China High Precision Automation : Announcements and Notices - Notice of Annual General Meeting

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CHINA HIGH PRECISION AUTOMATION GROUP LIMITED

中 國 高 精 密 自 動 化 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 591)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the ''AGM'') of China High Precision Automation Group Limited (the ''Company'') will be held at the VIP Meeting Room, 3rd Floor, Empark Grand Hotel, No. 59 Wenquan Gongyuan Road, Fuzhou, China at 10 : 30 a.m. on Wednesday, 27 November 2019 for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the audited consolidated financial statements and the reports of the directors of the Company (the ''Directors'') and of the independent auditors of the Company for the year ended 30 June 2019.
2. (A) To re-elect the following retiring Directors:
3. 1. Mr. Zou Chong as an executive Director;
   2. Mr. Su Fang Zhong as an executive Director;
   3. Dr. Hu Guo Qing as an independent non-executive Director; and
   4. Mr. Chan Yuk Hiu, Taylor as an independent non-executive Director.

1. (B) To authorise the board of Directors (the ''Board'') to fix the remuneration of the Directors.
2. To re-appointPan-China (H.K.) CPA Limited as the auditors of the Company and to authorise the Board to fix their remuneration for the year ending 30 June 2020.

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4. To consider and, if thought fit, pass with or without amendments, the following as ordinary resolutions:

1. ''THAT
2. 1. subject to paragraphs (iii) and (iv) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') (as amended from time to time) (the ''Listing Rules''), be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (i) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
   3. the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); or (b) the exercise of options under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees and Directors of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company; or (c) an issue of shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company; or (d) an issue of shares of the Company as scrip dividend or similar arrangement in accordance with the memorandum and articles of association of the Company, shall not exceed 20% of the number of issued shares of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly;
   4. the exercise of powers by the Directors pursuant to the approval granted in paragraph (i) above shall be limited by the applicable rules and requirements of the Stock Exchange as amended from time to time, including the restrictions in exercising such power to issue (i) securities convertible into new shares for cash consideration, if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as

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hereinafter defined) of the shares at the time of the relevant placing; and (ii) warrants, options or similar rights to subscribe for new shares or securities convertible into new shares for cash consideration; and

1. for the purpose of this resolution:
   ''Benchmarked Price'' means the higher of:
2. 1. the closing price of the shares of the Company as quoted on the Stock Exchange on the date of the relevant agreement involving the proposed issue of securities under this resolution; and
   2. the average closing price of the shares of the Company as quoted on the Stock Exchange for the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the proposed transaction or arrangement involving the proposed issue of shares under this resolution; (ii) the date of the agreement involving the proposed issue of securities under this resolution; and (iii) the date on which the price of shares of the Company that are proposed to be issued is fixed.

''Relevant Period'' means the period from the date of passing of this resolution until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
3. the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

''Rights Issue'' means an offer of shares of the Company open for a period fixed by the Directors to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal restrictions under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong).''

1. ''THAT
2. 1. subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period of all powers of the Company to purchase or otherwise acquire shares in the capital of the Company on the Stock Exchange or on

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any other stock exchange on which the shares of the Company may be listed and recognised by the Stock Exchange and the Hong Kong Securities and Futures Commission (''SFC'') for this purpose, subject to and in accordance with all applicable rules and regulations of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard be and is hereby generally and unconditionally approved;

1. 1. the number of shares of the Company which are authorized to be purchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the number of issued shares of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
   2. for the purpose of this resolution: ''Relevant Period'' means the period from the date of passing of this resolution until whichever is the earliest of:
   3. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
      3. the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.''
2. ''THAT
   conditional upon the passing of the resolutions set out in paragraphs 4(A) and 4(B) of the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution set out in paragraph 4(A) of the notice convening this meeting be and is hereby extended by the addition thereto an amount of shares representing the number of shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the Directors under the resolution set out in paragraph 4(B) above, provided that such amount shall not exceed 10% of the number of issued shares of the Company as at the date of passing this resolution.''

By Order of the Board of

China High Precision Automation Group Limited

Wong Fun Chung

Chairman

Hong Kong, 15 October 2019

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Notes:

1. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on behalf of him. A proxy need not be a shareholder of the Company.
2. A form of proxy for the AGM is enclosed. In order to be valid, a form of proxy, together with the power of attorney or other authority (if any) under which the form is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof.
3. Where there are joint registered holders of any share, any one of such persons may vote at the AGM, 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 the AGM personally or by proxy, that one of the said persons 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.
4. Completion and delivery of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the AGM or any adjourned meeting or upon the poll concerned and, in such event, the instrument appointing a proxy will be deemed to be revoked.
5. The register of members of the Company will be closed for the purpose of ascertaining the right of shareholders of the Company to attend and vote at the AGM from Thursday, 21 November 2019 to Wednesday, 27 November 2019, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending and voting at the AGM, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4 : 30 p.m. on Wednesday, 20 November 2019.
6. With regard to the proposed resolutions no. 4(A) to 4(C) above, the Directors wish to state that they have no immediate plans to issue any new shares or repurchase any shares of the Company.
7. A circular containing, among other things, an explanatory statement relating to the proposed resolution no. 4(B) above has been despatched to the shareholders of the Company.
8. As at the date of this notice, Mr. Wong Fun Chung is an executive Director and the chairman of the board of Directors; Mr. Zou Chong, Mr. Su Fang Zhong and Mr. Cheung Chuen are the executive Directors; Dr. Hu Guo Qing, Ms. Ji Qin Zhi and Mr. Chan Yuk Hiu Taylor are the independent non- executive Directors.

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