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OFFON

SUNNY OPTICAL TECHNOLOGY (GROUP) COMPANY LIMITED

(2382)
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Sunny Optical Technology : (1)GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES; (2)PROPOSED RE-ELECTION OF DIRECTORS; AND(3)NOTICE OF ANNUAL GENERAL MEETING

04/12/2021 | 12:01am EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or transferred all your shares in Sunny Optical Technology (Group) Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee to the bank, the licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

SUNNY OPTICAL TECHNOLOGY (GROUP) COMPANY LIMITED

舜 宇光學 科技 (集團 ) 有限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2382.HK)

  1. GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES;
  2. PROPOSED RE-ELECTION OF DIRECTORS; AND
  3. NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Sunny Optical Technology (Group) Company Limited to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong, on Tuesday, 25 May 2021, at 10:30 a.m., is set out on pages 14 to 19 of this circular. A form of proxy for the Annual General Meeting is enclosed herewith. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company's Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the Annual General Meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting (or any adjournment thereof) should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To protect the health of our Shareholders and prevent the spreading of the coronavirus disease 2019 (COVID-19), the following precautionary measures will be implemented at the Annual General Meeting, including:

  • compulsory body temperature checks and completing the health declaration forms;
  • compulsory wearing of surgical face masks; and
  • no serving of refreshments.

Any person who does not comply with the above precautionary measures, exhibits flu-like symptoms, or is under quarantine may be denied entry into the meeting venue. Shareholders are reminded that they may appoint the chairman of the Annual General Meeting as their proxy to vote according to their indicated voting instructions as an alternative to attending the Annual General Meeting in person.

Shareholders are advised to read page 19 of this circular for further details of the precautionary measures for the Annual General Meeting.

12 April 2021

CONTENTS

Page

DEFINITIONS . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

ISSUE MANDATE

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

PROPOSED DIRECTORS FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . .

5

FINAL DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

APPENDIX I

-

EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . .

8

APPENDIX II

-

BIOGRAPHY OF DIRECTORS PROPOSED TO BE

RE-ELECTED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . .

19

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting" or

the annual general meeting of the Company to be held at

"AGM"

United Conference Centre, 10/F., United Centre, 95

Queensway, Admiralty, Hong Kong on Tuesday, 25 May

2021, at 10:30 a.m., and any adjournment thereof;

"Annual Report"

the annual report of the Company for the year ended 31

December 2020;

"Articles" or "Articles of

the Articles of Association of the Company;

Association"

"Board"

the board of Directors;

"Company"

Sunny Optical Technology (Group) Company Limited, a

company incorporated in the Cayman Islands with

limited liability, the Shares of which are listed on the

Main Board of the Stock Exchange;

"Director(s)"

director(s) of the Company;

"Group"

the Company and its subsidiaries;

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC;

"Issue Mandate"

the general and unconditional mandate to be granted to

the Directors at the Annual General Meeting to allot,

issue and otherwise deal with new Shares not exceeding

10% of the aggregate nominal amount of the share capital

of the Company in issue as at the date of the passing of

the resolution approving such mandate;

"Latest Practicable Date"

26 March 2021, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information contained herein;

"Listing Rules"

the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited;

- 1 -

DEFINITIONS

"PRC"

the People's Republic of China, which for the purposes of

this circular, excludes Hong Kong, Macau Special

Administrative Region and Taiwan;

"Repurchase Mandate"

the general and unconditional mandate to be granted to

the Directors at the Annual General Meeting to

repurchase Shares of the Company on the Stock

Exchange of up to 10% of the aggregate nominal amount

of the share capital of the Company in issue as at the date

of the passing of the resolution approving such mandate;

"RMB"

Renminbi, the lawful currency of the PRC;

"SFO"

Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong), as amended, supplemented or

otherwise modified from time to time;

"Share(s)"

share(s) of HK$0.10 each in the capital of the Company;

"Shareholder(s)"

holder(s) of Share(s);

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"Sun Xu"

Sun Xu Limited (舜旭有限公司), a company incorporated

under the Laws of the British Virgin Islands;

"Takeovers Code"

The Code on Takeovers and Mergers, as amended,

supplemented or otherwise modified from time to time;

and

"%"

per cent.

- 2 -

LETTER FROM THE BOARD

SUNNY OPTICAL TECHNOLOGY (GROUP) COMPANY LIMITED

舜 宇光學 科技 (集團 ) 有限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2382.HK)

Executive Directors

Registered office

Mr. Ye Liaoning (Chairman)

Cricket Square, Hutchins Drive

Mr. Sun Yang (Chief Executive Officer)

P.O. Box 2681, George Town

Mr. Wang Wenjie

Grand Cayman KY1-1111

Cayman Islands

Non-executive Director

Mr. Wang Wenjian (Honorary Chairman)

Principal place of business in

Hong Kong

Independent non-executive Directors

Unit 2304-5, 23/F.

Mr. Zhang Yuqing

Henley Building

Mr. Feng Hua Jun

5 Queen's Road Central

Mr. Shao Yang Dong

Hong Kong

12 April 2021

To the Shareholders

Dear Sir or Madam,

  1. GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES;
  2. PROPOSED RE-ELECTION OF DIRECTORS; AND
  3. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting relating to:

  1. the proposed grant of the Issue Mandate and the Repurchase Mandate; and
  2. the re-election of the retiring Directors, namely Mr. Sun Yang, Mr. Feng Hua Jun and Mr. Shao Yang Dong.

- 3 -

LETTER FROM THE BOARD

ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Issue Mandate to the Directors to allot, issue and deal with Shares up to a limit equal to 10% (i.e. 109,684,970 Shares on the basis of 1,096,849,700 Shares in issue as at the date of the passing of the relevant resolution assuming no issue of new Shares takes place between the Latest Practicable Date and the date of the Annual General Meeting) of the issued share capital of the Company as at the date of passing of such resolution, and adding to the Issue Mandate so granted to the Directors any Shares repurchased by the Company pursuant to the Repurchase Mandate (if granted at the Annual General Meeting) provided that such amount shall not exceed a maximum of 10% (i.e. 109,684,970 Shares on the basis of 1,096,849,700 Shares in issue as at the date of the passing of the relevant resolution assuming no issue of new Shares takes place between the Latest Practicable Date and the date of the Annual General Meeting) of the issued share capital of the Company as at the date of passing of the relevant resolution.

Such power to allot, issue and deal with Shares in the aforesaid manner is exercisable at any time from the date of passing of the relevant resolution until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any applicable laws, to be held; or (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by the relevant resolution.

REPURCHASE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to further renew the Repurchase Mandate granted to the Directors which was renewed on 22 May 2020 and will expire on the conclusion of the Annual General Meeting, in terms set out in the notice of the Annual General Meeting, to exercise the power of the Company to repurchase its own issued Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed at any time during the period until the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any applicable laws to be held, and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by the relevant resolution.

Under the Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% (i.e. 109,684,970 Shares on the basis of 1,096,849,700 Shares in issue as at the date of the passing of the relevant resolution assuming no issue of new Shares takes place between the Latest Practicable Date and the date of the Annual General Meeting) of the issued share capital of the Company in issue as at the date of passing the relevant resolution.

- 4 -

LETTER FROM THE BOARD

An explanatory statement containing information relating to the Repurchase Mandate and in compliance with the Listing Rules is set out in Appendix I to this circular. The information in the explanatory statement is to provide the Shareholders with the relevant information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to approve the granting of the Repurchase Mandate to the Directors.

PROPOSED DIRECTORS FOR RE-ELECTION

The Board currently consists of seven Directors, namely Mr. Ye Liaoning, Mr. Sun Yang, Mr. Wang Wenjie, Mr. Wang Wenjian, Mr. Zhang Yuqing, Mr. Feng Hua Jun and Mr. Shao Yang Dong.

According to Article 87(1) of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but no less than one-third), shall retire from office by rotation, provided that every Director shall be subject to retirement by rotation at least once every three years. Under Article 87(2), a retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless otherwise agree among themselves) be determined by lot.

Pursuant to the Articles of Association, Mr. Sun Yang, Mr. Feng Hua Jun and Mr. Shao Yang Dong shall retire from office by rotation and being eligible for re-election, they have offered themselves for re-election at the Annual General Meeting.

Recommendation by the Nomination Committee with respect to the Independent

Non-executive Directors subject to Re-election at the Annual General Meeting

The Nomination Committee has received and reviewed the written confirmations of independence of each of the independent non-executive Directors including two who have offered themselves for re-election at the Annual General Meeting (namely, Mr. Feng Hua Jun and Mr. Shao Yang Dong) and assessed their independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that all of them remain independent in accordance with Rule 3.13 of the Listing Rules.

In addition, the Nomination Committee evaluated their performance and is of the view that they have provided valuable contributions to the Company and have demonstrated their abilities to provide independent, balanced and objective view to the Company's affairs. The Nomination Committee is of the view that each of Mr. Feng Hua Jun and Mr. Shao Yang Dong would bring to the Board their own perspective, skills and experience, as set out in Appendix II to this circular.

- 5 -

LETTER FROM THE BOARD

The Nomination Committee, after having considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, as set out in the board diversity policy of the Company, considers that each of Mr. Feng Hua Jun and Mr. Shao Yang Dong can contribute to the diversity of the Board.

Therefore, the Board, with the recommendation of the Nomination Committee, has nominated each of Mr. Feng Hua Jun and Mr. Shao Yang Dong for re-election as independent non-executive Directors at the Annual General Meeting.

The brief biographies of each of Mr. Sun Yang, Mr. Feng Hua Jun and Mr. Shao Yang Dong being the Directors proposed to be re-elected at the Annual General Meeting, are set out in Appendix II to this circular.

FINAL DIVIDENDS

The Board recommends the payment of a final dividend of approximately RMB0.888 (equivalent to HK$1.057) per Share to shareholders whose names appear on the register of members of the Company at the close of business on 31 May 2021. Subject to the approval of the shareholders of the Company at the Annual General Meeting, the final dividends shall be payable on 24 June 2021.

ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 14 to 19 of this circular. A form of proxy for the Annual General Meeting is enclosed herewith. Whether or not you are able to attend the Annual General Meeting in person, please complete and return the form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

Pursuant to the Listing Rules, voting by poll is required for any resolution put to vote at the Annual General Meeting, except where the chairman in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company on the date of the Annual General Meeting in the manner as prescribed under Rule 13.39(5) of the Listing Rules.

- 6 -

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 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.

RECOMMENDATIONS

The Directors consider that the granting of the Issue Mandate will provide flexibility to the Company when it is in the interests of the Company to issue new Shares and that the Repurchase Mandate will enhance the net asset value of the Company and/or earnings per share; and the proposed re-election of Directors set out in the notice of Annual General Meeting are in the interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the forthcoming Annual General Meeting.

Yours faithfully,

By order of the Board

Sunny Optical Technology (Group) Company Limited

Ye Liaoning

Chairman and Executive Director

- 7 -

APPENDIX I

EXPLANATORY STATEMENT

REPURCHASE BY THE COMPANY OF ITS SHARES

This explanatory statement relates to resolution No. 6 proposed to be passed at the Annual General Meeting. The statement contains all the information pursuant to the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against such resolution.

  1. Provisions of the Listing Rules

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, a summary of which is set out below:

  1. Shareholders' approval

All proposed repurchases of securities, which must be fully paid up in the case of shares, on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by a specific approval of a particular transaction.

(ii) Source of funds

Any repurchase by a company may only be funded out of funds legally available for such purpose in accordance with its Memorandum and Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules. A company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

(iii) Shares to be repurchased

The Listing Rules provide that the shares which are proposed to be repurchased by a company must be fully paid up.

  1. Share Capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,096,849,700 Shares of HK$0.10 each. Subject to the passing of the ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 109,684,970 Shares (representing 10% of the issued Shares). In accordance with the applicable laws, Shares repurchased by the Company would be cancelled automatically after being repurchased.

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

  1. Reasons for Repurchases

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase the Shares in the market. Repurchases of the Shares will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share.

  1. Funding of Repurchases

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum and Articles of Association of the Company, the Listing Rules and the applicable laws of the Cayman Islands.

The Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position disclosed in the latest published audited accounts. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels.

  1. Share Prices

The highest and lowest prices at which the Shares were traded on the Stock Exchange during the twelve months preceding the Latest Practicable Date were as follows:

Highest

Lowest

HK$

HK$

2020

April

116.9

103.0

May

124.7

101.1

June

127.8

105.4

July

151.0

124.1

August

150.4

114.1

September

127.4

112.1

October

132.5

114.9

November

167.0

128.0

December

171.6

141.2

2021

January

227.0

167.4

February

241.8

190.0

March (up to the Latest Practicable Date)

208.6

161.7

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

  1. Directors' Undertaking

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable they will exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles of Association.

  1. Directors, their Associates and Connected Persons

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates, as defined in the Listing Rules, has any present intention to sell any Shares to the Company or its subsidiaries. No connected person, as defined in the Listing Rules, has notified the Company that he or she has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is renewed or granted.

  1. Effects of Takeovers Code

If, as a result of a repurchase of shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any such increase. The Directors are not aware of any Shareholders, or a group of Shareholders acting in concert, who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Sun Xu held 389,091,927 Shares being approximately 35.47% of the issued share capital of the Company. Exercise in full of the Repurchase Mandate, which is proposed to be granted at the Annual General Meeting, would result in an increase in the percentage of the Shares held by Sun Xu from approximately 35.47% to approximately 39.42%. To the best knowledge and belief of the Directors, such increase may give rise to an obligation for Sun Xu to make a mandatory offer under Rule 26 of the Takeovers Code. Exercise in full of the Repurchase Mandate may also result in the reduction of the amount of Shares held by the public to less than 25%.

However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent as would give rise to the obligations to make mandatory offers under the Takeovers Code or reducing the aggregate amount of Shares held by the public to less than 25% under the Listing Rules.

  1. Share Repurchase Made by the Company
    The Company has not made any repurchase of its own Shares in the past six months.

- 10 -

APPENDIX II BIOGRAPHY OF DIRECTORS PROPOSED TO BE RE-ELECTED

DIRECTORS PROPOSED TO BE RE-ELECTED

The biographical details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

Mr. Sun Yang

Mr. Sun Yang (孫泱) ("Mr. Sun"), aged 48, currently is an executive Director and the Chief Executive Officer of the Company. He is responsible for the overall operation and management of the Group. Mr. Sun graduated from Ningbo University in 1995 with a bachelor's degree in economics. He then obtained a master's degree in economics from Shanghai University of Finance and Economics in 2005. He joined the Group as a chief officer of investment management centre in 2002. Mr. Sun has obtained a qualification of senior economist issued by the Personnel Bureau of Zhejiang in 2008 and awarded a qualification of chief senior economist issued by Zhejiang Province Human Resources and Social Security Department in December 2018. Currently, chief senior economist is the highest economics professional and technical title in the PRC, which is only granted to very few people who have passed strict examinations and acquired substantial management experience with major achievements. Mr. Sun has been an executive Director since May 2009 and is currently a director of various subsidiaries of the Group. Mr. Sun has senior professional knowledge and experience in optical industry, as well as extensive experience in financial management, company operations, capital markets, risk management and strategic planning.

Saved as disclosed above, (i) Mr. Sun has not held any other directorships in any public companies which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) Mr. Sun has not held any other positions in the Company and other members of the Group; and (iii) Mr. Sun does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the date of this circular, Mr. Sun is a beneficiary entitled to 1.56% of the beneficial interests under the Sunny Group Employee Offshore Trust, a trust established on 28 July 2006 on the entire issued share capital of Sun Ji Limited ("Sun Ji"). As a beneficiary of the trust, he is deemed to be interested in all the equity interests that Sunny Group Employee Offshore Trust owns under the SFO. Sun Ji owns 100.00% equity interests in Sun Xu, which in turn owns 389,091,927 shares of the Company. As a controlling shareholder, Sun Ji is deemed to be interested in all the shares that Sun Xu owns under the SFO. Accordingly, Mr. Sun is deemed to be interested in 389,091,927 shares under the SFO. Mr. Sun is also deemed to be interested as a grantee in 120,148 shares of the Company granted under the Restricted Share Award Scheme adopted by the Company on 22 March 2010.

Mr. Sun has a renewed service contract with the Company for a term of three years commencing from 15 April 2021 and is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company. Mr. Sun will receive an annual remuneration of approximately RMB1,800,000 (which is determined after taking into account his qualification and working experience, as well as the prevailing market conditions) and be entitled to a discretionary bonus at the sole determination of the Board.

- 11 -

APPENDIX II BIOGRAPHY OF DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Sun's re-election.

Mr. Feng Hua Jun

Mr. Feng Hua Jun (馮華君) ("Mr. Feng"), aged 57, is an independent non-executive Director and the chairman of Nomination Committee. Mr. Feng has been teaching in the Zhejiang University since August 1986 and was promoted to his current positions of professor and doctoral supervisor in July 1998, mainly responsible for works involving teaching and scientific research. Mr. Feng was the director for the Institute of Optical Engineering, the director for the Institute of Optical Imaging Engineering and the head of Department of Optoelectronic Information Engineering of Zhejiang University. Mr. Feng obtained a bachelor's degree in July 1983 from Zhejiang University in optical instrument engineering, and also obtained a master's degree in July 1986 in optical instrument engineering from the same university. Mr. Feng has been an independent non-executive Director of Hangzhou Everfine Photo-E-Info Co., Ltd. (stock code: 300306) since May 2016, and an independent non- executive Director of Telephone World Group Co., Ltd. (code of National Equities Exchange and Quotations: 831354) since October 2017. He has been an independent non-executive Director of the Company since April 2016. Mr. Feng has extremely senior professional knowledge in optical industry, as well as extensive experience in risk management and strategic management, and has years of leadership experience in board committee.

Mr. Feng has entered into a service contract with the Company for a term of three years commencing from 1 April 2019, which is subject to rotation, retirement and re-election at annual general meeting pursuant to the Articles of Association. Mr. Feng will receive an annual remuneration of HK$100,000 (which is determined after taking into account his qualification and working experience, as well as the prevailing market condition and the Company's policy).

Other than disclosed above, Mr. Feng has not held any directorships in any other public companies in the past three years. Save as disclosed in this circular, Mr. Feng does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date and according to the information received by the Company pursuant to Part XV of the SFO, Mr. Feng does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

The Company has received from Mr. Feng a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Company considers that Mr. Feng is independent.

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Feng's re-election.

- 12 -

APPENDIX II BIOGRAPHY OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Shao Yang Dong

Mr. Shao Yang Dong (邵仰東) ("Mr. Shao"), aged 51, is an independent non-executive Director and the chairman of Remuneration Committee. Mr. Shao currently is the managing partner of Yuantai Investment Partners Evergreen Fund, L.P.. Mr. Shao was a director of each of Zhejiang Sunny Optics Co., Ltd. and Ningbo Sunny Instruments Co., Ltd. from May 2005 to September 2010, Sunny Optics (Zhongshan) Co., Ltd. from October 2005 to September 2010, Ningbo Sunny Opotech Co., Ltd. from November 2005 to September 2010 and Ningbo Sunny Infrared Technologies Co., Ltd. from March 2006 to September 2010. Mr. Shao is a member of Environmental Defense Fund China Advisory Board. Mr. Shao previously worked as a financial analyst at the investment banking division of Salomon Brothers Inc.. Mr. Shao obtained a bachelor's degree in economics in May 1993 from Columbia University. Mr. Shao also attended the Graduate School of Business at Stanford University and earned a master's degree in business administration in June 2000. He has been an independent non-executive Director of the Company since April 2016. Mr. Shao has senior professional knowledge related to global smartphone and automobile industry chains, as well as extensive experience in company strategy and operations, financial and risk management, and capital market, and has years of leadership experience in board committee.

Mr. Shao was previously a non-executive Director of the Company from May 2007 to September 2010 and a non-executive Director of AAC Technologies Holdings Inc., the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 2018) from March 2004 to February 2007.

Mr. Shao has entered into a service contract with the Company for a term of three years commencing from 1 April 2019, which is subject to rotation, retirement and re-election at annual general meeting pursuant to the Articles of Association. Mr. Shao will receive an annual remuneration of HK$100,000 (which is determined after taking into account his qualification and working experience, as well as the prevailing market condition and the Company's policy).

Other than disclosed above, Mr. Shao has not held any directorships in any other public companies in the past three years. Save as disclosed in this circular, Mr. Shao does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date and according to the information received by the Company pursuant to Part XV of the SFO, Mr. Shao does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

The Company has received from Mr. Shao a confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Company considers that Mr. Shao is independent.

Save as disclosed above, there is nothing which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules in respect of Mr. Shao's re-election.

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

SUNNY OPTICAL TECHNOLOGY (GROUP) COMPANY LIMITED

舜 宇光學 科技 (集團 ) 有限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2382.HK)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Sunny Optical Technology (Group) Company Limited (the "Company") will be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 25 May 2021, at 10:30 a.m. for the purposes of considering and, if thought fit, passing, with or without modification, the following resolutions:

  1. To receive and consider approval of the audited consolidated accounts and the reports of the Directors of the Company (the "Directors", each a "Director") and the auditors of the Company for the year ended 31 December 2020.
  2. To declare a final dividend for the year ended 31 December 2020.
  3. (a) To re-elect Mr. Sun Yang as an executive Director;
    1. To re-elect Mr. Feng Hua Jun as an independent non-executive Director;
    2. To re-elect Mr. Shao Yang Dong as an independent non-executive Director; and
    3. To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
  4. To re-appoint Deloitte Touche Tohmatsu as the Company's external auditors and to authorise the Board to fix their remuneration.
  5. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:
    "THAT:
    1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company (or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares) and/or to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

  1. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:
    1. a Rights Issue as hereinafter defined;
    2. the grant or exercise of any option under any share option schemes of the Company or any other option scheme, or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company;
    3. any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the memorandum and articles of association of the Company; or
    4. any issue of shares in the Company upon the exercise of any subscription rights or conversion under the terms of any warrants of the Company or any securities of the Company which are convertible into shares of the Company;

shall not exceed the aggregate of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution; and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly.

  1. for the purpose of this resolution:
    "Relevant Period" means the period from the date of the passing of this resolution until whichever is earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. 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 any applicable laws to be held; and
    3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors, to holders of shares in the Company or any class thereof on the register on a fixed record date in proportion to their holdings of such shares or class of shares thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body applicable to the Company)."

6. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

"THAT:

  1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its shares (or securities convertible into its shares), subject to and in accordance with the applicable laws and regulations, be and is hereby generally and unconditionally approved;
  2. the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
  3. for the purpose of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. 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 any applicable laws to be held; and
    3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

7. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

"THAT the general mandate granted to the Directors of the Company pursuant to resolution No. 5 above and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the total nominal amount of shares in the capital of the Company repurchased by the Company pursuant to the exercise by the Directors of the Company of the powers of the Company to purchase such shares as referred to in the above resolution No. 6."

By order of the Board

Sunny Optical Technology (Group) Company Limited

Ye Liaoning

Chairman and Executive Director

China, 12 April 2021

Principal place of business in Hong Kong:

Unit 2304-5, 23/F., Henley Building

5 Queen's Road Central

Hong Kong

- 17 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

  1. A shareholder entitled to attend and vote at the above meeting (or at any adjournment thereof) may appoint another person as his/her proxy to attend and to vote in his/her stead. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.
  2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.
  3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
  4. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting if they so wish.
  5. For the purposes of determining shareholders' eligibility to attend and vote at the above meeting, and entitlement to the final dividend, the register of members of the Company will be closed. Details of such closures are set out below:
    1. For determining eligibility to attend and vote at the above meeting:

Latest time to lodge transfer documents for registration

4:30 p.m. on Tuesday,

18 May 2021

Closure of register of members

Thursday, 20 May 2021 to

Tuesday, 25 May 2021

(both dates inclusive)

(ii) For determining eligibility on the final dividends:

Latest time to lodge transfer documents for registration

4:30 p.m. on Monday,

31 May 2021

Closure of register of members

Tuesday, 1 June 2021 to

Friday, 4 June 2021

(both dates inclusive)

During the above closure periods, no transfer of shares will be registered. To be eligible to attend and vote at the above meeting, and to qualify for the final dividends, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than the aforementioned latest time.

  1. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities of the Stock Exchange of Hong Kong Limited, all resolutions set out in this Notice will be decided by poll at the above meeting.
  2. A form of proxy for use at the above meeting is enclosed.

- 18 -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the coronavirus disease 2019 (COVID-19) pandemic and in an attempt to protect the health of our Shareholders who might be attending the Annual General Meeting, our staff and other participants, the Company will implement the following precautionary measures at the meeting venue:

  1. Compulsory body temperature checks will be conducted for every Shareholder, proxy and other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue and be requested to leave the meeting venue.
  2. Attendees may be required to complete the health declaration forms. Anyone who responds positively to any of the questions in the health declaration form may be denied entry into the meeting venue and be requested to leave the meeting venue.
  3. Attendees are required to wear surgical face masks throughout the Annual General Meeting including anytime inside the meeting venue before and after the Annual General Meeting. Attendees are also advised to maintain social distancing and to observe good personal hygiene.
  4. No refreshments or drinks will be provided to attendees at the Annual General Meeting.

Shareholders are reminded that physical attendance in person at the meeting venue is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the Annual General Meeting as their proxy to vote according to their indicated voting instructions as an alternative to attending the Annual General Meeting in person by completing and returning the proxy form attached to this document.

If Shareholders have any question relating to the resolutions to be proposed at the Annual General Meeting and/or the Company, or would like to communicate with the board of directors of the Company, please write to Unit 2304-5, 23/F., Henley Building, 5 Queen's Road Central, Hong Kong or email to us at ir@sunnyoptical.com.

If Shareholders have any question relating to the Annual General Meeting, please contact Computershare Hong Kong Investor Services Limited, the Hong Kong Share Registrar of the Company, as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre

183 Queen's Road East

Wanchai, Hong Kong

Contact Us : www.computershare.com/hk/contact

Tel

:

(852)

2862 8555

Fax

:

(852)

2865 0990

- 19 -

Disclaimer

Sunny Optical Technology (Group) Co. Ltd. published this content on 12 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2021 04:00:01 UTC.


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Number of Analysts 37
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Average target price 201,34 CNY
Spread / Average Target 12,8%
EPS Revisions
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Yang Sun Chief Executive Officer & Executive Director
Liao Ning Ye Chairman
Yu Qing Zhang Independent Non-Executive Director
Hua Jun Feng Independent Non-Executive Director
Yang Dong Shao Independent Non-Executive Director