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Shanghai Conant Optical Co., Ltd. Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Shanghai Conant Optical Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent 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 contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.
Shanghai Conant Optical Co., Ltd.
上海康耐特光學科技集團股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2276)
ANNUAL REPORT FOR THE YEAR 2024
REPORT OF THE DIRECTORS FOR THE YEAR 2024
REPORT OF THE SUPERVISORS FOR THE YEAR 2024
ANNUAL FINANCIAL REPORT FOR THE YEAR 2024
RE-APPOINTMENT OF EXTERNAL AUDITOR FOR THE YEAR 2025
DECLARATION OF FINAL DIVIDEND
GENERAL MANDATE TO ISSUE SHARES
GENERAL MANDATE TO REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM of Shanghai Conant Optical Co., Ltd. to be held at the Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, the PRC on Thursday, 12 June 2025 at 10:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for the AGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, and return them to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof for such documents to be valid. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.
28 April 2025
CONTENTS
Pages
DEFINITIONS 1
LETTER FROM THE BOARD
INTRODUCTION 3
ANNUAL REPORT FOR THE YEAR 2024 4
REPORT OF THE DIRECTORS FOR THE YEAR 2024 4
REPORT OF THE SUPERVISORS FOR THE YEAR 2024 4
ANNUAL FINANCIAL REPORT FOR THE YEAR 2024 4
RE-APPOINTMENT OF EXTERNAL AUDITOR FOR THE YEAR 2025 4
DECLARATION OF FINAL DIVIDEND 4
GENERAL MANDATE TO ISSUE SHARES 5
GENERAL MANDATE TO REPURCHASE SHARES 6
ANNUAL GENERAL MEETING 6
VOTING BY WAY OF POLL 7
RECOMMENDATION 7
RESPONSIBILITY STATEMENT 7
APPENDIX I - EXPLANATORY STATEMENT 8
NOTICE OF ANNUAL GENERAL MEETING AGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM"
the annual general meeting of the Company to be held at the Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, the PRC on Thursday, 12 June 2025 at 10:00 a.m. or any adjournment thereof, the notice of which is set out on pages AGM-1 to AGM-5 of this circular
"Articles of Association"
the articles of association of the Company, currently in force
"Board"
the board of Directors of the Company
"Company"
Shanghai Conant Optical Co., Ltd. (上海康耐特光學科技集團股份有限公司), a joint stock company incorporated in the PRC with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 2276)
"CSRC"
China Securities Regulatory Commission
"Director(s)"
director(s) of the Company
"General Mandate to Issue Shares"
a general mandate to be granted to the Board to allot, issue and deal with additional Shares which are not more than 20% of the number of existing issued Shares on the date of the passing of the relevant resolution, details of which are set out in the notice of the AGM
"General Mandate to Repurchase Shares"
a general mandate to be granted to the Board to repurchase Shares not exceeding 10% of the total number of Shares of the Company on the date of passing of the relevant resolution, details of which are set out in the notice of the AGM
"Group"
collectively, the Company and its subsidiaries
"H Share(s)" or "Share(s)"
overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange and subscribed for and traded in HK dollars
- 1 -
- 2 -
DEFINITIONS
"HK$" or "HK dollars" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" or "HK" the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date" 24 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
"PRC" or "China" the People's Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan
"RMB" Renminbi, the lawful currency of the PRC
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Supervisor(s)" the supervisor(s) of our Company, member(s) of the supervisory committee of the Company
"%" per cent
References to time and dates in this circular are to Hong Kong time and dates.
LETTER FROM THE BOARD
Shanghai Conant Optical Co., Ltd.
上海康耐特光學科技集團股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2276)
Executive Directors:
Mr. Fei Zhengxiang
Mr. Zheng Yuhong
Mr. Xia Guoping
Mr. Chen Junhua
Mr. Wang Chuanbao
Ms. Cao Xue
Non-executive Directors:
Ms. Zhao Xiaoyun
Mr. Tian Kehan
Independent Non-executive Directors:
Dr. Xiao Fei
Mr. Chen Yi
Dr. Wu Ying
Mr. Jin Yiting
Registered Office and Head Office:
4th Floor, Building 25, No. 1-42
Lane 83, Hongxiang North Road
Lin-gang Special Area
China (Shanghai) Pilot Free Trade Zone
China
Principal Place of Business in Hong Kong:
Room 1901A, 1902 & 1902A, 19/F
Tower 1, New World Tower
16-18 Queen's Road Central
Hong Kong
28 April 2025
To the Shareholders
Dear Sir or Madam,
ANNUAL REPORT FOR THE YEAR 2024
REPORT OF THE DIRECTORS FOR THE YEAR 2024
REPORT OF THE SUPERVISORS FOR THE YEAR 2024
ANNUAL FINANCIAL REPORT FOR THE YEAR 2024
RE-APPOINTMENT OF EXTERNAL AUDITOR FOR THE YEAR 2025
DECLARATION OF FINAL DIVIDEND
GENERAL MANDATE TO ISSUE SHARES
GENERAL MANDATE TO REPURCHASE SHARES
AND
NOTICE OF ANNUAL GENERAL MEETING
- INTRODUCTION
The purpose of this circular is to provide you with information about, among other matters, (i) the annual report for the year 2024; (ii) the report of the directors for the year 2024; (iii) the report of the supervisors for the year 2024; (iv) the annual financial report for the year 2024; (v) the re-appointment of external auditor for the year 2025; (vi) the declaration of final dividend; (vii) the General Mandate to Issue Shares; and (viii) the General Mandate to Repurchase Shares to allow you to make an informed decision on voting in respect of the resolutions to be proposed at the AGM.
LETTER FROM THE BOARD
2. ANNUAL REPORT FOR THE YEAR 2024
An ordinary resolution will be proposed at the AGM to approve the annual report of the Company for the year ended 31 December 2024 (the “2024 Annual Report”). Please refer to the 2024 Annual Report which was published on both the websites of the Stock Exchange and the Company on 28 April 2025.
3. REPORT OF THE DIRECTORS FOR THE YEAR 2024
An ordinary resolution will be proposed at the AGM to approve the report of the Directors for the year ended 31 December 2024. The full text of the report of the Directors for the year ended 31 December 2024 is set out in the 2024 Annual Report, which was published on both the websites of the Stock Exchange and the Company on 28 April 2025.
4. REPORT OF THE SUPERVISORS FOR THE YEAR 2024
An ordinary resolution will be proposed at the AGM to approve the report of the Supervisors for the year ended 31 December 2024. The full text of the report of the Supervisors for the year ended 31 December 2024 is set out in the 2024 Annual Report, which was published on both the websites of the Stock Exchange and the Company on 28 April 2025.
5. ANNUAL FINANCIAL REPORT FOR THE YEAR 2024
An ordinary resolution will be proposed at the AGM to approve the consolidated financial statements of the Group and the report of the auditor of the Company for the year ended 31 December 2024. The full text of the consolidated financial statements of the Group and the report of the auditor of the Company for the year ended 31 December 2024 is set out in the 2024 Annual Report, which was published on both the websites of the Stock Exchange and the Company on 28 April 2025.
6. RE-APPOINTMENT OF EXTERNAL AUDITOR FOR THE YEAR 2025
An ordinary resolution will be proposed at the AGM to approve the re-appointment of Deloitte Touche Tohmatsu as the Company’s auditor for a term until the conclusion of the next annual general meeting of the Company and the authorization to the Board to determine the auditor’s remuneration.
7. DECLARATION OF FINAL DIVIDEND
The Board recommended the payment of a final dividend of RMB0.16 per Share (tax inclusive) for the year ended 31 December 2024, which is subject to the approval by the Shareholders at the AGM.
The final dividend, if approved by the Shareholders at the AGM, will be paid on or before Monday, 11 August 2025 to the Shareholders whose names appear on the register of members of the Company on Monday, 30 June 2025.
LETTER FROM THE BOARD
The register of members of the Company will be closed from Tuesday, 24 June 2025 to Monday, 30 June 2025 (both days inclusive), during which period no transfer of Shares can be registered. In order to qualify for the payment of final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 23 June 2025.
A relevant ordinary resolution will be proposed at the AGM for Shareholders' consideration and approval.
8. GENERAL MANDATE TO ISSUE SHARES
In order to ensure greater flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue new Shares, pursuant to the Listing Rules, approval is to be sought from the Shareholders for obtaining the General Mandate to Issue Shares to the Board to exercise the powers of the Company to allot, issue and deal with additional Shares which are not more than 20% of the number of the existing issued Shares at the date of the passing of the relevant resolution. As at the Latest Practicable Date, the Company had issued 479,925,000 Shares. Therefore, subject to the passing of the said special resolution and on the basis that no further Shares are issued after the Latest Practicable Date and up to the date of the AGM, a maximum of 95,985,000 Shares (representing 20% of the existing Shares) can be allotted, issued and/or dealt with by the Board pursuant to the general mandate to be granted by the Shareholders.
It is proposed at the AGM to authorize the Board to deal with matters relating to the change in the registered capital of the Company to reflect the number of Shares to be issued by the Company pursuant to this resolution, to make such appropriate and necessary amendments to the provisions of the Articles of Association relating to the shareholding structure and the registered capital (if applicable) after the issuance of Shares as they think fit and necessary, to fulfil relevant approval, registration and filing procedures pursuant to domestic and foreign legal requirements and to take any other action and complete any formality required to effect the issuance of Shares pursuant to this resolution.
The General Mandate to Issue Shares will expire upon the earliest of: (i) the conclusion of the next annual general meeting following the passing of this resolution; (ii) the date of expiration of 12 months from the date of the passing of the relevant resolution at the AGM; or (iii) the date on which the authority is revoked or varied by a special resolution of Shareholders at a general meeting.
As at the Latest Practicable Date, the Directors had no immediate plans to issue any new Shares pursuant to the General Mandate to Issue Shares.
A relevant resolution will be proposed at the AGM for Shareholders' consideration and approval as a special resolution.
LETTER FROM THE BOARD
9. GENERAL MANDATE TO REPURCHASE SHARES
In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any Shares, pursuant to the Listing Rules, approval is to be sought from the Shareholders for obtaining the General Mandate to Repurchase Shares to the Board to exercise the power to repurchase Shares in issue on the Stock Exchange not exceeding 10% of the total number of Shares in issue as at the date of the passing of the relevant resolution. As at the Latest Practicable Date, the Company had issued 479,925,000 Shares. Therefore, subject to the passing of the said special resolution and on the basis that no further Shares are issued after the Latest Practicable date and up to the date of the AGM, a maximum of 47,992,500 Shares (representing 10% of the existing Shares) can be repurchased by the Board pursuant to the general mandate to be granted by the Shareholders.
The General Mandate to Repurchase Shares will expire upon the earliest of: (i) the conclusion of the next annual general meeting following the passing of this resolution; (ii) the date of expiration of 12 months from the date of the passing of the relevant resolution at the AGM; or (iii) the date on which the authority is revoked or varied by a special resolution of Shareholders at a general meeting.
As at the Latest Practicable Date, the Directors had no immediate plans to repurchase any Shares pursuant to the General Mandate to Purchase Shares.
A relevant resolution will be proposed at the AGM for Shareholders' consideration and approval as a special resolution.
10. ANNUAL GENERAL MEETING
A notice convening the AGM to be held at the Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, the PRC on Thursday, 12 June 2025 at 10:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular.
A proxy form to be used at the AGM is also published on the website of the Stock Exchange. Shareholders who intend to appoint a proxy to attend the AGM shall complete, sign and return the proxy form in accordance with the instructions printed thereon.
If you intend to attend the AGM by proxy, you are requested to complete the enclosed form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, and return them to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.
LETTER FROM THE BOARD
The register of members of the Company will be closed from Friday, 6 June 2025 to Thursday, 12 June 2025 (both days inclusive), during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 5 June 2025.
11. VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules and Article 99 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of AGM will be taken by way of poll.
On a poll, every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.
12. RECOMMENDATION
The Directors consider that the resolutions contained in the notice of the AGM are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.
13. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other matters the omission of which would make any statement herein misleading.
Yours faithfully
By Order of the Board
Shanghai Conant Optical Co., Ltd.
上海康耐特光學科技集團股份有限公司
Fei Zhengxiang
Executive Director and Chairman of the Board
APPENDIX I
EXPLANATORY STATEMENT
This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to vote for or against the special resolution to approve the grant of the General Mandate to Repurchase Shares to the Board. Neither the explanatory statement nor the proposed grant of the General Mandate to Repurchase Shares has any unusual features.
LISTING RULES RELATING TO SHARE REPURCHASE
The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarized below. The purpose and arrangement of the Company's share repurchase are not in violation of the requirements of the company law of the PRC (the "Company Law") and the Articles of Association.
REGISTERED CAPITAL
As at the Latest Practicable Date, the registered capital of the Company comprised 479,925,000 Shares with a nominal value of RMB1.00 each. Subject to the passing of the proposed resolution for the grant of the General Mandate to Repurchase Shares and on the basis that no Shares will be allotted and issued or repurchased by the Company on or prior to the date of the Annual General Meeting, the Company will be allowed under the General Mandate to Repurchase Shares to repurchase a maximum of 47,992,500 Shares, being the maximum of 10% of the total Shares as at the date of passing the relevant resolution.
REASONS FOR SHARE REPURCHASE
The Directors believe that the General Mandate to Repurchase Shares is in the interests of the Company and the Shareholders. An exercise of the General Mandate to Repurchase Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.
FUNDING OF SHARE REPURCHASE
In repurchasing its Shares, the Company may only apply funds from the Company's internal resources (which may include surplus funds and retained profits) legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws, rules and regulations of the PRC.
IMPACT OF SHARE REPURCHASE
There might be an adverse impact on the working capital and/or the gearing levels of the Company in the event the proposed General Mandate to Repurchase Shares was to be exercised in full. However, the Directors do not intend to exercise the General Mandate to Repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital and/or gearing levels of the Company, which, in the
APPENDIX I
EXPLANATORY STATEMENT
opinion of the Directors are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing, in the best interests of the Company.
STATUS OF REPURCHASED SHARES
The Listing Rules provide that if the Company purchases any Shares pursuant to the General Mandate to Repurchase Shares, the Company shall either (i) cancel the Shares repurchased and reduce the Company's registered capital by an amount equivalent to the aggregate nominal value of the Shares so canceled, and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time any repurchases of Shares are made. If the Company holds any Shares in treasury, any sale or transfer of Shares in treasury will be made pursuant to the terms of the General Mandate to Issue Shares and in accordance with the Listing Rules and applicable laws and regulations of the PRC. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months up and including the Latest Practicable Date were as follows:
| Month | Highest prices (HK$) | Lowest prices (HK$) |
|---|---|---|
| 2024 | ||
| March | 8.680 | 7.230 |
| April | 8.780 | 7.800 |
| May | 11.280 | 8.680 |
| June | 12.720 | 10.540 |
| July | 12.360 | 11.080 |
| August | 13.540 | 10.700 |
| September | 15.000 | 12.760 |
| October | 15.760 | 13.460 |
| November | 15.560 | 13.880 |
| December | 24.750 | 12.720 |
| 2025 | ||
| January | 28.100 | 22.800 |
| February | 30.000 | 23.000 |
| March | 32.000 | 25.550 |
| April (up to the Latest Practicable Date) | 28.000 | 20.850 |
APPENDIX I
EXPLANATORY STATEMENT
DIRECTORS' UNDERTAKING
The Directors will exercise the power of the Company to make purchases pursuant to the Repurchase General Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.
DISCLOSURE OF INTERESTS
None of the Directors nor, to the best of their knowledge and belief of the Directors having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company in the event the General Mandate to Repurchase is approved by the Shareholders at the Annual General Meeting. As at the Latest Practicable Date, the Company has not been notified by any core connected person (as defined in the Listing Rules) of the Company that he/she/it has a present intention to sell any Shares to the Company, or that he/she/it has undertaken not to sell any of Shares held by him/her/it to the Company in the event that the General Mandate to Repurchase is approved by the Shareholders at the Annual General Meeting.
IMPLICATION UNDER THE TAKEOVERS CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the General Mandate to Repurchase, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following substantial Shareholders held interests in the Shares as follows:
| Name of Shareholder | Capacity nature of interest | Number of Shares held | Approximate percentage of Shareholding as at the Latest Practicable Date | Approximate percentage of shareholding if the General Mandate to Repurchase Shares is exercised in full |
|---|---|---|---|---|
| Director | ||||
| Mr. Fei Zhengxiang | Beneficial owner | 212,740,030 | 44.33% | 49.25% |
| Substantial Shareholders | ||||
| Goertek (HongKong) | ||||
| Co., Limited | Beneficial owner | 96,125,000 | 20.03% | 22.25% |
APPENDIX I
EXPLANATORY STATEMENT
Save as disclosed above, the Directors are not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law as a result of any repurchases to be made under the General Mandate to Repurchase Shares.
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 total number of issued Shares 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.
SECURITIES REPURCHASE MADE BY THE COMPANY
The Group adopted the restricted share unit scheme on 18 December 2023 (the "2023 Share Award Scheme") and the second restricted share unit scheme on 20 January 2025 (the "2025 Share Award Scheme") respectively, which will provide incentive to retain and encourage the selected participants for the continual operation and development of the Group. Details of the 2023 Share Award Scheme and the 2025 Share Award Scheme have been disclosed in the announcements of the Company dated 27 November 2023, 12 December 2024 and 7 January 2025, and the circulars dated 1 December 2023 and 20 December 2024 respectively. From the beginning of 2024 to the Latest Practicable Date, the trustee has repurchased an aggregate of 14,987,000 Shares from the open market of the Stock Exchange and held such shares on trust platforms as incentives under Employee Share Award Scheme.
Save as disclosed above, the Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) during 12 months prior to the Latest Practicable Date up to the Latest Practicable Date.
- 11 -
NOTICE OF ANNUAL GENERAL MEETING
Shanghai Conant Optical Co., Ltd.
上海康耐特光學科技集團股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2276)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "AGM") of Shanghai Conant Optical Co., Ltd. (the "Company") will be held at the Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, the PRC on Thursday, 12 June 2025 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
- To consider and if thought fit, approve the annual report of the Company for the year ended 31 December 2024.
- To consider and if thought fit, approve the report of the board of directors (the "Board") of the Company for the year ended 31 December 2024.
- To consider and if thought fit, approve the report of the supervisory committee of the Company for the year ended 31 December 2024.
- To consider and if thought fit, approve the consolidated financial statements of the Company and its subsidiaries and the report of the auditor of the Company for the year ended 31 December 2024.
- To consider and if thought fit, approve the re-appointment of Deloitte Touche Tohmatsu as the auditor of the Company until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.
- To consider and if thought fit, approve the payment of a final dividend for the year ended 31 December 2024 ("Final Dividend") of RMB0.16 per share of the Company (the "Share(s)") (tax inclusive).
-AGM-1-
NOTICE OF ANNUAL GENERAL MEETING
SPECIAL RESOLUTION
- To consider and if thought fit, approve the proposal to grant the general mandate to issue shares to the Board:
(1) there being granted to the Board general mandate to issue, allot and deal with additional Shares, with the aggregate number of the Shares to be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Board not exceeding 20% of the issued share capital of the Company (excluding any treasury Shares) as at the date of the passing of this resolution;
(2) the Board be authorised to (including but not limited to the following):
(i) increase the registered capital of the Company in accordance with the issue of the Shares aforesaid, and attend to the relevant registration procedures with the relevant authorities in the People's Republic of China (the "PRC") and Hong Kong;
(ii) make appropriate amendments to the relevant provisions in articles of association of the Company (the "Articles of Association") in relation to the registered capital of the Company and any other articles that require corresponding amendments so as to reflect the change in the registered capital and shareholding structure of the Company as a result of the allotment or issue of new shares and to submit the relevant amendments to the Articles of Association to the relevant authorities of the PRC and Hong Kong for approval and record (as the case may be);
(iii) approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares; and
(iv) the Board will only exercise its power under the above mandates in accordance with the Company Law of the PRC, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as may be amended from time to time) and other relevant laws and regulations of Hong Kong and the PRC, and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained.
- AGM-2 -
NOTICE OF ANNUAL GENERAL MEETING
(3) Authorisation period
The period of above general mandate shall not exceed the relevant period and for the purposes of this resolution, "Relevant Period" means the period commences from the date of the passing of this authorisation proposal as the special resolution at the AGM ends at the earliest of:
(i) the conclusion of the next annual general meeting;
(ii) the date of expiration of 12 months from the date of the passing of the relevant resolution at the AGM; or
(iii) the date on which the authority is revoked or varied by a special resolution of shareholders at a general meeting.
- To consider and if thought fit, approve the proposal to grant the general mandate to repurchase shares to the Board:
(1) there being granted to the Board general mandate to repurchase Shares, with the maximum number of the Shares to be repurchased not exceeding 10% of the issued share capital of the Company (excluding any treasury Shares) as at the date of the passing of this resolution;
(2) the Board be authorized to (including but not limited to the following):
(i) determine detailed repurchase plan(s), including but not limited to repurchase price, number of Shares to repurchase, timing of repurchase and period of repurchase, etc.;
(ii) open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas; and
(iii) keep the repurchased Shares as treasury Shares and to deal with the same subject to the provisions of the Articles of Association and the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, or to carry out cancellation procedures for repurchased Shares, reduce registered capital of the Company in order to reflect the amount of Shares repurchased in accordance with the authorization received by the Board under paragraph (i) of this resolution and make corresponding amendments to the Articles of Association as it thought fit and necessary in order to reflect the reduction of the registered capital of the Company and carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (i) of this resolution.
- AGM-3 -
NOTICE OF ANNUAL GENERAL MEETING
(3) Authorisation period
The period of above general mandate shall not exceed the relevant period and for the purposes of this resolution, "Relevant Period" means the period commences from the date of the passing of this authorization proposal as the special resolution at the AGM ends at the earliest of:
(i) the conclusion of the next annual general meeting;
(ii) the date of expiration of 12 months from the date of the passing of the relevant resolution at the AGM; or
(iii) the date of which the authority is revoked or varied by a special resolution of shareholders at a general meeting.
By Order of the Board
Shanghai Conant Optical Co., Ltd.
上海康耐特光學科技集團股份有限公司
Fei Zhengxiang
Executive Director and Chairman of the Board
Hong Kong, 28 April 2025
Notes:
(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A proxy needs not be a shareholder of the Company. With respect to any shareholder who has appointed more than one proxy, such proxies may only exercise their voting rights in a poll.
(ii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
(iii) If you intend to attend the AGM by proxy, you are requested to complete the enclosed form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, and return them to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.
(iv) For the purpose of determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 6 June 2025 to Thursday, 12 June 2025 (both days inclusive), during which period no transfer of Shares can be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 5 June 2025.
- AGM-4 -
NOTICE OF ANNUAL GENERAL MEETING
(v) For the purpose of determining the entitlement of the shareholders to receive Final Dividend, the register of members of the Company will also be closed from Tuesday, 24 June 2025 to Monday, 30 June 2025 (both days inclusive), during which period no share transfers can be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 23 June 2025.
(vi) A shareholder or his/her proxy should produce proof of identity when attending the AGM. Where a shareholder is a legal person, the legal representative of that shareholder or the person authorized by its board of directors or other governing body shall produce a copy of the authorization documents of the board of directors or other governing body of such shareholder appointing such person to attend the meeting.
(vii) Shareholders who attend the AGM shall bear their own travelling and accommodation expenses.
(viii) Shareholders who wish to attend the AGM and exercise their voting rights can be achieved in one of the following ways:
(1) attend the AGM in person and vote at the AGM venue; or
(2) appoint chairman of the AGM or other persons as your proxy to vote on your behalf. Your proxy's authority and instruction will be revoked if you attend and vote in person at the AGM.
(ix) References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this notice, the Board comprises Mr. Fei Zhengxiang, Mr. Zheng Yuhong, Mr. Xia Guoping, Mr. Chen Junhua, Mr. Wang Chuanbao and Ms. Cao Xue as executive Directors; Ms. Zhao Xiaoyun and Mr. Tian Kehan as non-executive Directors; and Dr. Xiao Fei, Mr. Chen Yi, Dr. Wu Ying and Mr. Jin Yiting as independent non-executive Directors.
- AGM-5 -