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Minieye Technology Co., Ltd Proxy Solicitation & Information Statement 2025

Feb 19, 2025

50593_rns_2025-02-19_9e3fcc19-e2a6-472c-a4a5-d1c9fcffd416.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

MINIEYE

Minieye Technology Co., Ltd

深圳佑駕創新科技股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2431)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 first extraordinary general meeting of Minieye Technology Co., Ltd (the "Company") will be convened and held at 25th Floor, Tower A, Building 1, Zhongzhou Binhai Commercial Center, No. 9285 Binhe Avenue, Shangsha Community, Sha Tau Street, Futian District, Shenzhen, Guangdong Province, PRC at 9:30 a.m. on Friday, March 7, 2025 (the "EGM") to consider and, if thought fit, approve the following resolutions. Unless otherwise defined herein, capitalized terms used in this notice have the same meanings as those defined in the circular of the Company dated February 19, 2025 (the "Circular").

ORDINARY RESOLUTIONS

  1. To consider and approve the Proposed Re-appointment of Auditor, and to authorize the Board to fix the remuneration of the Auditor.
  2. To consider and approve the application for the proposed conversion of 89,576,892 Unlisted Shares held by the Participating Shareholders to be converted into H Shares as set out in the Circular, and the listing and circulation of such H Shares upon conversion on the Main Board of the Stock Exchange, and to authorize Board and its delegated persons to handle matters relating to the H Share Full Circulation as set out in the Circular.

SPECIAL RESOLUTION

  1. To consider and approve the Proposed Amendments to the Articles of Association.

By order of the Board

Minieye Technology Co., Ltd

Dr. Liu Guoqing

Chairman of the Board, Executive Director

and General Manager

Shenzhen, PRC, February 19, 2025

As at the date of this notice, the Board comprises: (i) Dr. Liu Guoqing, Mr. Yang Guang, Mr. Zhou Xiang and Mr. Wang Qicheng, as executive directors; (ii) Mr. Bi Lei and Ms. Liu Yiran, as non-executive directors; and (iii) Dr. Xiang Yang, Mr. Tan Kaiguo and Dr. Tan Mingkui as independent non-executive directors.


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Notes:

  1. Individual shareholders who wish to attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual shareholders shall produce their effective proof of identity and form of proxy. A corporate shareholder should attend the meeting by its legal representative or proxy appointed by the legal representative. A legal representative who wishes to attend the meeting should produce his/her identity card or other valid documents evidencing his/her capacity as a legal representative. If appointed to attend the meeting, the proxy should produce his/her identity card and an authorisation instrument duly signed by the legal representative of the corporate shareholder.

  2. For the purpose of determining the entitlement of the H Shareholders to attend and vote at the EGM, the register of holders of H Shares will be closed from March 4, 2025 to March 7, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. Shareholders whose names appear on the register of members of the Company on March 3, 2025 will be entitled to attend and vote at the EGM. Holders of H Shares who intend to attend the EGM must deliver their transfer documents together with the relevant share certificates to Tricor Investor Services Limited, the registrar of H Shares.

  3. Any shareholder entitled to attend and vote at the EGM is entitled to appoint one or more person(s) (if the shareholder holds two or more issued Shares, whether (each of) such person is a shareholder of the Company or not, as his/her/its proxy or proxies to attend and vote on his/her/its behalf at the EGM.

The instrument appointing a proxy must be signed by the shareholder or his/her attorney duly authorised in writing. For a corporate shareholder, the proxy instrument must be affixed with the common seal or signed by its director or attorney duly authorised in writing.

If the power of attorney of the proxy is signed by the authorised person of the appointer under a power of attorney or other authorisation document(s) given by the appointer, such power of attorney or other authorisation document(s) shall be notarised and served at the same time as the power of attorney. To be valid, the form of proxy, together with a notarially certified copy of the power of attorney or other authorisation document(s), must be delivered to the H share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, No. 16 Harcourt Road, Hong Kong (for H Shareholders), or the registered office of the Company at 25th Floor, Tower A, Building 1, Zhongzhou Binhai Commercial Center, No. 9285 Binhe Avenue, Shangsha Community, Sha Tau Street, Futian District Shenzhen, PRC (for Unlisted Shareholders) not later than 24 hours before the time designated for the EGM (i.e. not later than 9:30 a.m. on Thursday, March 6, 2025) or any adjournment thereof (as the case may be).

In case of registered joint holders of any Shares, any one of the registered joint holders can vote on such Shares at the EGM in person or by proxy as if he/she is the only holder entitled to vote. If more than one registered joint holders attend the EGM in person or by proxy, only the vote of the person whose name appears first in the register of members of the Company relating to such Shares (in person or by proxy) will be accepted as the sole and exclusive vote of the joint holders.

After the completion and return of the form of proxy and the power of attorney, you can attend and vote in person at the EGM or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.

  1. 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 resolutions to be proposed at the EGM will be voted on by poll. Results of the poll voting will be posted on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.minieye.cc) upon the conclusion of the EGM.

  2. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

  3. Reference to times and dates in this notice are to Hong Kong local times and dates.