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Xiamen Jihong Co., Ltd Proxy Solicitation & Information Statement 2025
50707_rns_2025-10-27_111ded05-ca88-4be9-b196-aeebe9f04085.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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Xiamen Jihong Co., Ltd, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, 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.
XIAMEN JIHONG CO., LTD
廈門吉宏科技股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2603)
(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
(2) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS;
AND
(3) NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING
The 2025 Third EGM will be held at 38th Floor, Yuzhou Plaza, No. 55, Hubin South Road, Siming District, Xiamen, the PRC at 2:30 p.m. on Friday, November 21, 2025. Notice convening the 2025 Third EGM is set out on pages EGM-1 to EGM-3 of this circular. Proxy form for the 2025 Third EGM is enclosed in this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (https://www.jihong.cn). Shareholders who are eligible to attend and intend to appoint a proxy to attend the 2025 Third EGM shall complete and return the accompanying proxy form in accordance with the instructions printed thereon to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 24 hours before the time fixed for holding the 2025 Third EGM 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 2025 Third EGM or any adjourned meeting in person should you so desire. A letter from the Board is set out on pages 2 to 5 of this circular.
October 28, 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 2
APPENDIX I - DETAILS OF PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION ... I-1
APPENDIX II - BIOGRAPHICAL DETAILS OF THE DIRECTOR CANDIDATES
FOR THE SIXTH SESSION OF THE BOARD ... II-1
NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING ... EGM-1
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise requires:
“2025 Third EGM” the 2025 third extraordinary general meeting of the Company to be held at 38th Floor, Yuzhou Plaza, No. 55, Hubin South Road, Siming District, Xiamen, the PRC at 2:30 p.m. on Friday, November 21, 2025;
“A Share(s)” the ordinary share(s) with a par value of RMB1.00 each in the share capital of the Company which are listed on the Shenzhen Stock Exchange, and are subscribed for and traded in RMB;
“Articles of Association” the articles of association of the Company, as amended from time to time;
“Board” the board of Directors of the Company;
“Company” Xiamen Jihong Co., Ltd (廈門吉宏科技股份有限公司), a joint-stock company with limited liability incorporated in the PRC, the shares of which are listed on the Shenzhen Stock Exchange and the Main Board of the Stock Exchange;
“Director(s)” the director(s) of the Company;
“H Share(s)” overseas listed foreign share(s) with a par value of RMB1.00 each in the share capital of the Company which are listed on the Stock Exchange and are subscribed for and traded in Hong Kong dollars;
“Hong Kong” the Hong Kong Special Administrative Region of the PRC;
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
“Main Board” the Main Board of the Stock Exchange;
“PRC” the People’s Republic of China;
“RMB” Renminbi, the lawful currency of the PRC;
“Shareholder(s)” the shareholder(s) of the Company; and
“Stock Exchange” The Stock Exchange of Hong Kong Limited.
– 1 –
LETTER FROM THE BOARD
XIAMEN JIHONG CO., LTD
廈門吉宏科技股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2603)
Executive Directors:
WANG Yapeng (Chairman)
ZHUANG Hao (General Manager)
ZHANG Heping (Vice Chairman and
Deputy General Manager)
ZHUANG Shu (Deputy General Manager)
LU Tashan (Joint Company Secretary)
Non-Executive Director:
LIAO Shengxing
Independent Non-Executive Directors:
ZHANG Guoqing
YANG Chenhui
Alfred SIT Wing Hang
HAN Jianshu
NG Weng Sin
Employee Representative Director:
BAI Xueting
Registered Office:
No. 9 Putou Road
Dongfu Industry Park II
Haicang District
Xiamen
Fujian Province
PRC
Principal place of business in Hong Kong:
Office 5, 15/F
Bank of East Asia
Harbour View Centre
No. 56 Gloucester Road
Hong Kong
October 28, 2025
To the Shareholder
Dear Sir or Madam,
(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
(2) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS;
AND
(3) NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING
1. INTRODUCTION
Reference is made to the announcement of the Company dated October 28, 2025, in relation to, among other things, (i) proposed amendments to the Articles of Association; and (ii) proposed re-election and appointment of Directors.
The Company will convene the 2025 Third EGM at 2:30 p.m. on Friday, November 21, 2025, for the purpose of, among others, seeking Shareholders' approval of the above proposed resolutions.
LETTER FROM THE BOARD
The purpose of this circular is to provide you with, among other things, (i) details of the proposed amendments to the Articles of Association; (ii) details of the proposed re-election and appointment of Directors to the sixth session of the Board; and (iii) a notice of the 2025 Third EGM to enable you to make a decision on whether or not to vote in favour of or against the proposed resolutions to be proposed at the 2025 Third EGM.
2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Pursuant to the existing Articles of Association, the Board currently comprises eleven Directors, including five independent Directors and one employee representative Director. To further optimize the Company's operational mechanisms and enhance governance effectiveness, the Company intends to amend the existing Articles of Association to adjust the number of Board members from eleven to nine, including four independent Directors and one employee representative Director.
The above proposed amendments to the Articles of Association will become effective subject to the approval of the Shareholders by way of a special resolution at the 2025 Third EGM.
For details of the above proposed amendments to the Articles of Association, please refer to Appendix I to this circular.
3. PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS
According to Article 97 of the existing Articles of Association, the term of office of the fifth session of the Board will expire on November 12, 2025. At the meeting of the Board held on October 27, 2025, the Board resolved to propose to elect the Directors of the sixth session of the Board, including proposals to re-elect Ms. ZHUANG HAO, Mr. ZHANG Heping, Mr. ZHUANG Shu, and Mr. LU Tashan as executive Directors of the sixth session of the Board; to re-elect Dr. ZHANG Guoqing, Professor Alfred SIT Wing Hang, Mr. TANG Yi Hoi, Mr. CAI Qinghui as independent non-executive Directors of the sixth session of the Board. The term of the sixth session of the Board will be for a term of 3 years which is proposed to commence on November 21, 2025. All Directors of the fifth session of the Board shall continue to perform their duties as Directors in accordance with applicable laws and regulations and the Articles of Association until the re-election of the members of the sixth session of the Board is complete.
Biographical details of the above Director candidates of the sixth session of the Board are set out in Appendix II to this circular.
In identifying the above independent non-executive Director candidates, the Board has taken into consideration of their respective past performance, independence, professional skills, educational background, knowledge and experience based on the nomination of the nomination committee of the Board. Dr. ZHANG Guoqing, Professor Alfred SIT Wing Hang, Mr. TANG Yi Hoi, Mr. CAI Qinghui have extensive experience in different areas, including accounting, financial reporting, and corporate governance. In addition, their respective educational background, academic practice and working experience enable them to provide valuable opinions and perspectives and contribute to the diversity of the Board. None of the above independent non-executive Director candidates holds a position as a director in seven or more than seven listed companies and therefore they are able to devote sufficient time to perform their responsibilities as independent non-executive Directors.
LETTER FROM THE BOARD
Each of the above independent non-executive Director candidates has confirmed that, save as disclosed in this circular, he/she (i) did not hold any position in the Company or any other members of the Group; (ii) did not hold any directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years; (iii) did not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as respectively defined in Listing Rules) of the Company; (iv) did not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (v) does not have any other major appointments and professional qualifications. Each of the above independent non-executive Director candidates has also confirmed that they satisfied all the independence criteria as set out in Rule 3.13 of the Listing Rules. Save as disclosed above, each of the independent non-executive Director candidates has confirmed that there is no other information relating to their appointment which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to their appointment as an independent non-executive Director that need to be brought to the attention of the Shareholders.
Pursuant to the Articles of Association, the above proposed election of Directors of the sixth session of the Board are subject to the approval by the Shareholders at the 2025 Third EGM by way of ordinary resolution. The term of office of Directors of the sixth session of the Board will take effect from the date of the 2025 Third EGM until the expiry of the term of office of the sixth session of the Board. The term of each session of the Board is three years.
Subject to the appointment of the above Director candidates as Directors being approved by the Shareholders, the Company will enter into a service contract with each of them. The term of office of Director candidates as Directors will be from the date of approval by the Shareholders at the 2025 Third EGM until the expiry of the term of office of the sixth session of the Board, subject to re-election upon the expiry of their term of office pursuant to the Articles of Association.
Director candidates' remuneration packages will be determined by the remuneration committee of the Board by taking into account, among other matters, their terms of reference, their duties and responsibilities in the Company after authorization by the Shareholders at the 2025 Third EGM.
4. THE 2025 THIRD EGM
The 2025 Third EGM will be held at 38th Floor, Yuzhou Plaza, No. 55, Hubin South Road, Siming District, Xiamen, the PRC at 2:30 p.m. on Friday, November 21, 2025. Notice convening the 2025 Third EGM is set out on pages EGM-1 to EGM-3 of this circular.
LETTER FROM THE BOARD
Proxy form for the 2025 Third EGM is enclosed in this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (https://www.jihong.cn). Shareholders who are eligible to attend and intend to appoint a proxy to attend the 2025 Third EGM shall complete and return the proxy form in accordance with the instructions printed thereon to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 24 hours before the time fixed for holding the 2025 Third EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting at the 2025 Third EGM or any adjourned meeting in person should you so desire.
To determine the eligibility of the holders of H Shares to attend and vote at the 2025 Third EGM, the register of the holders of H Shares of the Company will be closed from Tuesday, November 18, 2025 to Friday, November 21, 2025 (both days inclusive). During this period, no transfer of H Shares will be registered. Any holder of the H Shares, whose name appears on the Company’s register of members on Friday, November 21, 2025, is entitled to attend and vote at the 2025 Third EGM. In order for the holders of H Shares to be qualified to attend and vote at the 2025 Third EGM, all transfer documents accompanied by the relevant H Share certificates must be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, November 17, 2025. For the notice of the 2025 Third EGM applicable to holders of A Shares and the relevant form of proxy, please refer to the announcement of the Company dated October 27, 2025 published on the Shenzhen Stock Exchange.
5. VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the shareholders’ general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Poll results will be announced and published by the Company in accordance with Rule 13.39(5) and 13.39(5A) of the Listing Rules after the conclusion of the 2025 Third EGM. To the best of knowledge, information and belief of the Directors, no Shareholder was required to abstain from voting at the 2025 Third EGM under the Listing Rules.
6. RECOMMENDATIONS
The Board believes that the resolutions set out in the notice of the 2025 Third EGM are in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the relevant resolutions to be proposed as set out in the notice of the 2025 Third EGM.
LETTER FROM THE BOARD
7. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
Your attention is drawn to the information set out in the appendix to this circular.
Yours faithfully,
For and on behalf of the Board
Xiamen Jihong Co., Ltd
ZHUANG Hao
Executive Director and General Manager
- 6 -
APPENDIX I
DETAILS OF PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Details of the proposed amendments to the Articles of Association are as follows:
| No. | Prior to the amendments | After the amendments |
|---|---|---|
| 1. | Article 109 The Company shall have a Board, comprising eleven Directors, including five independent Directors, with at least one independent director being an accounting professional, and 1 employee representative director. The Board shall have one chairman and one vice chairman who shall be elected by a majority vote of all directors of the Board. At all times, one-third or more of the members of the Board shall be independent non-executive directors, and the total number of independent non-executive directors shall be not less than three. | Article 109 The Company shall have a Board, comprising eleven nine Directors, including five four independent Directors, with at least one independent director being an accounting professional, and 1 employee representative director. The Board shall have one chairman and one vice chairman who shall be elected by a majority vote of all directors of the Board. At all times, one-third or more of the members of the Board shall be independent non-executive directors, and the total number of independent non-executive directors shall be not less than three. |
- I-1 -
APPENDIX II
BIOGRAPHICAL DETAILS OF THE DIRECTOR CANDIDATES FOR THE SIXTH SESSION OF THE BOARD
The biographical details of the director candidates for the sixth session of the Board are set out below:
EXECUTIVE DIRECTOR CANDIDATES
Ms. ZHUANG Hao (莊浩), aged 55, is a founder of the Company, an executive Director and the general manager of the Company, and is primarily responsible for the overall management, strategic and business development of the Group. Ms. Zhuang served as a manager of the Company upon establishment and was subsequently appointed as a Director in 2003, after which she has continued to serve as a Director and was also appointed as the general manager of the Company in 2022. Ms. Zhuang is also a member of the Strategy Committee of the Company. Ms. Zhuang currently serves key positions in a number of the Company's subsidiaries. She is a director of Hongkong Gat Wang Technology Limited (香港吉宏科技有限公司) (formerly known as Hong Kong Jihong Technology Co., Limited (香港吉宏科技有限公司)) and Fujian Strait Copyright Operation Co., Ltd. (福建省海峡版權運營有限公司), the director of Guizhou Jihong Brand Planning Management Co., Ltd. (貴州吉宏品牌策劃管理有限公司), Xiamen Haisheng Rongchuang Information Technology Co., Ltd. (廈門海晟融創資訊技術有限公司) and Jiangxi Weizhi Supply Chain Management Co., Ltd (江西維致供應鏈管理有限公司). She also serves as an executive director of Stork Paper (Shanghai) Co., Ltd (思塔克紙業(上海)有限公司). She is also an executive director and the general manager of Jiangxi Jihong Supply Chain Management Co., Ltd (江西吉宏供應鏈管理有限公司) and Xiamen Jikeyin E-Commerce Co., Ltd. (廈門市吉客印電子商務有限公司), the supervisor of Hangzhou GiiMall Internet Technology Co., Ltd. (杭州吉啸雲網絡科技有限公司), all of which are the Company's subsidiaries.
Ms. Zhuang has over 25 years of experience in the packaging and advertisement industry. From December 1996 to February 2021, Ms. Zhuang served as an executive director and the general manager at Xiamen Zhengqi Information Technology Co., Limited* (廈門市正奇信息技術有限公司), a former subsidiary of the Company, a company principally engaged in the advertisement designing and plate making business.
Ms. Zhuang obtained her bachelor's degree in printing engineering from the Beijing Institute of Graphic Communication (北京印刷學院) in June 1992.
Ms. Zhuang is the spouse of Mr. Zhang Heping, our executive Director, and the sister of Mr. Zhuang Shu, an executive Director.
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APPENDIX II
BIOGRAPHICAL DETAILS OF THE DIRECTOR CANDIDATES FOR THE SIXTH SESSION OF THE BOARD
Mr. ZHANG Heping (張和平), aged 55, is the vice chairman, an executive Director and a deputy general manager of the Company, and is primarily responsible for the overall management, strategic and business development, and overall management of packaging business of the Group. Mr. Zhang is also a member of the Nomination Committee of the Company. Mr. Zhang served as a director of the Company from July 2010 to November 2016. From November 2016 to November 2022, he served as a director and general manager of the Company. Mr. Zhang was appointed as a director, vice chairman and deputy general manager of the Company in November 2022. Mr. Zhang currently holds various roles in the Company's subsidiaries. He serves as an executive director and general manager of Xiamen Jihong Packaging Industry Co., Limited (廈門吉宏包裝工業有限公司), Hohhot Jihong Printing & Packaging Co., Limited (呼和浩特市吉宏印刷包裝有限公司), Jinan Jihong Packaging Limited (濟南吉聯包裝有限公司), VStar Packaging (China) Limited (孝感市吉聯食品包裝有限公司) and Shaanxi Yongxin Paper Packaging Co. (陝西永鑫紙業包裝有限公司), the chairman of Luanzhou Jihong Packaging Limited (濮州吉宏包裝有限公司), an executive director of Langfang Jihong Packaging Limited (廊坊市吉宏包裝有限公司), Huanggang Jihong Packaging Limited (黃岡市吉宏包裝有限公司) and Shaanxi Jihong Packaging Limited (陝西吉宏包裝有限公司), and he also serves as an executive director and financial principal of Ningxia Jihong Environmental Protection Packaging Technology Co., Limited (寧夏吉宏環保包裝科技有限公司).
Mr. Zhang has over 24 years of experience in the printing and packaging business. From December 1996 to February 2006, Mr. Zhang served as the vice general manager of Xiamen Zhengqi Information Technology Co., Limited* (廈門市正奇信息技術有限公司), a former subsidiary of the Company, a company principally engaged in advertisement designing and plate making business.
Mr. Zhang obtained his bachelor's degree in printing engineering from Beijing Institute of Graphic Communication (北京印刷學院) in June 1992.
Mr. Zhang is the spouse of Ms. Zhuang Hao, an executive Director.
Mr. ZHUANG Shu (莊澍), aged 53, is an executive Director and a deputy general manager of the Company, and is responsible for the overall management, strategic and business development, and management of packaging business of the Group. Mr. Zhuang was appointed as a Director and the deputy general manager of the Company in November 2013. Mr. Zhuang is also a member of the Remuneration and Appraisal Committee of the Company. Mr. Zhuang currently serves as an executive director and manager of Xiamen 3060 Carbon Reduction Technology Co., Limited (廈門三零六零碳減科技有限公司), a director of Shaanxi Yongxin Paper Industry Packing Co., Limited (陝西永鑫紙業包裝有限公司) and Luanzhou Jihong Packaging Limited (濮州吉宏包裝有限公司), and a supervisor of Hohhot Jihong Printing & Packaging Co., Limited (呼和浩特市吉宏印刷包裝有限公司), Ningxia Jihong Environmental Protection Packaging Technology Co., Limited (寧夏吉宏環保包裝科技有限公司), and Shaanxi Jihong Packaging Limited* (陝西吉宏包裝有限公司), all of which are the Company's subsidiaries.
From September 1994 to February 2006, Mr. Zhuang worked at China Telecommunications Corporation Limited Xiamen Branch (中國電信股份有限公司廈門分公司), a company principally engaged in the telecommunication business. From February 2006 to October 2013, Mr. Zhuang served as the vice general manager at Langfang Branch of Xiamen Jihong Technology Co., Limited* (廈門吉宏科技股份有限公司廊坊分公司), a company principally engaged in the packaging business and a subsidiary of the Company.
- II-2 -
APPENDIX II
BIOGRAPHICAL DETAILS OF THE DIRECTOR CANDIDATES FOR THE SIXTH SESSION OF THE BOARD
Mr. Zhuang graduated from the Southwest Jiaotong University (西南交通大學) in the PRC with a bachelor's degree in mechanical engineering in June 1994. He further obtained a master's degree in business administration from Xiamen University (廈門大學) in the PRC in January 2005.
Mr. Zhuang is the brother of Ms. Zhuang Hao, our executive Director.
Mr. LU Tashan (陸它山), aged 27, was appointed as an executive Director in February 2, 2024 and assistant to the general manager of the Company since 2023, and is responsible for the Hong Kong business of the Group. Since April 2023, Mr. Lu has served as the general manager's assistant of the Company and a director of Hongkong Gat Wang Technology Limited (formerly known as Hong Kong Jihong Technology Co., Limited), the Company's wholly-owned subsidiary.
Prior to joining the Group, Mr. Lu worked as a technology product specialist at Apple Trading (Shanghai) Co., Limited* (蘋果貿易(上海)有限公司), a company engaged in the technology and retail businesses, from May 2021 to March 2022. Mr. Lu then worked at Ningbo Goldbrick Trading Co. Ltd (寧波金磚貿易有限公司) until November 2022.
Mr. Lu graduated from Ritsumeikan University in Japan with a bachelor's degree in civil engineering in March 2021.
INDEPENDENT NON-EXECUTIVE DIRECTOR CANDIDATES
Dr. ZHANG Guoqing (張國清), aged 48, was appointed as an independent Director in May 2021. Dr. Zhang is the chairman of the Audit Committee and a member of the Remuneration and Appraisal Committee of the Company. He is responsible for supervising and providing independent judgment and opinion to the Board on issues material to the Group and where otherwise required.
Dr. Zhang has more than 15 years of experience in academia, financial reporting, management and services. Dr. Zhang joined Xiamen University (廈門大學) in the PRC in July 2005 and is currently a professor at the business management school of the university. Since October 2019, Dr. Zhang has served as an independent director of Kehua Data Co., Ltd. (科華數據股份有限公司), a company listed on the SZSE (stock code: 002335) and primarily engaged in the supply of integrated solutions for power protection and energy conservation. Since February 2023, Dr. Zhang has served as an independent director of Guangzhou Baiyun Electric Equipment Co., Ltd. (廣州白雲電器設備股份有限公司), a company listed on the Shanghai Stock Exchange (Stock Code: 603861) and primarily engaged in the research and development, manufacturing, sale and services of complete switchgear control equipment.
Dr. Zhang graduated from the Nanchang University (南昌大學) in the PRC with a bachelor's degree in marketing in July 1998. He further obtained a master's degree in accounting from the Xiamen University (廈門大學) in the PRC in July 2002, and a doctor's degree in accounting from the Shanghai University of Finance and Economics (上海財經大學) in the PRC in July 2005.
APPENDIX II
BIOGRAPHICAL DETAILS OF THE DIRECTOR CANDIDATES FOR THE SIXTH SESSION OF THE BOARD
Professor Alfred SIT Wing Hang (薛永恒), GBS, JP, aged 63, was appointed as an independent non-executive Director on February 2, 2024. Professor Sit is also a member of the Nomination Committee of the Company. He is responsible for supervising and providing independent judgment and opinion to the Board on issues material to the Group and where otherwise required.
Professor Sit joined the Electrical and Mechanical Services Department (EMSD) in 1984 and was subsequently promoted to the director in 2017. From April 2020 to June 2022, Professor Sit served as the Secretary for Innovation and Technology of the Hong Kong SAR Government. Since July 2023, Professor Sit served as an independent non-executive director of Morris Home Holdings Limited (慕容家居控股有限公司), a company listed on the Main Board of the Stock Exchange (Stock Code: 1575) and primarily engaged in in the manufacturing of sofas and sofa covers in Mainland China with an integrated design, manufacturing, sales and marketing operation. Since October 2023, Professor Sit served as an independent non-executive director of Envision Greenwise Holdings Limited (晉景新能控股有限公司) (formerly known as Golden Ponder Holdings Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 1783) and primarily engaged in the residential and commercial buildings construction business as well as environmental conservation business. Since January 2024, Professor Sit served as an independent non-executive director of Wai Yuen Tong Medicine Holdings Limited (位元堂藥業控股有限公司), a company listed on the Main Board of the Stock Exchange (stock code: 897) and primarily engaged in the manufacturing and sales of medicine.
Professor Sit received the Higher Diploma in Electrical Engineering in 1981 and the Associateship in Electrical Engineering in November 1982 at The Hong Kong Polytechnic (currently known as the Hong Kong Polytechnic University). Professor Sit obtained his master of business administration at The Chinese University of Hong Kong in October 1992. Professor Sit is a fellow member of the Hong Kong Institution of Engineers, and is currently an honorary fellow of the Hong Kong Institute of Facility Management and a Professor of Practice of the Department of Electrical and Electronic Engineering at the Hong Kong Polytechnic University. Professor Sit is also the Chief Executive and Secretary of the Hong Kong Institution of Engineers, a Senior Advisor to the President and Vice-Chancellor and Honorary Professor of the Hong Kong Baptist University.
Mr. TANG Yi Hoi (鄧以海), aged 61, the proposed independent non-executive Director, obtained a Bachelor of Arts degree from the Hong Kong Polytechnic University in October 2011, and completed the Advanced Management Programme at INSEAD (Institut Européen d'Administration des Affaires) in France as well as the Advanced Management Programme at National Academy of Governance in the PRC.
Mr. Tang joined the Immigration Department of Hong Kong in 1985. He joined the Customs and Excise Department of Hong Kong in 1987, served as the Commissioner of Customs and Excise of Hong Kong in July 2017 and retired in October 2021. Mr. Tang was appointed as Justices of the Peace in October 2022. He was awarded the Commissioner of Customs and Excise's Commendation in 1997; the Hong Kong Customs and Excise Long Service Medal in 2005; the first and second clasps in 2012 and 2017, respectively; the Hong Kong Customs and Excise Medal for Meritorious Service in 2014; Hong Kong Customs and Excise Medal for Distinguished Service in 2019; and the Silver Bauhinia Star in 2021.
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APPENDIX II
BIOGRAPHICAL DETAILS OF THE DIRECTOR CANDIDATES FOR THE SIXTH SESSION OF THE BOARD
Mr. Tang is currently a member of the Public Complaints Committee of the Hospital Authority of Hong Kong, a director of Logistics and Supply Chain MultiTech R&D Centre Limited and a member of the Court of Hong Kong Metropolitan University, a non-executive director and the vice-chairman of the board of directors of Vobile Group Limited (阜博集團有限公司) (03738.HK), and an independent non-executive director of China Resources Building Materials Technology Holdings Limited (華潤建材科技控股有限公司) (01313.HK), Chu Kong Shipping Enterprises (Group) Company Limited (珠江船務企業（股份）有限公司) (00560.HK), Bamboos Health Care Holdings Limited (百本醫護控股有限公司) (02293.HK) and JD Logistics, Inc. (京东物流股份有限公司) (02618.HK).
Mr. CAI Qinghui (蔡慶輝), aged 51, the proposed independent non-executive Director, graduated from Xiamen University in May 2009, majoring in international law, and holds a Doctor of Philosophy degree. He was an independent director of Motic (Xiamen) Electric Group Co., Ltd. (麥克奧迪（廈門）電氣股份有限公司), Xiamen Xiangyu Co., Ltd. (廈門象嶼股份有限公司), Yunnan Luoping Zinc & Electricity Co., Ltd. (雲南羅平鋅電股份有限公司), Suzhou Jinhongshun Auto Parts Co., Ltd. (蘇州金鴻順汽車部件股份有限公司) and Hunan Longzhou Farm Equipment Holdings Co., Ltd. (湖南龍舟農機股份有限公司). Currently, he is an associate professor/supervisor postgraduate in Xiamen University. He is also an independent director of Xiamen Intretech Inc. (廈門盈趣科技有限公司) (002925.SZ) and Red Star Macalline Group Corporation Ltd. (紅星美凱龍家居集團股份有限公司) (601828.SH). Mr. Cai is a part-time lawyer of Fidelity Law Firm in Fujian, a director of China Association for Fiscal and Tax Law, a standing director of Fujian Association for Fiscal and Tax Law (福建省法學會財稅法學研究會), a director of Xiamen International Taxation Research Institute (廈門市國際稅收研究會), and an arbitrator of Xiamen Arbitration Commission (廈門仲裁委員會).
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For identification purposes only
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II-5 -
NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING
XIAMEN JIHONG CO., LTD
廈門吉宏科技股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2603)
NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 2025 third extraordinary general meeting (the “2025 Third EGM”) of Xiamen Jihong Co., Ltd (廈門吉宏科技股份有限公司) (the “Company”) will be held at 38th Floor, Yuzhou Plaza, No. 55, Hubin South Road, Siming District, Xiamen, the PRC at 2:30 p.m. on Friday, November 21, 2025 to consider and, if thought fit, approve the following resolutions.
Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated October 28, 2025 (the "Circular").
SPECIAL RESOLUTION
- To consider and, if thought fit, to approve the amendments to the articles of association of the Company (details of which are set out in the circular of the Company dated October 28, 2025).
ORDINARY RESOLUTIONS
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To consider and, if thought fit, to approve the re-election of Ms. ZHUANG Hao as an executive director of the Company, and to authorize any director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
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To consider and, if thought fit, to approve the re-election of Mr. ZHANG Heping as an executive director of the Company, and to authorize any director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
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To consider and, if thought fit, to approve the re-election of Mr. ZHUANG Shu as an executive director of the Company, and to authorize any director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
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To consider and, if thought fit, to approve the re-election of Mr. LU Tashan as an executive director of the Company, and to authorize any director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
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To consider and, if thought fit, to approve the re-election of Dr. ZHANG Guoqing as an independent non-executive director of the Company, and to authorize any director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
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EGM-1 -
NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING
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To consider and, if thought fit, to approve the re-election of Professor Alfred SIT Wing Hang as an independent non-executive director of the Company, and to authorize any director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
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To consider and, if thought fit, to approve the re-election of Mr. TANG Yi Hoi as an independent non-executive director of the Company, and to authorize any director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
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To consider and, if thought fit, to approve the re-election of Mr. CAI Qinghui as an independent non-executive director of the Company, and to authorize any director of the Company to execute a service contract or such other documents or supplemental agreements or deeds on behalf of the Company.
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To consider and, if thought fit, to approve the authorisation of the remuneration committee of the Board to fix the remuneration of the Directors of the sixth session of the Board.
For and on behalf of the Board
Xiamen Jihong Co., Ltd
ZHUANG Hao
Executive Director and General Manager
Hong Kong, October 28, 2025
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NOTICE OF 2025 THIRD EXTRAORDINARY GENERAL MEETING
Notes:
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Pursuant to Rule 13.39(4) of the Listing Rules, votes of the shareholders at the 2025 Third EGM shall be taken by poll except where the chairman of the 2025 Third EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands.
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Any shareholder entitled to attend and vote at the 2025 Third EGM is entitled to appoint one or more than one proxy to attend and vote on his/her behalf. A proxy needs not be a member of the Company.
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To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority, must be deposited at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 24 hours before the time for holding of the meeting or any adjournment thereof.
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Shareholders or their proxies shall present proofs of identities when attending the 2025 Third EGM.
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The holders of A Shares and H Shares will vote as one class of Shareholders. The register of holders for H Shares will be closed from Tuesday, November 18, 2025 to Friday, November 21, 2025 (both days inclusive), during which no transfer of Shares will be effected. The holders of H Shares whose names appear on the register of members of the Company on Friday, November 21, 2025 will be entitled to attend and vote at the 2025 Third EGM. In order to attend and vote at the 2025 Third EGM, all transfers accompanied by relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, November 17, 2025.
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Shareholders or their proxies attending the 2025 Third EGM are responsible for their own transportation and accommodation expenses.
As at the date hereof, the Board of Directors comprises of Mr. WANG Yapeng as the chairman of the Board of Directors and executive Director; Ms. ZHUANG Hao, Mr. ZHANG Heping, Mr. ZHUANG Shu and Mr. LU Tashan as executive Directors; Mr. LIAO Shengxing as a non-executive Director; Dr. ZHANG Guoqing, Dr. YANG Chenhui, Mr. HAN Jianshu, Professor Alfred SIT Wing Hang and Ms. NG Weng Sin as independent non-executive Directors; and Ms. BAI Xueting as the employee representative Director.
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