CHINA DISPLAY OPTOELECTRONICS TECHNOLOGY HOLDINGS LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitors, professional accountant or other professional adviser.
If you have sold or transferred all your Shares in China Display Optoelectronics Technology Holdings Limited, you should at once hand this circular and proxy form enclosed herein to the purchaser or transferee or to the bank or 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.
China Display Optoelectronics Technology Holdings Limited
華 顯 光 電 技 術 控 股 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 334)
- GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
- RE-ELECTIONOF DIRECTORS
AND
(3) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of China Display Optoelectronics Technology Holdings Limited to be held at 8th Floor, Building 22E, Phase Three, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on 28 May 2021, Friday, at 2:00 p.m. is set out on pages 21 to 26 of this circular.
If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal or "extreme conditions" as defined under Chapter 1 of the Rules of the Exchange of the Stock Exchange is/are in force at or at any time after 12:00 noon on the date of the meeting and/or the Hong Kong Observatory and/or the government of Hong Kong (as the case may be) has announced at or before 12:00 noon on the date of the meeting that either of the above mentioned warnings is to be issued within the next two hours, the meeting will be adjourned. The Company will publish an announcement to notify Shareholders of the date, time and place of the adjourned meeting.
The meeting will be held as scheduled when an Amber or 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 situation.
Whether or not you are able to attend the annual general meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.
19 April 2021
CONTENTS | |
Page | |
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
APPENDIX I - EXPLANATORY STATEMENT | |
ON REPURCHASE OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . | 12 |
APPENDIX II - DETAILS OF DIRECTORS STANDING FOR RE-ELECTION . . . . . | 16 |
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 21 |
- i -
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 held |
at 8th Floor, Building 22E, Phase Three, Hong Kong | |
Science Park, Pak Shek Kok, New Territories, Hong Kong, | |
on 28 May 2021, Friday, at 2:00 p.m. for the purpose of | |
considering and, if thought fit, approving the resolutions | |
proposed in the AGM Notice |
"AGM Notice"
"Audit Committee"
"Bye-laws"
"Board"
"Business Day"
the notice dated 19 April 2021 for convening the AGM and included in this circular
the audit committee of the Company
the bye-laws of the Company as amended from time to time
the board of Directors (including non-executive Directors and independent non-executive Directors)
a day on which banks in Hong Kong are open to conduct business generally throughout their normal business hours and the Stock Exchange is open for trading, excluding a Saturday, Sunday, public holidays and days on which a tropical cyclone warning no. 8 or above or a black rainstorm warning signal is issued in Hong Kong at any time between 09:00 and 17:00
"Close Associate(s)"
"Company"
has the meaning ascribed to it under the Listing Rules
China Display Optoelectronics Technology Holdings Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange (Stock Code: 334)
"Core Connected Person(s)" has the meaning ascribed to it under the Listing Rules
"Director(s)" | the director(s) of the Company |
- 1 -
DEFINITIONS
"General Extension Mandate"
"General Mandate"
"Group"
"HK$"
"Hong Kong"
"Latest Practicable Date"
"Listing Rules"
"Nomination Committee"
"PRC"
"Remuneration Committee"
a general mandate to the Directors to add to the General Mandate any Shares representing the number of Shares repurchased under the Repurchase Mandate
a general mandate to the Directors to allot and issue Shares not exceeding 20% of the total number of issued Shares as at the date of approval of the mandate (subject to adjustment in case of any Share consolidation or subdivision after such mandate has been approved, provided that the maximum number of new Shares that may be allotted and issued as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same)
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the PRC
14 April 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
the nomination committee of the Company
the People's Republic of China excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan for the purposes of this circular
the remuneration committee of the Company
- 2 -
DEFINITIONS
"Repurchase Mandate"
"RMB"
"SFO"
"Share(s)"
"Shareholder(s)"
"Stock Exchange"
"subsidiary/subsidiaries"
a general mandate to the Directors to repurchase Shares on market through the Stock Exchange or on another recognised stock exchange not exceeding 10% of the total number of issued Shares as at the date of approval of the mandate (subject to adjustment in case of any Share consolidation or subdivision after such mandate has been approved, provided that the maximum number of Shares that may be repurchased as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same)
Renminbi, the lawful currency of the PRC
the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong)
ordinary share(s) of HK$0.10 each in the capital of the Company
holder(s) of Share(s)
The Stock Exchange of Hong Kong Limited
any entity which falls within the meaning of the term "subsidiary" as defined in the Listing Rules and the term "subsidiaries" shall be construed accordingly
"Takeovers Code"
"TCL Technology"
The Code on Takeovers and Mergers published by the Securities and Futures Commission of Hong Kong
TCL Technology Group Corporation（TCL科技集團股份 有限公司）, formerly known as TCL Corporation（TCL 集團股份有限公司）, a joint stock limited company established under the laws of the PRC, the ultimate
controlling shareholder of the Company, the shares of which are listed on the Shenzhen Stock Exchange (stock code: 000100)
"TCL Technology Group" | TCL Technology and its subsidiaries |
"%" | per cent. |
The English translation of Chinese names or words in this circular, where indicated by
- *", are included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.
- 3 -
LETTER FROM THE BOARD
China Display Optoelectronics Technology Holdings Limited
華 顯 光 電 技 術 控 股 有 限 公 司
(Incorporated in Bermuda with limited liability) | |
(Stock Code: 334) | |
Non-Executive Director: | Registered office: |
Mr. LIAO Qian (Chairman) | Clarendon House |
2 Church Street | |
Executive Directors: | Hamilton HM11 |
Mr. OUYANG Hongping | Bermuda |
Mr. WEN Xianzhen | |
Mr. ZHANG Feng | Principal Place of Business |
in Hong Kong: | |
Independent Non-executive Directors: | 8th Floor, Building 22E |
Ms. HSU Wai Man, Helen | Phase Three, Hong Kong Science Park |
Mr. LI Yang | Pak Shek Kok |
Mr. XU Yan | New Territories |
Hong Kong |
19 April 2021
To the Shareholders,
Dear Sir or Madam,
- GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
- RE-ELECTIONOF DIRECTORS
AND
- NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information regarding the
following proposals to be put forward at the AGM for the Shareholders' consideration and, if thought fit, approval of:
- the granting to the Directors of the General Mandate;
- 4 -
LETTER FROM THE BOARD
- the granting to the Directors of the Repurchase Mandate;
- the granting to the Directors of the General Extension Mandate; and
- the re-election of Directors.
2. VARIOUS MANDATES
On 23 June 2020, resolutions for the General Mandate, Repurchase Mandate and the General Extension Mandate were passed by the Shareholders and all the aforesaid mandates will lapse at the conclusion of the forthcoming AGM.
- General Mandate
An ordinary resolution will be proposed at the AGM to approve the granting of the General Mandate. The new General Mandate, if granted, will allow the Directors to issue and allot further Shares prevailing up to 20% of the number of issued Shares as at the date of passing the relevant resolution (subject to adjustment in case of any Share consolidation or subdivision after such mandate has been approved, provided that the maximum number of new Shares that may be allotted and issued as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same).
As at the Latest Practicable Date, the number of issued Shares was 2,114,117,429 fully paid-up Shares. Subject to the passing of the resolution granting the General Mandate and on the basis that no further Shares will be allotted and issued or repurchased from the Latest Practicable Date and up to the date of the AGM, exercise in full of the General Mandate could result in the issue of up to 422,823,485 new Shares (subject to adjustment in case of any Share consolidation or subdivision after such mandate has been approved, provided that the maximum number of new Shares that may be allotted and issued as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same). The Board has no present intention for any issuance of Shares pursuant to the General Mandate.
- 5 -
LETTER FROM THE BOARD
- Repurchase Mandate
An ordinary resolution will be proposed at the AGM to approve the granting of the Repurchase Mandate. The new Repurchase Mandate, if granted, will allow the Directors to exercise all the powers of the Company to repurchase its own Shares on market through the Stock Exchange or on another recognised stock exchange not exceeding 10% of the number of issued Shares as at the date of passing the relevant resolution (subject to adjustment in case of any Share consolidation or subdivision after such mandate has been approved, provided that the maximum number of Shares that may be repurchased as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same).
Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that there were 2,114,117,429 fully paid-up Shares as at the Latest Practicable Date and no Shares will be issued or repurchased by the Company from the Latest Practicable Date to the date of AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 211,411,742 Shares (subject to adjustment in case of any Share consolidation or subdivision after such mandate has been approved, provided that the maximum number of Shares that may be repurchased as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same). The Board has no present intention for any repurchase of Shares on market through the Stock Exchange or on another recognised stock exchange pursuant to the Repurchase Mandate.
An explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to be sent to the Shareholders in relation to the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary for Shareholders to make an informed decision on whether to approve the relevant resolution at the AGM.
- General Extension Mandate
It is recommended that the General Extension Mandate be granted to the Directors permitting them, after the grant of the Repurchase Mandate referred to above, to add to the General Mandate any Shares repurchased pursuant to the Repurchase Mandate.
- 6 -
LETTER FROM THE BOARD
The authority conferred on the Directors by the General Mandate, the Repurchase Mandate and the General Extension Mandate would continue in force until the earliest of
- 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 law or the Bye-laws to be held; and (iii) its revocation or variation by ordinary resolution of the Shareholders in a general meeting.
3. RE-ELECTION OF DIRECTORS
In accordance with bye-law 84(1) of the Bye-laws, at each annual general meeting, not less
than one-third of the Directors for the time being shall retire from office by rotation and, under the corporate governance code of the Company, every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every 3 years. Any Director appointed pursuant to bye-law 83(2) of the Bye-Laws shall not be taken into account in determining which particular Director is to retire by rotation or the number of Directors who are to retire by rotation. All retiring Directors shall be eligible for re-election.
Accordingly, the following Directors shall retire from office by rotation at the conclusion of the AGM.
Name | Position | |
(a) | Mr. WEN Xianzhen | Executive Director |
(b) Ms. HSU Wai Man, Helen | Independent Non-executive Director | |
(c) | Mr. LI Yang | Independent Non-executive Director |
The aforesaid Directors, being eligible, will offer themselves for re-election at the AGM.
Reference is made to the announcement of the Company dated 4 March 2021 in relation to the appointment of Mr. ZHANG Feng by the Board pursuant to bye-law 83(2) of the Bye-laws as an executive Director to fill the casual vacancy arising from the resignation of Mr. ZHAO Jun. Pursuant to the Bye-laws and the corporate governance code and corporate governance report as set out in Appendix 14 of the Listing Rules, Mr. ZHANG Feng shall hold office until the AGM (being the first general meeting after his appointment) and is subject to re-election by Shareholders at the AGM.
If re-elected at the AGM, each of Ms. HSU Wai Man, Helen and Mr. LI Yang will hold office until the conclusion of the annual general meeting of the Company of 2024.
- 7 -
LETTER FROM THE BOARD
Further, if re-elected, each of Mr. WEN Xianzhen, Mr. ZHANG Feng, Ms. HSU Wai Man, Helen and Mr. LI Yang, subject to the terms agreed otherwise which expire earlier, will be subject to rotation, removal, vacation or termination of their offices as Directors as set out in the Bye- laws or the disqualification to act as a Director under the Bye-laws, the laws of the Bermuda and the Listing Rules. Their particulars required to be disclosed under the Listing Rules are set out in Appendix II to this circular.
Recommendation of the Nomination Committee on re-election of independent non- executive Directors
The Nomination Committee has taken into account the nomination policy and procedures adopted by the Company in making the recommendation to the Board for the re-election of each of Ms. HSU Wai Man, Helen and Mr. LI Yang as an independent non- executive Director. In particular, the Nomination Committee has assessed each of Ms. HSU Wai Man, Helen and Mr. LI Yang against the following nomination criteria applicable to independent non-executive Directors:
- willingness and ability to make sufficient time commitment to the affairs of the Company in order to effectively perform the duties of a Director (including attendance at and active participation in Board and Board committee meetings), which will include considering the other responsibility of the relevant candidate (such as other directorships held in public companies the securities of which are listed on any securities market in Hong Kong or overseas and other major appointments, if any) and the effort and time that may be required by the candidate in fulfilling such role;
- accomplishments of the candidate in his/her field;
- outstanding professional and personal reputation; and
- the candidate's ability to meet the independence criteria for directors established in the Listing Rules.
The Nomination Committee has reviewed the written confirmation of independence of each of Ms. HSU Wai Man, Helen and Mr. LI Yang based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that each of them remains independent in accordance with Rule 3.13 of the Listing Rules. In addition, the Nomination Committee has evaluated each of their performance and considers that each of them has provided valuable contributions to the Company and has demonstrated his/her abilities to provide independent, balanced and objective view to the Company's affairs.
- 8 -
LETTER FROM THE BOARD
The Nomination Committee is also of the view that each of Ms. HSU Wai Man, Helen and Mr. LI Yang would bring to the Board his/her own perspective, skills and experience, as further described in his/her biography in Appendix II to this circular. With their strong and diversified educational background and professional experience, the Nomination Committee considers that each of Ms. HSU Wai Man, Helen and Mr. LI Yang can contribute to the diversity of the Board.
Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that each of Ms. HSU Wai Man, Helen and Mr. LI Yang stands for re-election as Director at the AGM.
Recommendation of the Nomination Committee on re-election of Directors other than independent non-executive Directors
The Nomination Committee has taken into account the nomination policy and procedures adopted by the Company in making the recommendation to the Board for the reelection of each of Mr. WEN Xianzhen and Mr. ZHANG Feng. The Nomination Committee is of the view that each of them has provided and would continue to provide valuable contribution to the Company and contribute to the diversity of the Board. Accordingly, the Nomination Committee considers that their re-election would be in the interests of the Company and the Shareholders as a whole.
4. ANNUAL GENERAL MEETING
The AGM Notice is set out on pages 21 to 26 of this circular and a form of proxy for use at the AGM is herein enclosed.
Whether or not you are able to attend the AGM, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the AGM or any adjournment thereof should you so desire.
5. CLOSURE OF REGISTER OF MEMBERS
The Hong Kong register of members of the Company will be closed from 25 May 2021, Tuesday, to 28 May 2021, Friday (both dates inclusive), for the purposes of determining the entitlements of the Shareholders to attend and vote at the AGM. No transfer of the Shares may be registered on those dates. The record date for determining the entitlements of the Shareholders to attend and vote at the AGM is 24 May 2021, Monday. In order to qualify to attend and vote
- 9 -
LETTER FROM THE BOARD
at the AGM, all transfers accompanied by the relevant share certificates must be lodged with 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, by no later than 4:30 p.m. on 24 May 2021, Monday.
6. VOTING BY POLL
In accordance with Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the voting on all resolutions at the AGM will be conducted by way of poll.
7. RECOMMENDATION
The Board believes that the resolutions proposed in the AGM Notice are in the best interests of the Company and the Shareholders as a whole. The Board recommends that the Shareholders vote in favour of all resolutions to be proposed at the AGM.
8. PRECAUTIONARY MEASURES FOR THE AGM IN VIEW OF COVID-19 PANDEMIC
In view of the recent development of the pandemic caused by coronavirus disease 2019 (COVID-19), and in order to better protect the safety and health of the Shareholders, a series of pandemic precautionary measures will be implemented at the venue of the AGM:-
- compulsory body temperature check will be conducted for every person at the entrance of the venue of AGM. Any person with a body temperature over 37.5 degree Celsius will not be admitted to the venue of the AGM;
- every person is required to wear facial mask at the venue of the AGM;
- seating in the AGM venue will be arranged so as to allow for appropriate social distancing; and
- no refreshments will be served at the AGM.
Subject to the development of the COVID-19 pandemic and in compliance with applicable laws and regulations, the Company may implement further precautionary measures at the AGM.
- 10 -
LETTER FROM THE BOARD
The Company wishes to remind the Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising their voting rights and strongly advises the Shareholders to appoint the chairman of the AGM as a proxy to vote on relevant resolution(s) as instructed in accordance with the relevant proxy form as an alternative to attending the AGM in person in light of the continuing risks posed by the COVID-19 pandemic. For more details, please refer to the proxy form for the AGM.
Shareholders and other participants who will attend the AGM in person are advised to (a) consider carefully the risk of attending the AGM, which will be held in an enclosed environment;
- follow and comply with any laws, regulations, guidelines or requirements implemented by the Hong Kong Government relating to COVID-19 pandemic; and (c) not to attend the AGM if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19.
9. RESPONSIBILITY OF THE DIRECTORS
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.
Yours faithfully,
On behalf of the Board
Liao Qian
Chairman
- 11 -
APPENDIX I | EXPLANATORY STATEMENT ON REPURCHASE OF SHARES |
This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolutions to be proposed at the AGM in relation to the new Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the number of issued shares of the Company was 2,114,117,429 fully paid-up Shares.
Subject to the passing of the resolution granting the new Repurchase Mandate and on the basis that no further Shares will be allotted and issued or repurchased from the Latest Practicable Date to the date of the AGM, the Directors would be allowed under the Repurchase Mandate to repurchase up to 211,411,742 Shares, representing 10% of the number of issued shares of the Company as at the Latest Practicable Date (subject to adjustment in case of any Share consolidation or subdivision after such mandate has been approved, provided that the maximum number of Shares that may be repurchased as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same), during the period from the date of resolution granting the Repurchase Mandate until 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 law or the Bye-laws to be held; and (iii) its revocation or variation by ordinary resolution of the Shareholders in a general meeting.
2. REASONS FOR REPURCHASES
The Directors believe that it is in the best interests of the Company and its Shareholders as a whole to have a general authority from 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 net value of the Company and its assets and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.
3. FUNDING OF REPURCHASES
In repurchasing Shares, the Company may apply funds legally available for such purpose from distributable profit or funds from a new issue in accordance with its Bye-laws and the laws of Bermuda.
- 12 -
APPENDIX I | EXPLANATORY STATEMENT ON REPURCHASE OF SHARES |
Bermuda law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or out of the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company which would otherwise be available for dividend or distribution or out of the share premium of the Company.
On the basis of the combined net tangible assets of the Group as at 31 December 2020, and taking into account the current working capital position of the Group, the Directors consider that there might be material adverse effect on the working capital and gearing position of the Group in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed purchase period. Nevertheless, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
4. EFFECT UNDER THE TAKEOVERS CODE AND ON MINIMUM PUBLIC HOLDING
If, as the result of a Share repurchase, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. In certain circumstances, a Shareholder or a group of Shareholders acting in concert (depending on the level of increase of the Shareholders' interest) could as a result of increase of its or their interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
Assuming that no further Shares will be allotted and issued or repurchased from the Latest Practicable Date to the date of the AGM, on exercise in full of the Repurchase Mandate, the number of issued Shares will decrease from 2,114,117,429 to 1,902,705,687.
As at the Latest Practicable Date, TCL Technology, through High Value Ventures Limited, its indirect non-wholly owned subsidiary, held 1,357,439,806 Shares representing approximately 64.21% of the number of issued shares of the Company.
- 13 -
APPENDIX I | EXPLANATORY STATEMENT ON REPURCHASE OF SHARES |
If, which is not presently contemplated, the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the shareholding of High Value Ventures Limited would be increased from 64.21% to 71.34% as a result of a decrease in the issued Shares. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate. As at the Latest Practicable Date, so far as is known to the Directors, no Shareholder may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Directors exercise the power in full to repurchase Shares pursuant to the Repurchase Mandate.
The Company has no intention to exercise the Repurchase Mandate to the effect that it will result in the public float to fall below 25% or such other minimum percentage prescribed by the Listing Rules from time to time.
5. SHARE PRICE
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the previous twelve months and up to the Latest Practicable date were as follows:-
Share Price | ||
Highest | Lowest | |
(HK$) | (HK$) | |
2020 | ||
April | 0.465 | 0.405 |
May | 0.460 | 0.360 |
June | 0.465 | 0.365 |
July | 0.560 | 0.430 |
August | 0.520 | 0.430 |
September | 0.465 | 0.400 |
October | 0.440 | 0.375 |
November | 0.470 | 0.390 |
December | 0.455 | 0.400 |
2021 | ||
January | 0.560 | 0.390 |
February | 0.540 | 0.475 |
March | 0.600 | 0.485 |
April (up to the Latest Practicable Date) | 0.500 | 0.445 |
- 14 -
APPENDIX I | EXPLANATORY STATEMENT ON REPURCHASE OF SHARES |
6. REPURCHASE OF SHARES
The Company had not purchased any shares in the six months preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.
7. GENERAL
None of the Directors, and to the best of their knowledge having made all reasonable enquiries, nor any Close Associates of any Director, have any present intention in the event that the Repurchase Mandate is approved by the Shareholders to sell any Shares to the Company.
No Core Connected Person has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by Shareholders.
The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.
- 15 -
APPENDIX II | DETAILS OF DIRECTORS STANDING FOR RE-ELECTION |
Set out below are details of the Directors who are proposed to be re-elected at the AGM.
1. Mr. WEN Xianzhen
Mr. WEN Xianzhen, aged 48, was appointed as an executive Director in March 2018 and the
finance director of the Company and China Display Optoelectronics Technology (Huizhou) Co., Ltd* （華顯光電技術（惠州）有限公司）(an indirect wholly-owned subsidiary of the Company, "CDOT Huizhou") in November 2017. Mr. WEN Xianzhen joined TCL Technology Group in 2004 and has
over 20 years of experience in the field of accounting and finance. He held the position of finance manager of Huizhou Shenghua Industrial Co. Ltd.*（惠州市昇華工業有限公司, a subsidiary of TCL Technology) from September 2004 to February 2008. He was appointed as the finance director of Huizhou TCL King High Frequency Electronics Co. Ltd.*（惠州TCL王牌高頻電子有限公 司）from March 2008 to June 2010. From July 2010 to April 2012, Mr. WEN Xianzhen held the positions of deputy general manager and finance director of TCL Air-Conditioner (Zhongshan) Co., Ltd.*（TCL空調器（中山）有限公司）and was responsible for finance management and analysis. From April 2012 to October 2017, he held the positions of deputy general manager and finance director of Huizhou TCL Environmental Resource Co., Ltd.*（惠州TCL環保資源有限公司）, then he was appointed as the finance director, deputy general manager and general manager of Huizhou TCL Environment Technology Co., Ltd.*（惠州TCL環境科技有限公司）. Mr. WEN Xianzhen graduated with a Bachelor of Accounting from Central South Institute of Technology*（中南工學 院）(now merged into Nanhua University*（南華大學）) in June 1997 and currently is a certified public accountant of the Chinese Institute of Certified Public Accountants and a Hong Kong
certified financial planner.
Save as disclosed above, as at the Latest Practicable Date, Mr. WEN Xianzhen (i) does not hold any other positions with the Company or any other members of the Group; (ii) has not held any other directorships at present or in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not have other major appointments and professional qualifications; (iii) has no interest in the shares of the Company within the meaning of Part XV of the SFO; and (iv) does not have any relationships with any other Directors, senior management or any substantial or controlling Shareholders.
Mr. WEN Xianzhen has entered into a director's service agreement with the Company for an initial term of three years commencing on 23 March 2018, which will be automatically renewed for a further term of one year each unless terminated by at least three months' written notice served by either party to the other party, subject to election at general meeting and rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws and the Listing Rules.
Pursuant to the terms of the service agreement, Mr. WEN Xianzhen is not entitled to any director's fee, subject to annual review by the Remuneration Committee, but he is entitled to receive discretionary bonus, which is determined with reference to his experience, duties and responsibilities within the Company as well as the Company's performance and the prevailing market conditions.
- 16 -
APPENDIX II | DETAILS OF DIRECTORS STANDING FOR RE-ELECTION |
2. Mr. ZHANG Feng
Mr. ZHANG Feng, aged 42, was appointed as an executive Director in March 2021. He graduated from Beijing University of Chemical Technology with a bachelor degree in material science & engineering and a master's degree in material science. He obtained an executive master of business administration degree from China Europe International Business School in 2019. From July 2003 to April 2010, Mr. ZHANG Feng successively held various engineering or technology-
related positions in Shanghai Guangdian NEC Liquid-Crystal Display Limited*（上海廣電NEC 液晶顯示器有限公司）and Shanghai Avic Optoelectronics Co., Ltd.*（上海中航光電子有限公 司）respectively. Mr. ZHANG Feng joined TCL China Star Optoelectronics Technology Co., Ltd. ("TCL CSOT", formerly known as Shenzhen China Star Optoelectronics Technology Co., Ltd.) in
April 2010. He has been a vice general manager of small and medium-sized business group of TCL
CSOT and the senior vice president of TCL CSOT, and the general manager and legal representative of Wuhan China Display Optoelectronics Technology Co., Ltd.*（武漢華顯光電技術有限公 司）(a subsidiary of the Company) and Wuhan China Star Optoelectronics Technology Co., Ltd. respectively since July 2020. Mr. ZHANG Feng has been appointed as the chairman and legal
representative of CDOT Huizhou since September 2020.
As at the Latest Practicable Date, Mr. ZHANG Feng held 358,148 shares in and of TCL Technology.
Save as disclosed above, as at the Latest Practicable Date, Mr. ZHANG Feng (i) does not hold any other positions with the Company or any other members of the Group; (ii) has not held any other directorships at present or in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not have other major appointments and professional qualifications; (iii) has no interest in the shares of the Company within the meaning of Part XV of the SFO; and (iv) does not have any relationships with any other Directors, senior management or any substantial or controlling Shareholders.
Mr. ZHANG Feng has entered into a director's service agreement with the Company for an initial term of three years commencing on 4 March 2021, which will be automatically renewed for a further term of one year each unless terminated by at least three months' written notice served by either party to the other party, subject to election at general meeting and rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws and the Listing Rules.
Pursuant to the terms of the service agreement, Mr. ZHANG Feng is not entitled to any director's fee, subject to annual review by the Remuneration Committee, but he is entitled to receive discretionary bonus, which is determined with reference to his experience, duties and responsibilities within the Company as well as the Company's performance and the prevailing market conditions.
- 17 -
APPENDIX II | DETAILS OF DIRECTORS STANDING FOR RE-ELECTION |
3. Ms. HSU Wai Man, Helen
Ms. HSU Wai Man, Helen, aged 51, was appointed as an independent non-executive Director and the chairlady of the Audit Committee and also a member of the Remuneration Committee and the Nomination Committee in June 2015. She has over 20 years' experience in accounting. She graduated from The Chinese University of Hong Kong with a Bachelor's degree in business administration. She had worked with Ernst & Young for 18 years and was a partner before she retired from the firm in February 2011. She is a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of the American Institute of Certified Public Accountants. Ms. HSU Wai Man, Helen is currently an independent non-executive director of the following companies whose shares are listed on the Stock Exchange: Beijing Gas Blue Sky Holdings Limited (stock code: 6828.HK) since July 2020; Harmonicare Medical Holdings Limited (stock code: 1509.HK) since August 2020, Perfect Optronics Limited (stock code: 8311.HK) since September 2020, Perfect Shape (PRC) Holdings Limited (stock code: 1830.HK) since December 2011 and Richly Field China Development Limited (stock code: 313.HK) since November 2013. She was also an independent non-executive director of BC Technology Group Limited (formerly known as Branding China Group Limited) whose shares are listed on the Stock Exchange (stock code: 863.HK) from 10 April 2012 to 3 May 2018, as well as Circle International Holdings Limited whose shares are listed on the National Stock Exchange of Australia (stock code: CCH) from 1 July 2017 to 14 May 2020.
As at the Latest Practicable Date, Ms. HSU Wai Man, Helen held options to subscribe for 260,000 Shares.
Save as disclosed above, Ms. HSU Wai Man, Helen (i) does not hold any other positions with the Company or any other members of the Group; (ii) has not held any other directorships at present or in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not have other major appointments and professional qualifications; (iii) has no interest in the shares of the Company within the meaning of Part XV of the SFO; and (iv) does not have any relationships with any other Directors, senior management or any substantial or controlling Shareholders.
Ms. HSU Wai Man, Helen has entered into a letter of appointment as an independent non- executive Director for an initial term of three years commencing on 25 June 2015, subject to election at general meeting and rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws and the Listing Rules.
Pursuant to the terms of the letter of appointment, Ms. HSU Wai Man, Helen is entitled to such remuneration as may be determined by the Board as recommended by the Remuneration Committee from time to time with reference to her experience and time commitment as well as the Company's performance and the prevailing market conditions, subject to annual review by the Board as recommended by the Remuneration Committee.
- 18 -
APPENDIX II | DETAILS OF DIRECTORS STANDING FOR RE-ELECTION |
4. Mr. LI Yang
Mr. LI Yang, aged 52, was appointed as an independent non-executive Director and a member of the Audit Committee, the Remuneration Committee and the Nomination Committee in June 2015. He obtained PRC lawyer qualification in 1998 and was admitted as a practicing lawyer in 2002. He was a professor and doctoral tutor of the School of Law, Sun Yat-sen University from January 2016 to January 2021 and has served as professor and doctoral tutor of The Civil,
Commercial and Economic Law School, China University of Political Science and Law*（中國 政法大學民商經濟法學院）since January 2021. He graduated from the Zhongnan Institution of Political Science and Law*（中南政法學院）(now known as Zhongnan University of Economics and Law) in 1990 with a Bachelor's degree in law. He received his Master's degree and Doctorate
degree in law from the Peking University Law School in 1996 and 2003 respectively and finished the post-doctoral research fellowship in Wuhan University in 2006. Mr. LI Yang was appointed as an independent director of Wuhu 37 Interactive Entertainment Network Technology Group Co., Ltd. whose shares are listed on the Shenzhen Stock Exchange (stock code: 002555.SZ) in December 2019. He has rich experiences in intellectual property law (including patent, trademark, copyright, anti-unfair competition and antitrust), intellectual property management and intellectual property personnel training. Mr. LI Yang is currently an arbitrator of the Shenzhen International Arbitration Commission and the vice president and deputy secretary-general of China Intellectual Property Law
Association, a part-time researcher of the Intellectual Property Judicial Protection Research Centre of the Supreme People's Court*（最高人民法院知識產權司法保護研究中心）and the Fifth Special Advisor to the Supreme People's Court.
As at the Latest Practicable Date, Mr. LI Yang held options to subscribe for 260,000 Shares.
Save as disclosed above, Mr. LI Yang (i) does not hold any other positions with the Company or any other members of the Group; (ii) has not held any other directorships at present or in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not have other major appointments and professional qualifications;
- has no interest in the shares of the Company within the meaning of Part XV of the SFO; and
- does not have any relationships with any other Directors, senior management or any substantial or controlling Shareholders.
Mr. LI Yang has entered into a letter of appointment as an independent non-executive Director for an initial term of three years commencing on 25 June 2015, subject to election at general meeting and rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws and the Listing Rules.
Pursuant to the terms of the letter of appointment, Mr. LI Yang is entitled to such remuneration as may be determined by the Board as recommended by the Remuneration Committee from time to time with reference to his experience and time commitment as well as the Company's performance and the prevailing market conditions, subject to annual review by the Board as recommended by the Remuneration Committee.
- 19 -
APPENDIX II | DETAILS OF DIRECTORS STANDING FOR RE-ELECTION |
DIRECTORS' EMOLUMENTS
The amounts of emoluments received in 2020 by the above Directors to be re-elected at the AGM are set out in the table below:
Salaries, | Employee | ||||
allowances | share | Pension | |||
and benefits | option | scheme | Total | ||
Directors | Fees | in kind | benefits | contributions | remuneration |
(RMB'000) | (RMB'000) | (RMB'000) | (RMB'000) | (RMB'000) | |
Mr. WEN Xianzhen | - | 434 | - | 16 | 450 |
Ms. HSU Wai Man, Helen | 160 | - | - | - | 160 |
Mr. LI Yang | 160 | - | - | - | 160 |
The emoluments to be received in 2021 by Mr. ZHANG Feng and the above Directors to be re-elected at the AGM will be determined by the Board and/or the Remuneration Committee based on the adopted remuneration policy reviewed by the Remuneration Committee, with reference to the Directors' qualification and experience, responsibilities undertaken, contribution to the Group, and the prevailing market level of remuneration of similar position.
OTHER INFORMATION
If re-elected at the AGM, all the aforesaid Directors, subject to the terms agreed otherwise which expire earlier, will be subject to the rotation, removal, vacation or termination of such offices as set out in the Bye-laws or the disqualification to act as a Director under the Bye-laws, the laws of Bermuda and the Listing Rules.
Save as disclosed herein, the above Directors did not in the past three years up to the Latest Practicable Date hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas, did not as at the Latest Practicable Date have other major appointments and professional qualifications, any interests in the Shares within the meaning of Part XV of the SFO and any relationship with any other Directors, senior management or any substantial or controlling Shareholders, and there is no information which is discloseable or are/ were the above Directors to be re-elected involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(w) of the Listing Rules, and the Board is not aware of any other matters which need to be brought to the attention of the Shareholders.
- 20 -
NOTICE OF ANNUAL GENERAL MEETING
China Display Optoelectronics Technology Holdings Limited
華 顯 光 電 技 術 控 股 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 334)
(the "Company")
NOTICE IS HEREBY GIVEN that the annual general meeting of the Company (the "Meeting") will be held at 2:00 p.m. on 28 May 2021, Friday at 8th Floor, Building 22E, Phase Three, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong for the purpose of transacting the following business:
ORDINARY BUSINESS
- To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company ("Director(s)") and the independent auditors of the Company ("Auditors") for the year ended 31 December 2020.
- To re-appoint Messrs. Ernst & Young as the Auditors and authorise the board of Directors to fix their remuneration.
- To re-elect Mr. ZHANG Feng as an executive Director.
- (a) To re-elect Mr. WEN Xianzhen as an executive Director.
- To re-elect Ms. HSU Wai Man, Helen as an independent non-executive Director until the conclusion of the annual general meeting of the Company of 2024.
- To re-elect Mr. LI Yang as an independent non-executive Director until the conclusion of the annual general meeting of the Company of 2024.
- To authorise the board of Directors to fix the Directors' remuneration.
- 21 -
NOTICE OF ANNUAL GENERAL MEETING
SPECIAL BUSINESS
To consider and, if thought fit, to pass the following resolutions (with or without modification) as ordinary resolutions:
6. "THAT
- a general mandate be and is hereby unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with unissued shares in the Company ("Shares") or securities convertible into Shares or options, warrants or similar rights to subscribe for any Shares or such convertible securities and to make or grant offers, agreements or options which would or might require the exercise of such powers either during or after the Relevant Period, in addition to any Shares which may be issued from time to time (a) on a Rights Issue (as hereinafter defined) or (b) upon the exercise of any options under any option scheme or similar arrangement for the time being adopted for the grant or issue of Shares or rights to acquire Shares or (c) upon the exercise of rights of subscription or conversion attaching to any warrants or convertible bonds issued by the Company or any securities which are convertible into Shares the issue of which warrants and other securities has previously been approved by shareholders of the Company or (d) as any scrip dividend or similar arrangements pursuant to the bye-laws of the Company, not exceeding twenty per cent of the number of issued Shares as at the date of this resolution (subject to adjustment in case of any Share consolidation or subdivision after such mandate has been approved, provided that the maximum number of new Shares that may be allotted and issued as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same); and
- for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until, whichever is the earliest of:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or
- 22 -
NOTICE OF ANNUAL GENERAL MEETING
- the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;
and "Rights Issue" means an offer of Shares 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 fractions entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange applicable to the Company)."
7. "THAT there be granted to the Directors an unconditional general mandate to repurchase Shares on market through The Stock Exchange of Hong Kong Limited or on another recognised stock exchange and that the exercise by the Directors of all powers of the Company to purchase Shares subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved, subject to the following conditions:
- such mandate shall not extend beyond the Relevant Period (as hereinafter defined);
- such mandate shall authorise the Directors to procure the Company to repurchase Shares on market through The Stock Exchange of Hong Kong Limited or on another recognised stock exchange at such price as the Directors may at their discretion determine;
- the Shares to be repurchased by the Company pursuant to paragraph (a) of this resolution during the Relevant Period shall be no more than ten per cent of the number of issued Shares as at the date of passing this resolution (subject to adjustment in case of any Share consolidation or subdivision after such mandate has been approved, provided that the maximum number of Shares that may be repurchased as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same); and
- 23 -
NOTICE OF ANNUAL GENERAL MEETING
- for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until, whichever is the earliest of,:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or
- the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
8. "THAT, subject to the availability of unissued share capital and conditional upon the resolutions nos. 6 and 7 above being passed, the number of Shares which are repurchased by the Company pursuant to and in accordance with resolution no. 7 above shall be added to the number of Shares that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with resolution no. 6 above."
On behalf of the Board
Liao Qian
Chairman
Hong Kong, 19 April 2021
Notes:
- A member of the Company who is a holder of two or more Shares, and who is entitled to attend and vote at the Meeting is entitled to appoint more than one proxy or a duly authorised corporate representative to attend and vote in his stead. A proxy needs not be a member of the Company.
- A form of proxy for the Meeting is enclosed with the Company's circular dated 19 April 2021. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with a valid power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power 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 appointed for holding the Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the Meeting and any adjournment thereof should he so wish. In such event, his form of proxy will be deemed to have been revoked.
- 24 -
NOTICE OF ANNUAL GENERAL MEETING
- The Hong Kong branch register of members of the Company will be closed from 25 May 2021, Tuesday to 28 May 2021, Friday (both dates inclusive), for the purposes of determining the entitlements of the members of the Company to attend and vote at the Meeting. No transfers of Shares may be registered during the said period. The record date for determining the entitlements of the shareholders of the Company to attend and vote at the Meeting is 24 May 2021, Monday. In order to qualify for the aforesaid entitlements, all transfers accompanied by the relevant share certificates must be lodged with 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 no later than 4:30 p.m. on 24 May 2021, Monday.
- Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally 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, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders, stand on the register in respect of the relevant joint holding.
- With regard to resolutions no. 6 above, the Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the general mandate to be granted under resolution no. 6 above.
-
If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal or "extreme conditions" as defined under Chapter 1 of the Rules of the Exchange of the Stock Exchange is/are in force at or at any time after 12:00 noon on the date of the meeting and/or the Hong Kong Observatory and/or the government of Hong Kong (as the case may be) has announced at or before 12:00 noon on the date of the meeting that either of the above mentioned warnings is to be issued within the next two hours, the meeting will be adjourned. The Company will publish an announcement 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 Red Rainstorm Warning Signal is in force. Shareholders of the Company should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situation. - In view of the recent development of the pandemic caused by coronavirus disease 2019 (COVID-19), and in order to better protect the safety and health of the shareholders of the Company, a series of pandemic precautionary measures will be implemented at the venue of the Meeting:-
- compulsory body temperature check will be conducted for every person at the entrance of the venue of Meeting. Any person with a body temperature over 37.5 degree Celsius will not be admitted to the venue;
- every person is required to wear facial mask at the venue of the Meeting;
- seating in the Meeting venue will be arranged so as to allow for appropriate social distancing; and
- no refreshments will be served at the Meeting.
Subject to the development of the COVID-19 pandemic and in compliance with applicable laws and regulations, the Company may implement further precautionary measures at the Meeting.
- 25 -
NOTICE OF ANNUAL GENERAL MEETING
The Company wishes to remind its shareholders that physical attendance in person at the Meeting is not necessary for the purpose of exercising their voting rights and strongly advises the shareholders to appoint the chairman of the Meeting as a proxy to vote on relevant resolution(s) as instructed in accordance with the relevant proxy form as an alternative to attending the Meeting in person in light of the continuing risks posed by the COVID-19 pandemic. For more details, please refer to the proxy form for the Meeting.
Shareholders of the Company and other participants who will attend the Meeting in person are advised to (a) consider carefully the risk of attending the Meeting, which will be held in an enclosed environment; (b) follow and comply with any laws, regulations, guidelines or requirements implemented by the Hong Kong Government relating to COVID-19 pandemic; and (c) not to attend the Meeting if they have contracted or are suspected to have contracted COVID-19 or have been in close contact with anybody who has contracted or is suspected to have contracted COVID-19.
As at the date of this notice, the Board comprises Mr. LIAO Qian as Chairman and non-executive Director; Mr. OUYANG Hongping, Mr. WEN Xianzhen and Mr. ZHANG Feng as executive Directors; and Ms. HSU Wai Man Helen, Mr. XU Yan and Mr. LI Yang as independent non-executive Directors.
- 26 -
Attachments
- Original document
- Permalink
Disclaimer
China Display Optoelectronics Technology Holdings Ltd. published this content on 16 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 April 2021 10:23:01 UTC.
