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China Display Optoelectronics Technology Holdings Limited — Proxy Solicitation & Information Statement 2026
Apr 24, 2026
49136_rns_2026-04-24_70240c06-2e5c-4cd9-bda3-3d5dcc0a01d7.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.
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", and together with its subsidiaries, the "Group")
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of the Company (the "Meeting") will be held at 3:00 p.m. on 28 May 2026, Thursday 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 RESOLUTIONS
As ordinary business, to consider and, if thought fit, pass the following resolution(s) (with or without modification) as ordinary resolution(s) of the Company:
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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 2025.
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To re-appoint Messrs. Ernst & Young as the Auditors and authorise the board of Directors to fix their remuneration.
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(a) To re-elect Mr. ZHANG Feng as an executive Director.
(b) To re-elect Mr. ZHANG Caili as an executive Director.
(c) To re-elect Mr. HAI Hong as an executive Director.
- (a) To re-elect Mr. LIAO Qian as a non-executive Director.
(b) To re-elect Mr. XI Wenbo as an executive Director.
- To authorise the board of Directors to fix the Directors' remuneration.
As special business, to consider and, if thought fit, pass the following resolution(s) (with or without modification) as ordinary resolution(s) of the Company:
- "THAT
(a) 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") (including any sale or transfer of treasury shares (which shall have the meaning ascribed thereto under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules")) 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 (20) per cent of the number of issued Shares (excluding treasury 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 (excluding treasury shares) at the date immediately before and after such consolidation or subdivision shall be the same); and
(b) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until, whichever is the earliest of:
i. the conclusion of the next annual general meeting of the Company;
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ii. 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
iii. 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).
- “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:
(a) such mandate shall not extend beyond the Relevant Period (as hereinafter defined);
(b) 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;
(c) 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 (10) 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 (excluding treasury shares) at the date immediately before and after such consolidation or subdivision shall be the same); and
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(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until, whichever is 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 of the Company to be held; or
iii. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”
- “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.”
SPECIAL RESOLUTION
As special business, to consider and, if thought fit, pass the following resolution (with or without modification) as special resolution of the Company:
- “THAT
(a) the proposed amendments to the existing amended and restated Bye-laws of the Company (the “Proposed Amendments”) be and are hereby approved;
(b) the second amended and restated Bye-laws of the Company (the “Second Amended Bye-laws”), which incorporates all the Proposed Amendments and a copy of which has been produced to the meeting and marked “A” and initialled by the chairman of the meeting for the purpose of identification, be and is hereby approved and adopted in substitution for, and to the exclusion of, the existing amended and restated Bye-laws of the Company with immediate effect;
(c) any Director be and is hereby authorised to sign, execute and deliver all such documents, instruments and agreements (including the affixation of the common seal of the Company when required), and to do all such acts or things and make all such arrangements that he or she may, in his or her absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Amendments and the adoption of the Second Amended Bye-laws, including without limitation, attending to the necessary registration and/or filings for and on behalf of the Company; and
(d) the registered office provider of the Company be and is hereby authorised to do all such acts and attend to all necessary filings in order to give effect to the adoption of the Second Amended Bye-laws."
On behalf of the Board
Liao Qian
Chairman
Hong Kong, 24 April 2026
Notes:
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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.
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A form of proxy for the Meeting is enclosed with the Company's circular dated 24 April 2026. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (www.tclcdot.com). 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated website (https://evoting.vistra.com) by using the username and password provided on the notification letter sent by the Company 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.
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The Hong Kong branch register of members of the Company will be closed from 22 May 2026, Friday to 28 May 2026, Thursday (both days 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 28 May 2026, Thursday. 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 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong no later than 4:30 p.m. on 21 May 2026, Thursday.
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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.
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With regard to resolution 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.
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If the annual general meeting is severely affected by bad weather conditions or otherwise, the Company will publish an announcement to notify shareholders of the Company of the date, time and place and/or mode of the postponed meeting. Otherwise, the meeting will be held as scheduled during bad weather conditions. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situation.
As at the date of this notice, the Board comprises Mr. LIAO Qian as Chairman and non-executive Director; Mr. ZHANG Feng, Mr. XI Wenbo, Mr. ZHANG Caili and Mr. HAI Hong as executive Directors; and Ms. HSU Wai Man Helen, Mr. XU Yan, Mr. LI Yang and Ms. YANG Qiulin as independent non-executive Directors.
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