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Xi’an Haitian Antenna Technologies Co., Ltd. Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action you should take, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Xi’an Haitian Antenna Technologies Co., Ltd.*, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities.
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.
西安海天天緩科技股份有限公司
XI’AN HAITIAN ANTENNA TECHNOLOGIES CO., LTD.*
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 8227)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ABOLISHMENT OF THE ESTABLISHMENT OF THE SUPERVISORY COMMITTEE; PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS; PROPOSED GENERAL MANDATE TO ISSUE SHARES; AND NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used on this cover, unless the contents require otherwise, shall have the same meanings ascribed to them in the section headed “Definitions” of this circular.
Notice convening the AGM to be held at Conference Room, Level 3, No.25 Shuoshi Road, Hi-tech Industrial Development Zone, Xi’an, Shaanxi Province, the PRC on 27 June 2025 at 2:30 p.m. is set out on pages 62 to 67 of this circular, and the proxy form is enclosed hereto.
Whether or not you are able to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company’s head office at No.25 Shuoshi Road, Hi-tech Industrial Development Zone, Xi’an, Shaanxi Province, the PRC (Post Code: 710119) (for holders of Domestic Shares), or the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares), 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 (as the case may be). Completion and return of the proxy form shall not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.
This circular will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting and be posted on the website of the Company at http://www.xaht.com.
5 June 2025
- For identification purpose only
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and midsized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
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CONTENT
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
APPENDIX - PROPOSED AMENDMENTS TO THE ARTICLES OF
ASSOCIATION AND ABOLISHMENT OF THE
ESTABLISHMENT OF THE SUPERVISORY COMMITTEE ... 16
NOTICE OF ANNUAL GENERAL MEETING ... 62
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DEFINITIONS
In this circular, the following expressions have the following meanings, unless the context otherwise requires:
"AGM"
the annual general meeting of the Company to be held at Conference Room, Level 3, No.25 Shuoshi Road, Hi-tech Industrial Development Zone, Xi'an, Shaanxi Province, the PRC on 27 June 2025 at 2:30 p.m.
"AGM Notice"
the notice for convening the AGM
"Articles of Association"
the articles of association of the Company, as amended, revised or supplemented from time to time
"Board"
the board of Directors
"Company"
Xi'an Haitian Antenna Technologies Co., Ltd.* (西安海天天綫科技股份有限公司), a joint stock limited company incorporated in the PRC and whose H Shares are listed on GEM
"Company Law"
The Company Law of the PRC as enacted by the Standing Committee of the Eighth National People's Congress of the PRC on 29 December 1993 and came into force on 1 July 1994, as amended, supplemented or otherwise modified from time to time
"CSRC"
the China Securities Regulatory Commission
"Director(s)"
director(s) of the Company
"Domestic Share(s)"
the domestic invested shares of nominal value of RMB0.10 each in the share capital of the Company, which are subscribed for in RMB
"GEM"
GEM of the Stock Exchange
"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM
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DEFINITIONS
"General Mandate"
the general and unconditional mandate to be granted to the Board to allot, issue and deal with additional Domestic Shares and/or H Shares representing up to 20% of the aggregate number of the respective Domestic Shares or H Shares in issue as at the date of passing of the relevant resolution at the AGM
"Group"
the Company and its subsidiaries
"H Share(s)"
the overseas listed foreign invested shares of nominal value of RMB0.10 each in the share capital of the Company, which are listed on GEM and subscribed for and traded in HK$
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"
2 June 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein
"PRC"
the People's Republic of China, for the propose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, modified and supplemented from time to time
"Share(s)"
collectively, Domestic Shares and H Shares
"Shareholder(s)"
holders of Domestic Shares and H Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"
has the meaning ascribed to it under the GEM Listing Rules
"Supervisor(s)"
member(s) of the Supervisory Committee
"Supervisory Committee"
the supervisory committee of the Company
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DEFINITIONS
"HK$"
Hong Kong dollar(s), the lawful currency of Hong Kong
"RMB"
Renminbi, the lawful currency of the PRC
"%"
per cent.
If there is any discrepancy or inconsistency between the Chinese names of entities or enterprises established in the PRC and their English translations, the Chinese names shall prevail. The English translation of names in Chinese which are marked with “*” is for identification purpose only.
If there is any discrepancy or inconsistency between Chinese version of the Articles of Association and their English translations, the Chinese version shall prevail.
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LETTER FROM THE BOARD
西安海天天綫科技股份有限公司
XI'AN HAITIAN ANTENNA TECHNOLOGIES CO., LTD.*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 8227)
Executive Directors:
Mr. Xiao Bing (chairman)
Mr. Chen Ji (vice-chairman)
Non-executive Directors:
Mr. Li Wenqi
Mr. Sun Yikuan
Mr. Zuo Hong
Mr. Chen Ren
Independent non-executive Directors:
Professor Shi Ping
Mr. Tu Jijun
Mr. Liu Lidong
Registered office:
No.25 Shuoshi Road
Hi-tech Industrial Development Zone
Xi'an, Shaanxi Province
The PRC
Principal place of business in
Hong Kong:
Room B, 16th Floor
Yam Tze Commercial Building
23 Thomson Road
Wanchai
Hong Kong
5 June 2025
To the Shareholders
Dear Sir or Madam,
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ABOLISHMENT OF THE ESTABLISHMENT OF THE SUPERVISORY COMMITTEE
PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS;
PROPOSED GENERAL MANDATE TO ISSUE SHARES; AND NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
On 5 June 2025, an announcement was made by the Company in respect of (a) the proposed amendments to the Articles of Association and abolishment of the establishment of the Supervisory Committee; and (b) the proposed re-election and appointment of the Directors.
LETTER FROM THE BOARD
The purpose of this circular is to provide you with, among other things, further information regarding the resolutions to be proposed at the AGM for the proposed amendments to the Articles and Association and abolishment of the establishment of the Supervisory Committee; the proposed re-election of the existing Directors who offered for re-election and appointment of the newly nominated Directors to constitute the ninth session of the Board, the proposed service agreements and the proposed remuneration of the Directors of the ninth session of the Board, the proposed grant of the General Mandate, and to give you the notice of the AGM.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ABOLISHMENT OF THE ESTABLISHMENT OF THE SUPERVISORY COMMITTEE
Pursuant to the Company Law of the People's Republic of China with effect from 1 July 2024 and the provision of abolishing the establishment of the supervisory committee in the Notice on Matters Concerning the Alignment of Corporate Governance Supervision Regulations with the Company Law (《關於公司治理監管規定與公司法銜接有關事項的通知》）with effect from 17 December 2024, the Company intends to make amendments to certain clauses of the Articles of Association. The proposed amendments are mainly about the abolishment of the establishment of the Supervisory Committee; the clarification of the functional positioning of the audit committee of the Company; and other corresponding and miscellaneous amendments. Details of the proposed amendments to the Articles of Association are set out in Appendix to this circular.
A special resolution will be proposed in the AGM to seek for passing the amendments to the Articles of Association and the amendments on the abolishment of the establishment of the Supervisory Committee.
Besides, in view of the above new regulatory requirements and in consideration of the upcoming expiry of terms of each supervisor of the Supervisory Committee, the Company intends to, subject to the approval of the amendments to the Articles of Association by Shareholders, abolish the establishment of the Supervisory Committee. If the resolution on the proposed amendments to the Articles of Association and the abolishment of the establishment of the Supervisory Committee is approved by Shareholders, all current supervisors of the Company will then retire.
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LETTER FROM THE BOARD
PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS
Pursuant to the Articles of Association, the Board shall comprise 9 Directors, 2 of whom shall be executive Directors, 4 of whom shall be non-executive Directors and 3 of whom shall be independent non-executive Directors. The term of each session of the Board shall be 3 years. Upon expiry of the term, the Directors shall be eligible for re-election. The Directors, shall be elected by the Shareholders at the general meeting.
The term of the eighth session of the Board will be expired on 27 June 2025. Due to other work commitment and having considered the contributions required to perform duties to the Company, Professor Shi Ping and Mr. Tu Jijun, both being independent non-executive Directors of the Company, will not offer themselves for re-election as the Directors at the AGM. They confirmed that there is no disagreement with the Board and there is no other matter in relation to their retirement other than the information disclosed therein which needs to be brought to the attention of the Shareholders. The Board would like to take this opportunity to express its appreciation for their contributions to the Company during the term of office.
Based on the review by the nomination committee of the Board, the existing Directors who offered for re-election and the newly nominated Directors are recommended for election as the Directors of the ninth session of the Board at the AGM. The term of the ninth session of the Board will be for a term of 3 years which is proposed to commence on 28 June 2025.
The biographical particulars of the Directors proposed to be re-elected and appointed at the AGM are as follows:
Executive Directors
Mr. Xiao Bing (肖兵先生), aged 59, is a son of Professor Xiao Liangyong, the founder of the Company. Mr. Xiao studied in radio technology under the Adult Education College of Xidian University (西安電子科技大學) from 1984 to 1987 and obtained a Master of Business Administration from China Europe International Business School in 2006. He worked in Xi'an General Factory of Oil Instruments (西安石油勘探儀器總廠) from 1987 to 1992, served as the manager of Xi'an Haitian Communications Equipment Factory (西安海天通訊設備廠) from 1992 to 1999 and was the general manager of Xi'an Haitian Communications Equipment Company Limited (西安海天通訊設備有限公司) from 1999 to 2000. Mr. Xiao joined the Group as an assistant to chairman of the Board since 1999, and was appointed as the general manager of the Company and elected as an executive Director since October 2000. Mr. Xiao was the chairman of the Board from August 2004 to November 2007 and from 31 December 2012 to 28 June 2016, was the vice chairman of the Board from 29 June 2016 to 31 December 2018, and has been the chairman of the Board since 1 January 2019.
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LETTER FROM THE BOARD
As at the Latest Practicable Date, 328,363,637 Domestic Shares are held by Xi'an Tian An Corporate Management and Consulting Co., Ltd. (西安天安企業管理諮詢有限公司) (“Tian An Corporate”), which is beneficially owned as to 60% by Mr. Xiao Bing (肖兵先生) and 40% by his spouse Ms. Chen Jing (陳靜女士). 157,468,698 Domestic Shares are held by Xi'an Xiao's Antenna Technologies Co., Ltd. (西安肖氏天綫科技有限公司) (“Xiao Antenna”), which is beneficially owned as to 31% by his father Professor Xiao Liangyong (肖良勇教授) and as to 30% by his spouse Ms. Chen Jing. On 10 August 2023, Professor Xiao Liangyong transferred his 31% share of Xiao Antenna to Ms. Chen Jing. By virtue of the SFO, Mr. Xiao Bing is deemed to be interested in the same 328,363,637 and 157,468,698 Domestic Shares. In the 2nd quarter of 2023, Mr. Xiao Bing transferred his 57,000,000 and 8,000,000 Domestic Shares to Mr. Chen Ren and Ms. Ma Xiuling, respectively.
Mr. Chen Ji (陳繼先生), aged 49, obtained a Bachelor of Economics from Shanghai University of Finance and Economics (上海財經大學) in 1997, a Bachelor of Laws from East China University of Political Science and Law (華東政法學院) in 2005, a Master of Business Administration from Shanghai University of Finance and Economics in 2008 and a Master of Laws from Fudan University (復旦大學) in 2009. Mr. Chen has extensive experiences in finance, internal control and management. Mr. Chen worked for Air China Limited Shanghai Branch Office (中國國際航空股份有限公司上海基地) as the office supervisor from July 1997 to August 2001. Mr. Chen served as a senior manager of finance department and a partner of Xinzhuo (China) Consulting Co., Ltd. (信卓(中國)諮詢有限公司) from December 2003 to January 2006. He joined Shanghai Hui Da Feng Law Firm (上海市滙達豐律師事務所) as a paralegal since February 2006 and became a lawyer and a partner, and was the founder partner of Shanghai Heng Lu Lawyers Alliance (Group) Firm (上海恒律聯盟律師(集團)事務所) in October 2010. Mr. Chen was the vice-chairman of Shanghai Zhongji Investment Holding Co., Ltd. (上海中技投資控股股份有限公司), a company listed on The Shanghai Stock Exchange, for the period from November 2012 to November 2014. Mr. Chen was appointed as a director and elected as the chairman and the chief executive officer of Zhejiang Xinlian Co., Ltd. (浙江信聯股份有限公司) on 2 March 2015 and 3 March 2015 respectively. Mr. Chen served as a director of Cloud Live Technology Group Co., Ltd. (中科雲網科技集團股份有限公司), a company listed on The Shenzhen Stock Exchange, from November 2016 to March 2018, as the vice chairman from June 2017 to March 2018, and has been the chairman and the chief executive since 1 November 2018. Since June 2018, Mr. Chen has served as the chief representative of the Greater China region of the Bilateral Research Institute in the United States. Mr. Chen was an independent non-executive Director from 10 August 2012 to 13 April 2015, was appointed as an executive Director with effect from 13 April 2015, was the chairman of the Board from 29 June 2016 to 31 December 2018, and has been the vice chairman of the Board since 1 January 2019.
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LETTER FROM THE BOARD
As at the Latest Practicable Date, 254,844,804 Domestic Shares are held by Shanghai Gaoxiang Investment Management Co., Ltd. (上海高湘投資管理有限公司) (“Gaoxiang Investment”), which is beneficially owned by Mr. Chen Ji (陳繼先生) and his spouse Ms. Sun Xiangjun (孫湘君女士) in equal share. The Domestic Shares held by Shanghai Hongzhen Ningshang Investment Management Partnership (limited partnership) (上海泓甄寧尚投資管理合夥企業(有限合夥)) (“Shanghai Hongzhen Ningshang”) reduced from 18,500,000 to 18,000,000. In the 2nd quarter of 2023, Shanghai Hongzhen Ningshang transferred its 500,000 Domestic Shares to Mr. Song Xiangyu. Shanghai Hongzhen Ningshang is beneficially owned as to 83.33% by Mr. Chen Ji and 16.67% by Shanghai Hongzhen Investment Management Co., Ltd.* (上海泓甄投資管理有限公司) (“Shanghai Hongzhen Investment”), and Shanghai Hongzhen Investment is beneficially owned as to 60% by Gaoxiang Investment. By virtue of the SFO, Mr. Chen Ji is deemed to be interested in the same 254,844,804 and 18,000,000 Domestic Shares.
Non-executive Directors
Mr. Li Wenqi (李文琦先生), aged 59, graduated from Shaanxi College of Finance and Economics (陝西財經學院, now known as Xi'an Jiaotong University (西安交通大學)). He worked for Shaanxi Silk Import & Export Corporation (陝西省絲綢進出口公司), which is one of the promoters of the Company, as the deputy chief of planning and finance department from October 1987 to April 1994, the manager of planning and finance department from April 1994 to October 1997, an assistant to general manager and the manager of planning and finance department from October 1997 to May 2001. He has served as the chief accountant and the manager of planning and finance department of Shaanxi Kaisei Group Co., Ltd. (陝西開成集團有限責任公司) since May 2001, and the general manager of Shaanxi Kaisei Group Co., Ltd. since September 2015. Mr. Li has joined the Company as a non-executive Director since October 2000.
Mr. Zuo Hong (左宏先生), aged 61, graduated from Xidian University (西安電子科技大學) and obtained the qualification of Senior Engineer in 2005. He was the instructor of Xi'an Armed Police Corps. He took the position of supervisor and chief technical director of the engineering and technology department in Xi'an Huiliaing Electronic Technologies Co., Ltd. (西安慧良電子科技有限公司) in 1995 and 1997 respectively. He was the chairman and the general manager of Xi'an Tianditong Communication Development Co., Ltd. (西安天地通通信發展有限公司) in September 1999. Mr. Zuo was appointed as the general manager of Xi'an Haitian Communication System Engineering Co., Ltd. (西安海天通信系統工程有限公司), a subsidiary of the Company, in July 2006 and as an assistant to the chief executive director of Xi'an Hi-tech Communication Software Co., Ltd.* (西安海泰科通訊軟件有限公司), a subsidiary of the Company, in December 2006. He served as the head of the sales and marketing department of the Company in 2007, was the general manager of the Company from 31 December 2012 to 13 July 2016, and has become the vice general manager of the Company since 13 July 2016. Mr. Zuo was an executive Director for the period from 20 May 2007 to 8 April 2014, and has been appointed as a non-executive Director since 29 June 2016.
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LETTER FROM THE BOARD
Mr. Sun Yikuan (孫義寬先生), aged 54, graduated from Dongbei University of Finance and Economics (東北財經大學) in 2004 majoring in business administration with a bachelor degree. Mr. Sun worked at Xi'an Graphite Products Factory (西安石墨製品廠) from February 1990 to January 1994; Haikou Daxin Urban Credit Cooperative (海口大信城市信用社) as an assistant to manager of capital planning department from January 1994 to September 1997; Hainan Hong Kong and Macau International Trust and Investment Co., Ltd. (海南港澳國際信托投資有限公司) as a senior manager of capital planning department from October 1997 to October 2001; Western Investment Group Industrial Co., Ltd. (西部投資集團實業有限公司) as the deputy manager of capital planning department from October 2001 to February 2003; and the industrial investment fund department of Shaanxi Province Industrial Investment Management Co., Ltd. (陝西省產業投資管理有限公司) from February 2003 to April 2006. Mr. Sun joined Xi'an International Medical Investment Co., Ltd. (西安國際醫學投資股份有限公司), which is one of the promoters of the Company, in April 2006, and successively served as a project manager of the investment planning department, a supervisor and an executive officer of Kaiyuan Mall Baozhen Co., Ltd. (開元商城實鵝有限公司), a supervisor of Xi'an International Medical Centre Co., Ltd. (西安國際醫學中心有限公司), a director of Shangluo International Medical Centre Hospital Co., Ltd. (商洛國際醫學中心醫院有限公司), and an assistant to the president of Xi'an International Medical Investment Co., Ltd. until May 2018. From May 2018 to May 2021, Mr. Sun served as the chairman of the labour union, an assistant to the president and a supervisor of Xi'an International Medical Investment Co., Ltd. Mr. Sun has become the vice-president of Xi'an International Medical Investment Co., Ltd. since May 2021. Mr. Sun joined the Company as a non-executive Director with effect from 29 June 2022.
Mr. Chen Ren (陳仁), aged 58, graduated from University of Electronic Science and Technology (formerly known as: Chengdu Institute of Telecommunications Engineering), majoring in electronic engineering. Mr. Chen is currently the chairman of Chengdu Datu Zhitong Technology Co., Ltd. (成都達拓智通科技有限公司) and the chairman and general manager of Chengdu Wuji Hexin Intelligent System Co., Ltd. (成都悟己和信智能系統有限公司). Mr. Chen has previously served as managing director of Sichuan Fengguo Network Technology Co., Ltd. (四川鋒果網絡科技有限公司); deputy general manager of Sichuan Chuangli Information Technology Co., Ltd. (四川創力信息技術有限公司); chairman and general manager of Chengdu Zhongyan Technology Co., Ltd. (成都眾森科技有限公司); deputy general manager of Guangzhou Bangxun Technology Co., Ltd. (廣州邦訊技術有限公司); chairman and general manager of Shenzhen Xiantaike Technology Co., Ltd. (深圳先泰科科技有限公司); deputy general manager of Shenzhen Shekou Jinnuo Technology Co., Ltd. (深圳蛇口金諾科技有限公司); head of the manufacturing department, head of the planning department and the assistant to the general manager of Shekou Taifeng Electronics Co., Ltd. (蛇口泰豐電子有限公司), manufacturing engineer and quality management engineer of Weili Electronics Company (偉力電子公司) and Yada Electronics Company (雅達電子公司); and a teaching assistant in the Department of Radar and Department of Electronic Engineering at University of Electronic Science and Technology of China (電子科技大學). Mr. Chen has joined the Company as a non-executive Director since 3 April 2023.
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LETTER FROM THE BOARD
Independent non-executive Directors
Mr. Liu Lidong (劉立東先生), aged 54, graduated from Beijing College of Posts and Telecommunications (北京郵電學院), now known as Beijing University of Posts and Telecommunications (北京郵電大學), with bachelor degree in computer communication in July 1992, and obtained a master degree in business administration from Tsinghua University in July 2006. Mr. Liu served as an engineer, supervisor, manager and department head of Guangdong Mobile Communications Co., Ltd. Shenzhen Branch (廣東移動通信有限責任公司深圳分公司) successively from 1992 to 2006; served as the general manager of Guangdong Mobile Communications Co., Ltd. Meizhou Branch (廣東移動通信有限責任公司梅州分公司) from 2006 to 2007; served as the regional general manager and integrated department general manager of CMPark Co., Ltd. (中國移動辛姆巴科有限公司) successively from 2007 to 2009; and served as the executive of Yinsheng Electronic Payment Technologies Co., Ltd (銀盛電子支付科技有限公司) from 2009 to 2011. Mr. Liu has served as an executive director in Shenzhen Yangyi Technologies Co., Ltd. (深圳市揚易科技有限公司) since 2011, and has served as the chairman and director of Guangzhou Liuhe Information Technologies Co., Ltd. (廣州六合信息科技股份有限公司) since 2016. Mr. Liu was appointed as an independent non-executive Director of the Company with effect from 10 May 2021.
Ms. Wang Qian (王倩女士), aged 37, graduated with a diploma in accounting from Shandong Agricultural Management Cadre College in June 2009, obtained a bachelor's degree from Xi'an Jiaotong University in January 2013, obtained the qualification of intermediate accountant in September 2017, and obtained the certificate of tax accountant in November 2024; worked in the Finance Department of Xi'an Company of Yuanda Group, from July 2013 to March 2018, worked in the Finance Department of Xi'an Yinji Industrial Co., Ltd., from April 2018 to June 2024, worked in the Finance Department of Xi'an Company of Sunac China Northwest Region, and from July 2024 to January 2025, worked in Construction Engineering Co., Ltd.
Mr. Zhang Yi (張毅先生), aged 56, graduated from the Accounting Department of Shaanxi Higher Finance College with a bachelor's degree in accounting in July 1992 and obtained his accountant qualification (intermediate) in November 1998. From August 1992 to January 1996, Mr. Zhang worked in the finance department of Xi'an Tangcheng Group Co., Ltd. From January 1996 to January 2003, he worked as a consultant in the finance department of Xi'an Kaiyuan Mall Shopping Center. From January 2003 to March 2010, he worked in the finance department of our company as a leader. Since March 2010, Mr. Zhang has worked in the Finance Department of Shaanxi Feilong Furniture and Decoration Co., Ltd. From August 2015 to June 2022, Mr. Zhang served as a supervisor of the Company.
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LETTER FROM THE BOARD
The Board has assessed the above proposed independent non-executive Directors individually, regarding their contributions to the Company during the term of office, independence, biographical particulars including but not limit to gender, age, cultural and educational background, experience (professional or otherwise), skills and knowledge, and roles in the Board diversity.
The Company is of the view that the above proposed independent non-executive Directors meet the independence requirements of the GEM Listing Rules, while Ms. Wang Qian has the appropriate professional qualifications and accounting or related financial management expertise to be the Chairman of the Audit Committee of the Company as required by the GEM Listing Rules. In addition, professional qualifications, job history and work experience of Mr. Liu, Ms. Wang and Mr. Zhang are beneficial to the operations and governance of the Company and have significant contribution to the Board diversity.
Save as disclosed herein, to the best of the Directors' knowledge, information and belief having made reasonable enquiry, as at the Latest Practicable Date, the above proposed Directors (i) had no relationship with any Directors and senior management or substantial shareholders or controlling shareholders of the Company; (ii) had no interest in the Shares within the meaning of Part XV of the SFO; and (iii) did not hold any position with the Group and did not have any other directorship held in listed public companies in the last 3 years.
Save as disclosed herein, the Company considers that in relation to the re-election and appointment of the above proposed Directors, there is no information which is discloseable pursuant to any of the requirements under Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
PROPOSED SERVICE AGREEMENTS AND REMUNERATION OF DIRECTORS
The Company proposes to enter into service agreements with the Directors of the ninth session of the Board, for a term of 3 years commencing from 28 June 2025 to 27 June 2028, with the terms and conditions which it, in its absolute discretion, may deem appropriate, and to do all such acts and things which it, in its absolute discretion, may deem necessary or desirable in connection with the re-election and appointment of the Directors of the ninth session of the Board.
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LETTER FROM THE BOARD
The proposed remuneration of the Directors of the ninth session of the Board is to be determined on the basis of the prevailing market rate and experience for its election. Pursuant to the proposed service agreements of the Directors of the ninth session of the Board, they are entitled to receive annual remuneration as follows:
Executive Directors
Mr. Xiao Bing (肖兵先生) RMB96,000
Mr. Chen Ji (陳繼先生) RMB60,000
Non-executive Directors
Mr. Li Wenqi (李文琦先生) RMB12,000
Mr. Zuo Hong (左宏先生) RMB12,000
Mr. Sun Yikuan (孫義寬先生) RMB12,000
Mr. Chen Ren (陳仁先生) RMB12,000
Independent non-executive Directors
Mr. Liu Lidong (劉立東先生) RMB12,000
Ms. Wang Qian (王倩女士) RMB12,000
Mr. Zhang Yi (張毅先生) RMB12,000
PROPOSED GENERAL MANDATE TO ISSUE SHARES
A special resolution will be proposed by the Company to obtain the Shareholders' approval for the grant of the General Mandate to the Board to allot, issue and deal with additional Domestic Shares and/or H Shares representing up to 20% of the aggregate number of the respective Domestic Shares or H Shares in issue as at the date of passing of the relevant resolution at the AGM. Any exercise of the power by the Board under the General Mandate shall comply with the relevant requirements of the GEM Listing Rules, the Articles of Association and the applicable laws and regulations of the PRC. The Board believes that it is in the best interests of the Company and the Shareholders to grant the General Mandate so as to give the Board the flexibility to issue further Domestic Shares and H Shares.
Based on 1,251,864,294 Domestic Shares and 645,764,706 H Shares in issue as at the Latest Practicable Date and assuming there is no change to the aggregate number of issued Domestic Shares and H Shares prior to the date of the AGM, the Board will be authorised to allot, issue and deal with up to a total of 250,372,858 Domestic Shares and 129,152,941 H Shares if the General Mandate is granted at the AGM.
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LETTER FROM THE BOARD
The General Mandate shall be effective from the date of passing of the relevant resolution until whichever is the earliest of:
1) the conclusion of the next annual general meeting of the Company;
2) the expiration of the 12-month period from the date of passing of the relevant resolution; or
3) the date on which the authority granted by the relevant resolution is revoked or varied by a special resolution of the Shareholders at any general meeting of the Company.
THE AGM
Resolutions will be proposed at the AGM for the purpose of considering and, if thought fit, approving, among other things, the proposed amendments to the Articles and Association, the proposed re-election of the existing Directors who offered for re-election and appointment of the newly nominated Directors to constitute the ninth session of the Board and the proposed grant of the General Mandate, and authorising the Board to enter into the service agreements with and fix the remuneration of the Directors of the ninth session of the Board.
- 13 -
LETTER FROM THE BOARD
To the best of knowledge, information and belief of the Directors, as at the Latest Practicable Date, no Shareholder had any material interest in the proposed resolutions, and none of the Shareholders is required to abstain from voting in respect of the resolutions proposed at the AGM.
The notice convening the AGM to be held at Conference Room, Level 3, No.25 Shuoshi Road, Hi-tech Industrial Development Zone, Xi'an, Shaanxi Province, the PRC on 27 June 2025 at 2:30 p.m. is set out on pages 62 to 67 of this circular, and the proxy form is enclosed hereto. Whether or not you are able to attend the AGM, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's head office at No.25 Shuoshi Road, Hi-tech Industrial Development Zone, Xi'an, Shaanxi Province, the PRC (Post Code: 710119) (for holders of Domestic Shares), or the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), 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 (as the case may be). Completion and return of the proxy form shall not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.
An announcement of the poll results of the AGM will be published on the websites of the Stock Exchange and the Company after the AGM.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company shall be closed from 24 June 2025 to 27 June 2025 (both days inclusive), during which period no transfer of Shares can be registered. Holders of the Shares whose names appear on the register of members of the Company on 24 June 2025 shall be entitled to attend and vote at the AGM. In order to qualify to attend and vote at the AGM, all instruments of transfer must be delivered to the Company's head office at No.25 Shuoshi Road, Hi-tech Industrial Development Zone, Xi'an, Shaanxi Province, the PRC (Post Code: 710119) (for holders of Domestic Shares), or the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712 - 1716, 17 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), no later than 4:30 p.m. on 23 June 2025.
- 14 -
LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules 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 circular 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 circular misleading.
This circular has been prepared in both English and Chinese. In the case of any discrepancy or inconsistency, except for the English translation of Chinese names of entities or enterprises established in the PRC and Chinese version of the Articles of Association, the English version shall prevail.
RECOMMENDATIONS
The Board considers that the resolutions set out in the notice of the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions as set out in the notice of the AGM.
Yours faithfully,
By order of the Board
Xi'an Haitian Antenna Technologies Co., Ltd.*
Xiao Bing
Chairman
-
for identification purpose only
-
15 -
APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The proposed amendments to the Articles of Association are as follows:
| Before Amendments | |
|---|---|
| Chapter 13 (pg. i) | Supervisory Committee |
| Chapter 14 (pg. i) | Qualifications and Obligations of Directors, Supervisors, General Manager and Other Senior Management Officers of the Company |
| Article 9 | These Articles of Association are binding on the Company and its shareholders, directors, supervisors, general manager and other senior management officers; all of whom are entitled to claim rights concerning the affairs of the Company in accordance with these Articles. |
These Articles of Association are actionable by a shareholder against the Company and vice versa, by shareholders against each other, by a shareholder against the directors, supervisors, general manager and other senior management officers of the Company.
The aforesaid proceedings include lodging a lawsuit in a court or applying for an arbitration in an arbitration institution.
(Article 7 of the Mandatory Provisions) |
| Article 30 | The Company shall ensure that all of its overseas listed foreign shares listed in Hong Kong include the statements stipulated below and must instruct and cause its share registrar to refuse the registration by any person as a holder of the subscription, purchase or transfer of any of its shares unless and until such person delivers to such share registrar a signed form in respect of such shares bearing statements to the following effect:
(1) the acquirer agrees with the Company and each shareholder of the Company, and the Company also agrees with each shareholder, to observe and comply with the Company Law and other relevant laws, administrative regulations and these Articles of Association; |
APPENDIX
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| (2) the acquirer agrees with the Company, each shareholder, director, supervisor and management officer of the Company and the Company on behalf of itself and of each director, supervisor and management officer agrees with each shareholder to refer all disputes and claims arising from these Articles of Association or any rights or obligations incident with or regulated by the Company Law and other relevant laws and administrative regulations to arbitration in accordance with these Articles of Association. Any reference to arbitration shall be deemed to authorize the arbitration to conduct the hearing in open session and to publish the award; (3) the acquirer agrees with the Company and each shareholder of the Company that the shares of the Company are freely transferable by the holder(s); (4) the acquirer authorizes the Company on his behalf to enter into a contract with each director and management officer of the Company and such directors and management officers shall undertake to observe and comply with their obligations to shareholders stipulated in these Articles of Association. | |
|---|---|
| Article 57 | The ordinary shareholders of the Company shall enjoy the following rights: (1) The right of dividends and other distributions in proportion to the number of shares held; (2) The right to attend or appoint a proxy to attend shareholders’ meetings and to vote thereat; (3) The right of supervisory management over the Company’s business operations, and the right to present proposals or enquiries; (4) The right to transfer his shares in accordance with laws, administrative regulations and these Articles of Association; (5) The right to obtain relevant information in accordance with the provisions of these Articles of Association, including: 1. the right to obtain a copy of the Articles of Association, subject to payment of a fee; |
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APPENDIX
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| 2. the right to inspect and copy, subject to payment of a reasonable fee: (1) all parts of the register of shareholders; (2) personal particulars of each of the directors, supervisors, general manager and other senior management officer of the Company, including: (a) present and former name and alias; (b) principal address (residence); (c) nationality; (d) primary and all other part-time occupations and duties; (e) identification documents and their relevant numbers; (3) the state of the Company's share capital; (4) in case of the company repurchased its own shares, a report for the total face value, quantities, the highest price and lowest price of shares repurchased of each category, and the full cost paid by the company since the previous fiscal year; (5) minutes of the general meeting; (6) In the event of the termination or liquidation of the Company, the right to participate in the distribution of surplus property of the Company in accordance with the proportion of shares held; (7) Other rights conferred by laws, administrative regulations and these Articles of Association. The exercise of the above power shall not be frozen or otherwise impaired by reason only that the person or persons who are interested directly or indirectly in the shares have failed to disclose their interests to the Company. (Article 45 of the Mandatory Provisions) | |
|---|---|
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article 59 | In addition to the obligations imposed by laws, administrative regulations or required by the listing rules of the stock exchange on which shares of the Company are listed, a controlling shareholder shall not exercise his voting rights in respect of the following matters in a manner prejudicial to the interests of all or part of the shareholders of the Company: (1) to relieve a director, supervisor of his duty to act honestly in the best interests of the Company; (2) to approve the expropriation by a director, supervisor (for his own or others’ benefit), in any guise, of the Company’s assets, including but not limited to opportunities beneficial to the Company; (3) to approve the expropriation by a director, supervisor (for his own or others’ benefit) of the individual rights of other shareholders, including but not limited to rights to distributions and voting rights save pursuant to a restructuring submitted to general meeting for approval in accordance with these Articles of Association. (Article 47 of the Mandatory Provisions) |
|---|---|
| Article 62 | The general meeting shall exercise the following functions and powers: (1) To decide on the Company’s operational policies and investment plans; (2) To elect and replace the directors and decide on matters relating to the remuneration of directors; (3) To elect and replace the supervisors who are representatives of shareholders, and to decide on matters relating to the remuneration of supervisors; (4) To examine and approve reports of the Board; (5) To examine and approve reports of the supervisory committee; (6) To examine and approve the Company’s proposed annual financial budget and final accounts; |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| (7) To examine and approve the Company’s proposals for profit distribution and for recovery of losses; (8) To decide on increase or reduction in the Company’s registered capital; (9) To decide on matters such as merger, demerger, dissolution and liquidation of the Company; (10) To decide on the issue of bonds by the Company; (11) To decide on the appointment, dismissal and non-reappointment of the accounting firm; (12) To amend the Articles of Association; (13) To consider motions raised by shareholders who represent 5% (including 5%) or more of the total shares of the Company carrying voting rights; (14) To decide on other matters which require resolutions of the general meetings according to the relevant laws, administrative regulations and these Articles. (Article 50 of the Mandatory Provisions) | |
|---|---|
| Article 63 | The Company shall not, without the prior approval of the general meeting, enter into any contract with any person other than a director, supervisor, general manager, deputy general manager or other senior management officer whereby the management of the whole or any substantial part of the business of the Company is to be handed over to such person. (Article 51 of the Mandatory Provisions) |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article 64 | General meetings are divided into annual general meetings and extraordinary general meetings. General meetings shall be convened by the board. Annual general meetings are held once every year and within six months from the end of the preceding financial year.
Under any of the following circumstances, the board shall convene an extraordinary general meeting within two months:
(1) The number of directors is less than that is required by the Company Law or two-third of the number of directors specified in the Articles of Association;
(2) The accrued losses of the Company amount to one-third of the total amount of its share capital;
(3) Shareholder(s) holding 10% (including 10%) or more of the Company’s issued and outstanding shares carrying voting rights request(s) in writing the convening of an extraordinary general meeting;
(4) It is deemed necessary by the board or proposed by the supervisory committee to convene an extraordinary general meeting;
(5) More than two independent non-executive directors propose to convene the meeting.
(Article 52 of the Mandatory Provisions) |
| --- | --- |
| Article 68 | A notice of meeting of shareholders shall:
(1) be in writing;
(2) specify the place, the date and time of the meeting;
(3) state the matters to be considered at the meeting; |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| (4) provide such information and explanation as are necessary for the shareholders to make an informed decision on the proposals put before them. Without limiting the generality of the foregoing, where a proposal is made to amalgamate the Company with another, to repurchase shares, to reorganise the share capital, or to restructure the Company in any other way, the terms of the proposed transaction must be provided in detail together with copies of the proposed agreement, if any, and the cause and effect of such proposal must be properly explained; (5) contain a disclosure of the nature and extent of any material interests of any director, supervisor, general manager and other senior management officer in the proposed transaction and the effect of the proposed transaction on them in their capacity as shareholders in so far as it is different from the effect on the interests of the shareholders of the same class; (6) contain the full text of any special resolution to be proposed at the meeting; (7) contain a conspicuous statement that a shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and vote at the meeting on his behalf and that a proxy need not be a shareholder; (8) specify the time and place for lodging proxy forms for the relevant meeting. (Article 56 of the Mandatory Provisions) | |
|---|---|
| Article 83 | The following matters shall be resolved by an ordinary resolution at the general meeting: (1) Work reports of the board and the supervisory committee; (2) Plans formulated by the board for distribution of profits and for recovery of losses; (3) Appointment and removal of the members of the board and of the supervisory committee, their remuneration and method of payment; |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| | (4) Annual financial budget and final reports, balance sheets, profit and loss statements and other financial statements of the Company;
(5) Matters other than those specified by laws, administrative regulations or these Articles of Association to be resolved by special resolutions.
(Article 70 of the Mandatory Provisions) |
| --- | --- |
| Article 123 | The Company shall have a supervisory committee. Its responsibilities are to exercise supervision over the board and its members and senior management officers including general manager, deputy general manager and financial controller.
(Article 103 of the Mandatory Provisions) |
| Article 124 | The supervisory committee shall comprise of 3 supervisors, with a term of office of 3 years and be eligible for re-election.
The supervisory committee shall have one chairman. The appointment and removal of the chairman of the supervisory committee shall be approved by two-third (including two-third) or above of the members of supervisory committee. The chairman of the supervisory committee shall have a term of office of 3 years and be eligible for re-election.
(Article 104 of the Mandatory Provisions) |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article 125 | The members of the supervisory committee shall consist of 1 shareholder representative supervisor, 1 independent supervisor and 1 representative of staff and workers of the Company. The shareholder representative supervisor and independent supervisor shall be elected and removed at the general meeting, and the representative of staff and workers shall be democratically elected and removed by staff and workers.
The supervisory committee shall have more than one-half of their members as external members (those members not holding office in the Company). The external members shall consist of 1 independent supervisor (this supervisor who is independent from the shareholders and not holding office in the Company). The external supervisors shall have the right to report to the general meeting of the honesty, diligence and performance of the management officers of the Company.
(Article 105 of the Mandatory Provisions) |
| --- | --- |
| Article 126 | Directors, general manager, deputy general manager, financial controller and other senior management officers of the Company shall not act concurrently as supervisors.
(Article 106 of the Mandatory Provisions) |
| Article 127 | The supervisory committee shall hold meetings at least twice every year and shall be convened by the chairman of the supervisory committee.
(Article 107 of the Mandatory Provisions) |
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APPENDIX
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| Article 128 | The supervisory committee is accountable to general meeting and shall exercise the following functions and powers in accordance with laws: (1) to examine the Company’s financial affairs; (2) to supervise the directors, general manager and other senior management officers of the Company to see whether they violate any laws, administrative regulations or these Articles of Association in performing their duties; (3) when the directors, general manager and other senior management officers are performing acts which are harmful to the Company, to require the aforesaid persons to rectify their acts; (4) to verify financial information including financial reports, business reports, profit distribution plans proposed to be tabled at a general meeting by the board and appoint, in the name of the Company, a registered accountant or practicing auditor to assist in reviewing such information should any queries arise; (5) to propose to convene an extraordinary general meetings; (6) to represent the Company in negotiating with any directors or lodge a lawsuit against any director; (7) other functions and powers as stipulated in these Articles of Association. The supervisory committee may opine on the appointment of the accounting firm appointed by the Company, and where necessary, may otherwise appoint accounting firm in the name of the Company to separately audit the accounts of the Company, and may directly report to the securities supervisory and regulatory body under the State Council and to other relevant departments. External supervisors shall report independently to the general meeting in relation to the performance of diligence and honesty of the Company’s senior management officers. Supervisors are entitled to observe board meetings. (Article 108 of the Mandatory Provisions) |
|---|---|
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article 129 | Resolutions of the supervisory committee shall be passed by two-third (including two-third) or more of all supervisors.
(Article 109 of the Mandatory Provisions) |
| --- | --- |
| Article 130 | All reasonable fees incurred in respect of the employment of professionals such as lawyers, registered accountants or practicing auditors by the supervisory committee in exercising their functions and powers shall be borne by the Company.
(Article 110 of the Mandatory Provisions) |
| Article 131 | Supervisors are required to faithfully perform their supervisory duties in accordance with laws, administrative regulations and these Articles of Association.
(Article 111 of the Mandatory Provisions) |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article 132 | A person shall not serve as a director, supervisor, general manager, deputy general manager or other senior management officers upon the occurrence of any of the following events;
(1) The person is without civil capacity or with restricted civil capacity;
(2) The person has committed the offence of corruption, bribery, taking of property, misappropriation of property or destruction of the social economic order, and has been sentenced to criminal punishment, where less than five years have elapsed since the date of completion of the sentence; or has been deprived of their political rights due to criminal offence, where less than five years have elapsed since the date of the completion of implementation of this deprivation;
(3) The person is former director, factory director or managers of a company or corporate which has become bankrupt and been liquidated due to a mismanagement and be personally liable for the bankruptcy of such company or corporate, where less than three years have elapsed since the date of the completion of the bankruptcy and liquidation of such company or corporate;
(4) The person is legal representatives of a company or corporate which had its business license revoked due to violation of the law and be personally liable, where less than three years have elapsed since the date of the revocation of the business license of such company or corporate;
(5) The person has a large amount of debt due and outstanding;
(6) The person has been involved in criminal offences subject to investigation by judicial authorities and the case has yet been settled; |
| --- | --- |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| (7) The person is not eligible for acting in the leadership of a corporate according to laws or administrative regulations; | |
|---|---|
| (8) The person is not a natural person; | |
| (9) The person was adjudged by the relevant governing authority to be guilty of contravention of provisions of securities regulations involving fraud or dishonesty, where less than five years have elapsed since the date of judgment. | |
| (Article 112 of the Mandatory Provisions) | |
| Article 134 | In addition to the obligations imposed by laws, administrative regulations or required by the listing rules of the stock exchanges on which shares of the Company are listed, each of the directors, supervisors, general manager and other senior management officers of the Company owes a duty to each shareholder, in the exercise of the functions and powers entrusted to him by the Company: |
| (1) Not to cause the Company to exceed the scope of business stipulated in its business license; | |
| (2) To act honestly in the best interests of the Company; | |
| (3) Not to expropriate in any guise the Company’s property, including but not limited to the opportunities beneficial to the Company; | |
| (4) Not to expropriate the individual rights of shareholders, including but not limited to rights of distribution and voting rights, save pursuant to a restructuring of the Company submitted to general meeting for approval in accordance with these Articles of Association. | |
| (Article 114 of the Mandatory Provisions) | |
| Article 135 | Each of the directors, supervisors, general manager and other senior management officers of the Company owes a duty, in the exercise of his powers or discharge of his obligations, to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. |
| (Article 115 of the Mandatory Provisions) |
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APPENDIX
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| Article 136 | Director, supervisor, general manager and other senior management officer owes a duty, in the exercise of his powers, to observe his fiduciary obligations and not to place himself in a position where his duty and his interest may conflict. This principle includes, without limitation, the following obligations; |
|---|---|
| (1) to act honesty in what he considers to be in the best interests of the Company; | |
| (2) to exercise the powers within his authority without abuse; | |
| (3) to exercise the discretion vested in him personally and not allow himself to act under the direction of another and, unless and to the extent permitted by law, administrative regulations or the informed consent of shareholders in general meeting, not to delegate the exercise of his discretion; | |
| (4) to treat shareholders of the same class equally and to treat shareholders of different classes fairly; | |
| (5) except in accordance with these Articles of Association or otherwise permitted by informed shareholders in general meeting, not to enter into any contract, transaction or arrangement with the Company; | |
| (6) unless otherwise permitted by informed shareholders in general meeting, not to use the Company’s property for his own benefit in any manner; | |
| (7) not to obtain monies from bribery or other illegal income by using his authority or to expropriate in any manner the Company’s property, including, without limitation, the opportunities beneficial to the Company; | |
| (8) unless otherwise permitted by informed shareholders in general meeting, not to accept commission in connection with the Company’s transactions; | |
| (9) to abide by these Articles of Association, faithfully execute his official duties and protect the Company’s interests, and not to exploit his position and power in the Company to advance his own private interests; |
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APPENDIX
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| (10) not to compete with the Company in any way unless with the informed consent of shareholders given in general meeting; (11) not to embezzle the Company’s capitals or lend monies to others, and not to deposit the Company’s assets in accounts opened in his own name or in the name of other persons and not to use the Company’s assets to provide security for the debts of the Company’s shareholders or other individuals; (12) unless otherwise permitted by informed shareholders in general meeting, not to disclose confidential information of the Company acquired by him in the course of and during his term of office and not to use such information other than in furtherance of the interests of the Company, save and except that disclosure of such information to the court or other governmental authorities is permitted, if: 1. disclosure is made under compulsion of law; 2. there is a duty to the public to disclose; 3. such disclosure is necessary to protect the interests of such director, supervisor, general manager and other senior management officer. (Article 116 of the Mandatory Provisions) | |
|---|---|
| Article 137 | A Director, supervisor, general manager and other senior management officer of the Company shall not cause the following person or organization connected with him (“Relevant Person”) to do what he is prohibited from doing: (1) the spouse or minor child of the director, supervisor, general manager and other senior management officer of the Company; (2) a person acting in the capacity of trustee of the director, supervisor, general manager and other senior management officer of the Company or any person referred to in (1) of this article above; (3) a person who is a partner of the director, supervisor, general manager and other senior management officer of the Company or any person referred to in (1) or (2) of this article above; |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| | (4) a company in which the director, supervisor, general manager and other senior management officer of the Company, alone or jointly with one or more persons referred to in (1), (2), (3) of this Article above or other companies in which the director, supervisor, general manager and other senior management officer of the Company, has de facto control;
(5) a director, supervisor, general manager and other senior management officer of a company referred to in (4) of this Article above.
(Article 117 of the Mandatory Provisions) |
| --- | --- |
| Article 138 | The fiduciary obligations of the director, supervisor, general manager and other senior management officer of the Company do not necessarily cease with the termination of his term of office. Their duties of confidence in relation to trade secrets of the Company survive the termination of their term of office. Other duties may continue for such period as fairness may require depending on the time lapse between such termination and the act concerned and the circumstances and the terms under which the relationship with the Company was terminated.
(Article 118 of the Mandatory Provisions) |
| Article 139 | Subject to the provisions in Article 59 of these Articles of Association, the directors, supervisors, general manager and other senior management officers of the Company may be relieved of liability for specific breaches of his duty by the informed consent of shareholders in general meeting.
(Article 119 of the Mandatory Provisions) |
| Article 140 | Where the director, supervisor, general manager and other senior management officer of the Company is in any way, directly or indirectly, materially interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company, other than his contract of service, he shall declare the nature and extent of his interest to the board at the earliest opportunity, whether or not the aforesaid matters are under normal circumstances subject to the approval of the board. |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Subject to such exceptions specified in the Articles of Association as the Stock Exchange may approve, a director shall not vote on any board resolution approving any contract or arrangement or any other proposal in which he or any of his associates (as defined in the Rules Governing Listing of Securities on the Growth Enterprise Market of Hong Kong Stock Exchange) has a material interest nor shall he be counted in the quorum present at the meeting, save and except for the following: | |
|---|---|
| (1) | 1. the giving of any security or indemnity either to the director or his associate(s) in respect of monies lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the issuer or any of its subsidiaries; or |
| 2. the giving of any security or indemnity to a third part in respect of a debt or obligation of the issuer or any of its subsidiaries for which the director or his associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security; | |
| (2) | any proposal concerning an offer of shares or debentures or other securities of or by the issuer or any other company which the issuer may promote or be interested in for subscription or purchase where the director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer; |
| (3) | any proposal concerning any other company in which the director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the director or his associate(s) is/are beneficially interested in shares of that company, provided that the director and any of his associates are not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of any of his associates is derived) or of the voting rights; |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| (4) | any proposal or arrangement concerning the benefit of employees of the issuer or its subsidiaries including: |
|---|---|
| 1. | the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the director may benefit; or |
| 2. | the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors, his associates and employees of the issuer or any of its subsidiaries and does not provide in respect of any director, or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and |
| (5) | any contract or arrangement in which the director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the issuer by virtue only of his/their interests in shares or debentures or other securities of the issuer. |
| Unless the interested director, supervisor, general manager and other senior management officer has disclosed his interest in accordance with the preceding paragraph of this Articles and the contract, transaction or arrangement has been approved by the board at a meeting in which he is not counted in the quorum and has refrained from voting, such contract, transaction or arrangement is voidable at the instance of the Company except as against a bona fide party thereto acting without notice of the breach of duty by the director, supervisor, general manager, deputy general manager and other management officer concerned. | |
| The director, supervisor, general manager and other senior management officer of the Company shall be deemed to be interested in a contract, transaction or arrangement in which a person connected with him is interested. | |
| (Article 120 of the Mandatory Provisions) |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article 141 | Where the director, supervisor, general manager, deputy general manager and other senior management officer of the Company gives to the board a notice in writing stating that, by reason of the facts specified in the notice, he is interested in contracts, transactions or arrangements of any description which may subsequently be made by the Company, that notice shall be deemed for the purpose of the preceding Articles in this Chapter to be a sufficient declaration of his interest, so far as attributable to those facts, in relation to any contract, transaction or arrangement of that description which may subsequently be made by the Company, provided that such notice shall have been given before the date on which the question of entering into the relevant contract, transaction or arrangement is first taken into consideration on behalf of the Company.
(Article 121 of the Mandatory Provisions) |
| --- | --- |
| Article 142 | The Company shall not in any manner pay taxes for a director, supervisor, general manager and other senior management officer.
(Article 122 of the Mandatory Provisions) |
| Article 143 | The Company shall not directly nor indirectly make a loan to or provide any guarantee in connection with the making of a loan to the director, supervisor, general manager and other senior management officer of the Company or of the Company’s holding company or a person connected with any of them.
The following circumstances are not subject to such prohibition:
(1) the provision by the Company of a loan or a guarantee in connection with the making of a loan to its subsidiaries;
(2) the provision by the Company of a loan or a guarantee in connection with the making of a loan or any other monies to any of its director, supervisor, general manager and other senior management officer to meet expenditure incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties properly, in accordance with the terms of a service contract approved by the shareholders in general meeting; |
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| Article 144 | If the ordinary course of business of the Company includes the lending of money or the giving of guarantees, the Company may make a loan to or provide a guarantee in connection with a loan to any of its Director, supervisor, general manager and other senior management officer or his associate(s) in the ordinary course of its business on normal commercial terms.
(Article 123 of the Mandatory Provisions) |
| --- | --- |
| Article 146 | A guarantee provided by the Company in breach of the prohibition described in the first clause in Article 143 of these Articles of Association shall be unenforceable against the Company, unless:
(1) the guarantee was provided in connection with a loan to an associate of the director, supervisor, general manager, deputy general manager and other senior management officer of the Company or its holding company and at the time the lender was not aware of the relevant circumstances;
(2) the security provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser.
(Article 125 of the Mandatory Provisions) |
| Article 148 | In addition to any rights and remedies provided by the laws and administrative regulations, where a director, supervisor, general manager and other senior management officer of the Company is in breach of his duties to the Company, the Company has a right to:
(1) claim damages from such director, supervisor, general manager and other senior management officer in compensation for losses sustained by the Company as a result of such breach;
(2) rescind any contract or transaction entered into by the Company with such director, supervisor, general manager and other senior management officer or with a third party (where such third party knows or should know that there is such a breach of obligations by such director, supervisor, general manager, deputy general manager and other senior management officer);
(3) demand an account of the profits made by such director, supervisor, general manager and other senior management officer in breach of his obligations; |
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| | (4) recover any monies received by such director, supervisor, general manager and other senior management officer which should otherwise have been received by the Company, including but not limited to commissions;
(5) request such director, supervisor, general manager and other senior management officer to return the interests accrued or may be accrued on the monies which should have been paid to the Company.
(Article 127 of the Mandatory Provisions) |
| --- | --- |
| Article 149 | The Company shall, with the prior approval of general meeting, enter into a contract in writing with a director or supervisor wherein his emoluments are stipulated, including:
(1) emoluments in respect of his service as director, supervisor or senior management officer of the Company;
(2) emoluments in respect of his service as director, supervisor or senior management officer of any subsidiary of the Company;
(3) emoluments in respect of the provisions of other services in connection with the management of the affairs of the Company and any of its subsidiaries;
(4) Payment by way of compensation for loss of office, or his retirement from office of such director or supervisor.
Except under a contract entered into in accordance with the foregoing, no proceedings may be brought by a director, supervisor against the Company for interests due to him in respect of the above matters.
(Article 128 of the Mandatory Provisions) |
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| Article 150 | The contract concerning the emoluments between the Company and its directors or supervisors should provide that in the event of a takeover of the Company, the Company’s directors and supervisors shall, subject to the prior approval of the general meeting, have the right to receive compensation or other payment in respect of his loss of office or retirement. A “takeover of the Company” referred to in this paragraph means any of the following: (1) an offer made by any person to all shareholders; (2) an offer made by any person with a view to the offeror becoming a “controlling shareholder” within the meaning set out in Article 59 in these Articles. If the relevant director or supervisor does not comply with the above, any sum so received by him shall belong to those persons who have sold their shares as a result of the said offer made. The expenses incurred in distributing that sum on pro rata amongst those persons shall be borne by the relevant director or supervisor and shall not be paid out of the sum distributed. (Article 129 of the Mandatory Provisions) |
|---|---|
| Article 201 | The Company shall act according to following principles to settle disputes: (1) Whenever any disputes or claims arising between holders of overseas listed foreign shares and the Company, between holders of overseas listed foreign shares and the Company’s directors, supervisors, general manager or other senior management officers, or between holders of overseas listed foreign shares and holders of domestic shares based on these Articles of Association or any rights or obligations conferred by the Company Law and other relevant laws and administrative regulations concerning the affairs of the Company, such disputes or claims shall be referred by the relevant parties to arbitration. Where a dispute or claim of rights mentioned above is referred to arbitration, the entire claim or dispute must be referred to arbitration, and all parties who have a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the resolution of such dispute or claim shall abide by the arbitration, provided that such parties shall be the Company or the Company’s shareholder, director, supervisor, general manager or other senior management officer. |
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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Disputes in relation to the definition of shareholders and disputes in relation to the register of shareholders need not be resolved by arbitration. | |
|---|---|
| (2) | A claimant may elect arbitration at either the China International Economic and Trade Arbitration Commission in accordance with its arbitration rules or the Hong Kong International Arbitration Center in accordance with its securities arbitration rules. Once a claimant refers a dispute or claim to arbitration, the other party must submit to the arbitral body elected by the claimant. |
| If a claimant elects arbitration at Hong Kong International Arbitration Center, any party to the dispute or claim may apply for a hearing to take place in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Center. | |
| (3) | If any disputes or claims of rights are settled by way of arbitration in accordance with clause (1) above, the laws of the People’s Republic of China shall apply, save as otherwise provided by laws and administrative regulations. |
| (4) | The award of an arbitration body shall be final and conclusive and binding on all parties. |
| (Article 163 of the Mandatory Provisions) |
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| After Amendments | |
|---|---|
| Chapter 13 (pg. i) | Audit Committee |
| Chapter 14 (pg. i) | Qualifications and Obligations of Directors, Supervisors, General Manager and Other Senior Management Officers of the Company |
| Article 9 | These Articles of Association are binding on the Company and its shareholders, directors, supervisors, general manager and other senior management officers; all of whom are entitled to claim rights concerning the affairs of the Company in accordance with these Articles. |
These Articles of Association are actionable by a shareholder against the Company and vice versa, by shareholders against each other, by a shareholder against the directors, supervisors, general manager and other senior management officers of the Company.
The aforesaid proceedings include lodging a lawsuit in a court or applying for an arbitration in an arbitration institution.
(Article 7 of the Mandatory Provisions) |
| Article 30 | The Company shall ensure that all of its overseas listed foreign shares listed in Hong Kong include the statements stipulated below and must instruct and cause its share registrar to refuse the registration by any person as a holder of the subscription, purchase or transfer of any of its shares unless and until such person delivers to such share registrar a signed form in respect of such shares bearing statements to the following effect:
(1) the acquirer agrees with the Company and each shareholder of the Company, and the Company also agrees with each shareholder, to observe and comply with the Company Law and other relevant laws, administrative regulations and these Articles of Association;
(2) the acquirer agrees with the Company, each shareholder, director, supervisor and management officer of the Company and the Company on behalf of itself and of each director, supervisor and management officer agrees with each shareholder to refer all disputes and claims arising from these Articles of Association or any rights or obligations incident with or regulated by the Company Law and other relevant laws and administrative regulations to arbitration in accordance with these Articles of Association. Any reference to arbitration shall be deemed to authorize the arbitration to conduct the hearing in open session and to publish the award; |
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| (3) the acquirer agrees with the Company and each shareholder of the Company that the shares of the Company are freely transferable by the holder(s); | |
|---|---|
| (4) the acquirer authorizes the Company on his behalf to enter into a contract with each director and management officer of the Company and such directors and management officers shall undertake to observe and comply with their obligations to shareholders stipulated in these Articles of Association. | |
| Article 57 | The ordinary shareholders of the Company shall enjoy the following rights: |
| (1) The right of dividends and other distributions in proportion to the number of shares held; | |
| (2) The right to attend or appoint a proxy to attend shareholders’ meetings and to vote thereat; | |
| (3) The right of supervisory management over the Company’s business operations, and the right to present proposals or enquiries; | |
| (4) The right to transfer his shares in accordance with laws, administrative regulations and these Articles of Association; | |
| (5) The right to obtain relevant information in accordance with the provisions of these Articles of Association, including: | |
| 1. the right to obtain a copy of the Articles of Association, subject to payment of a fee; | |
| 2. the right to inspect and copy, subject to payment of a reasonable fee: | |
| (1) all parts of the register of shareholders; |
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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| (2) personal particulars of each of the directors, supervisors, general manager and other senior management officer of the Company, including: (a) present and former name and alias; (b) principal address (residence); (c) nationality; (d) primary and all other part-time occupations and duties; (e) identification documents and their relevant numbers; (3) the state of the Company's share capital; (4) in case of the company repurchased its own shares, a report for the total face value, quantities, the highest price and lowest price of shares repurchased of each category, and the full cost paid by the company since the previous fiscal year; (5) minutes of the general meeting; (6) In the event of the termination or liquidation of the Company, the right to participate in the distribution of surplus property of the Company in accordance with the proportion of shares held; (7) Other rights conferred by laws, administrative regulations and these Articles of Association. The exercise of the above power shall not be frozen or otherwise impaired by reason only that the person or persons who are interested directly or indirectly in the shares have failed to disclose their interests to the Company. (Article 45 of the Mandatory Provisions) | |
|---|---|
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| Article 59 | In addition to the obligations imposed by laws, administrative regulations or required by the listing rules of the stock exchange on which shares of the Company are listed, a controlling shareholder shall not exercise his voting rights in respect of the following matters in a manner prejudicial to the interests of all or part of the shareholders of the Company: (1) to relieve a director, supervisor of his duty to act honestly in the best interests of the Company; (2) to approve the expropriation by a director, supervisor (for his own or others’ benefit), in any guise, of the Company’s assets, including but not limited to opportunities beneficial to the Company; (3) to approve the expropriation by a director, supervisor (for his own or others’ benefit) of the individual rights of other shareholders, including but not limited to rights to distributions and voting rights save pursuant to a restructuring submitted to general meeting for approval in accordance with these Articles of Association. (Article 47 of the Mandatory Provisions) |
|---|---|
| Article 62 | The general meeting shall exercise the following functions and powers: (1) To decide on the Company’s operational policies and investment plans; (2) To elect and replace the directors and decide on matters relating to the remuneration of directors; (3) To elect and replace the supervisors who are representatives of shareholders, and to decide on matters relating to the remuneration of supervisors; (4)(3) To examine and approve reports of the Board; (5) To examine and approve reports of the supervisory committee; (6)(4) To examine and approve the Company’s proposed annual financial budget and final accounts; |
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PROPOSED AMENDMENTS TO
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| (7)(5) To examine and approve the Company’s proposals for profit distribution and for recovery of losses; (8)(6) To decide on increase or reduction in the Company’s registered capital; (9)(7) To decide on matters such as merger, demerger, dissolution and liquidation of the Company; (10)(8) To decide on the issue of bonds by the Company; (11)(9) To decide on the appointment, dismissal and non-reappointment of the accounting firm; (12)(10) To amend the Articles of Association; (13)(11) To consider motions raised by shareholders who represent 5% (including 5%) or more of the total shares of the Company carrying voting rights; (14)(12) To decide on other matters which require resolutions of the general meetings according to the relevant laws, administrative regulations and these Articles. (Article 50 of the Mandatory Provisions) | |
|---|---|
| Article 63 | The Company shall not, without the prior approval of the general meeting, enter into any contract with any person other than a director, supervisor, general manager, deputy general manager or other senior management officer whereby the management of the whole or any substantial part of the business of the Company is to be handed over to such person. (Article 51 of the Mandatory Provisions) |
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PROPOSED AMENDMENTS TO
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| Article 64 | General meetings are divided into annual general meetings and extraordinary general meetings. General meetings shall be convened by the board. Annual general meetings are held once every year and within six months from the end of the preceding financial year. Under any of the following circumstances, the board shall convene an extraordinary general meeting within two months: (1) The number of directors is less than that is required by the Company Law or two-third of the number of directors specified in the Articles of Association; (2) The accrued losses of the Company amount to one-third of the total amount of its share capital; (3) Shareholder(s) holding 10% (including 10%) or more of the Company’s issued and outstanding shares carrying voting rights request(s) in writing the convening of an extraordinary general meeting; (4) It is deemed necessary by the board or proposed by the supervisory committee to convene an extraordinary general meeting; (5) More than two independent non-executive directors propose to convene the meeting. (Article 52 of the Mandatory Provisions) |
|---|---|
| Article 68 | A notice of meeting of shareholders shall: (1) be in writing; (2) specify the place, the date and time of the meeting; (3) state the matters to be considered at the meeting; |
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PROPOSED AMENDMENTS TO
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| (4) provide such information and explanation as are necessary for the shareholders to make an informed decision on the proposals put before them. Without limiting the generality of the foregoing, where a proposal is made to amalgamate the Company with another, to repurchase shares, to reorganise the share capital, or to restructure the Company in any other way, the terms of the proposed transaction must be provided in detail together with copies of the proposed agreement, if any, and the cause and effect of such proposal must be properly explained; (5) contain a disclosure of the nature and extent of any material interests of any director, supervisor, general manager and other senior management officer in the proposed transaction and the effect of the proposed transaction on them in their capacity as shareholders in so far as it is different from the effect on the interests of the shareholders of the same class; (6) contain the full text of any special resolution to be proposed at the meeting; (7) contain a conspicuous statement that a shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and vote at the meeting on his behalf and that a proxy need not be a shareholder; (8) specify the time and place for lodging proxy forms for the relevant meeting. (Article 56 of the Mandatory Provisions) | |
|---|---|
| Article 83 | The following matters shall be resolved by an ordinary resolution at the general meeting: (1) Work reports of the board and the supervisory committee; (2) Plans formulated by the board for distribution of profits and for recovery of losses; (3) Appointment and removal of the members of the board and of the supervisory committee, their remuneration and method of payment; |
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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| | (4) Annual financial budget and final reports, balance sheets, profit and loss statements and other financial statements of the Company;
(5) Matters other than those specified by laws, administrative regulations or these Articles of Association to be resolved by special resolutions.
(Article 70 of the Mandatory Provisions) |
| --- | --- |
| Chapter 13 | Audit Committee |
| Article 123 | The Company has set up an audit committee composed of directors in the Board of Directors to exercise the powers and functions of the supervisory committee as stipulated in the Company Law, and the Company does not have a Supervisory Committee or Supervisors.
(Article 103 of the Mandatory Provisions) |
| Article 124 | The audit committee shall consist of three or more members, and a majority of the members shall not hold positions other than directorships in the Company and shall not have any relationship with the Company that may affect their independent and objective judgment.
(Article 104 of the Mandatory Provisions) |
| Article 125 | Resolutions of the audit committee shall be passed by a majority of the members of the audit committee. Voting on resolutions of the audit committee shall be on a one-person-one-vote basis.
(Article 105 of the Mandatory Provisions) |
| Article 126 | Directors, general manager, deputy general manager, financial controller and other senior management officers of the Company shall not act concurrently as supervisors.
(Article 106 of the Mandatory Provisions) |
| Article 127 | The supervisory committee shall hold meetings at least twice every year and shall be convened by the chairman of the supervisory committee.
(Article 107 of the Mandatory Provisions) |
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PROPOSED AMENDMENTS TO
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| Article 128 | The supervisory committee is accountable to general meeting and shall exercise the following functions and powers in accordance with laws: (1) to examine the Company's financial affairs; (2) to supervise the directors, general manager and other senior management officers of the Company to see whether they violate any laws, administrative regulations or these Articles of Association in performing their duties; (3) when the directors, general manager and other senior management officers are performing acts which are harmful to the Company, to require the aforesaid persons to rectify their acts; (4) to verify financial information including financial reports, business reports, profit distribution plans proposed to be tabled at a general meeting by the board and appoint, in the name of the Company, a registered accountant or practicing auditor to assist in reviewing such information should any queries arise; (5) to propose to convene an extraordinary general meetings; (6) to represent the Company in negotiating with any directors or lodge a lawsuit against any director; (7) other functions and powers as stipulated in these Articles of Association: The supervisory committee may opine on the appointment of the accounting firm appointed by the Company, and where necessary, may otherwise appoint accounting firm in the name of the Company to separately audit the accounts of the Company, and may directly report to the securities supervisory and regulatory body under the State Council and to other relevant departments: External supervisors shall report independently to the general meeting in relation to the performance of diligence and honesty of the Company's senior management officers. Supervisors are entitled to observe board meetings: (Article 108 of the Mandatory Provisions) |
|---|---|
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PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| Article 129 | Resolutions of the supervisory committee shall be passed by two-third (including two-third) or more of all supervisors.
(Article 109 of the Mandatory Provisions) |
| --- | --- |
| Article 130 | All reasonable fees incurred in respect of the employment of professionals such as lawyers, registered accountants or practicing auditors by the supervisory committee in exercising their functions and powers shall be borne by the Company.
(Article 110 of the Mandatory Provisions) |
| Article 131 | Supervisors are required to faithfully perform their supervisory duties in accordance with laws, administrative regulations and these Articles of Association.
(Article 111 of the Mandatory Provisions) |
| Chapter 14 | Qualifications and Obligations of Directors, Supervisors, General Manager and Other Senior Management Officers of the Company |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Article
+32126 | A person shall not serve as a director, supervisor, general manager, deputy general manager or other senior management officers upon the occurrence of any of the following events;
(1) The person is without civil capacity or with restricted civil capacity;
(2) The person has committed the offence of corruption, bribery, taking of property, misappropriation of property or destruction of the social economic order, and has been sentenced to criminal punishment, where less than five years have elapsed since the date of completion of the sentence; or has been deprived of their political rights due to criminal offence, where less than five years have elapsed since the date of the completion of implementation of this deprivation;
(3) The person is former director, factory director or managers of a company or corporate which has become bankrupt and been liquidated due to a mismanagement and be personally liable for the bankruptcy of such company or corporate, where less than three years have elapsed since the date of the completion of the bankruptcy and liquidation of such company or corporate;
(4) The person is legal representatives of a company or corporate which had its business license revoked due to violation of the law and be personally liable, where less than three years have elapsed since the date of the revocation of the business license of such company or corporate;
(5) The person has a large amount of debt due and outstanding;
(6) The person has been involved in criminal offences subject to investigation by judicial authorities and the case has yet been settled;
(7) The person is not eligible for acting in the leadership of a corporate according to laws or administrative regulations; |
| --- | --- |
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| | (8) The person is not a natural person;
(9) The person was adjudged by the relevant governing authority to be guilty of contravention of provisions of securities regulations involving fraud or dishonesty, where less than five years have elapsed since the date of judgment.
(Article 112 of the Mandatory Provisions) |
| --- | --- |
| Article 433127 | The validity of an act of a director, general manager and other senior management officers on behalf of the Company is not, vis-a-vis a bona fide third party, affected by any irregularity in his office, election or any defect in his qualification.
(Article 113 of the Mandatory Provisions) |
| Article 434128 | In addition to the obligations imposed by laws, administrative regulations or required by the listing rules of the stock exchanges on which shares of the Company are listed, each of the directors, supervisors, general manager and other senior management officers of the Company owes a duty to each shareholder, in the exercise of the functions and powers entrusted to him by the Company:
(1) Not to cause the Company to exceed the scope of business stipulated in its business license;
(2) To act honestly in the best interests of the Company;
(3) Not to expropriate in any guise the Company’s property, including but not limited to the opportunities beneficial to the Company;
(4) Not to expropriate the individual rights of shareholders, including but not limited to rights of distribution and voting rights, save pursuant to a restructuring of the Company submitted to general meeting for approval in accordance with these Articles of Association.
(Article 114 of the Mandatory Provisions) |
| Article 435129 | Each of the directors, supervisors, general manager and other senior management officers of the Company owes a duty, in the exercise of his powers or discharge of his obligations, to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
(Article 115 of the Mandatory Provisions) |
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PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| Article
136130 | Director, supervisor, general manager and other senior management officer owes a duty, in the exercise of his powers, to observe his fiduciary obligations and not to place himself in a position where his duty and his interest may conflict. This principle includes, without limitation, the following obligations;
(1) to act honesty in what he considers to be in the best interests of the Company;
(2) to exercise the powers within his authority without abuse;
(3) to exercise the discretion vested in him personally and not allow himself to act under the direction of another and, unless and to the extent permitted by law, administrative regulations or the informed consent of shareholders in general meeting, not to delegate the exercise of his discretion;
(4) to treat shareholders of the same class equally and to treat shareholders of different classes fairly;
(5) except in accordance with these Articles of Association or otherwise permitted by informed shareholders in general meeting, not to enter into any contract, transaction or arrangement with the Company;
(6) unless otherwise permitted by informed shareholders in general meeting, not to use the Company’s property for his own benefit in any manner;
(7) not to obtain monies from bribery or other illegal income by using his authority or to expropriate in any manner the Company’s property, including, without limitation, the opportunities beneficial to the Company;
(8) unless otherwise permitted by informed shareholders in general meeting, not to accept commission in connection with the Company’s transactions;
(9) to abide by these Articles of Association, faithfully execute his official duties and protect the Company’s interests, and not to exploit his position and power in the Company to advance his own private interests; |
| --- | --- |
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APPENDIX
PROPOSED AMENDMENTS TO
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| (10) not to compete with the Company in any way unless with the informed consent of shareholders given in general meeting; (11) not to embezzle the Company’s capitals or lend monies to others, and not to deposit the Company’s assets in accounts opened in his own name or in the name of other persons and not to use the Company’s assets to provide security for the debts of the Company’s shareholders or other individuals; (12) unless otherwise permitted by informed shareholders in general meeting, not to disclose confidential information of the Company acquired by him in the course of and during his term of office and not to use such information other than in furtherance of the interests of the Company, save and except that disclosure of such information to the court or other governmental authorities is permitted, if: 1. disclosure is made under compulsion of law; 2. there is a duty to the public to disclose; 3. such disclosure is necessary to protect the interests of such director, supervisor, general manager and other senior management officer. (Article 116 of the Mandatory Provisions) | |
|---|---|
| Article 137131 | A Director, supervisor, general manager and other senior management officer of the Company shall not cause the following person or organization connected with him (“Relevant Person”) to do what he is prohibited from doing: (1) the spouse or minor child of the director, supervisor, general manager and other senior management officer of the Company; (2) a person acting in the capacity of trustee of the director, supervisor, general manager and other senior management officer of the Company or any person referred to in (1) of this article above; (3) a person who is a partner of the director, supervisor, general manager and other senior management officer of the Company or any person referred to in (1) or (2) of this article above; |
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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| | (4) a company in which the director, supervisor, general manager and other senior management officer of the Company, alone or jointly with one or more persons referred to in (1), (2), (3) of this Article above or other companies in which the director, supervisor, general manager and other senior management officer of the Company, has de facto control;
(5) a director, supervisor, general manager and other senior management officer of a company referred to in (4) of this Article above.
(Article 117 of the Mandatory Provisions) |
| --- | --- |
| Article 138132 | The fiduciary obligations of the director, supervisor, general manager and other senior management officer of the Company do not necessarily cease with the termination of his term of office. Their duties of confidence in relation to trade secrets of the Company survive the termination of their term of office. Other duties may continue for such period as fairness may require depending on the time lapse between such termination and the act concerned and the circumstances and the terms under which the relationship with the Company was terminated.
(Article 118 of the Mandatory Provisions) |
| Article 139133 | Subject to the provisions in Article 59 of these Articles of Association, the directors, supervisors, general manager and other senior management officers of the Company may be relieved of liability for specific breaches of his duty by the informed consent of shareholders in general meeting.
(Article 119 of the Mandatory Provisions) |
| Article 140134 | Where the director, supervisor, general manager and other senior management officer of the Company is in any way, directly or indirectly, materially interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company, other than his contract of service, he shall declare the nature and extent of his interest to the board at the earliest opportunity, whether or not the aforesaid matters are under normal circumstances subject to the approval of the board. |
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PROPOSED AMENDMENTS TO
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Subject to such exceptions specified in the Articles of Association as the Stock Exchange may approve, a director shall not vote on any board resolution approving any contract or arrangement or any other proposal in which he or any of his associates (as defined in the Rules Governing Listing of Securities on the Growth Enterprise Market of Hong Kong Stock Exchange) has a material interest nor shall he be counted in the quorum present at the meeting, save and except for the following:
(1) 1. the giving of any security or indemnity either to the director or his associate(s) in respect of monies lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the issuer or any of its subsidiaries; or
- the giving of any security or indemnity to a third part in respect of a debt or obligation of the issuer or any of its subsidiaries for which the director or his associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
(2) any proposal concerning an offer of shares or debentures or other securities of or by the issuer or any other company which the issuer may promote or be interested in for subscription or purchase where the director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(3) any proposal concerning any other company in which the director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the director or his associate(s) is/are beneficially interested in shares of that company, provided that the director and any of his associates are not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of any of his associates is derived) or of the voting rights;
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| (4) | any proposal or arrangement concerning the benefit of employees of the issuer or its subsidiaries including: |
|---|---|
| 1. | the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the director may benefit; or |
| 2. | the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors, his associates and employees of the issuer or any of its subsidiaries and does not provide in respect of any director, or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and |
| (5) | any contract or arrangement in which the director or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the issuer by virtue only of his/their interests in shares or debentures or other securities of the issuer. |
| Unless the interested director, supervisor, general manager and other senior management officer has disclosed his interest in accordance with the preceding paragraph of this Articles and the contract, transaction or arrangement has been approved by the board at a meeting in which he is not counted in the quorum and has refrained from voting, such contract, transaction or arrangement is voidable at the instance of the Company except as against a bona fide party thereto acting without notice of the breach of duty by the director, supervisor, general manager, deputy general manager and other management officer concerned. | |
| The director, supervisor, general manager and other senior management officer of the Company shall be deemed to be interested in a contract, transaction or arrangement in which a person connected with him is interested. | |
| (Article 120 of the Mandatory Provisions) |
– 55 –
APPENDIX
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| Article
+4+135 | Where the director, supervisor, general manager, deputy general manager and other senior management officer of the Company gives to the board a notice in writing stating that, by reason of the facts specified in the notice, he is interested in contracts, transactions or arrangements of any description which may subsequently be made by the Company, that notice shall be deemed for the purpose of the preceding Articles in this Chapter to be a sufficient declaration of his interest, so far as attributable to those facts, in relation to any contract, transaction or arrangement of that description which may subsequently be made by the Company, provided that such notice shall have been given before the date on which the question of entering into the relevant contract, transaction or arrangement is first taken into consideration on behalf of the Company.
(Article 121 of the Mandatory Provisions) |
| --- | --- |
| Article
+42136 | The Company shall not in any manner pay taxes for a director, supervisor, general manager and other senior management officer.
(Article 122 of the Mandatory Provisions) |
| Article
+43137 | The Company shall not directly nor indirectly make a loan to or provide any guarantee in connection with the making of a loan to the director, supervisor, general manager and other senior management officer of the Company or of the Company’s holding company or a person connected with any of them.
The following circumstances are not subject to such prohibition:
(1) the provision by the Company of a loan or a guarantee in connection with the making of a loan to its subsidiaries;
(2) the provision by the Company of a loan or a guarantee in connection with the making of a loan or any other monies to any of its director, supervisor, general manager and other senior management officer to meet expenditure incurred by him for the purposes of the Company or for the purpose of enabling him to perform his duties properly, in accordance with the terms of a service contract approved by the shareholders in general meeting; |
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APPENDIX
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| Article
+44138 | If the ordinary course of business of the Company includes the lending of money or the giving of guarantees, the Company may make a loan to or provide a guarantee in connection with a loan to any of its Director, supervisor, general manager and other senior management officer or his associate(s) in the ordinary course of its business on normal commercial terms.
(Article 123 of the Mandatory Provisions) |
| --- | --- |
| Article
+45139 | A loan made by the Company in breach of the prohibition described above shall be repayable forthwith by the recipient of the loan regardless of the terms of the loan.
(Article 124 of the Mandatory Provisions) |
| Article
+46140 | A guarantee provided by the Company in breach of the prohibition described in the first clause in Article 143 of these Articles of Association shall be unenforceable against the Company, unless:
(1) the guarantee was provided in connection with a loan to an associate of the director, supervisor, general manager, deputy general manager and other senior management officer of the Company or its holding company and at the time the lender was not aware of the relevant circumstances;
(2) the security provided by the Company has been lawfully disposed of by the lender to a bona fide purchaser.
(Article 125 of the Mandatory Provisions) |
| Article
+47141 | For the purpose of the foregoing provisions of this Chapter, a “guarantee” includes an undertaking or property provided to secure the performance of obligations by the obligor.
(Article 126 of the Mandatory Provisions) |
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APPENDIX
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| Article
148142 | In addition to any rights and remedies provided by the laws and administrative regulations, where a director, supervisor, general manager and other senior management officer of the Company is in breach of his duties to the Company, the Company has a right to:
(1) claim damages from such director, supervisor, general manager and other senior management officer in compensation for losses sustained by the Company as a result of such breach;
(2) rescind any contract or transaction entered into by the Company with such director, supervisor, general manager and other senior management officer or with a third party (where such third party knows or should know that there is such a breach of obligations by such director, supervisor, general manager, deputy general manager and other senior management officer);
(3) demand an account of the profits made by such director, supervisor, general manager and other senior management officer in breach of his obligations;
(4) recover any monies received by such director, supervisor, general manager and other senior management officer which should otherwise have been received by the Company, including but not limited to commissions;
(5) request such director, supervisor, general manager and other senior management officer to return the interests accrued or may be accrued on the monies which should have been paid to the Company.
(Article 127 of the Mandatory Provisions) |
| --- | --- |
– 58 –
APPENDIX
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| Article
149143 | The Company shall, with the prior approval of general meeting, enter into a contract in writing with a director or supervisor wherein his emoluments are stipulated, including:
(1) emoluments in respect of his service as director, supervisor or senior management officer of the Company;
(2) emoluments in respect of his service as director, supervisor or senior management officer of any subsidiary of the Company;
(3) emoluments in respect of the provisions of other services in connection with the management of the affairs of the Company and any of its subsidiaries;
(4) Payment by way of compensation for loss of office, or his retirement from office of such director or supervisor.
Except under a contract entered into in accordance with the foregoing, no proceedings may be brought by a director, supervisor against the Company for interests due to him in respect of the above matters.
(Article 128 of the Mandatory Provisions) |
| --- | --- |
– 59 –
APPENDIX
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
| Article 150144 | The contract concerning the emoluments between the Company and its directors or supervisors should provide that in the event of a takeover of the Company, the Company's directors and supervisors shall, subject to the prior approval of the general meeting, have the right to receive compensation or other payment in respect of his loss of office or retirement. A “takeover of the Company” referred to in this paragraph means any of the following: (1) an offer made by any person to all shareholders; (2) an offer made by any person with a view to the offeror becoming a “controlling shareholder” within the meaning set out in Article 59 in these Articles. If the relevant director or supervisor does not comply with the above, any sum so received by him shall belong to those persons who have sold their shares as a result of the said offer made. The expenses incurred in distributing that sum on pro rata amongst those persons shall be borne by the relevant director or supervisor and shall not be paid out of the sum distributed. (Article 129 of the Mandatory Provisions) |
|---|---|
| Article 201 | The Company shall act according to following principles to settle disputes: (1) Whenever any disputes or claims arising between holders of overseas listed foreign shares and the Company, between holders of overseas listed foreign shares and the Company's directors, supervisors, general manager or other senior management officers, or between holders of overseas listed foreign shares and holders of domestic shares based on these Articles of Association or any rights or obligations conferred by the Company Law and other relevant laws and administrative regulations concerning the affairs of the Company, such disputes or claims shall be referred by the relevant parties to arbitration. Where a dispute or claim of rights mentioned above is referred to arbitration, the entire claim or dispute must be referred to arbitration, and all parties who have a cause of action based on the same facts giving rise to the dispute or claim or whose participation is necessary for the resolution of such dispute or claim shall abide by the arbitration, provided that such parties shall be the Company or the Company's shareholder, director, supervisor, general manager or other senior management officer. |
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APPENDIX
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
| Disputes in relation to the definition of shareholders and disputes in relation to the register of shareholders need not be resolved by arbitration. | |
|---|---|
| (2) | A claimant may elect arbitration at either the China International Economic and Trade Arbitration Commission in accordance with its arbitration rules or the Hong Kong International Arbitration Center in accordance with its securities arbitration rules. Once a claimant refers a dispute or claim to arbitration, the other party must submit to the arbitral body elected by the claimant. |
| If a claimant elects arbitration at Hong Kong International Arbitration Center, any party to the dispute or claim may apply for a hearing to take place in Shenzhen in accordance with the securities arbitration rules of the Hong Kong International Arbitration Center. | |
| (3) | If any disputes or claims of rights are settled by way of arbitration in accordance with clause (1) above, the laws of the People’s Republic of China shall apply, save as otherwise provided by laws and administrative regulations. |
| (4) | The award of an arbitration body shall be final and conclusive and binding on all parties. |
| (Article 163 of the Mandatory Provisions) |
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NOTICE OF ANNUAL GENERAL MEETING
西安海天天綫科技股份有限公司
XI'AN HAITIAN ANTENNA TECHNOLOGIES CO., LTD.*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 8227)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Xi'an Haitian Antenna Technologies Co., Ltd. (the "Company") will be held at Conference Room, Level 3, No.25 Shuoshi Road, Hi-tech Industrial Development Zone, Xi'an, Shaanxi Province, the People's Republic of China (the "PRC") on 27 June 2025 at 2:30 p.m., for the purpose of considering, and if thought fit, with or without modifications, passing the resolutions set out below:
ORDINARY RESOLUTIONS
- To consider and, if thought fit, to approve the report of the board (the "Board") of directors (the "Directors") of the Company for the year ended 31 December 2024.
- To consider and, if thought fit, to approve the report of the supervisory committee (the "Supervisory Committee", its members are collectively referred to the "Supervisors") of the Company for the year ended 31 December 2024.
- To consider and, if thought fit, to approve the audited consolidated financial statements and the report of the auditor of the Company for the year ended 31 December 2024.
- To re-appoint SHINEWING Certified Public Accountants LLP as the auditor of the Company and to authorise the Board to fix its remuneration.
-
To consider and, if thought fit, to approve the re-election of Mr. Xiao Bing as an executive Director of the ninth session of the Board for a term of 3 years commencing from 28 June 2025 to 27 June 2028.
-
For identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
-
To consider and, if thought fit, to approve the re-election of Mr. Chen Ji as an executive Director of the ninth session of the Board for a term of 3 years commencing from 28 June 2025 to 27 June 2028.
-
To consider and, if thought fit, to approve the re-election of Mr. Li Wenqi as a non-executive Director of the ninth session of the Board for a term of 3 years commencing from 28 June 2025 to 27 June 2028.
-
To consider and, if thought fit, to approve the re-election of Mr. Zuo Hong as a non-executive Director of the ninth session of the Board for a term of 3 years commencing from 28 June 2025 to 27 June 2028.
-
To consider and, if thought fit, to approve the re-election of Mr. Sun Yikuan as a non-executive Director of the ninth session of the Board for a term of 3 years commencing from 28 June 2025 to 27 June 2028.
-
To consider and, if thought fit, to approve the re-election of Mr. Chen Ren as a non-executive Director of the ninth session of the Board for a term of 3 years commencing from 28 June 2025 to 27 June 2028.
-
To consider and, if thought fit, to approve the re-election of Mr. Liu Lidong as an independent non-executive Director of the ninth session of the Board for a term of 3 years commencing from 28 June 2025 to 27 June 2028.
-
To consider and, if thought fit, to approve the appointment of Ms. Wang Qian as an independent non-executive Director of the ninth session of the Board for a term of 3 years commencing from 28 June 2025 to 27 June 2028.
-
To consider and, if thought fit, to approve the appointment of Mr. Zhang Yi as an independent non-executive Director of the ninth session of the Board for a term of 3 years commencing from 28 June 2025 to 27 June 2028.
-
63 -
NOTICE OF ANNUAL GENERAL MEETING
-
To authorise the Board to enter into the service agreements with the Directors of the ninth session of the Board with the terms and conditions which it, in its absolute discretion, may deem appropriate, and to do all such acts and things which it, in its absolute discretion, may deem necessary or desirable in connection with the re-election and appointment of the Directors of the ninth session of the Board.
-
To authorise the Board to fix the remuneration of the Directors of the ninth session of the Board.
SPECIAL RESOLUTIONS
16. "THAT
(a) there be granted to the Board a general and unconditional mandate to allot, issue and deal with additional shares in the capital of the Company ("Additional Shares"), whether domestic shares or H shares, and to make or grant offers or agreements in respect thereof, subject to the following conditions:
(i) such mandate shall not extend beyond the Relevant Period (as defined below) save that the Board may during the Relevant Period make or grant offers or agreements which might require the exercise of such powers after the end of the Relevant Period;
(ii) the aggregate number of Additional Shares allotted or agreed conditionally or unconditionally to be allotted by the Board, otherwise than pursuant to any scrip dividends or similar arrangement providing for the allotment of Additional Shares in lieu of the whole or part of a dividend in accordance with the articles of association of the Company (the "Articles of Association"), shall not exceed: (aa) 20% of the aggregate number of domestic shares of the Company in issue; and (bb) 20% of the aggregate number of H shares of the Company in issue, in each case as at the date of passing of this resolution; and
(iii) the Board will only exercise its power under such mandate in accordance with the relevant requirements of the Rules Governing the Listing of Securities on GEM ("GEM") of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") (as amended from time to time), the Articles of Association and the applicable laws and regulations of the PRC.
For the purposes of special resolution no.16 above:
NOTICE OF ANNUAL GENERAL MEETING
"Relevant Period" means the period from the date of 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 12-month period from the date of passing of this resolution; or
(iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and
(b) contingent on the Board resolving to issue Additional Shares pursuant to paragraph (a) of this resolution, authorise the Board to:
(i) 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 Additional Shares including, without limitation, the time, price, quantity and place of issue, making all necessary applications to the relevant authorities, and entering into an underwriting agreement (or any other agreement);
(ii) determine the use of proceeds and make all necessary filings to the relevant authorities in the PRC and/or Hong Kong (if required);
(iii) increase the registered capital of the Company in accordance with the actual increase of capital by issuing Additional Shares pursuant to paragraph (a) of this resolution, and register the increased registered capital with the relevant authorities in the PRC; and
(iv) make such amendments to the Articles of Association accordingly as it thinks fit so as to reflect the new capital and/or new capital structure of the Company."
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NOTICE OF ANNUAL GENERAL MEETING
17. "THAT
(a) the amendments of the Articles of Association as more particularly described in the circular of the Company dated 5 June 2025 (the “Circular”) be and is hereby approved; and
(b) the Board be and is hereby authorised to make such adjustments or other amendments to the Articles of Association as it considers necessary or otherwise appropriate in connection with the proposed amendments or as may be required by the relevant regulatory authorities, and to file the amended Articles of Association with the relevant authorities for approval, endorsement and/or registration as appropriate, and to do or authorise doing all such acts, matters and things as it may in its absolute discretion consider necessary, expedient or desirable to give effect to and implement the amendments to the Articles of Association.”
Yours faithfully,
By order of the Board
Xi’an Haitian Antenna Technologies Co., Ltd.*
Xiao Bing
Chairman
Xi’an, the PRC, 5 June 2025
- 66 -
NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
The register of members of the Company shall be closed from 24 June 2025 to 27 June 2025 (both days inclusive), during which period no transfer of shares of the Company can be registered. Holders of domestic shares and H shares whose names appear on the register of members of the Company on 24 June 2025 shall be entitled to attend and vote at the AGM convened by the above notice and may appoint one or more proxies in writing to attend and vote on their behalves. In order to qualify to attend and vote at the AGM, all instruments of transfer must be delivered to the Company's head office at No.25 Shuoshi Road, Hi-tech Industrial Development Zone, Xi'an, Shaanxi Province, the PRC (Post Code: 710119) (for holders of domestic shares), or the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712 - 1716, 17 Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares), no later than 4:30 p.m. on 23 June 2025.
-
A proxy form for the AGM is herewith enclosed. To be valid, the proxy form must be completed in accordance with the instructions printed thereon and returned to the Company's head office at No.25 Shuoshi Road, Hi-tech Industrial Development Zone, Xi'an, Shaanxi Province, the PRC (Post Code: 710119) (for holders of domestic shares), or the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H shares), as soon as possible but in any event not less than 24 hours before the time appointed for the holding the AGM or any adjournment thereof (as the case may be). If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be returned at the same time as mentioned in the proxy form. The proxy need not be a member of the Company.
-
Members of the Company or their proxies shall produce their identity documents when attending the AGM.
-
Members of the Company or their proxies attending the AGM should state clearly, in respect of each resolution requiring a vote, whether they are voting for or against a resolution. Abstention votes will not be regarded by the Company as having voting rights for the purpose of vote counts.
-
for identification purpose only
-
67 -