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Greentech Technology International Limited AGM Information 2021

Apr 29, 2021

49024_rns_2021-04-28_9be997c2-1c46-49c8-811f-db1afd94db85.pdf

AGM Information

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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 announcement, 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 announcement.

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GREENTECH TECHNOLOGY INTERNATIONAL LIMITED 綠科科技國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (“ Meeting ”) of Greentech Technology International Limited (“ Company ”) will be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 16 June 2021 at 11:00 a.m. for the following purposes:

  1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (“ Directors ”) and the auditors of the Company for the year ended 31 December 2020.

  2. To pass the following resolutions, each as a separate resolution:

    • 2.1 to re-elect Tan Sri Dato’ Koo Yuen Kim P.S.M., D.P.T.J. J.P as executive Director;

    • 2.2 to re-elect Ms. Xie Yue as executive Director;

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  • 2.3 to re-elect Dr. Hsu Jing-Sheng as executive Director;

  • 2.4 to re-elect Mr. Wang Chuanhu as executive Director; and

  • 2.5 to authorise the board of Directors (“ Board ”) to fix the respective Directors’ remuneration.

  1. To re-appoint Deloitte Touche Tohmatsu as the auditors of the Company and to authorise the Board to fix their remuneration.

  2. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

THAT :

  • (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares (“ Shares ”) in the capital of the Company on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”), or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the applicable laws of Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

  • (b) the total number of Shares to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued Shares on the date of passing of this resolution and the said approval shall be limited accordingly;

  • (c) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (b) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (b) above as a percentage of the total number of issued Shares at the time 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meeting; and

    • (iii) 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.”

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

THAT :

  • (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with the authorised and unissued Shares in the capital of the Company and to make or grant offers, agreements or options, including warrants to subscribe for Shares, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

  • (b) the approval in paragraph (a) above shall the Directors to make or grant offers, agreements or options, including warrants to subscribe for Shares, during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

  • (c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

    • (i) a Rights Issue (as defined below);

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  • (ii) the exercise of any options granted under a share option scheme of the Company;

  • (iii) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of the Company; or

  • (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares,

shall not exceed 20% of the aggregate number of Shares in issue on the date of the passing of this resolution and the said approval shall be limited accordingly; and

  • (d) if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (c) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same; and

  • (e) for the purposes 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meeting; and

    • (iii) 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;

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Rights Issue ” means an offer of Shares, or offer on issue of warrants, options or other securities giving rights to subscribe for 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 fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

THAT conditional upon the passing of the resolutions numbered 4 and 5 in the notice convening this Meeting (“ Notice ”), the general mandate referred to in the resolution numbered 5 in the Notice be and is hereby extended by the addition to the aggregate number of Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate number of Shares purchased or agreed to be purchased by the Company pursuant to the mandate referred to in the resolution numbered 4 in the Notice, provided that such amount shall not exceed 10% of the aggregate number of Shares in issue on the date of the passing of this resolution.”

By Order of the board of Directors of Greentech Technology International Limited Tan Sri Dato’ Koo Yuen Kim

P.S.M., D.P.T.J. J.P

Chairman

Hong Kong, 29 April 2021

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As at the date of this notice, the board of Directors comprises the following:

Executive Directors: Registered office: Tan Sri Dato’ Koo Yuen Kim P.S.M., D.P.T.J. J.P Cricket Square (Dr. Hsu Jing-Sheng as his alternate) (Chairman) Hutchins Drive Ms. Xie Yue (Co-Chief Executive Officer) P.O. Box 2681 Dr. Hsu Jing-Sheng (Co-Chief Executive Officer) Grand Cayman Mr. Wang Chuanhu KY1-1111 Mr. Sim Tze Jye Cayman Islands Independent Non-executive Directors: Principal place of business Datin Sri Lim Mooi Lang in Hong Kong: Mr. Kim Wooryang Suite No. 1B on 9/F, Tower 1 Ms. Peng Wenting China Hong Kong City 33 Canton Road Tsim Sha Tsui, Kowloon Hong Kong

Notes:

  • (1) A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or (if holding two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

  • (2) Where there are joint holders of any Share, any one of such joint holders may vote, either in person 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 Meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  • (3) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time appointed for holding of the AGM (i.e. 11:00 a.m. on Monday, 14 June 2021) or any adjournment thereof.

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  • (4) Pursuant to the articles of association of the Company, the chairman of the Meeting will demand a poll on the resolution(s) set out in this notice put to the vote at the Meeting.

  • (5) For the purpose of determining the entitlement of the members to attend and vote at the Meeting, the register of members of the Company will be closed from Thursday, 10 June 2021 to Wednesday,16 June 2021, both days inclusive, during which period no transfer of Shares of the Company will be registered. Members whose names appear on the register of members of the Company on Wednesday,16 June 2021 will be entitled to attend and vote at the annual general meeting. All transfers of Shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s branch share registrar and transfer office 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, 9 June 2021.

  • (6) If Typhoon Signal No. 8 or above, or “extreme conditions” caused by super typhoons or a “black” rainstorm warning is in effect any time after 8:00 a.m. on the date of the Meeting, the Meeting will be postponed or adjourned. Members may visit the website of the Company at http://www.green-technology.com.hk for details of the rescheduled Meeting.

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