any) out of treasury) (whether pursuant to options or otherwise) 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 the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the "Articles of Association") 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:
(i) 20 per cent. of the total number of Shares in issue (excluding treasury Shares, if any) as at the date of the passing of this resolution; and
(ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the total number of Shares 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 Shares in issue (excluding treasury Shares, if any) as at the date of the passing of resolution no. 5),
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
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NOTICE OF AGM
(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 Articles of Association or the applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
“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 outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).
- To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to purchase the Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Act of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
NOTICE OF AGM
(b) the total number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10 per cent. of the total number of the Shares in issue (excluding treasury Shares, if any) 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;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or the applicable laws of the Cayman Islands to be held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."
- To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4 above be and it is hereby approved to be extended by adding to the total number of the Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors (including any sale or transfer of treasury Shares (if any) out of treasury) pursuant to or in accordance with such general mandate of an amount representing the total number of the Shares purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above."
By order of the Board
TradeGo FinTech Limited
Mr. LIU Yong
Chairman and Executive Director
Hong Kong, 28 May 2026
Registered office:
Ocorian Trust (Cayman) Limited
Windward 3, Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands
Principal place of business in Hong Kong:
Room 3405, West Tower
Shun Tak Centre
168-200 Connaught Road Central
Hong Kong
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NOTICE OF AGM
Notes:
-
A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles of Association, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the Meeting 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.
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Where there are joint registered holders of any shares, any one of such joint holders may vote at the Meeting (or any adjournment thereof), either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders by present at the Meeting personally or by proxy, that one of the said joint holders, whether in person or by proxy, so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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In order to be valid, the complete form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, not less than 48 hours before the time for holding the Meeting or any adjournment thereof.
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The transfer books and register of members of the Company will be closed from Thursday, 25 June 2026 to Tuesday, 30 June 2026 both days inclusive, during which period no transfer of Shares will be registered. The record date for determining the entitlement of the holders of Shares to attend and vote at the Meeting will be Tuesday, 30 June 2026. In order to qualify for attending and voting at the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 24 June 2026.
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In relation to the proposed resolution no. 2 above, details of the retiring Directors standing for re-election are set out in Appendix II to this circular.
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In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders for the granting to the Directors of a general mandate to authorise the allotment and issue of shares of the Company (including the sale or transfer of treasury shares out of treasury) under the GEM Listing Rules. The Directors have no immediate plans to issue any new shares of the Company other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.
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In relation to proposed resolution no. 5 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 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 this circular.
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If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 7:00 a.m. on the date of the Meeting, the Meeting will be adjourned. The Company will post an announcement on the website of Company at www.tradegomart.com and on the GEM website of the Stock Exchange at www.hkexnews.hk to notify shareholders of the Company of the date, time and place of the adjourned meeting.
The Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the Meeting under bad weather conditions bearing in mind their own situations.
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