Leoch International Technology Limited — Proxy Solicitation & Information Statement 2020

Apr 21, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Leoch International Technology Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

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Leoch International Technology Limited 理士國際技術有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 842)

PROPOSALS FOR

(i) GRANT OF ISSUE MANDATE AND REPURCHASE MANDATE; (ii) RE-ELECTION OF RETIRING DIRECTORS; (iii) PAYMENT OF DIVIDEND; (iv) CLOSURE OF REGISTER OF MEMBERS; AND (v) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (“ AGM ”) of the Company to be held at 10:00 a.m. on Friday, 22 May 2020 at Unit C, 33/F., TML Tower, No 3 Hoi Shing Road, Tsuen Wan, N.T., Hong Kong, is set out on pages 19 to 24 of this circular.

A form of proxy for use by the shareholders of the Company at the AGM (or any adjournment thereof) is also enclosed. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon 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, but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting in person at the AGM or any adjourned meeting should you so wish.

21 April 2020

CONTENTS

		Page
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
1.	Proposed Issue Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed re-election of retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed payment of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Closure of register of members. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Actions to be taken. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	– Explanatory statement for the proposed Repurchase Mandate. . . . . .	8
Appendix II	– Details of retiring Directors to be re-elected at the AGM. . . . . . . . . .	13
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		19
Accompanying:	Form of proxy for AGM

– 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 convened and held at 10:00 a.m. on Friday, 22 May 2020 at Unit C, 33/F., TML Tower, No 3 Hoi Shing Road, Tsuen Wan, N.T., Hong Kong

“Articles”

the articles of association of the Company

“Board”

the board of Directors

“close associate(s)”

has the same meaning ascribed to it under the Listing Rules

“Company”

Leoch International Technology Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange

“controlling shareholder(s)”

has the same meaning ascribed to it under the Listing Rules, and for the context of this circular, shall mean Mr. DONG Li and Master Alliance Investment Limited

• “core connected person(s)”

has the same meaning ascribed to it under the Listing Rules

“Directors”

the directors of the Company

“Final Dividend”

the final dividend for the year ended 31 December 2019

“Group”

the Company and its subsidiaries

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“Issue Mandate”

the proposed general mandate to be granted to the Directors at the AGM to allot, issue and deal with new Shares up to 20% of the issued share capital of the Company as at the date of passing of an ordinary resolution granting such mandate

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DEFINITIONS

“Latest Practicable Date” 14 April 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China and for the purpose of this circular, excluding Hong Kong, Taiwan and Macau Special Administrative Region of the PRC “Repurchase Mandate” the proposed general mandate to be granted to the Directors at the AGM to exercise the powers of the Company to repurchase the Shares up to 10% of the issued share capital of the Company as at the date of passing of the ordinary resolution granting such mandate “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” the ordinary share(s) of HK$0.1 each in the share capital of the Company “Share Option Scheme” the share option scheme adopted by the Company on 14 October 2010 “Shareholders” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholder(s)” has the same meaning ascribed to it under the Listing Rules “Takeovers Code” The Code on Takeovers and Mergers “%” per cent.

– 2 –

LETTER FROM THE BOARD

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Leoch International Technology Limited 理士國際技術有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 842)

Executive Directors: Mr. DONG Li (Chairman) Ms. YIN Haiyan (Chief Executive Officer)

Independent Non-Executive Directors: Mr. LAU Chi Kit Mr. CAO Yixiong Alan Dr. ZHU Ping

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands Headquarters in the PRC: 5th Floor, Xin Bao Hui Building No.2061, Nanhai Avenue Nanshan District Shenzhen, Guangdong Province the PRC

Principal place of business in Hong Kong: Unit C, 33rd Floor, TML Tower No. 3 Hoi Shing Road, Tsuen Wan, New Territories Hong Kong

21 April 2020

To the Shareholders and, for information only, the holders of share options of the Company,

Dear Sir/Madam,

PROPOSALS FOR

(i) GRANT OF ISSUE MANDATE AND REPURCHASE MANDATE; (ii) RE-ELECTION OF RETIRING DIRECTORS; (iii) PAYMENT OF DIVIDEND; (iv) CLOSURE OF REGISTER OF MEMBERS; AND (v) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

– 3 –

LETTER FROM THE BOARD

At the AGM, resolutions will be proposed for the Shareholders to approve, among other things, (i) the proposed grant of the Issue Mandate and the extension of the Issue Mandate; (ii) the proposed grant of the Repurchase Mandate; (iii) the proposed re-election of retiring Directors; and (iv) the proposed payment of Final Dividend (as defined below).

1. PROPOSED ISSUE MANDATE AND REPURCHASE MANDATE

At the AGM, the following ordinary resolutions will be proposed:

• (a) to grant the Issue Mandate to the Directors to allot, issue and otherwise deal with new Shares up to 20% of the issued share capital of the Company as at the date of passing of the ordinary resolution;

• (b) to grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the ordinary resolution; and

• (c) to extend the Issue Mandate by an amount representing the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

As at the Latest Practicable Date, the number of Shares in issue was 1,357,521,666. Accordingly, the exercise of the Issue Mandate in full would enable the Company to issue a maximum of 271,504,333 new Shares and the exercise in full of the Repurchase Mandate would enable the Company to repurchase a maximum of 135,752,166 Shares (assuming no Share is issued or repurchased after the Latest Practicable Date and up to the passing of the relevant resolution). The Directors believe that the grant of the Issue Mandate will provide flexibility and discretion to the Directors in the event that the Company becomes desirous to issue new Shares to raise capital to facilitate any expansion plan as the Directors consider appropriate, and it is in the best interests of the Company and the Shareholders to enable the Directors to repurchase Shares on the market by granting the Repurchase Mandate. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

An explanatory statement, as required by the Listing Rules, on the Repurchase Mandate is set out in Appendix I to this circular. This contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions.

The Board advises that it has no present intention to repurchase any Shares pursuant to the Repurchase Mandate or issue any new Shares pursuant to the Issue Mandate in the event that the relevant resolutions are approved.

– 4 –

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors were Mr. DONG Li and Ms. YIN Haiyan, and the independent non-executive Directors were Mr. CAO Yixiong Alan, Mr. LAU Chi Kit and Dr. ZHU Ping.

Pursuant to the Articles, Mr. DONG Li, Mr. LAU Chi Kit and Dr. ZHU Ping shall retire from their respective offices at the AGM, and, being eligible, will offer themselves for re-election.

Details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

3. PROPOSED PAYMENT OF FINAL DIVIDEND

Subject to Shareholders’ approval at the AGM, the Board has recommended the Final Dividend of HK2.00 cents per Share for the year ended 31 December 2019. The Final Dividend shall be payable to the Shareholders whose names appear on the register of members of the Company as at the close of business on Wednesday, 3 June 2020. Subject to the approval of the Shareholders at the AGM, the Final Dividend will be paid to the Shareholders on or about Wednesday, 8 July 2020.

4. NOTICE OF AGM

A notice convening the AGM to be held at 10:00 a.m. on Friday, 22 May 2020 at Unit C, 33/F., TML Tower, No 3 Hoi Shing Road, Tsuen Wan, N.T., Hong Kong, is set out on pages 19 to 24 of this circular.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll (except for those relating purely to a procedural or administrative matter which may be voted on by a show of hands). Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

5. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed:

• (i) from Tuesday, 19 May 2020, to Friday, 22 May 2020, (both days inclusive (both days inclusive) for the purpose of determining Shareholders’ entitlement to attend and vote at the AGM, during which period no transfer of Shares will be registered. In order to be eligible to attending and vote at the AGM, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by no later than 4:30 p.m. on Monday, 18 May 2020; and

• (ii) from Monday, 1 June 2020 to Wednesday, 3 June 2020 (both days inclusive), for the purpose of determining shareholders’ entitlement to receive the Final Dividend, during which period no transfer of Shares will be registered. In order to qualify for receiving the Final Dividend, shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar, Tricor Investor Services Limited. at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by no later than 4:30 p.m. on Friday, 29 May 2020.

6. ACTIONS TO BE TAKEN

A form of proxy for use by the Shareholders at the AGM is enclosed in this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the enclosed 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, but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Such form of proxy for use at the AGM is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.leoch.com. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the AGM or any adjourned meeting should you so wish.

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LETTER FROM THE BOARD

7. RECOMMENDATION

The Directors consider that (i) the proposed grant of the Issue Mandate and the extension of the Issue Mandate; (ii) the proposed grant of the Repurchase Mandate; (iii) the proposed re-election of retiring Directors; and (iv) the proposed payment of Final Dividend are in the interests of the Company and the Shareholders as a whole and accordingly recommend all Shareholders to vote in favour of all resolutions set out in the AGM notice.

8. FURTHER INFORMATION

Your attention is also drawn to the additional information set out in the Appendices to this circular.

Yours faithfully, For and on behalf of

LEOCH INTERNATIONAL TECHNOLOGY LIMITED

DONG Li

Chairman

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APPENDIX I

EXPLANATORY STATEMENT FOR THE PROPOSED REPURCHASE MANDATE

This appendix serves as an explanatory statement as required under the Listing Rules, to provide the requisite information to you for consideration of the proposed Repurchase Mandate.

I. SHARE CAPITAL

As at the Latest Practicable Date, the Company had 1,357,521,666 Shares in issue or an issued share capital of HK$135,752,166.

Subject to the passing of the proposed ordinary resolution approving the proposed Repurchase Mandate and on the basis that none of the outstanding share options is exercised and no further Shares is issued, allotted or repurchased by the Company prior to the AGM, the exercise of the proposed Repurchase Mandate in full would result in up to a maximum of 135,752,166 Shares, representing 10% of the total number of Shares in issue and a share capital of HK$13,575,216, being repurchased by the Company during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which the proposed Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

II. REASONS FOR SHARES REPURCHASE

Although the Directors have no present intention of exercising the proposed Repurchase Mandate, they believe that the flexibility afforded by the proposed Repurchase Mandate would be beneficial to the Company and the Shareholders. At any time in the future when the Shares are traded at a discount to their underlying value, the ability of the Company to repurchase the Shares will be beneficial to the Shareholders who retain their investment in the Company as their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company from time to time and thereby resulting in an increase in net assets and/or earnings per share of the Company. Such repurchases will only be made when the Directors believe that such exercises will benefit the Company and the Shareholders as a whole.

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APPENDIX I

EXPLANATORY STATEMENT FOR THE PROPOSED REPURCHASE MANDATE

III. FUNDING OF REPURCHASE

The repurchase of Shares under the proposed Repurchase Mandate would be financed from the Company’s internal resources.

In repurchasing the Shares, the Company may only apply funds legally available for such purposes in accordance with the memorandum of association and the Articles and the applicable laws of the Cayman Islands. The laws of the Cayman Islands provide that the amount of capital repaid in connection with a share repurchase may only be paid out of the capital paid up on the relevant shares (subject to the Articles and the laws of the Cayman Islands), profit or the proceeds of a new issue of the shares made for such purpose. It is envisaged that the funds required for any repurchase of Shares would be derived from the capital paid up on the Shares being repurchased and from the distributable profits of the Company.

The working capital or gearing position of the Company could be adversely affected (as compared with the position disclosed in the audited consolidated financial statements of the Company for the year ended 31 December 2019) in the event that the proposed Repurchase Mandate were to be carried out in full at any time during the period which the Repurchase Mandate remains in force. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company as is from time to time appropriate.

The number of the Shares to be repurchased on any occasion and the price and other terms upon which the same are purchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

– 9 –

EXPLANATORY STATEMENT FOR THE PROPOSED REPURCHASE MANDATE

APPENDIX I

IV. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2019
April	0.80	0.64
May	0.67	0.60
June	0.61	0.54
July	0.68	0.58
August	0.65	0.55
September	0.64	0.55
October	0.62	0.57
November	0.60	0.57
December	0.60	0.57
2020
January	0.65	0.57
February	0.63	0.58
March	0.59	0.45
April (up to the Latest Practicable Date)	0.50	0.47

V. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the proposed Repurchase Mandate in accordance with the Articles, the Listing Rules and the applicable laws of the Cayman Islands.

VI. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors or, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell any Shares or other securities to the Company. No core connected person has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has undertaken not to do so, in the event that the proposed Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT FOR THE PROPOSED REPURCHASE MANDATE

APPENDIX I

VII. TAKEOVERS CODE

If, as a result of repurchase of the Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date and insofar as the Directors are aware, substantial shareholders of the Company having an interests representing 5% or more in the issued share capital of the Company which are discloseable under Part XV of the SFO are as follows:

			Approximate
		Number of	percentage of
Name	Nature of interest	Shares*	Shareholding
Mr. DONG Li	Interest of	1,009,513,000 (L)	74.36
	controlled corporation(1)
Master Alliance	Beneficial owner	1,009,513,000 (L)	74.36
Investment Limited

• The letter “L” denotes long position of the shareholder in the Shares.

Note:

1. Mr. DONG Li is deemed to be interested in 1,009,513,000 Shares held by Master Alliance Investment Limited, a company wholly owned by Mr. DONG Li.

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APPENDIX I

EXPLANATORY STATEMENT FOR THE PROPOSED REPURCHASE MANDATE

On the basis that no further Shares are issued or repurchased and in the event that the Repurchase Mandate is exercised in full and that there is no change in the shareholding of Master Alliance Investment Limited in the Company, the shareholding of Master Alliance Investment Limited would be increased to approximately 82.63% of the issued share capital of the Company on exercise in full of the Repurchase Mandate. Should such increase arise, Master Alliance Investment Limited would not be required to make a mandatory offer for all Shares not already owned by it or its concert parties under Rule 26 of the Takeovers Code because it already holds more than 50% of the issued share capital of the Company. The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

VIII. SHARES REPURCHASED BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) has been made by the Company in the six months preceding the Latest Practicable Date.

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DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Mr. DONG Li, aged 53

Position and experience

DONG Li（董李）, is an executive Director, chairman of the Board and nomination committee and founder of the Company. Mr. Dong has been appointed as executive Director since 27 April 2010, the date of the incorporation of our Company.

Mr. DONG obtained an EMBA degree from National University of Singapore in 2015. Mr. Dong graduated from Xi’an International Studies College, the predecessor of Xi’an International Studies University, in 1990 with a Bachelor of Arts degree and Northwest Textile University of Science and Technology, the predecessor of Xi’an Polytechnic University, in 1988 with a Bachelor’s degree in Engineering.

Mr. Dong also holds the positions of part-time professor of Shanghai University and visiting professor of the Xi’an Polytechnic University.

Save as disclosed above, Ms. DONG has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the service agreement entered into between Mr. DONG and the Company, his current term of office is three years commencing on 17 November 2019, which is subject to termination by either party giving not less than three months’ written notice. He is also subject to retirement and re-election at the AGM of the Company in accordance with the Articles.

Relationships

Mr. DONG is the sole director and sole shareholder of Master Alliance Investment Limited (a controlling shareholder of the Company). Save as disclosed above and in the immediately following section “Interests in shares”, Mr. DONG Li is not connected with any other Directors, senior management, substantial shareholders, or controlling shareholders of the Company.

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DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. DONG is deemed to be interest in 1,009,513,000 Shares held by Master Alliance Investment Limited, a company wholly owned by Mr. DONG Save as disclosed above, Mr. DONG was not interested or deemed to be interested in any Shares or underlying Shares or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the service agreement entered into between Mr. DONG and the Company, Mr. DONG is entitled to receive a fixed salary of RMB69,167 per month. He is also entitled to discretionary bonuses and other allowances and benefits in kind determined by the remuneration committee of the Company. The above emoluments of Mr. DONG are determined by the Board by reference to his performance, experience and responsibilities as well as the prevailing market conditions. Apart from the aforesaid, he is also eligible to participate in the share option scheme of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. DONG to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. DONG that need to be brought to the attention of the Shareholders in relation to his re-election.

– 14 –

DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

LAU Chi Kit（劉智傑）, aged 75

Position and experience

LAU Chi Kit（劉智傑）has been appointed as an independent non-executive Director, the chairman of the remuneration committee, a member of the nomination committee and a member of the audit committee of the Company since 17 September 2014.

Mr. LAU retired from The Hongkong and Shanghai Banking Corporation Limited (“ HSBC ”) in December 2000 after more than 35 years’ of service. Among the senior positions in HSBC, he was the Assistant General Manager and Head of Personal Banking Hong Kong and Assistant General Manager and Head of Strategic Implementation, Asia-Pacific Region. He is a Fellow of the Hong Kong Institute of Bankers (“ Institute ”). He was the chairman of the Institute’s Executive Committee (from January 1999 to December 2000) and is currently an Honorary Advisor of the Institute’s Executive Committee. He served as a member on a number of committees appointed by the Government of Hong Kong Special Administration Region, including the Advisory Council on the Environment (from October 1998 to December 2001), the Advisory Committee on Human Resources Development in the Financial Services Sector (from June 2000 to May 2001), the Corruption Prevention Advisory Committee of the Independent Commission Against Corruption (from January 2000 to December 2003), the Environment and Conservation Fund Committee (from August 2000 to October 2006), the Innovation and Technology Fund (Environment) Projects Vetting Committee (from January 2000 to December 2004) and the Law Reform Commission’s Privacy Sub-committee (from February 1990 to March 2006). He also served as Chairman of the Business Environment Council Ltd. (from September 1998 to December 2001).

Currently, he is also an executive director of Chinlink International Holdings Limited (stock code: 997) and is an independent non executive director of Royale Furniture Holdings Limited (stock code: 1198), Century Sunshine Group Holdings Limited (stock code: 509) and Hin Sang Group (International) Holding Co Ltd (stock code: 6893). The shares of Chinlink International Holdings Limited, Royale Furniture Holdings Limited, Century Sunshine Group Holdings Limited, Hin Sang Group (International) Holding Co Ltd, are listed on the Main Board of the Stock Exchange.

Mr. LAU resigned as an independent non-executive director from Hang Pin Living Technology Company Limited (formly known as Highlight China IoT International Ltd (stock code: 1682) with effect from 29 September 2017 and Janco Holdings Limited (stock code: 8035) with effect from 13 September 2019 respectively.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM

Save as disclosed above, Mr. LAU has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the appointment letter entered into between Mr. LAU and the Company, his current term of office is three years commencing on 17 September 2017, which is subject to termination by either party giving not less than two months’ written notice. He is also subject to retirement and re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

Mr. LAU is not connected with any other Directors, senior management, substantial shareholders, or controlling shareholders of the Company.

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. LAU was granted options pursuant to the Share Option Scheme which if exercised in full will represent 800,000 shares or approximately 0.06% of the issued share capital of the Company. Save as disclosed above, Mr. LAU was not interested or deemed to be interested in any Shares or underlying Shares or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the appointment letter entered into between Mr. LAU and the Company, Mr. LAU is entitled to receive a fixed salary of HK$240,000 per annum. He is also entitled to discretionary bonuses and other allowances and benefits in kind determined by the remuneration committee of the Company. The above emoluments of Mr. LAU are determined by the Board by reference to his performance, experience and responsibilities as well as the prevailing market conditions. Apart from the aforesaid, he is also eligible to participate in the share option scheme of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. LAU to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. LAU that need to be brought to the attention of the Shareholders in relation to his re-election.

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DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

Dr. ZHU Ping（朱評）, aged 60

Position and experience

ZHU Ping（朱評）has been appointed as an independent non-executive Director, a member of the audit committee and the nomination committee of the Company since 28 October 2019.

Dr. ZHU, obtained an EMBA from Peking University in 2006 and a doctor degree in business administration jointly issued by Antai School of Economics and Management of Shanghai Jiao Tong University and ESC Rennes School of Business, France in 2008.

In 2005, Dr. ZHU was awarded the professional qualification of Senior Economist by the Zhejiang Province Human Resources and Social Security Department of the People’s Republic of China (the “ PRC ”).

Dr. ZHU is the chief executive officer of China Blue Sky Eco-technology (Beijing) Co., Ltd. since March 2017. During the period between March 1997 and March 2017, Dr. ZHU has served as the general manager in various renowned PRC enterprises including China Aerospace Science and Technology Group Beijing Aerospace Data Co., Ltd., subsidiaries of China Unicom Group located in Jiangsu, Hebei and Zhejiang, Zhejiang Guoxin Paging Co., Ltd., and Zhejiang Nantian Group Co., Ltd.. He also served as the Dean of China Unicom Group Unicom College.

Save as disclosed above, Dr. ZHU has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the service agreement entered into between Dr. ZHU and the Company, his current term of office is three years commencing on 28 October 2019, which is subject to termination by either party giving not less than three months’ written notice. He is also subject to retirement and re-election at the AGM of the Company in accordance with the Articles.

Relationships

Dr. ZHU is not connected with any other Directors, senior management, substantial shareholders, or controlling shareholders of the Company.

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DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED AT THE AGM

APPENDIX II

Interests in shares

As far as the Directors are aware, as at the Latest Practicable Date, Dr. ZHU was granted options pursuant to the Share Option Scheme which if exercised in full will represent 600,000 shares or approximately 0.04% of the issued share capital of the Company. Save as disclosed above, Dr. ZHU was not interested or deemed to be interested in any Shares or underlying Shares or its associated corporations pursuant to Part XV of the SFO.

Director’s emoluments

Pursuant to the appointment letter entered into between Dr. ZHU and the Company, Dr. ZHU is entitled to receive a fixed salary of HK$240,000 per annum. He is also entitled to discretionary bonuses and other allowances and benefits in kind determined by the remuneration committee of the Company. The above emolument of Dr. ZHU are determined by the Board by reference to his performance, experience and responsibilities as well as the prevailing market conditions. Apart from the aforesaid, he is also eligible to participate in the share option scheme of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Dr. ZHU to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Dr. ZHU that need to be brought to the attention of the Shareholders in relation to his re-election.

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NOTICE OF AGM

==> picture [79 x 58] intentionally omitted <==

Leoch International Technology Limited 理士國際技術有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 842)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (“ AGM ”) of Leoch International Technology Limited (the “ Company ”) will be held at 10:00 a.m. on Friday, 22 May 2020 at Unit C, 33/F., TML Tower, No 3 Hoi Shing Road, Tsuen Wan, N.T., Hong Kong, for the following purposes:

As Ordinary Business

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (collectively, “Directors” and individually, a “ Director ”) and the auditors of the Company (the “ Auditors ”) for the year ended 31 December 2019.

2. To approve the final dividend for the year ended 31 December 2019 of HK2.00 cents per share of the Company.

3. To re-elect Mr. DONG Li, as an executive Director.

4. To re-elect Mr. LAU Chi Kit, as an independent non-executive Director.

5. To re-elect Dr. ZHU Ping, as an independent non-executive Director.

6. To authorize the board of Directors (the “ Board ”) to fix the respective Directors’ remuneration.

7. To re-appoint Ernst & Young as Auditors and to authorise the Board to fix their remuneration.

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NOTICE OF AGM

As Special Business

ORDINARY RESOLUTIONS

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

“ THAT :

• (a) subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (e) of this Resolution) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company (the “ Shares ”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period (as defined in paragraph (e) of this Resolution) to make or grant offers, agreements and options which would or might require the exercise of such powers at any time during or after the end of the Relevant Period (as defined in paragraph (e) of this Resolution);

• (c) the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to:

• (i) a Rights Issue (as defined in paragraph (e) of this Resolution);

• (ii) an exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;

• (iii) an exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or such other persons eligible to participate in any such scheme(s) or arrangement of Shares or rights to acquire Shares;

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NOTICE OF AGM

• (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “ Articles ”) or a specific authority granted by the Shareholders in general meeting,

shall not exceed 20 per cent of the issued share capital of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly;

• (d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (e) for the purpose of this Resolution:

• (i) “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

  • (aa) the conclusion of the next annual general meeting of the Company;

  • (bb) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or

  • (cc) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.

• (ii) “Rights Issue” means an offer of Shares or other equity securities of the Company open for a period fixed by the Directors to the holders of Shares on the register of members of the Company on a fixed record date in proportion to their 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 any relevant jurisdiction, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside the Hong Kong Special Administrative Region of the People’s Republic of China applicable to the Company).”

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NOTICE OF AGM

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

“ THAT :

• (a) subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this Resolution) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and regulations of Hong Kong, the Cayman Islands, the Articles and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the number of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period (as defined in paragraph (d) of this Resolution) shall not exceed 10 per cent of the issued share capital of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly;

• (c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and

• (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 the Articles or any applicable laws of the Cayman Islands to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.”

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NOTICE OF AGM

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

“ THAT conditional upon the passing of Resolutions 8 and 9 set out in this notice of annual general meeting dated Tuesday, 21 April 2020 (the “ AGM Notice ”) convening this meeting, the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with the general mandate granted under Resolution 8 set out in the AGM Notice be and is hereby extended by the addition thereto of the number of Share which may be repurchased by the Company pursuant to and in accordance with the general mandate granted under Resolution 9 set out in the AGM Notice, provided that such amount shall not exceed 10 per cent of the issued share capital of the Company as at the date of passing of this Resolution.”

By Order of the Board of LEOCH INTERNATIONAL TECHNOLOGY LIMITED DONG Li Chairman

Hong Kong, 21 April 2020

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NOTICE OF AGM

Notes:

1. The Board has recommended the payment of a final dividend of HK2.00 cents per Share for the year ended 31 December 2019, to be payable to the shareholders of the Company (the “ Shareholders ”) whose names appear on the register of members of the Company as at the close of business on Wednesday, 3 June 2020. Subject to the approval of the Company’s shareholders at the meeting, the said final dividend will be paid to the Shareholders on or Wednesday, 8 July 2020 (2018: HK2.00 cents per Share).

2. The register of members of the Company will be closed:

3. (i) from Tuesday, 19 May 2020, to Friday, 22 May 2020, (both days inclusive (both days inclusive) for the purpose of determining Shareholders’ entitlement to attend and vote at the AGM, during which period no transfer of Shares will be registered. In order to be eligible to attending and vote at the AGM, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by no later than 4:30 p.m. on Monday, 18 May 2020; and

4. (ii) from Monday, 1 June 2020 to Wednesday, 3 June 2020 (both days inclusive), for the purpose of determining shareholders’ entitlement to receive the Final Dividend, during which period no transfer of Shares will be registered. In order to qualify for receiving the Final Dividend, shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Company’s branch share registrar, Tricor Investor Services Limited. at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by no later than 4:30 p.m. on Friday, 29 May 2020.

5. Any shareholder entitled to attend and vote at the AGM is entitled to appoint another person as his/her proxy to attend and vote on his/her behalf. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

6. 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/she were solely entitled thereto, but if more than one of such joint holders be present at any 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 in respect of the joint holding. Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of the Article be deemed joint holders thereof.

7. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, 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 not less than 48 hours before the time fixed for holding the AGM or adjournment thereof.

8. Please refer to Appendix II of the circular of the Company dated 21 April 2020 for the details of the retiring Directors subject to reelection at the AGM.

As at the date of this notice, executive Directors are Mr. DONG Li and Ms. YIN Haiyan, and the independent non-executive Directors are Mr. CAO Yixiong Alan, Mr. LAU Chi Kit and Dr. ZHU Ping.

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