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Smart Fish Wealthlink Holdings Limited Proxy Solicitation & Information Statement 2025
48979_rns_2025-04-29_fb769840-675e-49d4-833b-64f76d866aeb.pdf
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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Electronics Huada Technology Company Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
CHINA ELECTRONICS HUADA TECHNOLOGY COMPANY LIMITED
中國電子華大科技有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 00085)
PROPOSED GRANT OF GENERAL MANDATES TO BUY BACK AND TO ISSUE SHARES
PROPOSED RE-ELECTION OF DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at Plaza 3, Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 27 June 2025 at 4:00 p.m. is set out on pages 13 to 17 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17th floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting should you so wish and in such event, the form of proxy shall be deemed to be revoked.
30 April 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX - EXPLANATORY STATEMENT ... 9
NOTICE OF AGM ... 13
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 Plaza 3, Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 27 June 2025 at 4:00 p.m.
"AGM Notice"
the notice for convening the AGM as set out on pages 13 to 17 of this circular
"Annual Report"
the annual report of the Company for the year ended 31 December 2024
"Board"
the board of Directors
"Buy-back Mandate"
a general mandate for the Board to exercise the powers of the Company to buy back Shares, details of which are set out in Ordinary Resolution no. 8
"Bye-law(s)"
the bye-law(s) of the Company as amended from time to time
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"CEC"
China Electronics Corporation Limited, a state-owned enterprise established under the laws of the PRC and the ultimate controlling shareholder of the Company
"Company"
China Electronics Huada Technology Company Limited
"Director(s)"
the director(s) of the Company
"Group"
the Company and its subsidiaries
"HKSCC"
Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"
21 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
2
DEFINITIONS
"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"Ordinary Resolution(s)" the ordinary resolution(s) as referred to in the AGM Notice
"PRC" the People's Republic of China
"SFC" the Securities and Futures Commission of Hong Kong
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)" share(s) of HK$0.01 each in the share capital of the Company
"Share Buyback Rules" the relevant rules set out in the Listing Rules to regulate the buyback by companies with primary listing on the Stock Exchange of their own securities
"Share Issue Mandate" a general mandate for the Board to exercise the powers of the Company to allot, issue and deal with additional Shares, details of which are set out in Ordinary Resolution no. 9
"Shareholder(s)" shareholder(s) of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Takeovers Code" The Codes on Takeovers and Mergers and Share Buy-backs published by the SFC, as amended or supplemented from time to time
LETTER FROM THE BOARD
CEC
华大科技
HUADA TECHNOLOGY
CHINA ELECTRONICS HUADA TECHNOLOGY COMPANY LIMITED
中國電子華大科技有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 00085)
Non-executive Directors:
Sun Jie (Chairman)
Fu Dan
Executive Directors:
Chang Feng (Deputy Chairman and Managing Director)
Wang Jian
Independent Non-executive Directors:
Chan Kay Cheung
Qiu Hongsheng
Chow Chan Lum
Huang Yaping
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal place of business
in Hong Kong:
Room 3403, 34th floor
China Resources Building
26 Harbour Road
Wanchai
Hong Kong
30 April 2025
To the Shareholders
Dear Sir or Madam,
PROPOSED GRANT OF GENERAL MANDATES TO BUY BACK AND TO ISSUE SHARES
PROPOSED RE-ELECTION OF DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information regarding certain resolutions proposed to be considered at the AGM and information in connection with the convening of the AGM, and the AGM Notice.
LETTER FROM THE BOARD
BUY-BACK MANDATE AND SHARE ISSUE MANDATE
Ordinary resolutions will be proposed at the AGM to seek the approval of the Shareholders for the granting of the Buy-back Mandate and the Share Issue Mandate.
Buy-back Mandate
At the AGM, an ordinary resolution will be proposed that the Board be granted an unconditional general mandate to buy back Shares on the Stock Exchange, or any other stock exchange on which the Shares may be listed and which is recognised by the SFC and the Stock Exchange for such purpose, of not exceeding 10% of the number of the issued Shares (excluding treasury shares) as at the date of approval of the Buy-back Mandate. Details of the Buy-back Mandate are set out in Ordinary Resolution no. 8 of the AGM Notice.
Under the Listing Rules, if the Company buys back any Shares pursuant to the Buy-back Mandate, the Company may either (i) cancel the Shares bought back and/or (ii) hold such Shares in treasury, subject to market conditions and the Company's capital management needs at the relevant time the buy-back of Shares is 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 Share Issue Mandate in Ordinary Resolution no. 9 as set out in the AGM Notice and in accordance with the Listing Rules and applicable laws and regulations of Bermuda.
As at the Latest Practicable Date, the Company had an aggregate of 2,029,872,000 Shares in issue. Subject to the passing of the ordinary resolution for the Buy-back Mandate and on the assumption that no further Shares are issued or bought back between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 202,987,200 Shares.
An explanatory statement as required under the Share Buyback Rules, giving certain information regarding the Buy-back Mandate, is set out in the appendix to this circular.
Share Issue Mandate
At the AGM, an ordinary resolution will be proposed that the Board be granted an unconditional general mandate to allot, issue and deal with additional Shares of not exceeding 20% of the number of the issued Shares (excluding treasury shares) as at the date of approval of the Share Issue Mandate.
At the AGM, an ordinary resolution will also be proposed for the extension of the Share Issue Mandate by an addition thereto of the number of Shares bought back by the Company under the Buy-back Mandate (if granted).
LETTER FROM THE BOARD
Subject to the passing of the ordinary resolution for the Share Issue Mandate and on the assumption that no further Shares are issued or bought back between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Share Issue Mandate to allot, issue and deal with a maximum of 405,974,400 Shares.
Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in Ordinary Resolutions no. 9 and no. 10 of the AGM Notice, respectively.
The Buy-back Mandate and the Share Issue Mandate shall continue to be in force from the date of passing of the ordinary resolutions for the Buy-back Mandate and the Share Issue Mandate until: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Bermuda Companies Act or any other applicable laws to be held; or (iii) the revocation or variation of the Buy-back Mandate or the Share Issue Mandate (as the case may be) by ordinary resolution(s) of the Shareholders in general meeting, whichever occurs first.
RE-ELECTION OF DIRECTORS
Mr. Sun Jie was appointed as a Director by the Board on 24 September 2024. Mr. Fu Dan was appointed as a Director by the Board on 20 November 2024. Pursuant to Bye-law 86(2), Mr. Sun Jie and Mr. Fu Dan will hold office only until the AGM and, all being eligible, will offer themselves for re-election at the AGM. Pursuant to Bye-law 87, Mr. Chang Feng will retire by rotation at the AGM and, being eligible, will offer himself for re-election at the AGM.
Ordinary resolutions will be proposed at the AGM to seek the approval of the Shareholders for the re-election of Mr. Sun Jie, Mr. Fu Dan and Mr. Chang Feng as Directors.
The biographical and other details of the Directors standing for re-election at the AGM are set out below:
Mr. Sun Jie, aged 58, is the Chairman of the Board and a non-executive Director. Mr. Sun graduated from Anhui University with a Bachelor's degree in Computer Software, and is a leading senior engineer (正高級工程師). Mr. Sun is currently serving as the chief economist of CEC, the ultimate controlling shareholder of the Company, and the chairman of the board of directors of Huada Semiconductor Co., Ltd ("Huada Semiconductor"), a controlling shareholder of the Company. Mr. Sun was a senior engineer of the 38th Research Institute of the Ministry of Electronics Industry, a deputy director of the Electronics Department of the 38th Research Institute of the Ministry of Information Industry, a director of the International Cooperation Department of and an assistant director of the 38th Research Institute of China Electronics Technology Group Corporation, a deputy director of the Marketing Department, a director of the Production and Operation Department, a director of the Operation Management Department and a director of the Industry Planning Department of CEC. Mr. Sun was appointed as a Director in September 2024.
LETTER FROM THE BOARD
Mr. Fu Dan, aged 38, is a non-executive Director. Mr. Fu graduated from East China Normal University and holds a Bachelor's degree in Electronic Information Science and Technology, and is an engineer. Mr. Fu is currently serving as a director of the technology and innovation department of Huada Semiconductor responsible for scientific research management and external technological cooperation, as well as a director of Xiaohua Semiconductor Co., Ltd and China Electronics Smart Card Co., Ltd, both of which are subsidiaries of Huada Semiconductor. Mr. Fu was the project leader of avionics equipment in the research and development department of Shanghai Aviation Electric Co., Ltd and the project manager of machine vision chips in the project management department and head of government relationships of Shanghai Juyou Intelligent Technology Co., Ltd. Mr. Fu was appointed as a Director in November 2024.
Mr. Chang Feng, aged 43, is the Deputy Chairman of the Board and the Managing Director of the Company. Mr. Chang graduated from University of Science and Technology Beijing with a major in Computer Science and Technology, and obtained a Master's degree in Retail Management from NEOMA Business School in France. Mr. Chang is currently serving as the general manager of CEC Huada Electronic Design Co., Ltd ("Huada Electronics"), a director and the general manager of Shanghai Huahong Integrated Circuit Co., Ltd, and the non-executive deputy general manager of Huada Semiconductor. Mr. Chang was a technical support engineer of Oberthur Card Systems (China) Co., Ltd and a technical support engineer of Aien Technology (China) Co., Ltd. Mr. Chang joined Huada Electronics in 2006 and was the marketing manager, sales manager, sales department manager and deputy general manager of Huada Electronics. Mr. Chang was appointed as a Director in September 2021.
None of Mr. Sun Jie, Mr. Fu Dan or Mr. Chang Feng has entered into any service contract with the Company which provides for a specified length of service. Each of Mr. Sun Jie, Mr. Fu Dan and Mr. Chang Feng will be subject to retirement by rotation and re-election under the Bye-laws and the Listing Rules. Mr. Sun Jie will not receive any remuneration from the Group. Mr. Sun Jie will be entitled to a discretionary bonus as determined with reference to his duties and the prevailing market conditions. Mr. Fu Dan will not receive any remuneration from the Group. Mr. Fu Dan will be entitled to a discretionary bonus as determined with reference to his duties and the prevailing market conditions. Mr. Chang Feng will not receive any remuneration from the Company. In Mr. Chang Feng's capacity as the general manager of Huada Electronics, he will receive an annual salary of HK$815,164 and is entitled to a discretionary bonus. The amount of emoluments paid for the year ended 31 December 2024 to each of the Directors standing for re-election at the AGM are set out on page 145 of the Annual Report.
Save as disclosed above, none of Mr. Sun Jie, Mr. Fu Dan or Mr. Chang Feng has any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company. As of the Latest Practicable Date, Mr. Chang Feng was interested in 28,000 Shares (long position) (representing 0.01% of the issued share capital of the Company). Save as disclosed herein, none of Mr. Sun Jie, Mr. Fu Dan or Mr. Chang Feng has any interest in the Shares within the meaning of Part XV of the SFO.
Except as disclosed in the biographical details above, none of Mr. Sun Jie, Mr. Fu Dan or Mr. Chang Feng has held any directorship in any other listed public company in the past three years.
6
LETTER FROM THE BOARD
None of Mr. Sun Jie, Mr. Fu Dan or Mr. Chang Feng has a service contract with the Company or any of its subsidiaries which is not determinable by the employing company within one year without payment of compensation (other than statutory compensation).
Save as disclosed herein, there is no other matter relating to the re-election of Mr. Sun Jie, Mr. Fu Dan or Mr. Chang Feng that needs to be brought to the attention of the Shareholders, nor is there any other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
BOOK CLOSURE PERIOD
Shareholders whose names appear on the register of members of the Company on 27 June 2025 will be entitled to attend and vote at the AGM. The register of members of the Company will be closed from 24 June 2025 to 27 June 2025 (both days inclusive), during which period no transfer of Shares will be registered.
In order to be entitled to attend and vote at the AGM, completed transfer form with relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17th floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on 23 June 2025.
Shareholders whose names appear on the register of members of the Company on 18 July 2025 will be entitled to the dividend. The register of members of the Company will be closed from 16 July 2025 to 18 July 2025 (both days inclusive), during which period no transfer of Shares will be registered.
In order to qualify for the dividend, completed transfer form with relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17th floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on 15 July 2025.
AGM
A notice convening the AGM to be held at Plaza 3, Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 27 June 2025 at 4:00 p.m. is set out on pages 13 to 17 of this circular. Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
A form of proxy for the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17th floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.
LETTER FROM THE BOARD
RECOMMENDATION
The Board considers the above proposals are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
Yours faithfully
For and on behalf of the Board
China Electronics Huada Technology Company Limited
Sun Jie
Chairman
8
APPENDIX
EXPLANATORY STATEMENT
1 LISTING RULES
The Listing Rules permit companies with primary listing on the Stock Exchange to buy back their own shares on the Stock Exchange or any other stock exchange on which their shares may be listed and which is recognised by the SFC and the Stock Exchange for such purpose, subject to certain restrictions. This appendix serves as an explanatory statement, as required by the Share Buyback Rules to be sent to the Shareholders in connection with the proposed grant of the Buy-back Mandate, to provide the requisite information to the Shareholders for their consideration of the Buy-back Mandate.
2 REASONS FOR SHARE BUY-BACKS
The Board believes that it is in the interests of the Company and the Shareholders as a whole for the Board to have a general authority from the Shareholders to enable the Company to buy back Shares in the market when appropriate and beneficial to the Company. Such buy-backs 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. Buy-backs of Shares will only be made when the Board believes that such buy-backs will benefit the Company and the Shareholders as a whole.
The Company may cancel such bought-back Shares and/or hold them as treasury shares, subject to market conditions and the Company's capital management needs at the relevant time of the buy-back of Shares is made.
For any treasury shares deposited with CCASS pending resale on the Stock Exchange, the Company will adopt appropriate measures to ensure that it does not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those treasury share were registered in the Company's own name. These measures may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to HKSCC to vote at general meetings for the treasury shares deposited with CCASS and (ii) in the case of dividends or distributions, the Company will withdraw the treasury shares from CCASS, and either re-register them in its own name or cancel them, in each case before the record date for the dividends or distributions.
3 SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 2,029,872,000 Shares. Subject to the passing of the ordinary resolution for the Buy-back Mandate and on the assumption that no further Shares are issued or bought back between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Buy-back Mandate to buy back a maximum of 202,987,200 Shares, representing not more than 10% of the number of the issued Shares (excluding treasury shares) as at the date of the AGM.
APPENDIX
EXPLANATORY STATEMENT
4 FUNDING OF BUY-BACKS
In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of continuance and the Bye-laws, the Listing Rules and the applicable laws of Bermuda. The Board proposes that buy-backs of Shares under the Buy-back Mandate in these circumstances would be financed by available cash flow or working capital facilities of the Group. The Company may not buy back its own shares 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.
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements of the Group for the year ended 31 December 2024 contained in the Annual Report) in the event that the Buy-back Mandate is exercised in full at any time during the period within which the Buy-back Mandate can be exercised. However, the Board does not intend to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing level of the Company which, in the opinion of the Board, are from time to time appropriate for the Company.
5 SHARE PRICES
The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months immediately preceding the Latest Practicable Date were as follows:
| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 1.44 | 1.22 |
| May | 1.46 | 1.24 |
| June | 1.42 | 1.21 |
| July | 1.32 | 1.06 |
| August | 1.15 | 1.02 |
| September | 1.25 | 0.96 |
| October | 2.09 | 1.19 |
| November | 1.52 | 1.24 |
| December | 1.37 | 1.20 |
| 2025 | | |
| January | 1.34 | 1.14 |
| February | 1.54 | 1.22 |
| March | 1.68 | 1.31 |
| April (up to and including the Latest Practicable Date) | 1.46 | 1.18 |
APPENDIX
EXPLANATORY STATEMENT
6 BOARD'S CONFIRMATION
The Board confirms that it will exercise the Buy-back Mandate in accordance with the memorandum of continuance of the Company and the Bye-laws, the Listing Rules and the applicable laws of Bermuda. Neither the explanatory statement nor the Buy-back Mandate has any unusual features.
7 TAKEOVERS CODE IMPLICATION
If as a result of a buy-back of Shares pursuant to the Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, the register maintained by the Company pursuant to Section 336 of the SFO showed that the following persons (other than the Directors or chief executive of the Company) had notified the Company that they had an interest of 5% or more in the issued share capital of the Company:
| Name of interested party | Capacity | Position | Number of Shares held or attributable | Percentage of shareholding |
|---|---|---|---|---|
| China Electronics Corporation (BVI) Holdings Company Limited (“CEC (BVI)”) | Beneficial owner | Long | 812,500,000 | 40.03% |
| Huada Semiconductor (Note 1) | Beneficial owner and interest of corporation controlled by Huada Semiconductor | Long | 1,206,180,000 | 59.42% |
| CEC (Note 2) | Interest of corporation controlled by CEC | Long | 1,206,180,000 | 59.42% |
Notes:
(1) Huada Semiconductor holds 100% equity interest in CEC (BVI). Pursuant to the SFO, Huada Semiconductor is deemed to be interested in the 812,500,000 Shares held by CEC (BVI).
(2) To the best knowledge of the Directors, China Electronics Limited holds 58.07% equity interest in Huada Semiconductor, and CEC holds 81.66% equity interest in China Electronics Limited. Pursuant to the SFO, CEC is deemed to be interested in the Shares held by Huada Semiconductor.
In the event that the Board exercised in full the power to buy back Shares under the Buy-back Mandate and assuming the present shareholdings remain the same, the interest of CEC and parties acting in concert with it would be increased from 59.42% to 66.02% of the issued share capital of the Company immediately after the exercise in full of the Buy-back Mandate. The Board is not aware of any consequences which may arise under the Takeovers Code if the Buy-back Mandate is exercised in full.
APPENDIX
EXPLANATORY STATEMENT
8 GENERAL
No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, nor has any undertaken not to do so, if the Buy-back Mandate is approved by the Shareholders at the AGM.
None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell Shares to the Company if the Buy-back Mandate is approved by the Shareholders at the AGM.
9 BUY-BACK OF SHARES BY THE COMPANY
The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.
12
NOTICE OF AGM
CEC
华大科技
HUADA TECHNOLOGY
CHINA ELECTRONICS HUADA TECHNOLOGY COMPANY LIMITED
中國電子華大科技有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 00085)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of China Electronics Huada Technology Company Limited (the "Company") will be held at Plaza 3, Basement 3, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 27 June 2025 at 4:00 p.m. for the following purposes:
- to receive and consider the audited consolidated financial statements and the reports of the directors and of the independent auditor for the year ended 31 December 2024;
- to declare a dividend of HK9.0 cents per share for the year ended 31 December 2024;
- to re-elect Mr. Sun Jie as a director of the Company;
- to re-elect Mr. Fu Dan as a director of the Company;
- to re-elect Mr. Chang Feng as a director of the Company;
- to authorise the directors of the Company to fix the directors' remuneration;
- to re-appoint Forvis Mazars CPA Limited as the independent auditor of the Company and to authorise the directors of the Company to fix its remuneration; and
to consider, as special business and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:
- "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), or any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and
NOTICE OF AGM
in accordance with all applicable rules and regulations of the Securities and Futures Commission of Hong Kong and the Stock Exchange or of any other stock exchange, the memorandum of continuance and the bye-laws of the Company, the Companies Act 1981 of Bermuda and all other applicable laws in this regard as amended from time to time, be and is hereby generally and unconditionally approved;
(b) the number of shares of the Company which may be bought back by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of the issued shares of the Company (excluding treasury shares) as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act 1981 of Bermuda or any other applicable laws to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”
14
NOTICE OF AGM
- "THAT:
(a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (including sale or transfer of treasury shares out of treasury) and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers during or after the end of the Relevant Period be and is hereby generally and unconditionally approved;
(b) the number of shares of the Company allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) an issue of shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities which carry rights to subscribe for or are convertible into shares of the Company or (iii) an issue of shares upon the exercise of subscription rights of any options granted under any option scheme or similar arrangement for the time being adopted for the issue of shares or grant of rights to acquire shares of the Company or (iv) an issue of shares pursuant to any scrip dividend or similar arrangement in accordance with the memorandum of continuance and the bye-laws of the Company, shall not exceed the aggregate of:
(aa) 20% of the number of the issued shares of the Company (excluding treasury shares) as at the date of the passing of this resolution; and
(bb) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of shares of the Company bought back by the Company subsequent to the passing of this resolution shall not exceed 10% of the number of the issued shares of the Company (excluding treasury shares) as at the date of the passing of ordinary resolution no. 8 in the notice convening the Meeting,
and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
15
NOTICE OF AGM
(c) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act 1981 of Bermuda or any other applicable laws to be held; or
(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution; and
“Rights Issue” means an offer of shares or issue of options, warrants or other securities giving the rights to subscribe for shares of the Company, open for a period fixed by the directors of the Company to holders of shares of the Company, or any class of securities of the Company, whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company who are entitled to the offer) on a fixed record date in proportion to their holdings of such shares (or, where appropriate, such other securities) as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong which are applicable to the Company).
16
NOTICE OF AGM
- "THAT subject to the ordinary resolutions no. 8 and no. 9 in the notice convening the Meeting being duly passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with additional shares in the Company (including sale or transfer of treasury shares out of treasury) pursuant to ordinary resolution no. 9 in the notice convening the Meeting be and is hereby extended by the addition thereto of the number of shares of the Company bought back by the Company under the authority granted pursuant to ordinary resolution no. 8 in the notice convening the Meeting, provided that such number shall not exceed 10% of the number of the issued shares of the Company (excluding treasury shares) as at the date of the passing of this resolution."
By Order of the Board
China Electronics Huada Technology Company Limited
Ng Kui Kwan
Company Secretary
Hong Kong, 30 April 2025
Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal place of business in Hong Kong:
Room 3403, 34th floor
China Resources Building
26 Harbour Road
Wanchai
Hong Kong
Notes:
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The register of members of the Company will be closed from 24 June 2025 to 27 June 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be entitled to attend and vote at the Meeting, completed transfer form with relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17th floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on 23 June 2025.
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Any shareholder of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote on his behalf. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a shareholder of the Company but must be present in person at the Meeting to represent the shareholder. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
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In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and returned together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17th floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the Meeting or any adjournment thereof should he so wish and in such event, the form of proxy shall be deemed to be revoked.
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In the case of joint registered holders of any shares, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of the joint holding shall alone be entitled to vote in respect thereof.