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Lianlian DigiTech Co., Ltd. — Proxy Solicitation & Information Statement 2024
Dec 16, 2024
50703_rns_2024-12-16_66a7ebf4-a1c1-458a-984c-ba8302cbdf23.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealers, bank managers, solicitors, professional accountants or other professional advisers.
If you have sold or transferred all your shares in LianLian DigiTech Co., Ltd., you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agents through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the content 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 content of this circular.
LianLian 连连
Lianlian DigiTech Co., Ltd.
連連數字科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2598)
(1) PROPOSED ADOPTION OF THE FIRST AWARD AND TRUST SCHEME;
(2) PROPOSED AUTHORIZATION TO THE BOARD AND/OR ITS
AUTHORIZED PERSONS TO DEAL WITH MATTERS PERTAINING TO
THE FIRST AWARD AND TRUST SCHEME; AND
(3) NOTICE OF THE EGM
A notice convening the EGM of Lianlian DigiTech Co., Ltd. to be held on Tuesday, December 31, 2024 at 10:00 a.m. at the meeting room of the Company at 12/F, Block A, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC is set out on pages EGM-1 to EGM-2 of this circular. A proxy form for use at the EGM is also enclosed in this circular. Such proxy form is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.lianlian.com).
Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meeting thereof if Shareholders so wish.
December 16, 2024
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
I. INTRODUCTION ... 4
II. PROPOSED ADOPTION OF THE FIRST AWARD AND TRUST SCHEME ... 5
III. PROPOSED AUTHORIZATION TO THE BOARD AND/OR ITS AUTHORIZED PERSONS TO DEAL WITH MATTERS PERTAINING TO THE FIRST AWARD AND TRUST SCHEME ... 10
IV. IMPLICATIONS OF THE LISTING RULES ... 12
V. EGM AND PROXY ARRANGEMENT ... 12
VI. VOTING BY POLL ... 12
VII. CLOSURE OF REGISTER OF MEMBERS ... 13
VIII. RESPONSIBILITY STATEMENT ... 13
IX. RECOMMENDATIONS ... 13
NOTICE OF THE EGM ... EGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Adoption Date"
December 31, 2024, being the date on which the First Award and Trust Scheme is approved and adopted by the Shareholders at the EGM
"Articles of Association"
the articles of association of the Company currently in force
"Award Letter"
the letter issued by the Company to each Participant in such form as the Board may from time to time determine, specifying the grant terms, including the date of grant, the manner of acceptance of the Awards, the number of Award Shares underlying the Awards, the vesting criteria and conditions, the vesting date, the grant price (if applicable) and such other details, terms and conditions as they may consider necessary and in compliance with the Scheme
"Award Period"
subject to any early termination of the Scheme pursuant to terms of the Scheme, the Scheme shall be valid and effective for ten (10) years commencing from the Adoption Date (i.e. December 31, 2024 which is the day on which the Scheme is approved by the Shareholders at the EGM)
"Award Shares"
the H Shares that the Trustee purchases to fulfil the Scheme
"Awards"
the awards granted by the Board to a Participant pursuant to the Scheme, which may vest in the form of the respective Participants instructing the Trustee through the Company to sell the underlying Award Shares and redeem the amount of cash return generated from the respective Award Shares
"Board"
the board of Directors of the Company
"business day"
any day on which the Stock Exchange is open for the business of trading in securities
– 1 –
DEFINITIONS
“China” or “PRC”
the People’s Republic of China, but for the purpose of this circular and for geographical reference only, “China” and the “PRC” in this circular do not include Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“Company”
Lianlian DigiTech Co., Ltd. (速速数字科技股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2598)
“Directors”
the directors of the Company
“EGM”
the extraordinary general meeting of the Company to be held on Tuesday, December 31, 2024 at 10:00 a.m. at the meeting room of the Company at 12/F, Block A, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC to consider and, if appropriate, to approve the proposed adoption of the First Award and Trust Scheme and relevant authorizations in relation to the First Award and Trust Scheme
“Group”
the Company and its subsidiaries
“H Shareholder(s)”
holders of H Share(s)
“H Shares”
overseas listed foreign shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Main Board of the Stock Exchange
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”
December 13, 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange as amended or supplemented from time to time
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DEFINITIONS
| “Participants” | persons who are selected to participate in the First Award and Trust Scheme |
|---|---|
| “Remuneration Committee” | the remuneration and assessment committee of the Board |
| “RMB” or “Renminbi” | Renminbi, the lawful currency of the PRC |
| “Scheme” or “First Award and Trust Scheme” | the First Award and Trust Scheme proposed to be adopted by the Company |
| “Shareholders” | holders of Share(s) |
| “Shares” | ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, comprising Unlisted Shares and H Shares |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Trust” | the trust constituted or to be constituted by the Trust Deed |
| “Trust Deed” | a trust deed entered or to be entered into between the Company and the Trustee (as restated, supplemented and amended from time to time) in respect of the First Award and Trust Scheme |
| “Trustee” | the trustee (which is independent of and not connected with the Company) appointed or to be appointed by the Company for the administration of the Scheme or any additional or replacement trustee |
| “Unlisted Share(s)” | ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi and are unlisted shares which are currently not listed or traded on any stock exchange |
| “%” | per cent. |
- 3 -
LETTER FROM THE BOARD
LianLian 连连
Lianlian DigiTech Co., Ltd.
連連數字科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2598)
Executive Directors:
Mr. Zhang Zhengyu (章徽宇) (Chairman)
Mr. Xin Jie (辛潔)
Ms. Wei Ping (魏萍)
Mr. Zhu Xiaosong (朱曉松)
Mr. Wang Yu (王愚)
Independent Non-executive Directors:
Mr. Chun Chang
Mr. Wong Chi Kin (黃志堅)
Ms. Lin Lanfen (林蘭芬)
Registered office in the PRC:
B3, 12/F, Building 1
79 Yueda Lane
Binjiang District, Hangzhou
Zhejiang Province
PRC
Principal place of business in the PRC:
B3, 12/F, Building 1
79 Yueda Lane
Binjiang District, Hangzhou
Zhejiang Province
PRC
Principal place of business in Hong Kong:
46/F, Hopewell Centre
183 Queen's Road East
Wan Chai
Hong Kong
December 16, 2024
To Shareholder,
Dear Sir or Madam,
(1) PROPOSED ADOPTION OF THE FIRST AWARD AND TRUST SCHEME;
(2) PROPOSED AUTHORIZATION TO THE BOARD AND/OR ITS
AUTHORIZED PERSONS TO DEAL WITH MATTERS PERTAINING TO
THE FIRST AWARD AND TRUST SCHEME; AND
(3) NOTICE OF THE EGM
I. INTRODUCTION
The purpose of this circular is to provide you with information about, among other things, (i) the proposed adoption of the First Award and Trust Scheme; (ii) the proposed authorization to the Board and/or its authorized persons to deal with matters pertaining to the First Award and Trust Scheme; and (iii) the notice of EGM, in order to allow you to make an informed decision on voting in respect of the resolutions to be proposed at the EGM.
LETTER FROM THE BOARD
II. PROPOSED ADOPTION OF THE FIRST AWARD AND TRUST SCHEME
The Board has proposed to adopt the First Award and Trust Scheme. A special resolution will be proposed at the EGM to consider and approve the proposed adoption of the Scheme in accordance with the requirements of the Articles of Association. The Scheme shall be effective upon the approval of the Scheme by the Shareholders at the EGM.
Purpose of the Scheme
The purpose of the Scheme is to improve the incentive mechanism of the Company, to attract, motivate and retain selected employees of the Company through the grant of the Awards, to further enhance the motivation and creativity of the Participants. The Participants under the Scheme shall be motivated to serve, create value and contribute to the Company in a better and stable long-term manner, promote the sustained growth of the Company's performance, and bring value-added benefits to the Participants while enhancing the value of the Company, so as to realize the mutual development of the Participants and the Company.
Management Agency of the Scheme
The general meeting of the Shareholders as the highest authority of the Company can authorize the Board to handle matters pertaining to the Scheme within the scope of its authority.
In order to implement the Scheme, the general meeting of the Shareholders authorizes the Board and the scheme administrators as authorized by the Board to serve as the management agency of the Scheme (the "Management Agency of the Scheme"), which are responsible for reviewing and approving the implementation, changes and termination of the Scheme, and handling other related matters of the Scheme within the scope as authorized by the general meeting of the Shareholders.
Participants and the basis of determining the eligibility of the Participants
The Participants who may participate in the Scheme shall be the persons who have the right to receive the Award Shares as determined by the Board in accordance with the terms of the Scheme, and the scope of the Participants include: (i) Directors (excluding independent non-executive directors), senior management and key employees of the Company; (ii) key employees of the Company's wholly-owned subsidiaries, holding subsidiaries or associated companies; and (iii) other persons as determined by the Board.
The Participants must meet the following basic qualifications or other conditions as approved by the Board: (i) have signed with the Company a labor contract, confidentiality agreement, non-competition agreement or service contract/consulting service agreement or other agreements as required by the Board; and (ii) other conditions that meet the award criteria established by the Management Agency of the Scheme.
LETTER FROM THE BOARD
Source of the Awards
The Board shall entrust a qualified trust manager to act as the Trustee under the Scheme to establish a trust plan with the objective of implementing equity incentives. The Participants will be granted the Awards and thus indirectly hold the interest of the Company's shares through the Trust. The Awards will be vested upon the fulfilment of certain conditions. The Awards granted to the Participants shall be subject to the terms of the Scheme and the restrictive terms as agreed in the Trust Deed. The Participants shall be entitled to the corresponding rights and interests in accordance with the terms agreed in the Trust Deed.
The Board instructs the Trustee to purchase existing H Shares on the Stock Exchange or off the Stock Exchange from existing Shareholders. Should the Shares be purchased by the Trustee off the Stock Exchange from existing Shareholders, the purchase price must not be higher than the closing price of the Shares as stated in the daily quotations sheets of Stock Exchange on the date of purchase.
Life of the Scheme
Subject to any early termination of the Scheme pursuant to the terms of the Scheme, the Scheme shall be valid and effective for ten (10) years commencing from the Adoption Date (i.e. December 31, 2024 which is the day on which the Scheme is approved by the Shareholders at the EGM). Upon termination or early termination of the Scheme, the Company may not grant any Awards, but the Awards that have been granted will continue to be valid until they become vested or lapsed.
Maximum number of the Scheme
The maximum number of H Shares that the Trustee can acquire and hold from time to time under the Scheme throughout the life of the Scheme shall not exceed 10% of the total number of the issued shares of the Company (excluding treasury shares) as at the Adoption Date (the "Scheme Mandate Limit").
As at the Latest Practicable Date, the total number of the issued shares of the Company (excluding treasury shares) was 1,079,060,000 Shares. Assuming that there is no change in the total number of the issued shares of the Company during the period between the Latest Practicable Date and the Adoption Date, the Scheme Mandate Limit will be 107,906,000 Shares (representing 10% of the total number of the issued shares of the Company (excluding treasury shares) as at the Adoption Date).
Maximum entitlement to each Participant
According to the Scheme, the maximum entitlement of the Awards to be granted to any Participant under the Scheme shall not exceed 1% of the total number of the issued shares of the Company (excluding treasury shares) unless approved by way of special resolution at the general meeting.
LETTER FROM THE BOARD
Date of grant
The date on which the Awards are granted to the Participants is the date when the Company signs and issues the Award Letter to the Participants. The date of grant shall be determined by the Board.
Consideration for the grant of the Scheme
According to the provisions of the Scheme, the incentive consideration (if any) of the Participants shall be determined by the Board and shall be agreed in the Award Letter.
The Participant should use their person lawful remuneration, personal and family property and other self-funded resources in accordance with laws and regulations. The Company will not provide loans or any other form of financial assistance to the Participants, including providing guarantees for their loans.
The Participant shall, in accordance with the Scheme, pay the full amount of purchase price, if any, corresponding to the Awards received by the Participant to the Company or such other entity as the Company may designate by wire transfer prior to satisfy the vesting conditions and instruct the Trustee to sell its Awards in the open market.
Vesting period
The vesting period of the Awards granted to a Participant shall be determined at the sole discretion of the Board in the Award Letter. The vesting period in respect of any Award granted shall be no less than twelve (12) months from and including the date of grant.
Vesting conditions of the Scheme
The Awards granted to a Participant shall be vested to the Participant during the vesting period upon satisfaction of the vesting conditions and the performance targets, if any, set forth in the Scheme. The vesting conditions and the performance targets, if any, shall be determined at the sole discretion of the Board in the Award Letter.
The performance targets, if any, will be determined based on the specific circumstances of the particular Participants. Depending on the circumstances, the performance targets may include, but are not limited to: (i) annual performance of the Group or members of the Group; (ii) achievement of milestones for major projects of the Group; (iii) key performance indicators of the department and/or business unit to which the Participant belongs; and (iv) the Participant's position and the annual performance appraisal results, etc..
At the end of the performance period of the relevant performance target, the Board will evaluate the actual performance of the Participant against the pre-agreed target and determine, at its sole discretion, whether or not the relevant performance target has been achieved.
LETTER FROM THE BOARD
If the Participant fails to fulfil the vesting conditions applicable to the relevant Awards, all the relevant Awards which may otherwise be vesting during the respective vesting period shall not be vested and become immediately lapsed with respect to such Participant. In such case, the Company will give notice about the forfeiture to the Trustee, who will dispose of the relevant forfeited shares within a reasonable time after receipt of the notice of forfeiture, including, but not limited to, by (i) selling the lapsed Shares in the open market at fair market value and adding the proceeds to the Trust pool for further purchases of the Award Shares during the term of the Scheme; or (ii) retaining the forfeited Award Shares in the Trust pool for further grants to other Participants during the life of the Scheme.
After vesting and during the life of the Scheme, the Participants can instruct the Trustee to sell the vested Award Shares in the open market through the Company or the Company's designated ESOP platform or system. The Trustee will use the proceeds from the sale after deducting relevant taxes and other related expenses, and the funds will be transferred to the bank account under the name of the Participants to redeem the corresponding cash returns.
Clawback mechanism
The Scheme has established a clawback mechanism where any of the following events occurs prior to the vesting of the Awards: (i) Participant's resignation for any reasons; (ii) Participant's retirement and loss of working ability; and (iii) Participant's death.
During the life of the Scheme, if the Participant has resigned, the vested Awards shall continue to be enjoyed by the original Participants; the unvested Awards shall become forfeited Awards, and the Participants no longer have rights. The unvested Awards shall be disposed of by the Board or the scheme administrators as authorized by the Board, including but not limit by instructing the Trustee to: (i) sell the lapsed Shares on the open market at the market price and consolidate the proceeds therefrom into the Trust pool, which can be used to further purchase the Awards during the life of the Scheme; or (ii) retain the lapsed Awards in the Trust pool for further grants to other Participants during the life of the Scheme.
During the life of the Scheme, if the Participant has retired, lost working ability or died, the vested Awards shall continue to be enjoyed by the original Participant; the unvested Awards shall either continue to be enjoyed by the Participants or their successors or become forfeited Awards at the discretion of the Board or the scheme administrators as authorized by the Board. If the Awards become forfeited, the disposal method shall be determined at the discretion of the Board or the scheme administrators as authorized by the Board, including but not limit by instructing the Trustee to: (i) sell the lapsed Shares on the open market at the market price and consolidate the proceeds therefrom into the Trust pool, which can be used to further purchase the Awards during the life of the Scheme; or (ii) retain the lapsed Awards in the Trust pool for further grants to other Participants during the life of the Scheme.
In the event of other matters not agreed upon, the disposal of the Awards held by the Participants shall be determined by the Board or the scheme administrators as authorized by the Board.
LETTER FROM THE BOARD
Rights on voting and dividends
Neither the Participants nor the Trustee may exercise any voting rights attached to any Shares held by the Trustee under the Trust Deed.
Subject to the provision of the Scheme, dividends payable on Award Shares corresponding to unvested Award Shares (other than the lapsed Awards) shall belong to the Participants and shall be paid to the Participants at the time of vesting and shall be paid by the Trustee to the account of the Participants; and dividends payable in respect of current Awards for which the vesting conditions have not been satisfied shall be retained by the Trustee and added to the Trust pool to be used for further purchases of the Award Shares, and the Participant shall have no further rights.
Restrictions and limitations
A Grant or any instruction from the Board to the Trustee to acquire or sell H Shares may not be made after a price sensitive event or inside information has occurred or a price sensitive matter or inside information has been the subject of a decision until such price sensitive information or inside information has been published in accordance with the Listing Rules. In particular, during the period preceding the publication of financial results in which the Directors are prohibited from dealing in Shares pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as prescribed by the Listing Rules or any corresponding code or securities dealing restrictions adopted by the Company and up to the date of publication of the relevant financial results, no Grant may be made to the Directors or connected persons, and the Board shall not give any instruction to the Trustee to purchase or sell the H Shares.
Upon the sale or purchase of the Awards by the Participants, such person shall comply with restrictive requirements under relevant laws and regulations, including but not limited to the restrictions on inside information and compliance with the restrictions (if any) in the number of Shares to be sold.
Issuance of Shares and rights of Shares
During the life of the Scheme, if the Company issue H Shares or other securities to the Shareholders for subscription by way of rights issues, options or warrants, the Trustee may with the consent of the trustor, exercise, or take action to underwrite, purchase and/or subscribe for, any rights, options or warrants allocated to the Shares of the Company and held for purposes of implementing the Scheme provided that no additional funds need to be paid for the subscription; otherwise, the Trustee shall not exercise such rights.
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LETTER FROM THE BOARD
Termination of the Scheme
In the event of termination of the Scheme, any ungranted Awards shall lapse and the Award Shares underlying the lapsed Awards shall be sold on the market by the Trustee. The Scheme shall terminate on the earlier of: (i) the expiration of the life of the Scheme; or (ii) the date as determined by the Board or as approved by the Shareholders in general meeting to terminate the Scheme.
III. PROPOSED AUTHORIZATION TO THE BOARD AND/OR ITS AUTHORIZED PERSONS TO DEAL WITH MATTERS PERTAINING TO THE FIRST AWARD AND TRUST SCHEME
A special resolution will be proposed at the EGM to consider and approve the authorization to the Board and/or its authorized persons to deal with matters pertaining to the Scheme, and such authorization, if granted, shall be valid for the Award Period. In order to ensure the successful implementation of the Scheme, the Board proposed that, subject to the approval of the Scheme by the Shareholders at the EGM, the Shareholders shall also grant an authorization to the Board and the Board may further delegate such authorizations to its authorized persons, to deal with matters pertaining to the Scheme, including but not limited to:
(1) to interpret the terms, formulate the specific rules and take necessary measures to implement the Scheme, including but not limited to establish the trust plan, assess the qualifications of the Participants and determine specific Participants, determine grant conditions, vesting conditions and purchase price of the Award Shares;
(2) to determine the selected Participants and the number of Awards to be granted after fulfilling the grant conditions and vesting conditions, and to grant and vest the Awards to the selected Participants and handle all matters necessary for the grant and vesting of the Awards;
(3) to determine the maximum number of the Awards, the date of grant and grant interval of the Awards;
(4) to formulate and adjust in its discretion based on the operation and management need of the Company (if necessary), the specific grant conditions, the vesting schedule, vesting conditions, vesting periods and expiration conditions of the Awards, examine and verify whether the Company and the Participants have satisfied the grant and vesting conditions or expiration conditions of the Awards, and do all matters necessary for the releasing or invalidation of the Participants, including the handling of expired Awards;
(5) to adjust the price of Awards pursuant to the provisions of the Scheme upon conversion of capital reserve into shares, issuance of bonus shares, shares subdivisions, shares consolidation, allotment, or rights issue;
- 10 -
LETTER FROM THE BOARD
(6) to handle the matters in relation to the Awards pursuant to the provisions of the Scheme if special circumstances stated under the Scheme, such as resignation, retirement, loss of working ability or death, etc. occurs to the Participants;
(7) to adjust the Awards waived by the Participants to the reserved portion;
(8) to determine the adjustments, suspension and termination of the Scheme and obtain any approvals from the shareholders' meeting and/or the relevant regulatory authorities necessary for such adjustments as required by law, regulation, or the relevant regulatory authorities;
(9) to complete necessary examination and approval, registration, filing, approval, consent and other procedures (if any) with relevant governments and authorities with respect to the Scheme; to execute, implement, amend and complete the documents submitted to relevant governments, authorities, organizations and individuals; and take all actions as it deems necessary, appropriate or advisable in connection with the Scheme;
(10) to sign, execute, amend and terminate all documents relating to the Scheme, go through all procedures relevant to the Scheme and conduct all such actions as it considers necessary, expedient or desirable to give effect to the Scheme;
(11) to engage Trustee, banker(s), accountant(s), lawyer(s), consultant(s) and other professional institutions for the purpose of the Scheme;
(12) to determine all matters in relation to the Trust Deed and execute the Trust Deed on behalf of the Company;
(13) to determine the selection and change of members of the scheme administrators, and the decision-making and supervision mechanism of the scheme administrators of the Scheme; and
(14) to administer and execute other matters necessary for the implementation of the Scheme.
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LETTER FROM THE BOARD
IV. IMPLICATIONS OF THE LISTING RULES
The Scheme was contemplated and adopted to be funded solely by the existing Shares to be purchased through the Trustee. The Scheme constitutes a share scheme under Chapter 17 of the Listing Rules and shall be subject to the applicable disclosure requirements under Rule 17.12 of the Listing Rules. However, as the Scheme does not involve the issue of new Shares or the grant of any options to new Shares of the Company, it does not constitute a scheme involving the issue of new shares as referred to in Chapter 17 of the Listing Rules. Therefore, the adoption of the Scheme is not subject to Shareholders’ approval pursuant to the Listing Rules. Nonetheless, pursuant to the relevant PRC laws and regulations and in accordance with the Articles of Association, the Scheme and the related matters are subject to the approval of Shareholders at the extraordinary general meeting by way of special resolutions.
Pursuant to the Scheme, the Participants may include the Directors. The proposed grant of the Awards by the Company to the Directors will constitute connected transactions of the Company under Chapter 14A of the Listing Rules and shall, among other things, be subject to approval by independent Shareholders at a general meeting, except as exempted under Rules 14A.73(6) and 14A.95 of the Listing Rules. As the Incentives are granted to the Directors pursuant to their service contracts with the Group and form part of their remuneration packages thereunder, the grant of Incentives to the Directors is exempt from the reporting, announcement and independent Shareholders’ approval requirements under Rules 14A.73(6) and 14A.95 of the Listing Rules.
V. EGM AND PROXY ARRANGEMENT
The proxy form of the EGM is enclosed herewith.
If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. H Shareholders are required to return the proxy form to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong and holders of Unlisted Shares are required to return the proxy form to the Company’s principal place of business in the PRC at B3, 12/F, Building 1, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC by personal delivery or by post not less than 24 hours before the time fixed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.
VI. VOTING BY POLL
According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the EGM will exercise his power under the Articles of Association to demand a poll in relation to the proposed resolution at the EGM.
LETTER FROM THE BOARD
Special resolutions shall be passed by votes representing at least two-thirds of the voting rights held by the Shareholders (including proxies thereof) attending the EGM.
To the best of the Directors' knowledge, information and belief, none of the Shareholders is required to abstain from voting on the resolutions at the EGM.
VII. CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the entitlement of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Friday, December 27, 2024 to Tuesday, December 31, 2024 (both days inclusive), during which period no transfer of Shares will be registered. In order for the H Shareholders to qualify for attending and voting at the EGM, all properly completed share transfer forms together with the relevant H share certificates shall be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, December 24, 2024.
VIII. RESPONSIBILITY STATEMENT
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.
IX. RECOMMENDATIONS
The Directors (including the independent non-executive Directors) consider that the resolutions to be proposed at the EGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM.
By order of the Board
Lianlian DigiTech Co., Ltd.
Zhang Zhengyu
Chairman
NOTICE OF THE EGM
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.
LianLian 连连
Lianlian DigiTech Co., Ltd.
連連數字科技股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2598)
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the "EGM") of Lianlian DigiTech Co., Ltd. (the "Company") will be held at the meeting room of the Company at 12/F, Block A, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC on Tuesday, December 31, 2024 at 10:00 a.m. for the purposes of considering and, if thought fit, approving the following resolutions. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company's circular dated December 16, 2024 (the "Circular").
SPECIAL RESOLUTIONS
- To consider and approve the resolution on proposed adoption of the First Award and Trust Scheme.
- To consider and approve the resolution on proposed authorization to the Board and/or its authorized persons to deal with matters pertaining to the First Award and Trust Scheme.
By order of the Board
Lianlian DigiTech Co., Ltd.
Zhang Zhengyu
Chairman
Hong Kong, December 16, 2024
As at the date of this notice, the Board comprises Mr. Zhang Zhengyu, Mr. Xin Jie, Ms. Wei Ping, Mr. Zhu Xiaosong and Mr. Wang Yu as executive Directors, Mr. Chun Chang, Mr. Wong Chi Kin and Ms. Lin Lanfen as independent non-executive Directors.
- EGM-1 -
NOTICE OF THE EGM
Notes:
-
For further details of resolutions, please refer to the circular of the Company dated December 16, 2024.
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All resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (www.hkexnews.hk) and the Company (www.lianlian.com) in accordance with the Listing Rules.
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All Shareholders are eligible for attending the EGM. Any Shareholder of the Company entitled to attend and vote at the EGM convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the EGM and vote instead of him/her. A proxy need not be a Shareholder. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every Shareholder present in person or by proxy shall be entitled to one vote for each Share held by him/her.
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In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to (i) the Company’s principal place of business in the People’s Republic of China (the “PRC”) at B3, 12/F, Building 1, 79 Yueda Lane, Binjiang District, Hangzhou, Zhejiang Province, PRC (for holders of Unlisted Shares) or (ii) the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders) not less than 24 hours before the time appointed for the EGM. Completion and return of the proxy form will not preclude a Shareholder from attending and voting at the EGM or any adjourned meeting thereof should he/she so wish.
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For the purpose of determining the Shareholders’ eligibility to attend and vote at the EGM (and any adjourned meeting thereof), the register of members of the Company will be closed from Friday, December 27, 2024 to Tuesday, December 31, 2024, both days inclusive, during which period no transfer of the Shares will be registered. In order for the H Shareholders to qualify for attending and voting at the EGM, all properly completed share transfer forms together with the relevant H share certificates shall be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, December 24, 2024.
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The EGM is expected to take no more than half a day. Shareholders who attend the EGM (in person or by proxy) shall bear their own travelling and accommodation expenses.
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Shareholders or their proxies shall provide their identification documents when attending the EGM. In case of a corporate Shareholder, its proxy or other person authorized to attend the meeting with a resolution passed by the board of directors or other decision-making authorities of such corporate Shareholder, should provide a copy of such resolution.
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In case of joint holders, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose seniority will be determined by the order in which the names stand on the register of members of the Company in respect of the joint shareholding.
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