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Shenzhen Investment Limited — Proxy Solicitation & Information Statement 2021
May 25, 2021
49330_rns_2021-05-25_bc463fd3-d69f-4da6-8167-ccb55a1222a8.pdf
Proxy Solicitation & Information Statement
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The 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.
China Display Optoelectronics Technology Holdings Limited 華顯光電技術控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 334)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of China Display Optoelectronics Technology Holdings Limited (the “ Company ”) will be held at 8th Floor, Building 22E, Phase Three, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong, on 10 June 2021, Thursday, at 2:00 p.m., for the purposes of considering and, if thought fit, passing the following ordinary resolution (with or without modifications):
ORDINARY RESOLUTION
1. “ THAT
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(a) the Disposal Agreement (as defined in the circular of the Company dated 26 May 2021), the terms and the transactions contemplated thereunder (a copy of the agreement has been produced to the meeting and marked “A” and initialed by the chairman of the meeting for the purposes of identification) be and are hereby approved, confirmed and ratified; and
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(b) any one or more of the Directors be and is hereby authorised to sign and execute such other documents or supplemental agreements or deeds for and on behalf of the Company and to do all such things and take all such actions as he or they may consider necessary, desirable or expedient for the purpose of carrying out or giving effect to or otherwise in connection with the Disposal Agreement or the transactions contemplated thereunder, and to agree with such variation, amendment or waiver as are, in the opinion of the Directors, in the interests of the Company and the shareholders of the Company as a whole, provided that such variation, amendment or waiver shall not be material in nature.”
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2. “ THAT
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(a) the First Deed of Variation (2021) (as defined in the circular of the Company dated 26 May 2021), the terms and the transactions contemplated thereunder (a copy of the agreement has been produced to the meeting and marked “B” and initialed by the chairman of the meeting for the purposes of identification) be and are hereby approved, confirmed and ratified; and
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(b) any one or more of the Directors be and is hereby authorised to sign and execute such other documents or supplemental agreements or deeds for and on behalf of the Company and to do all such things and take all such actions as he or they may consider necessary, desirable or expedient for the purpose of carrying out or giving effect to or otherwise in connection with the First Deed of Variation (2021) or the transactions contemplated thereunder, and to agree with such variation, amendment or waiver as are, in the opinion of the Directors, in the interests of the Company and the shareholders of the Company as a whole, provided that such variation, amendment or waiver shall not be material in nature.”
By order of the Board LIAO Qian Chairman
Hong Kong, 26 May 2021
Notes:
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A member of the Company who is holder of two or more shares, and who is entitled to attend and vote at the SGM, is entitled to appoint more than one proxy to attend and vote on his/her behalf. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member from attending the SGM and voting in person. In such event, his/her form of proxy will be deemed to have been revoked.
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A form of proxy for the SGM is enclosed to the notice of the SGM. In order to be valid, the form of proxy together with the power of attorney, if any, under which it is signed, or a notarially certified copy of such power or authority must be lodged at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the SGM or any adjournment thereof.
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The record date for determining the entitlements of the shareholders of the Company to attend and vote at the SGM is 8 June 2021,Tuesday. In order to qualify for the aforesaid entitlements, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on 8 June 2021, Tuesday.
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Where there are joint registered holders of any share of the Company, any one of such persons may vote at any meeting, either personally by proxy, in respect of such share of the Company as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders, stand on the register in respect of the relevant joint holding.
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If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal or “extreme conditions” as defined under Chapter 1 of the Rules of the Exchange of The Stock Exchange of Hong Kong Limited is/are in force at or at any time after 12:00 noon on the date of the SGM and/or the Hong Kong Observatory and/or the government of Hong Kong (as the case may be) has announced at or before 12:00 noon on the date of the SGM that either of the above mentioned warnings is to be issued within the next two hours, the SGM will be adjourned. The Company will publish an announcement to notify shareholders of the Company of the date, time and place of the adjourned SGM.
The SGM will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force. Shareholders of the Company should decide on their own whether they would attend the SGM under bad weather conditions bearing in mind their own situation.
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In view of the recent development of the coronavirus pandemic caused by coronavirus disease 2019 (COVID-19), and in order to better protect the safety and health of the shareholders of the Company, a series of pandemic precautionary measures will be implemented at the venue of the SGM:–
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(i) compulsory body temperature check will be conducted for every person at the entrance of the venue of SGM. Any person with a body temperature of over 37.5 degree Celsius will not be admitted to the venue; and
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(ii) every person is required to wear facial mask at the venue of the SGM.
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- The Company will not serve refreshment at the SGM to avoid the coming into close contact amongst participants. The Company wishes to remind its shareholders and other participants who will attend the SGM in person to take personal precautions and abide by the requirements of pandemic precaution and control at the venue of the SGM. The Company also advises its shareholders to attend and vote at the SGM by way of non-physical presence. The shareholders of the Company may choose to vote by filling in and submitting the relevant proxy form of the SGM, and appoint the chairman of the SGM as a proxy to vote on relevant resolution(s) as instructed in accordance with the relevant proxy form instead of attending the SGM in person.
As at the date of this notice, the Board comprises Mr. Liao Qian as Chairman and non-executive Director; Mr. Ouyang Hongping, Mr. Wen Xianzhen and Mr. Zhang Feng as executive Directors; and Ms. Hsu Wai Man Helen, Mr. Xu Yan and Mr. Li Yang as independent non-executive Directors.
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