Perfect Optronics Limited — Proxy Solicitation & Information Statement 2024

Dec 30, 2024

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.

Perfect Optronics Limited

圓美光電有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8311)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "Meeting") of Perfect Optronics Limited (the "Company") will be held at Flat 903, 9/F., New Lee Wah Centre, No. 88 Tokwawan Road, Tokwawan, Kowloon, Hong Kong on Tuesday, 21 January 2025 at 3:00 p.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution as an ordinary resolution of the Company by way of special business:

ORDINARY RESOLUTION

"THAT:

(1) the disposal(s) (the "Disposal(s)") by Skyteam Resources Limited ("Skyteam") from time to time in the open market or through block trade(s) of up to 25,213,220 ordinary shares (the "Approved Sale Shares") in the share capital of Mobvoi Inc. (the "Mobvoi Share(s)"), a company incorporated in the Cayman Islands with limited liability whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 2438) during the period of 12 months from the date of

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passing of this resolution (unless revoked or varied by ordinary resolution(s) of the shareholders in general meeting of the Company) (the “Mandate Period”) be and are hereby approved subject to the following conditions:

(a) if the Disposal is made in the open market, each transaction shall be sold at the market price, and if the Disposal is made through block trade(s), each transaction shall be sold at a price no more than 20% discount to the average closing price of the Mobvoi Shares in the five (5) trading days immediately prior to the date of any definitive agreement;

(b) the selling price per Mobvoi Share to be disposed of by Skyteam as approved under this resolution shall in no event be lower than HK$0.70 (the “Minimum Selling Price”); and

(c) if and when there shall be any alteration to the nominal value of Mobvoi Shares as a result of consolidation, subdivision or reclassification, or any issue of new Mobvoi Shares to Skyteam by way of capitalisation of profits or reserves or by way of a scrip dividend during the Mandate Period, the number of Approved Sale Shares and the Minimum Selling Price shall be adjusted accordingly; and

(2) the directors of the Company (the “Directors”) be and are hereby authorised and empowered to determine, decide, execute and implement with full discretion all matters relating to the Disposal(s) from time to time during the Mandate Period, including but not limited to, the timing of each Disposal, the number of batches of the Disposal(s), the number of Approved Sale Shares to be sold in each Disposal, the manner of each Disposal in the open market or through block trade(s), the target purchaser(s) and the selling price (subject to the parameters set out above) and to do all such acts and things, including but not limited to execution of all documents which the Directors deem necessary, appropriate or desirable to implement and give effect to the Disposal(s) and the transactions contemplated thereunder or in connection with the exercise of the Disposal(s).”

By order of the Board
Perfect Optronics Limited
Kan Man Wai
Acting Chairman

Hong Kong, 31 December 2024

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Notes:

1. The Meeting will be held in form of a physical meeting. Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies (if a member who is the holder of two or more shares of the Company) to attend and vote in his stead. A proxy need not be a member of the Company.

2. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed (i.e. Sunday, 19 January 2025 at 3:00 p.m. (Hong Kong time)) for holding the Meeting or any adjournment thereof.

3. The register of members of the Company will be closed from Thursday, 16 January 2025 to Tuesday, 21 January 2025, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attendance and voting at the Meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 15 January 2025.

4. As at the date of this notice, the board of the Company comprises four executive Directors, namely, Mr. Cheng Wai Tak (suspended), Mr. Liu Ka Wing (suspended), Mr. Tse Ka Wing (suspended) and Mr. Chang Huan Chia; and three independent non-executive Directors, namely, Mr. Kan Man Wai (acting Chairman), Ms. Hsu Wai Man Helen and Mr. Lau Ngai Kee Ricky.

5. If a tropical cyclone warning signal no. 8 or above is hoisted or "extreme conditions" caused by super typhoons or a black rainstorm warning signal is in force at 12:00 noon on Tuesday, 21 January 2025, the Meeting will be adjourned in accordance with the articles of association of the Company and further announcement for details of alternative meeting arrangements will be made. The Meeting will be held as scheduled even when a tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the Meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

6. All times and dates specified herein refer to Hong Kong local times and dates.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 notice 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 notice misleading.

This notice will remain on the GEM website at http://www.hkgem.com on the "Latest Listed Company Announcements" page for at least 7 days from the day of its publication and on the Company's website at http://www.perfect-optronics.com.