| 2021-09-06 |
温馨提示：
美股因劳工节，9月6日休市一天
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| 2021-09-06 |
详情>>
股本变动：
变动后总股本158057.38万股
变动原因 ▼▲
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| 2019-11-12 |
详情>>
业绩披露：
2019年三季报(累计)每股收益0.14美元,归母净利润1.46亿美元,同比去年增长35.72%
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| 2019-08-08 |
详情>>
业绩披露：
2019年中报每股收益0.03美元,归母净利润3081.10万美元,同比去年增长-61.95%
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| 2019-05-23 |
股东大会：
将于2019-06-21召开股东大会
会议内容 ▼▲
- ORDINARY BUSINESSES
1.To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (‘‘Director(s)’’) and the auditors of the Company for the year ended 31 December 2018.
2.
(a)To re-elect Dr. Liang Mong Song as an executive Director.
(b)To re-elect Mr. Zhou Jie as a non-executive Director.
(c)To re-elect Mr. Ren Kai as a non-executive Director.
(d)To re-elect Dr. Chiang Shang-Yi as an independent non-executive Director.
(e)To re-elect Dr. Cong Jingsheng Jason as an independent non-executive Director.
(f)To re-elect Professor Lau Lawrence Juen-Yee as an independent non- executive Director.
(g)To re-elect Fan Ren Da Anthony as an independent non-executive Director
(h)To authorize the board of Directors (the ‘‘Board’’) to fix their remuneration.
3.To re-appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the auditors of the Company for Hong Kong financial reporting and U.S. financial reporting purposes, respectively, and to authorise the audit committee of the Board to fix their remuneration.
SPECIAL BUSINESSES
To consider and, if thought fit, to pass with or without modification the following ordinary resolutions:
4.‘‘THAT:
(A)subject to paragraph (B) below, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares (as defined below) and to make, issue or grant offers, agreements, options, warrants and other securities which will or might require Shares to be allotted, issued, granted, distributed or otherwise dealt with during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved;
(B)the aggregate number of shares allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, conversion or otherwise) by the Board pursuant to the approval in paragraph (A) above, otherwise than pursuant to:
(i)a Rights Issue (as defined below);
(ii)any option scheme or similar arrangement for the time being adopted for the grant or issue to the Directors and/or officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares, including without limitation pursuant to the Company’s (i)2004 Stock Option Plan, 2004 Employee Stock Purchase Plan and 2004 Equity Incentive Plan; and (ii) 2014 Stock Option Plan, 2014 Employee Stock Purchase Plan and 2014 Equity Incentive Plan adopted by the Company at the annual general meeting of the Company held on 13 June 2013;
(iii)the exercise of rights of subscription or conversion under the terms of any warrant issued by the Company or any securities which are convertible into Shares;
(iv)any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the articles of association of the Company (the ‘‘Articles of Association’’) from time to time,
shall not exceed the aggregate of:
(a)twenty per cent. of the number of issued shares of the Company as at the date of passing this Resolution 4 (the‘‘Issue Mandate Limit’’);
(b)(if the Board is so authorized by a separate resolution of the shareholders of the Company) the aggregate number of shares of the Company purchased by the Company subsequent to the passing of this Resolution 4 (up to a maximum equivalent to ten per cent. of the number of issued shares of the Company as at the date of passing this Resolution 4), and the said approval shall be limited accordingly;
(C)for the purposes of calculating the number of Shares that may be issued under the Issue Mandate Limit, the number of new Shares allotted and issued upon the exercise of any right to subscribe for or purchase Shares attached to any Shares (‘‘Convertible Shares’’) issued pursuant to this resolution shall, to the extent of the amount of the aggregate number of such new Shares to be issued that is equal to the aggregate number of such Convertible Shares and provided that such Convertible Shares are cancelled on or after the issue of such new Shares, be disregarded;
(D)for the purpose of this Resolution 4 :
(i)‘‘Relevant Period’’ means the period from (and including) the date of passing this Resolution 4 until the earlier of:
(a)the conclusion of the next annual general meeting of the Company;
(b)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by law to be held;
(c)the revocation or variation of the authority given under this Resolution 4 by an ordinary resolution of the shareholders of the Company in a general meeting;
(ii)‘‘Rights Issue’’ means an offer of Shares open for a period fixed by the Board to holders of Shares on the register of members (and, if appropriate, to the holders of warrants and other securities which carry a right to subscribe or purchase shares in the Company on the relevant register) on a fixed record date in proportion to their then holdings of such Shares (and, if appropriate, such warrants and other securities) (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any jurisdiction or territory applicable to the Company);
(iii)‘‘Common Shares’’ means the common shares of par value U$0.004 each in the capital of the Company;
(iv)‘‘Preferred Shares’’ means the preferred shares of par value of US$0.004 each in capital of the Company;
(v)‘‘Shares’’ means shares of all classes in the capital of the Company (including but not limited to Common Shares and Preferred Shares) and warrants and other securities which carry a right to subscribe for or purchase shares in the Company.’’
5.‘‘THAT:
(A)subject to paragraph (B) below, the exercise by the Board during the Relevant Period of all the powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which the Shares may be listed and which is recognised for this purpose by the Hong Kong Securities and Futures Commission and the Stock Exchange, in accordance with all applicable laws, including the Hong Kong Code on Share Buy-backs and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time), be and is hereby generally and unconditionally approved;
(B)the aggregate number of Shares which may be purchased or agreed conditionally or unconditionally to be purchased pursuant to the approval in paragraph (A) above shall not exceed ten per cent. of the number of issued shares of the Company as at the date of passing of this Resolution 5, and the said approval shall be limited accordingly;
(C)for the purpose of this Resolution 5 :
(i)‘‘Relevant Period’’ means the period from (and including) the passing of this Resolution 5 until the earlier of:
(a)the conclusion of the next annual general meeting of the Company;
(b)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or by law to be held;
(c)the revocation or variation of the authority given under this Resolution 5 by an ordinary resolution of the shareholders of the Company in a general meeting;
(ii)‘‘Shares’’ means shares of all classes in the capital of the Company (including but not limited to common shares of par value US$0.004 each in the capital of the Company and preferred shares of par value US$0.004 each in the capital of the Company).’’
6.‘‘THAT, conditional on the passing of Resolutions 4 and 5, the exercise by the Board of the powers referred to in paragraph (A) of Resolution 4 in respect of the share capital of the Company referred to in sub-paragraph (b) of paragraph (B) of Resolution 4, be and is hereby approved and authorized.’’
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| 2019-05-08 |
详情>>
业绩披露：
2019年一季报每股收益0.01美元,归母净利润1227.20万美元,同比去年增长-58.23%
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| 2019-04-30 |
详情>>
业绩披露：
2018年年报每股收益0.03美元,归母净利润1.34亿美元,同比去年增长-25.39%
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| 2019-02-15 |
详情>>
业绩披露：
2017年年报每股收益0.04美元,归母净利润1.80亿美元,同比去年增长-52.29%
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| 2019-02-14 |
财报披露：
美东时间 2019-02-14 盘前发布财报
|
| 2018-12-20 |
股东大会：
将于2019-01-11召开股东大会
会议内容 ▼▲
- ORDINARY RESOLUTIONS
1.(a)the centralised fund management agreement dated 29 November 2018 (the “SMNC Centralised Fund Management Agreement”) and entered into among the Company, Semiconductor Manufacturing International (Beijing) Corporation and Semiconductor Manufacturing North China (Beijing) Corporation, a copy of which having been produced to the EGM marked “A” and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(b)the SMNC Centralised Fund Management Agreement annual caps for the three years ending 31 December 2019, 31 December 2020 and 31 December 2021, respectively be and are hereby approved and confirmed;
(c)any director(s) of the Company be and is hereby authorised, for and on behalf of the Company, to enter into any agreement, deed or instrument and/ or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with (i) the implementation and completion of the SMNC Centralised Fund Management Agreement and transactions contemplated thereunder, and/or (ii) any amendment, variation or modification of the SMNC Centralised Fund Management Agreement and the transactions contemplated thereunder upon such terms and conditions as the board of directors of the Company may think fit.
2.(a)the centralised fund management agreement dated 6 December 2018 (the ‘‘SJ Cayman Centralised Fund Management Agreement’’) and entered into among the Company, Semiconductor Manufacturing International (Beijing) Corporation and SJ Semiconductor Corporation, a copy of which having been produced to the EGM marked ‘‘B’’ and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(b)the SJ Cayman Centralised Fund Management Agreement annual caps for the three years ending 31 December 2019, 31 December 2020 and 31 December 2021, respectively be and are hereby approved and confirmed;
(c)any director(s) of the Company be and is hereby authorised, for and on behalf of the Company, to enter into any agreement, deed or instrument and/ or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with (i) the implementation and completion of the SJ Cayman Centralised Fund Management Agreement and transactions contemplated thereunder, and/or (ii) any amendment, variation or modification of the SJ Cayman Centralised Fund Management Agreement and the transactions contemplated thereunder upon such terms and conditions as the board of directors of the Company may think fit.
3.(a)the proposed grant of 187,500 restricted share units (‘‘RSUs’’) to Professor Lau Lawrence Juen-Yee, an independent non-executive director of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and subject to all applicable laws, rules, regulations and the other applicable documents, be and is hereby approved and confirmed;
(b)any director(s) of the Company be and is hereby authorised to exercise the powers of the Company to allot and issue the Shares of the Company pursuant to the proposed RSU grant under the specific mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 13 June 2013 in accordance with the terms of the 2014 Equity Incentive Plan and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.”
4.(a)the proposed grant of 187,500 RSUs to Mr. Fan Ren Da Anthony, an independent non-executive director of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and subject to all applicable laws, rules, regulations and the other applicable documents, be and is hereby approved and confirmed;
(b)any director(s) of the Company be and is hereby authorised to exercise the powers of the Company to allot and issue the Shares of the Company pursuant to the proposed RSU grant under the specific mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 13 June 2013 in accordance with the terms of the 2014 Equity Incentive Plan and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.
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| 2018-11-07 |
详情>>
业绩披露：
2018年三季报(累计)每股收益0.11美元,归母净利润1.08亿美元,同比去年增长-18.51%
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| 2018-10-24 |
股东大会：
将于2018-11-07召开股东大会
会议内容 ▼▲
- ORDINARY RESOLUTIONS
1.(a)To approve, confirm and ratify the framework agreement dated 11 June 2018 (the “Framework Agreement”) entered into between the Company and Semiconductor Manufacturing South China Corporation and the transactions contemplated thereunder;
(b)To approve and confirm the Framework Agreement annual caps for the two years ending 31 December 2018 and 2019, respectively;
(c)To authorise any director(s) of the Company, for and on behalf of the Company, to enter into any agreement, deed or instrument and/or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with (i) the implementations and completion of the Framework Agreement and the transactions contemplated thereunder and/or (ii) any amendment, variation or modification of the Framework Agreement upon such terms and conditions as the board of directors of the Company may think fit.
2.(a)To approve, confirm and ratify the centralised fund management agreement dated 1 June 2017 (the “Centralised Fund Management Agreement”) and entered into between the Company, Semiconductor Manufacturing International (Beijing) Corporation and Semiconductor Manufacturing South China Corporation and the transactions contemplated thereunder;
(b)To approve and confirm the Centralised Fund Management Agreement annual caps for the three years ending 31 December 2018, 31 December 2019 and 31 December 2020, respectively;
(c)To authorise any director(s) of the Company, for and on behalf of the Company, to enter into any agreement, deed or instrument and/or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with (i) the implementation and completion of the Centralised Fund Management Agreement and the transactions contemplated thereunder, and/or (ii) any amendment, variation or modification of the Centralised Fund Management Agreement and the transactions contemplated thereunder upon such terms and conditions as the board of directors of the Company may think fit.
3.(a)To approve and confirm the proposed grant of 62,500 restricted share units (“RSUs”) to Mr. Lip-Bu Tan, a former independent non-executive director of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and subject to all applicable laws, rules, regulations and the other applicable documents;
(b)To approve and confirm the proposed grant of 125,000 RSUs to Dr. Chen Shanzhi, a non-executive director of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and subject to all applicable laws, rules, regulations and the other applicable documents;
(c)To approve and confirm the proposed grant of 87,500 RSUs to Mr. William Tudor Brown, an independent non-executive director of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and subject to all applicable laws, rules, regulations and the other applicable documents;
(d)To authorise any director(s) of the Company to exercise the powers of the Company to allot and issue the shares of the Company pursuant to the proposed RSU grant under the specific mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 13 June, 2013, in accordance with the terms of the 2014 Equity Incentive Plan and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.
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| 2018-09-04 |
详情>>
业绩披露：
2018年中报每股收益0.02美元,归母净利润8097.60万美元,同比去年增长-23.65%
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| 2018-08-09 |
财报披露：
美东时间 2018-08-09 盘后发布财报
|
| 2018-05-09 |
财报披露：
美东时间 2018-05-09 盘前发布财报
|
| 2018-05-09 |
详情>>
业绩披露：
2018年一季报每股收益0.03美元,归母净利润2937.70万美元,同比去年增长-57.91%
|
| 2018-03-07 |
股东大会：
将于2018-03-27召开股东大会
会议内容 ▼▲
- ORDINARY RESOLUTIONS
To consider and, if thought fit, to pass with or without modification the following ordinary resolution:
1.THAT:
(a)the joint venture agreement dated 30 January 2018 (the ‘‘Joint Venture Agreement’’) entered into among SMIC Holdings Corporation (‘‘SMIC Holdings’’), Semiconductor Manufacturing International (Shanghai) Corporation (‘‘SMIC Shanghai’’), China Integrated Circuit Industry Investment Fund Co., Ltd. (‘‘China IC Fund’’) and Shanghai Integrated Circuit Industry Investment Fund Co., Ltd. (‘‘Shanghai IC Fund’’) in relation to the proposed capital contribution (the ‘‘Capital Contribution’’) to the registered capital of Semiconductor Manufacturing South China Corporation (‘‘SMSC’’), a copy of the Joint Venture Agreement having been produced to the EGM marked ‘‘A’’ and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(b)the capital contribution agreement (the ‘‘Capital Contribution Agreement’’) dated 30 January 2018 entered into among SMIC Holdings, SMIC Shanghai, China IC Fund and Shanghai IC Fund in relation to the Capital Contribution, a copy of the Capital Contribution Agreement having been produced to the EGM marked ‘‘B’’ and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
(c)any director(s) of the Company be and is/are hereby authorised, for and on behalf of the Company, to enter into any agreement, deed or instrument and/ or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with (i) the implementations and completion of the Joint Venture Agreement, the Capital Contribution Agreement and transactions contemplated thereunder; and/or (ii) any amendment, variation or modification of the Joint Venture Agreement, the Capital Contribution Agreement and the transactions contemplated thereunder upon such terms and conditions as the board of directors of the Company may think fit.’’
|
| 2018-01-19 |
股东大会：
将于2018-02-08召开股东大会
会议内容 ▼▲
- ORDINARY RESOLUTIONS
To consider and, if thought fit, to pass with or without modification the following ordinary resolution:
1.THAT:
(a)the framework agreement dated 6 December 2017 (the ‘‘Framework Agreement’’) and entered into between the Company and Semiconductor Manufacturing North China (Beijing) Corporation in relation to the supply of goods, rendering of or receiving services, leasing of assets, transfer of assets, provision of technical authorisation or licensing and provision of guarantee, a copy of the Framework Agreement having been produced to the EGM marked ‘‘A’’ and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereby in relation to the supply of goods, rendering of or receiving services, leasing of assets, transfer of assets and provision of guarantee be and are hereby approved, confirmed and ratified, and the annual caps in respect of the Framework Agreement for the three years ending 31 December 2018, 2019 and 2020 respectively are hereby approved and confirmed;
(b)any director(s) of the Company be and is/are hereby authorised, for and on behalf of the Company, to enter into any agreement, deed or instrument and/ or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with (i) the implementations and completion of the Framework Agreement and transactions contemplated thereunder and/or (ii) any amendment, variation or modification of the Framework Agreement and the transactions contemplated thereunder upon such terms and conditions as the board of directors of the Company may think fit.
|
| 2017-11-28 |
复牌提示：
2017-11-28 09:36:03 停牌，复牌日期 2017-11-29 07:14:38
|
| 2017-09-18 |
股东大会：
将于2017-09-29召开股东大会
会议内容 ▼▲
- ORDINARY RESOLUTIONS
To consider and, if thought fit, to pass with or without modification the following ordinary resolutions:
1.‘‘THAT:
(a)the amended and restated joint venture agreement dated 10 August 2017 (the ‘‘Amendment JV Agreement’’) entered into between the Company, Semiconductor Manufacturing International (Beijing) Corporation, SMIC Holdings Corporation, China Integrated Circuit Industry Investment Fund Co., Ltd.*, Beijing Semiconductor Manufacturing and Equipment Equity Investment Center (Limited Partnership), Beijing Industrial Developing Investment Management Co., Ltd., Zhongguancun Development Group and E-Town Capital International Investment & Development Co., Ltd. in relation to further capital contributions towards Semiconductor Manufacturing North China (Beijing) Corporation, a copy of the Amendment JV Agreement has been produced to the EGM marked ‘‘A’’ and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;
(b)the capital increase and subscription agreement dated 10 August 2017 (the ‘‘Capital Increase Agreement’’) entered into between the Company, Semiconductor Manufacturing International (Beijing) Corporation, SMIC Holdings Corporation, China Integrated Circuit Industry Investment Fund Co., Ltd.*, Beijing Semiconductor Manufacturing and Equipment Equity Investment Center (Limited Partnership), Beijing Industrial Developing Investment Management Co., Ltd., Zhongguancun Development Group, E-Town Capital International Investment & Development Co., Ltd. and Semiconductor Manufacturing North China (Beijing) Corporation, a copy of the Capital Increase Agreement has been produced to the EGM marked ‘‘B’’ and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;
(c)any director(s) of the Company be and is/are hereby authorised, for and on behalf of the Company, to enter into any agreement, deed or instrument and/ or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with (i) the implementations and completion of the Amendment JV Agreement, the Capital Increase Agreement and transactions contemplated thereunder; and/or (ii) any amendment, variation or modification of the Amendment JV Agreement, the Capital Increase Agreement and the transactions contemplated thereunder upon such terms and conditions as the board of directors of the Company may think fit.
2.THAT:
(a)the proposed grant of 1,054,659 restricted share units (‘‘RSUs’’) to Dr. Tzu- Yin Chiu, the former Chief Executive Officer of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and subject to all applicable laws, rules, regulations and the other applicable documents, be hereby approved and confirmed;
(b)any director of the Company be and is hereby authorised to exercise the powers of the Company to allot and issue the Ordinary Shares of the Company pursuant to the proposed RSU grant under the specific mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 13 June 2013 in accordance with the terms of the 2014 Equity Incentive Plan and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.
3.THAT:
(a)the proposed grant of 1,687,500 restricted share units (‘‘RSUs’’) to Dr. Haijun Zhao, the Chief Executive Officer of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and subject to all applicable laws, rules, regulations and the other applicable documents, be hereby approved and confirmed;
(b)any director of the Company be and is hereby authorised to exercise the powers of the Company to allot and issue the Ordinary Shares of the Company pursuant to the proposed RSU grant under the specific mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 13 June 2013 in accordance with the terms of the 2014 Equity Incentive Plan and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.’’
4.‘‘THAT:
(a)the proposed grant of 187,500 restricted share units (‘‘RSUs’’) to Dr. Tzu- Yin Chiu, a non-executive Director of the Company, in accordance with the terms of the 2014 Equity Incentive Plan, and subject to all applicable laws, rules, regulations and the other applicable documents, be hereby approved and confirmed;
(b)any director of the Company be and is hereby authorised to exercise the powers of the Company to allot and issue the Ordinary Shares of the Company pursuant to the proposed RSU grant under the specific mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 13 June 2013 in accordance with the terms of the 2014 Equity Incentive Plan and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the transactions contemplated pursuant to the proposed RSU grant.’’
|
| 2017-09-01 |
股东大会：
将于2017-06-23召开股东大会
|
| 2017-09-01 |
详情>>
业绩披露：
2017年中报每股收益0.02美元,归母净利润1.06亿美元,同比去年增长-33.32%
|
| 2017-08-09 |
财报披露：
美东时间 2017-08-09 盘前发布财报
|
| 2017-05-11 |
财报披露：
美东时间 2017-05-11 盘前发布财报
|
| 2017-04-27 |
详情>>
业绩披露：
2016年年报每股收益0.09美元,归母净利润3.77亿美元,同比去年增长48.62%
|
| 2017-04-27 |
详情>>
业绩披露：
2014年年报每股收益0.05美元,归母净利润1.53亿美元,同比去年增长-11.67%
|
| 2016-12-09 |
详情>>
业绩披露：
2015年年报每股收益0.01美元,归母净利润2.53亿美元,同比去年增长65.66%
|
| 2016-12-07 |
股东大会：
将于2016-12-06召开股东大会
会议内容 ▼▲
- (1)the exercise prices of the Options and the number of Consolidated Shares to be allotted and issued under the outstanding Options pursuant to the terms and conditions of the Options and under the terms and conditions of the Share Option Schemes of the Company granting such Options;
(2)the par value of Shares to be received by the relevant grantee on the date of vesting of the relevant award of Restricted Share Units and the number of Consolidated Shares to be issued pursuant to the terms and conditions of the awards of unvested Restricted Share Units and under the terms and conditions of the Equity Incentive Plans of the Company governing the granting of such Restricted Share Units;
(3)the conversion price of the Convertible Bonds and the number of Consolidated Shares to be issued pursuant to the terms and conditions of the Convertible Bonds.
|
| 2016-05-16 |
股东大会：
将于2016-06-24召开股东大会
|
| 2015-08-12 |
财报披露：
美东时间 2015-08-12 盘前发布财报
|
| 2014-10-22 |
股东大会：
将于2014-11-05召开股东大会
会议内容 ▼▲
- 1. (a)To approve, confirm and ratify the Datang Pre-emptive Share Subscription Agreement in relation to the issue of the Datang Pre-emptive Shares and the transactions contemplated thereby.
(b)To approve the issue of the Datang Pre-emptive Shares to Datang pursuant to the terms and conditions of the Datang Pre-emptive Share Subscription Agreement.
(c)To approve, confirm and ratify the Datang Pre-emptive Bond Subscription Agreement in relation to the issue of the Datang Pre-emptive Bonds and the transactions contemplated thereby.
(d)To approve, subject to the completion of the Datang Pre-emptive Bond Subscription Agreement, the creation and issue of the Datang Pre-emptive Bonds to Datang pursuant to the terms and conditions of the Datang Pre-emptive Bond Subscription Agreement.
(e)To approve the Datang Supplemental Agreement in relation to amendments of the pre-emptive rights provision in the Datang Share Purchase Agreement.
(f)To authorise and grant a specific mandate to the directors of the Company to allot, issue and deal with the Datang Pre-emptive Shares and the Datang Conversion Shares upon exercise of the conversion rights attaching to the Datang Pre-emptive Bonds on and subject to the terms and conditions of the Datang Pre-emptive Share Subscription Agreement, the Datang Pre-emptive Bond Subscription Agreement and the Datang Pre-emptive Bonds.
(g)To authorise any director(s) of the Company to enter into any agreement, deed or instrument and/or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider to be necessary, desirable or expedient for the purpose of, or in connection with (i) the implementations and completion of the Datang Pre-emptive Share Subscription Agreement, the Datang Pre-emptive Bond Subscription Agreement, the Datang Supplemental Agreement and transactions contemplated thereunder and/or (ii) any amendment, variation or modification of the Datang Pre-emptive Share Subscription Agreement, the Datang Pre-emptive Bond Subscription Agreement, the Datang Supplemental Agreement and the transactions contemplated thereunder.
2. (a)To approve, confirm and ratify the Country Hill Pre-emptive Subscription Agreement in relation to the issue of the Country Hill Pre-emptive Shares and the transactions contemplated thereby.
(b)To approve the issue of the Country Hill Pre-emptive Shares to Country Hill pursuant to the terms and conditions of the Country Hill Pre-emptive Subscription Agreement.
(c)To authorise and grant a specific mandate to the directors of the Company to allot, issue and deal with Country Hill Pre-emptive Shares, on and subject to the terms and conditions of the Country Hill Pre-emptive Subscription Agreement.
(d)To authorise any directors(s) of the Company to enter into any agreement, deed or instrument and/or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider to be necessary, desirable or expedient for the purpose of, or in connection with (i) the implementations and completion of the Country Hill Pre-emptive Subscription Agreement and transactions contemplated thereunder and/or (ii) any amendment, variation or modification of the Country Hill Pre-emptive Subscription Agreement and the transactions contemplated thereunder.
|
| 2014-06-04 |
股东大会：
将于2014-06-27召开股东大会
会议内容 ▼▲
- 1. To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (“Director(s)”) and the auditors of the Company for the year ended 31 December 2013.
2. a.To re-elect Mr. Zhang Wenyi as an executive Director.
b.To re-elect Dr. Tzu-Yin Chiu as an executive Director.
c.To re-elect Dr. Gao Yonggang as an executive Director.
d.To re-elect Mr. William Tudor Brown as an independent non-executive Director.
e.To re-elect Mr. Sean Maloney as an independent non-executive Director.
f.To authorize the board of Directors (the “Board”) to fix their remuneration.
3. To appoint Messrs. PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP as the auditors of the Company for Hong Kong financial reporting and U.S. financial reporting purposes, respectively, and to authorise the audit committee of the Board to fix their remuneration.
4. a.subject to paragraph (B) below, the exercise by the Board during the Relevant Period (as defined below) of all the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares (as defined below) and to make, issue or grant offers, agreements, options, warrants and other securities which will or might require Shares to be allotted, issued, granted, distributed or otherwise dealt with during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved;
b. the aggregate nominal amount of share capital allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, conversion or otherwise) by the Board pursuant to the approval in paragraph (A) above, otherwise than pursuant to:
i.a Rights Issue (as defined below);
ii.any option scheme or similar arrangement for the time being adopted for the grant or issue to the Directors and/or officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares, including without limitation pursuant to the Company’s (i) 2004 Stock Option Plan, 2004 Employee Stock Purchase Plan and 2004 Equity Incentive Plan, and (ii) 2014 Stock Option Plan, 2014 Employee Stock Purchase Plan and 2014 Equity Incentive Plan (“2014 Equity Incentive Plan”) adopted by the Company at the annual general meeting of the Company held on 13 June 2013 (“2013 AGM”);
iii.the exercise of rights of subscription or conversion under the terms of any warrant issued by the Company or any securities which are convertible into Shares;
iv.any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the articles of association of the Company (the “Articles of Association”) from time to time,shall not exceed the aggregate of:
a.twenty per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution 4 (the “Issue Mandate Limit”);
b.(if the Board is so authorized by a separate resolution of the shareholders of the Company) the aggregate nominal amount of share capital of the Company purchased by the Company subsequent to the passing of this Resolution 4 (up to a maximum equivalent to ten per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution 4),and the said approval shall be limited accordingly;
c.for the purposes of calculating the number of Shares that may be issued under the Issue Mandate Limit, the number of new Shares allotted and issued upon the exercise of any right to subscribe for or purchase Shares attached to any Shares (“Convertible Shares”) issued pursuant to this resolution shall, to the extent of the amount of the aggregate nominal share capital of such new Shares to be issued that is equal to the aggregate nominal share capital of such Convertible Shares and provided that such Convertible Shares are cancelled on or after the issue of such new Shares, be disregarded;
d. for the purpose of this Resolution 4:
1. Relevant period means the period from (and including) the date of passing this Resolution 4 until the earlier of：
a.the conclusion of the next annual general meeting of the Company;
b.the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by law to be held;
c.the revocation or variation of the authority given under this Resolution 4 by an ordinary resolution of the shareholders of the Company in a general meeting;
2. Rights Issue means an offer of Shares open for a period fixed by the Board to holders of Shares on the register of members (and, if appropriate, to the holders of warrants and other securities which carry a right to subscribe or purchase shares in the Company on the relevant register) on a fixed record date in proportion to their then holdings of such Shares (and, if appropriate, such warrants and other securities) (subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any jurisdiction or territory applicable to the Company);
3. Ordinary Shares means the ordinary shares of par value U$0.0004 each in the capital of the Company;
4. Preferred Shares” means the preferred shares of par value of US$0.0004 each in capital of the Company;
5. Shares means shares of all classes in the capital of the Company (including but not limited to Ordinary Shares and Preferred Shares) and warrants and other securities which carry a right to subscribe for or purchase shares in the Company.
5. a.subject to paragraph (B) below, the exercise by the Board during the Relevant Period of all the powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and which is recognised for this purpose by the Hong Kong Securities and Futures Commission and the Stock Exchange, in accordance with all applicable laws, including the Hong Kong Code on Share Repurchases and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time), be and is hereby generally and unconditionally approved;
b. the aggregate nominal amount of Shares which may be purchased or agreed conditionally or unconditionally to be purchased pursuant to the approval in paragraph (A) above shall not exceed ten per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution 5, and the said approval shall be limited accordingly;
c.for the purpose of this Resolution 5:
1. “Relevant Period” means the period from (and including) the passing of this Resolution 5 until the earlier of:
a.the conclusion of the next annual general meeting of the Company;
b.the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or by law to be held;
c.the revocation or variation of the authority given under this Resolution 5 by an ordinary resolution of the shareholders of the Company in a general meeting;
d.“Shares” means shares of all classes in the capital of the Company (including but not limited to ordinary shares of par value US$0.0004 each in the capital of the Company and preferred shares of par value US$0.0004 each in the capital of the Company) and warrants and other securities which carry a right to subscribe for or purchase shares in the Company.”
6. “THAT, conditional on the passing of Resolutions 4 and 5, the exercise by the Board of the powers referred to in paragraph (A) of Resolution 4 in respect of the share capital of the Company referred to in sub-paragraph (b) of paragraph (B) of Resolution 4, be and is hereby approved and authorized.”
7. a.the grant of 2,910,836 restricted share units to Dr. Gao Yonggang, an executive Director, in accordance with the terms of the 2014 Equity Incentive Plan (the “Grant”), subject to all applicable laws, rules, regulations and the applicable award document(s), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;
b.any one or more of the Directors be and is/are hereby authorized to exercise the powers of the Company to allot and issue the Ordinary Shares pursuant to the Grant (the “Award Shares”) under the specific mandate granted to the Directors by the shareholders of the Company at the 2013 AGM, in accordance with the terms of the 2014 Equity Incentive Plan, such that the Award Shares shall rank pari passu in all respects among themselves and with the existing Ordinary Shares in issue at the date of the allotment and issuance of the Award Shares, and that he/she/they, be and is/are hereby authorized to take such actions, do such things, which in their opinion may be necessary, desirable or expedient for the purpose of giving effect to and/or to implement the transactions contemplated in this Resolution 7;
c. any one or more of the Directors be and is/are hereby authorized to do all such acts and things and execute all such documents which he/she/they consider(s) necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Grant and the transactions contemplated thereunder.
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| 2014-02-06 |
股东大会：
将于2014-02-17召开股东大会
会议内容 ▼▲
- 1. a. the subscription agreement dated 18 December 2013 (the ‘‘Datang Further Subscription Agreement’’) entered into between the Company and Datang Holdings (Hongkong) Investment Company Limited (‘‘Datang’’), a connected person of the Company, in relation to the issue of the zero coupon convertible bonds due 2018 of an aggregate principal amount of US$54,600,000 pursuant to the exercise of its pre-emptive right under the share purchase agreement dated 6 November 2008 entered into between the Company and Datang Telecom Technology & Industry Holdings Co., Ltd. by the Company as the issuer to Datang (the ‘‘Datang Pre-emptive Bonds’’), a copy of the Datang Further Subscription Agreement having been produced to the EGM marked ‘‘A’’ and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;
b. subject to completion of the Datang Further Subscription Agreement, the creation and issue of the Datang Pre-emptive Bonds to Datang by the Company pursuant to the terms and conditions of the Datang Further Subscription Agreement be and are hereby approved;
c. subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Datang Conversion Shares (as defined below) to be allotted and issued upon the conversion of the Datang Pre-emptive Bonds, the directors of the Company be and are hereby authorised and granted a special mandate (the ‘‘Datang Further Special Mandate’’) to allot, issue and deal with such number of shares (the ‘‘Datang Conversion Shares’’) with a par value of US$0.0004 each in the share capital of the Company as may be required to be issued upon the exercise of the conversion rights attaching to the Datang Pre- emptive Bonds at an initial conversion price of HK$0.7965 per share (subject to adjustment pursuant to the terms and conditions of the Datang Pre- emptive Bonds), on and subject to the terms and conditions of the Datang Further Subscription Agreement and the Datang Pre-emptive Bonds, provided that the Datang Further Special Mandate shall be in addition to and shall not prejudice or revoke the existing general mandate granted to the directors of the Company by the shareholders of the Company at the annual general meeting of the Company held on 13 June 2013;
d. any director(s) of the Company be and is/are hereby authorised to enter into any agreement, deed or instrument and/or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the Datang Further Subscription Agreement and transactions contemplated thereunder (including but not limited to the issue of the Datang Pre-emptive Bonds to Datang and the allotment and issue of any shares converted from the Datang Pre-emptive Bonds upon the exercise of the conversion rights attaching to the Datang Pre-emptive Bonds) and all matters incidental to, ancillary to or in connection thereto (subject to compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’)), including agreeing to and making any amendment, variation or modification of the Datang Subscription Agreement and the transactions contemplated thereunder (including but not limited to the issue of the Datang Pre-emptive Bonds to Datang and the allotment and issue of any shares converted from the Datang Pre-emptive Bonds upon the exercise of the conversion rights attaching to the Datang Pre-emptive Bonds) upon such terms and conditions which are, in the opinion of such director, in the interests of the Company.’’.
2. a. the subscription agreement dated 18 December 2013 (the ‘‘Country Hill Further Subscription Agreement’’) entered into between the Company and Country Hill Limited (‘‘Country Hill’’), a connected person of the Company, in relation to the issue of the zero coupon convertible bonds due 2018 of an aggregate principal amount of US$32,200,000 pursuant to the exercise of its pre-emptive right under the share subscription agreement dated 18 April 2011 entered into between the Company and Country Hill by the Company as the issuer to Country Hill (the ‘‘Country Hill Pre-emptive Bonds’’), a copy of the Country Hill Further Subscription Agreement having been produced to the EGM marked ‘‘B’’ and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;
b. the issue by the Company of the Country Hill Pre-emptive Bonds to Country Hill pursuant to the terms and conditions of the Country Hill Further Subscription Agreement be and are hereby approved;
c. subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Country Hill Conversion Shares (as defined below) to be allotted and issued upon the conversion of the Country Hill Pre-emptive Bonds, the directors of the Company be and are hereby authorised and granted a special mandate (the ‘‘Country Hill Further Special Mandate’’) to allot, issue and deal with such number of shares (the ‘‘Country Hill Conversion Shares’’) with a par value of US$0.0004 each in the share capital of the Company as may be required to be issued upon the exercise of the conversion rights attaching to the Country Hill Pre-emptive Bonds at an initial conversion price of HK$0.7965 per share (subject to adjustment pursuant to the terms and conditions of the Country Hill Pre-emptive Bonds), on and subject to the terms and conditions of the Country Hill Further Subscription Agreement and the Country Hill Pre-emptive Bonds, provided that the Country Hill Further Special Mandate shall be in addition to and shall not prejudice or revoke the existing general mandate granted to the directors of the Company by the shareholders of the Company at the annual general meeting of the Company held on 13 June 2013;
d. any director(s) of the Company be and is/are hereby authorised to enter into any agreement, deed or instrument and/or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/she may consider necessary, desirable or expedient for the purpose of, or in connection with the implementation and completion of the Country Hill Further Subscription Agreement and transactions contemplated thereunder (including but not limited to the issue of the Country Hill Pre-emptive Bonds to Country Hill and the allotment and issue of any shares converted from the Country Hill Pre-emptive Bonds upon the exercise of the conversion rights attaching to the Country Hill Pre-emptive Bonds) and all matters incidental to, ancillary to or in connection thereto (subject to compliance with the Listing Rules), including agreeing to and making any amendment, variation or modification of the Country Hill Subscription Agreement and the transactions contemplated thereunder (including but not limited to the issue of the Country Hill Pre-emptive Bonds to Country Hill and the allotment and issue of any shares converted from the Country Hill Pre- emptive Bonds upon the exercise of the conversion rights attaching to the Country Hill Pre-emptive Bonds) upon such terms and conditions which are, in the opinion of such director, in the interests of the Company.’’.
|
| 2013-05-21 |
股东大会：
将于2013-06-13召开股东大会
会议内容 ▼▲
- 1.To receive and consider the audited financial statements and the reports of the Directors of the Company (the “Directors”) and auditors of the Company for the year ended 31 December 2012.
2.To re-elect two retiring Directors, namely, Lawrence Juen-Yee Lau and Zhou Jie, and authorize the board of Directors (the “Board of Directors”) to fix their remuneration.
3.To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and authorize the audit committee of the Board of Directors to fix their remuneration.
To consider and, if thought fit, to pass with or without modification the following ordinary resolutions:
4.“THAT:
(A)subject to paragraph (B) below, the exercise by the Board of Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares (as defined below) and to make, issue or grant offers, agreements, options, warrants and other securities which will or might require Shares to be allotted, issued, granted, distributed or otherwise dealt with during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved;
(B)the aggregate nominal amount of share capital allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, conversion or otherwise) by the Board of Directors pursuant to the approval in paragraph (A) above, otherwise than pursuant to:
(i)a Rights Issue (as defined below); or
(ii)any option or share scheme or similar arrangement for the time being adopted for the grant or issue to the Directors and/or officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible persons of Shares or rights to acquire Shares, including without limitation pursuant to the Company’s (i) 2004 Stock Option Plan, 2004 Employee Stock Purchase Plan and the 2004 Equity Incentive Plan, and (ii) the 2014 Stock Option Plan, 2014 Employee Stock Purchase Plan and the 2014 Equity Incentive Plan; or
(iii)the exercise of rights of subscription or conversion under the terms of any warrant issued by the Company or any securities which are convertible into Shares; or
(iv)any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares pursuant to the articles of association of the Company (the “Articles of Association”) from time to time,
shall not exceed the aggregate of:
(a)twenty per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution 4 (the “Issue Mandate Limit”);
(b)(if the Board of Directors is so authorized by a separate resolution of the shareholders of the Company) the aggregate nominal amount of share capital of the Company purchased by the Company subsequent to the passing of this Resolution 4 (up to a maximum equivalent to ten per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution 4),
and the said approval shall be limited accordingly;
(C)for the purposes of calculating the number of Shares that may be issued under the Issue Mandate Limit, the number of new Shares allotted and issued upon the exercise of any right to subscribe or purchase Shares attached to any Shares (“Convertible Shares”) issued pursuant to this resolution shall, to the extent of the amount of the aggregate nominal share capital of such new Shares to be issued that is equal to the aggregate nominal share capital of such Convertible Shares and provided that such Convertible Shares are cancelled on or after the issue of such new Shares, be disregarded;
(D)for the purpose of this Resolution 4 :
(i)“Relevant Period” means the period from (and including) the date of passing this Resolution 4 until the earlier of:
(a)the conclusion of the next annual general meeting of the Company;
(b)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by law to be held; or
(c)the revocation or variation of the authority given under this Resolution 4 by an ordinary resolution of the shareholders of the Company in a general meeting;
(ii)“Rights Issue” means an offer of Shares open for a period fixed by the Board of Directors to holders of Shares on the register of members (and, if appropriate, to the holders of warrants and other securities which carry a right to subscribe or purchase shares in the Company on the relevant register) on a fixed record date in proportion to their then holdings of such Shares (and, if appropriate, such warrants and other securities) (subject to such exclusions or other arrangements as the Board of Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any jurisdiction or territory applicable to the Company);
(iii)“Ordinary Shares” means the ordinary shares of par value U$0.0004 each in the capital of the Company;
(iv)“Preferred Shares” means the preferred shares of par value of US$0.0004 each in capital of the Company;
(v)“Shares” means shares of all classes in the capital of the Company (including but not limited to Ordinary Shares and Preferred Shares) and warrants and other securities which carry a right to subscribe or purchase shares in the Company.”
5.“THAT:
(A)subject to paragraph (B) below, the exercise by the Board of Directors during the Relevant Period of all the powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and which is recognised for this purpose by the Hong Kong Securities and Futures Commission and the Stock Exchange, in accordance with all applicable laws, including the Hong Kong Code on Share Repurchases and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time), be and is hereby generally and unconditionally approved;
(B)the aggregate nominal amount of Shares which may be purchased or agreed conditionally or unconditionally to be purchased pursuant to the approval in paragraph (A) above shall not exceed ten per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution 5, and the said approval shall be limited accordingly;
(C)for the purpose of this Resolution 5 :
(i)“Relevant Period” means the period from (and including) the passing of this Resolution 5 until the earlier of:
(a)the conclusion of the next annual general meeting of the Company;
(b)the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or by law to be held; or
(c)the revocation or variation of the authority given under this Resolution 5 by an ordinary resolution of the shareholders of the Company in a general meeting;
(ii)“Shares” means shares of all classes in the capital of the Company (including but not limited to ordinary shares of par value US$0.0004 each in the capital of the Company and preferred shares of par value US$0.0004 each in the capital of the Company) and warrants and other securities which carry a right to subscribe or purchase shares in the Company.”
6.“THAT, conditional on the passing of Resolutions 4 and 5, the exercise by the Board of Directors of the powers referred to in paragraph (A) of Resolution 4 in respect of the share capital of the Company referred to in sub-paragraph (b) of paragraph (B) of Resolution 4, be and is hereby approved and authorized.”
7.“THAT,
subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, the shares of US$0.0004 each (the “Shares”) in the capital of the Company to be issued pursuant to the exercise of options or purchase rights which may be granted under the 2014 Stock Option Plan (in respect of the 2014 Stock Option Plan) and the 2014 Employee Stock Purchase Plan (in respect of the 2014 Employee Stock Purchase Plan) and pursuant to the 2014 Equity Incentive Plan (in respect of the 2014 Equity Incentive Plan) (together the “Plans”, the rules of which are summarised in the circular of the Company dated 13 May 2013 and contained in the document marked “A” produced to the Meeting and initialled by the Chairman of the Meeting for identification purpose only), the rules of each of the Plans be and are hereby approved and adopted and that the Directors be and are hereby authorised to:
(i)allot, issue and grant from time to time such number of Shares, options and purchase rights as may be required pursuant to the implementation of each of the Plans or any exercise of options or purchase rights under the Plans;
(ii)administer each of the Plans under which options or purchase rights will be granted to eligible participants under the Plans to subscribe for Shares and/ or Shares will be issued to eligible participants;
(iii)modify and/or amend the rules of each of the Plans from time to time subject to the provisions of such rules;
(iv)make application at the appropriate time to the Stock Exchange, and any other stock exchange upon which the Shares may for the time being be listed, for the listing of, and permission to deal in, the Shares which may from time to time be allotted and issued pursuant to the exercise of the options or purchase rights under, or otherwise pursuant to, the Plans.”
8.“THAT,
with effect from the effective date of:
(i)the 2014 Stock Option Plan as provided in the rules thereof, the 2004 Stock Option Plan adopted by the Company pursuant to a resolution passed by the shareholders of the Company on 16 February 2004 be terminated and shall cease to have any further effect save and except that the 2004 Stock Option Plan shall remain in force to the extent necessary to give effect to the exercise of the options granted thereunder prior to the termination thereof;
(ii)the 2014 Employee Stock Purchase Plan as provided in the rules thereof, the 2004 Employee Stock Purchase Plan adopted by the Company pursuant to a resolution passed by the shareholders of the Company on 16 February 2004 be terminated and shall cease to have any further effect save and except that the 2004 Employee Stock Purchase Plan shall remain in force to the extent necessary to give effect to the exercise of the purchase rights granted thereunder prior to the termination thereof;
(iii)the 2014 Equity Incentive Plan as provided in the rules thereof, the 2004 Equity Incentive Plan adopted by the Company pursuant to a resolution passed by the shareholders of the Company on 10 March 2004 be terminated and shall cease to have any further effect save and except that the 2004 Equity Incentive Plan shall remain in force to the extent necessary to give effect to the awards granted thereunder prior to the termination thereof.”
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| 2012-08-09 |
财报披露：
美东时间 2012-08-09 盘后发布财报
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