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Suncorp Technologies Limited — Proxy Solicitation & Information Statement 2026
Jul 9, 2026
49658_rns_2026-07-09_fde5aec9-33bc-4261-b40a-cd52051aca25.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 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 SunCorp Technologies Limited (the "Company"), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
Suncorp
SunCorp Technologies Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 1063)
(1) PROPOSED SHARE CONSOLIDATION;
(2) PROPOSED CHANGE IN BOARD LOT SIZE;
AND
(3) NOTICE OF SPECIAL GENERAL MEETING
A letter from the board of directors of the Company is set out on pages 3 to 9 of this circular.
A notice convening a special general meeting of the Company to be held at Portion 2, 12/F., The Center, 99 Queen's Road Central, Hong Kong on Monday, 3 August 2026 at 3:00 p.m. is set out on pages 12 to 14 of this circular.
Whether or not you intend to attend the special general meeting or any adjourned meeting thereof, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the special general meeting or any adjournment thereof. Delivery of a form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof should you so desire and in such event, the form of proxy previously submitted shall be deemed to be revoked.
^{}[] 10 July 2026
^{}[] RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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.
- i -
^{}[] CONTENTS
Page
Responsibility Statement ... i
Definitions ... 1
Expected timetable ... 3
Letter from the Board ... 5
Notice of the SGM ... 12
Accompanying document – Form of Proxy
- ii -
^{}[] DEFINITIONS
In this circular, the following words and expressions shall have the following meanings unless the context otherwise requires:
"Announcements"
the announcements of the Company dated 22 June 2026 and 6 July 2026 in relation to the Share Consolidation and the Change in Board Lot Size
"Board"
the board of Directors
"Business Day"
a day (other than a Saturday, Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted or on which a “black” rainstorm warning is hoisted between 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours
"Bye-laws"
the bye-laws of the Company currently in force with amendments thereto from time to time
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"Company"
SunCorp Technologies Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1063)
"Consolidated Shares"
issued and unissued ordinary share(s) of par value of HKD0.030 each in the share capital of the Company after the Share Consolidation having become effective
"Director(s)"
the director(s) of the Company
"Existing Shares"
ordinary shares of par value of HKD0.006 each in the share capital of the Company prior to the Share Consolidation becoming effective
"General Rules of HKSCC"
the terms and conditions regulating the use of HKSCC’s services, as may be amended, supplemented and/or otherwise modified from time to time and where the context so permits, shall include the HKSCC Operational Procedures
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
The Hong Kong Securities Clearing Company Limited
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^{}[] DEFINITIONS
| “HKSC Operational Procedures” | the operational procedures of the HKSCC, containing the practices, procedures and administrative or other requirements relating to the operations and functions of CCASS, as from time to time in force |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Latest Practicable Date” | 3 July 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “PRC” | the People’s Republic of China |
| “Registrar” | the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong |
| “SGM” | the special general meeting of the Company to be held at Portion 2, 12/F., The Center, 99 Queen’s Road Central, Hong Kong on Monday, 3 August 2026 at 3:00 p.m. or any adjournment thereof |
| “Share(s)” | the Existing Share(s) and/or the Consolidated Share(s) (as the case may be) |
| “Share Consolidation” | the proposed consolidation of every five (5) Existing Shares into one (1) Consolidated Share in the share capital of the Company |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “%” | per cent. |
– 2 –
^{}[] EXPECTED TIMETABLE
The expected timetable for the Share Consolidation and the Change in Board Lot Size is set out below. The expected timetable is subject to the results of the SGM and satisfaction of the conditions to the Share Consolidation and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates:
| Event | Time and Date |
|---|---|
| Latest date and time for lodging transfer documents in order to qualify for attending and voting at SGM | 4:30 p.m. on Tuesday, 28 July 2026 |
| Closure of register of members for the entitlement to attend and vote at SGM | Wednesday, 29 July 2026 to Monday, 3 August 2026 (both dates inclusive) |
| Latest time for lodging proxy form | 3:00 p.m. on Saturday, 1 August 2026 |
| Record date for attending SGM | Monday, 3 August 2026 |
| Proposed date of SGM | 3:00 p.m. on Monday, 3 August 2026 |
| Publication of announcement of results of SGM | Monday, 3 August 2026 |
The following events are conditional upon the fulfilment of the conditions for the implementation of the Share Consolidation and Change in Board Lot Size as set out in the Announcement and therefore the dates are tentative only. Subject to the above, the following timetable, including but not limited to, the effective date of the Share Consolidation and Change in Board Lot Size, will remain unchanged even if that day is a severe weather trading day.
Effective date of Share Consolidation Wednesday, 5 August 2026
First day of free exchange of existing share certificates
for new share certificates Wednesday, 5 August 2026
Commencement of dealings in Consolidated Shares 9:00 a.m. on
Wednesday, 5 August 2026
Original counter for trading in Shares in board lots
of 10,000 Existing Shares (in the form of existing
share certificates) temporarily closes 9:00 a.m. on Wednesday,
5 August 2026
^{}[] EXPECTED TIMETABLE
| Event | Time and Date |
|---|---|
| Temporary counter for trading in the Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of existing share certificates) opens | 9:00 a.m. on Wednesday, 5 August 2026 |
| Original counter for trading in Consolidated Shares in new board lots of 5,000 Consolidated Shares (in the form of new share certificates) re-opens | 9:00 a.m. on Wednesday, 19 August 2026 |
| Effective date of the Change in Board Lot Size | Wednesday, 19 August 2026 |
| Parallel trading in Consolidated Shares (in the form of new share certificates and existing share certificates) commences | 9:00 a.m. on Wednesday, 19 August 2026 |
| Designated broker starts to stand in the market to provide matching services for odd lots of Consolidated Shares | 9:00 a.m. on Wednesday, 19 August 2026 |
| Designated broker ceases to stand in the market to provide matching services for odd lots of Consolidated Shares | 4:00 p.m. on Tuesday, 8 September 2026 |
| Temporary counter for trading in Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of existing share certificates) closes | 4:10 p.m. on Tuesday, 8 September 2026 |
| Parallel trading in Consolidated Shares in the form of new share certificates and existing share certificates closes | 4:10 p.m. on Tuesday, 8 September 2026 |
| Last day for free exchange of existing share certificates for new share certificates | Thursday, 10 September 2026 |
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^{}[] LETTER FROM THE BOARD
Suncorp
SunCorp Technologies Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 1063)
Executive Directors:
Mr. Zhu Yuqi
Mr. Tong Hei Ming Andrew
Independent non-executive Directors:
Mr. Man Yuan
Mr. Ma Kin Ling
Ms. Huang Zhi
Registered office:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Head office and principal place
of business in Hong Kong:
Unit 2305, 23/F, The Center
99 Queen’s Road Central
Hong Kong
10 July 2026
To the Shareholders,
Dear Sir or Madam,
(1) PROPOSED SHARE CONSOLIDATION;
(2) PROPOSED CHANGE IN BOARD LOT SIZE;
AND
(3) NOTICE OF SPECIAL GENERAL MEETING
INTRODUCTION
Reference is made to Announcements in relation to, among other matters, the Share Consolidation and the Change in Board Lot Size.
The purpose of this circular is to provide you with (i) details of the Share Consolidation and the Change in Board Lot Size; and (ii) the notice of the SGM.
^{}[] LETTER FROM THE BOARD
PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every five (5) issued and unissued Existing Shares of par value of HKD0.006 each be consolidated into one (1) Consolidated Share of HKD0.030 each.
Effects of the Share Consolidation
As at the Latest Practicable Date, the authorised share capital of the Company is HKD600,000,000 divided into 100,000,000,000 Shares of par value of HKD0.006 each and there are 1,538,536,566 Existing Shares in issue which are fully paid or credited as fully paid and the Company had no treasury share. Assuming no further Shares will be issued or repurchased and cancelled from the Latest Practicable Date up to the effective date of the Share Consolidation, upon the Share Consolidation becoming effective, there will be 307,707,313 Consolidated Shares in issue which are fully paid or credited as fully paid. The authorised share capital of the Company will remain at HKD600,000,000 but will be divided into 20,000,000,000 Consolidated Shares of HKD0.030 each. The Consolidated Shares will rank pari passu in all respects with each other.
Other than the expenses to be incurred in relation to the Share Consolidation and the Change in Board Lot Size, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares which may arise.
Conditions of the Share Consolidation
The implementation of the Share Consolidation is conditional upon:
(i) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Share Consolidation;
(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and
(iii) the compliance with the relevant procedures and requirements under the laws of Bermuda and Hong Kong (where applicable) and the Listing Rules to effect the Share Consolidation.
As at the Latest Practicable Date, none of the conditions precedent as set out above is fulfilled.
Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is currently expected to be on Wednesday, 5 August 2026, being the second Business Day immediately after the date of passing of the ordinary resolution approving the Share Consolidation at the SGM.
^{}[] LETTER FROM THE BOARD
Listing Application
An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue upon the Share Consolidation becoming effective.
Subject to the granting of the listing of, and the permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.
None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange. Upon the Share Consolidation becoming effective, the Consolidated Shares will not be listed or dealt in on any stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is currently proposed to be sought.
PROPOSED CHANGE IN BOARD LOT SIZE
As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in the board lot size of 10,000 Existing Shares. It is proposed that, subject to and conditional upon the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange be changed from 10,000 Existing Shares to 5,000 Consolidated Shares.
Based on the closing price of HKD0.047 per Existing Share (equivalent to the theoretical closing price of HKD0.235 per Consolidated Share) as at the Latest Practicable Date, (i) the value of each existing board lot of Existing Shares is HKD470; (ii) the value of each board lot of 10,000 Consolidated Shares would be HKD2,350 assuming the Share Consolidation becoming effective; and (iii) the estimated value per board lot of 5,000 Consolidated Shares would be HKD1,175 assuming that the Change in Board Lot Size had also been effective.
The Change in Board Lot Size will not result in any change in the relative rights of the Shareholders.
^{}[] LETTER FROM THE BOARD
OTHER ARRANGEMENTS
Fractional entitlement to Consolidated Shares
Fractional Consolidated Shares (if any) will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.
Shareholders who are concerned about losing out on any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser and may wish to consider the possibility of buying or selling the Existing Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.
Odd lots arrangement and matching services
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed Suncorp Securities Limited at Unit 2305, 23/F, The Center, 99 Queen's Road Central, Hong Kong (telephone number: +852 3899 1828) to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares during the period from 9:00 a.m. on Wednesday, 19 August 2026 to 4:00 p.m. on Tuesday, 8 September 2026. Shareholders should note that matching of the sale and purchase of odd lots of the Shares is not guaranteed. Shareholders who wish to take advantage of this service should contact Suncorp Securities Limited during office hours of such period.
Free exchange of share certificates for Consolidated Shares
Subject to the Share Consolidation becoming effective, which is currently expected to be on Wednesday, 5 August 2026, being the second Business Day immediately after the date of the SGM, Shareholders may on or after Wednesday, 5 August 2026 and until Thursday, 10 September 2026 (both days inclusive) submit share certificates for Existing Shares in green colour to the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in exchange, at the expense of the Company, for new share certificates for Consolidated Shares in yellow colour. Thereafter, certificates for Existing Shares will be accepted for exchange only on payment of a fee of HKD2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each share certificate for Existing Shares cancelled or each new share certificate issued for Consolidated Shares, whichever number of certificates cancelled/issued is higher. Nevertheless, certificates for Existing Shares will continue to be good evidence of legal title and may be exchanged for certificates for Consolidated Shares at any time.
Outstanding options, warrants or other securities
As at the Latest Practicable Date, the Company has no outstanding share options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.
^{}[] LETTER FROM THE BOARD
REASONS FOR THE PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE
Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HKD0.01 or HKD9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with consolidation or splitting of its securities. The "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by the Hong Kong Exchanges and Clearing Limited (the "Guide") has further stated that (i) the market price of the shares at a level less than HKD0.10 each is considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$1,000. The Board expects that the proposed Share Consolidation will bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange. As a result, the proposed Share Consolidation would enable the Company to comply with the trading requirements under the Listing Rules. Based on the above-mentioned closing price of HKD0.047 per Existing Share (equivalent to the theoretical closing price of HKD0.235 per Consolidated Share), the value per current board lot of 10,000 Existing Shares is HKD470 and the expected market value of each board lot of 5,000 Consolidated Shares, upon the Share Consolidation and the Change in Board Lot Size having become effective, would be HKD1,175, which is greater than HKD1,000 and therefore complies with the requirement as set out in the Guide.
The Company has considered alternative ratios for the Share Consolidation. For the purposes of compromising a balance between increasing the trading price per Share and minimizing the potential impact of odd lots and fractional Shares on Shareholders. Taking into account the lower ratio of share consolidation would not address the board lot value concerns, whereas the higher ratio of share consolidation would create extra inconvenience for Shareholders trading their Shares or attracting potential investors.
Hence, the Share Consolidation is considered making investing in the Shares more attractive to a broader range of investors, particularly the institutional investors whose house rules might otherwise prohibit or restrict trading in securities that are priced below certain prescribed floors, and thus help to broaden the shareholder base of the Company. The Change in Board Lot Size is considered maintaining the transaction value for each board lot at a reasonable level to facilitate trading by the investing public. Other than the expenses to be incurred in relation to the Share Consolidation and the Change in Board Lot Size, the implementation of the Share Consolidation and the Change in Board Lot Size will have no effect on the consolidated net asset value of the Group, nor alter the underlying assets, business operations, management or the financial position of the Company or the proportionate interests of the Shareholders.
Further, the Share Consolidation would reduce the overall transaction and handling costs of dealing in the Shares as a proportion of the market value of each board lot, since most banks/securities houses will charge a minimum transaction cost for each securities trade. In view of the above reasons, the Share Consolidation is considered justifiable, notwithstanding the potential costs and impact arising from the creation of odd lots to Shareholders.
Although the Share Consolidation and the Change in Board Lot Size may lead to the creation of odd lots of Shares owned by the Shareholders, the Company will designate an agent to stand in the market to provide matching services for odd lots of Shares for a period of not less than three weeks, which is expected to effectively alleviate the difficulties caused by the creation of odd lots of Shares.
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^{}[] LETTER FROM THE BOARD
As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions or arrangement, including share consolidation, share sub-division and capital reduction, in the next 12 months, which may have an effect of undermining or negating the intended purpose of the Share Consolidation and the Change in Board Lot Size.
As at the Latest Practicable Date, the Company did not have any concrete plan to conduct any equity fundraising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fundraising exercises when suitable fundraising and/or investment opportunities arise in order to support, among others, working capital requirements and future development of the Group. The Company will make further announcement(s) in this regard as and when appropriate in accordance with the Listing Rules.
Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company. If they are in any doubt, they should consult their professional advisers.
NOTICE OF SGM
The notice of the SGM is set out on pages 12 to 14 of this circular. There is a form of proxy for use at the SGM accompanying this circular. Whether or not you intend to attend the SGM or any adjourned meeting thereof, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Delivery of a form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so desire and in such event, the instrument appointing a proxy shall be deemed to be revoked.
For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Wednesday, 29 July 2026 to Monday, 3 August 2026 (both days inclusive), during which period no transfers of shares will be registered. In order to qualify for attending and voting at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the branch share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Tuesday, 28 July 2026. The record date for the purpose of determining the eligibility of the Shareholders to attend and vote at the SGM will be Monday, 3 August 2026.
All the resolutions proposed to be approved at the SGM will be taken by poll and an announcement will be made by the Company after the SGM on the results of the SGM.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholders have a material interest in the proposed Share Consolidation and the Change in Board Lot Size and accordingly, no Shareholder is required to abstain from voting on the resolutions to be proposed at the SGM.
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^{}[] LETTER FROM THE BOARD
GENERAL
The English text of this circular shall prevail over the Chinese text.
RECOMMENDATION
The Directors believe that the proposed Share Consolidation and the Change in Board Lot Size are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution approving the Share Consolidation to be proposed at the SGM.
MISCELLANEOUS
This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.
WARNING
Shareholders and potential investors of the Company should note that the Share Consolidation is conditional upon satisfaction of the conditions as set out in the paragraph headed "Conditions of the Share Consolidation" in this circular. Accordingly, the Share Consolidation may or may not proceed.
Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company. If there is any doubt, they should consult their professional advisers.
By Order of the Board
SunCorp Technologies Limited
Zhu Yuqi
Executive Director
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^{}[] NOTICE OF THE SGM
Suncorp
SunCorp Technologies Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 1063)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the special general meeting (the "SGM") of SunCorp Technologies Limited (the "Company") will be held at Portion 2, 12/F., The Center, 99 Queen's Road Central, Hong Kong on Monday, 3 August 2026 at 3:00 p.m. for the following purposes:
ORDINARY RESOLUTION
- THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue and to be issued upon the Share Consolidation (as defined below) becoming effective, with effect from the later of (a) the date on which the Stock Exchange granting such approval, and (b) from the second business day immediately following the day of passing of this resolution, being a day on which the shares of the Company are traded on the Stock Exchange:
(a) every five (5) issued and unissued ordinary shares of par value of HKD0.006 each in the share capital of the Company be consolidated into one (1) ordinary share of par value of HKD0.030 each (the "Consolidated Share(s)") and such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the articles of association of the Company (the "Share Consolidation");
(b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the "Directors") may think fit;
(c) immediately following the Share Consolidation, the authorised share capital of the Company be changed from HKD600,000,000 divided into 100,000,000,000 Shares of par value of HKD0.006 each to HKD600,000,000 but will be divided into 20,000,000,000 Consolidated Shares of HKD0.030 each; and
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^{}[] NOTICE OF THE SGM
(d) any one or more Directors and such person and persons authorised by the Directors be and are hereby authorised to take such actions, do all such acts and things and execute all such further documents or deeds (including under seal, where applicable) as they may, in their absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect to or the completion of any matters relating to the Share Consolidation.”
By Order of the Board
SunCorp Technologies Limited
Wong Sin Fai Cynthia
Company Secretary
Hong Kong, 10 July 2026
Registered office:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Head office and principal place of business in Hong Kong:
Unit 2305, 23/F
The Center
99 Queen’s Road Central
Hong Kong
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^{}[] NOTICE OF THE SGM
Notes:
-
For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Wednesday, 29 July 2026 to Monday, 3 August 2026 (both days inclusive), during which period no transfers of shares will be registered. In order to qualify for attending and voting at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the branch share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Tuesday, 28 July 2026. The record date for the purpose of determining the eligibility of the Shareholders to attend and vote at the SGM will be Monday, 3 August 2026.
-
A form of proxy for used for the SGM is enclosed.
-
Any member of the Company entitled to attend and vote at the SGM is entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company.
-
The instrument appointing a proxy must be in writing under the hand of the appointer or of his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized.
-
In order to be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the office of the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof.
-
Where there are joint holders of any share any one of such holders may vote at the SGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto but if more than one of such joint holders be present at any meeting personally or by proxy, then one of such holders whose name stands first on the register of members of the Company shall alone be entitled to vote in respect thereof.
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Delivery of a form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM or any adjournment thereof should you so desire and in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
If Typhoon Signal No. 8 or above is hoisted, or a "black" rainstorm warning signal or "extreme conditions after super typhoons" announced by the Government of Hong Kong is/are in force in Hong Kong at or at any time after 10:00 a.m. on the date of the SGM, the SGM will be postponed. The Company will post an announcement on the website of the Company at www.suncorptech.com.hk and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.
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