Exhibit 99.1
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HollySys Sets Record Straight on Consortium’s Consent Solicitation
Beijing, China – July 15, 2021 – HollySys Automation Technologies Ltd. (NASDAQ: HOLI) (“HollySys” or the “Company”), a leading provider of automation and control technologies and applications in China, provides an update to shareholders. The Company refutes the false claims put forth by a consortium comprised of Mr. Baiqing Shao, Ace Lead Profits Limited and CPE Fund Management Limited (the “Consortium”) regarding the Company’s past performance, governance decisions, and highlights the Consortium’s undervalued offer to purchase the company.
Dear HollySys Shareholders,
We, the Board of Directors, are writing to you to set the record straight on the Consortium, and the misrepresentations they have made. This group is led by Mr. Shao, the former Chairman and CEO, who was terminated by the Board for putting his own interests ahead of shareholders and for questionable decisions that negatively impacted the stock, losing the confidence of the Board and shareholders. Below is a detailed description of the actions this Board has taken to uphold its fiduciary responsibilities and work for the benefit of all shareholders.
The Consortium’s Bid Substantially Undervalues the Company
The Consortium’s bid of US$17.10 per share greatly undervalues the Company. Many of our largest institutional shareholders have decisively expressed such an opinion. Further supporting this is Mr. Shao’s former insider status at the Company – it is difficult to believe someone without insider knowledge would propose purchasing a company without conducting any due diligence. The offer is not “compelling” as the Consortium purports; a number of large institutional shareholders have expressed that the Consortium has undervalued the Company.
Furthermore, Hollysys has been notified that Ace Lead Profits Limited may not actually beneficially own the 6.75% shares – current and former employees of the Company have asserted in court that beneficial ownership of the shares was seized unlawfully from them, and Mr. Shao is the defendant in Hong Kong High Court proceedings regarding these matters. The employees contend that the Company’s founder Dr. Changli Wang intended the shares to be held on behalf of veteran employees with Mr. Shao acting as the sole trustee in a trust arrangement. HollySys’ employees have sued for return of these shares. According to the employees, Mr. Shao mischaracterizes the significance of his holdings: excluding the disputed shares, he owns 165,000 shares, approximately 0.27%. The Consortium has misrepresented their true level of ownership.
The Consortium’s Allegations are Intentional Misrepresentations and Hypocritical
The Consortium challenged the validity of the Company’s amended Memorandum and Articles of Association (the “2021 Amendments”), by bringing a claim to court in the BVI. The trial of those issues is currently ongoing. The Board strongly believes that their actions were both lawful and prudent. BVI counsel advised the Company that none of the amendments were in contravention of BVI law nor did the amendments require shareholder approval. Mr. Shao’s criticism regarding the lack of shareholder meetings is extremely hypocritical. While CEO, Mr. Shao chose to never hold shareholder meetings, but he has surprisingly since changed his opinion now that the circumstances benefit his agenda. Furthermore, the rights plan that Mr. Shao now attacks was maintained throughout his tenure as Chairman and CEO, again showing the hypocrisy of his criticisms.
The Consortium has claimed HollySys has underperformed, – but it fails to identify Mr. Shao as a catalyst for this underperformance. The Company’s stock price had been in decline since Mr. Shao’s ill-fated secondary offering of shares in April 2019, during which time its share price dropped 25% overnight before the planned issuance was subsequently aborted.