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AAC Technologies Holdings Inc. — Proxy Solicitation & Information Statement 2024
Jan 17, 2024
50345_rns_2024-01-17_15f49421-371d-4a9b-a94a-bd7e88cbce3e.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
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(Incorporated in the Cayman Islands with limited liability) (Stock Code : 2018)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting of AAC Technologies Holdings Inc. (the “Company”) will be held at 10:00 a.m. on Tuesday, 6 February 2024 (the “EGM”) at Victoria & Edinburgh Room, 2/F, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong, for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
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“ THAT :
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(a) the Sale and Purchase Agreement (a copy of which is marked “A” and initialled by the chairman of the EGM for the purpose of identification) dated 10 August 2023 and the Proposed Transaction contemplated thereunder, as more particularly described in the circular issued by the Company on 18 January 2024 (the “Circular”, a copy of which is marked “B” and initialled by the chairman of EGM for the purpose of identification), which constitutes a major transaction under the Listing Rules, be and are hereby approved, confirmed and ratified; and
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(b) the Directors, acting collectively and individually, be and are hereby authorised to take all such steps, do all such acts and things and to sign, execute, seal (where required) and deliver all such documents which he/she may in his/her absolute discretion, consider necessary, appropriate, desirable or expedient in connection with or to implement or give effect to the above resolution and all of the transactions contemplated thereunder.”
By order of the Board AAC TECHNOLOGIES HOLDINGS INC. Zhang Hongjiang Chairman
Hong Kong, 18 January 2024
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Principal place of business in Hong Kong: Registered office in the Cayman Islands: Unit 1605-7, YF Life Centre Cricket Square 38 Gloucester Road Hutchins Drive Wanchai P.O. Box 2681 Hong Kong Grand Cayman KY1-1111 Cayman Islands
Notes:
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(1) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one proxy or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s Hong Kong branch share registrar, Investor Communications Centre of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.
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(2) Completion and return of the form of proxy will not preclude members from attending and voting at the EGM or any adjournment.
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(3) For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 1 February 2024 to Tuesday, 6 February 2024, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents, accompanied by relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 31 January 2024.
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(4) Shareholders of the Company should note that the meeting will be held as scheduled when amber or red rainstorm warning signal is in force. In the event that typhoon signal no. 8 (or above) or “black” rainstorm warning is hoisted on the day and before the time of the EGM, shareholders of the Company may call the EGM hotline (852) 3150 6769/3150 6723 for arrangement of holding the EGM under such adverse weather condition. This EGM hotline is restricted to be used for the enquiries of bad weather arrangement only.
Shareholders of the Company should make their own decision as to whether they would attend the meeting under adverse weather conditions bearing in mind their own situations and if they should choose to do so, they are advised to exercise care and caution.
- (5) As at the date of this notice, the board of directors of the Company comprises two executive directors, namely Mr. Pan Benjamin Zhengmin and Mr. Mok Joe Kuen Richard; one non-executive director, namely Ms. Wu Ingrid Chun Yuan; and three independent non-executive directors, namely Mr. Zhang Hongjiang, Mr. Kwok Lam Kwong Larry and Mr. Peng Zhiyuan.
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