Modifications to Rights of Shareholders
Hollysys Automation Technologies Ltd. (“Hollysys” or the “Company”) is furnishing this Form 6-K to report that on September 25, 2020, the Company entered into an amended and restated rights agreement, dated as of September 24, 2020 (the “Amended and Restated Rights Agreement”), between the Company and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), which amended and restated in its entirety that certain Rights Agreement, dated as of September 27, 2010 (the “Original Rights Agreement”), between the Company and the Rights Agent, to, among other things, extend the expiration date of the rights contained therein from September 27, 2020 to September 27, 2030, decrease the threshold of the triggering event from 20% to 15%, and include certain modernizing changes to account for certain synthetic equity positions when determining the beneficial ownership of the Company’s shareholders.
The foregoing summary of the Amended and Restated Rights Agreement is qualified in its entirety by reference to the full text of the Amended and Restated Rights Agreement, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference. A copy of the Original Rights Agreement and a summary of its material terms were filed with the Securities and Exchange Commission on Form 6-K on September 21, 2010 (incorporated herein by reference by Exhibit 4.2).
Incorporation by Reference
The above summary of the Amended and Restated Rights Agreement and Exhibit 4.1 attached hereto are hereby incorporated by reference into our registration statements on Form S-8 (Registration Numbers 333-170811 and 333-208615) and on Form F-3 (Registration Numbers 333-208631 and 333-230768) to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
