Beijing Beida Jade Bird Universal Sci-Tech Company Limited

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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Beijing Beida Jade Bird Universal Sci-Tech Company Limited (‘‘Company’’), you should at once hand this circular and the form of proxy and the reply slip for the special general meeting of the Company to the purchaser, the transferee or to the bank, stockbroker 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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北京北大青鳥環宇科技股份有限公司

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 08095)

(I) PROPOSED ISSUE OF NEW H SHARES UNDER SPECIFIC MANDATE;
(II) PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION;

(III) NOTICE OF SPECIAL GENERAL MEETING;

(IV) NOTICE OF NON-LISTED SHARES CLASS MEETING; AND

(V) NOTICE OF H SHARES CLASS MEETING

Notices convening the special general meeting of the Company, the class meeting of holders of non-listed Shares and the class meeting of holders of H Shares to be held at 10:30 a.m., 11:00 a.m. and 11:30 a.m., respectively, on Tuesday, 2 March 2021 at Conference Room A, Block B, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC are set out on pages SGM-1 to SGM-3, NLSCM-1 to NLSCM-3 and HSCM-1 to HSCM-3 of this circular, respectively. The forms of proxy for use at the special general meeting of the Company, the class meeting of holders of non-listed Shares and the class meeting of holders of H Shares are also enclosed with this circular.

Whether or not you are able to attend the special general meeting of the Company, the class meeting of holders of non-listed Shares and/or the class meeting of holders of H Shares (as applicable), you are required to complete the enclosed form(s) of proxy in accordance with the instructions printed thereon. For holders of H Shares, you are required to return the form(s) of proxy to the Company’s H share registrar in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong. For holders of non-listed Shares, you are required to return the form(s) of proxy to the principal place of business of the Company in Beijing at 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC. Whether you are holders of H Shares or non-listed Shares, you are required to return the form(s) of proxy by 10:30 a.m. (for special general meeting of the Company), 11:00 a.m. (for class meeting of holders of non-listed Shares) and 11:30 a.m. (for class meeting of holders of H Shares) on Monday, 1 March 2021 or not less than 24 hours before the time appointed for holding any adjourned meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

8 February 2021

	Page
Characteristics of GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1
Notice of Non-listed Shares Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	NLSCM-1
Notice of H Shares Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	HSCM-1

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

DEFINITIONS

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

‘‘Articles of Association’’

the articles of association of the Company

‘‘Board’’

the board of Directors

‘‘Class Meetings’’ the Non-listed Shares Class Meeting and the H Shares Class Meeting

‘‘Company’’ 北京北大青鳥環宇科技股份有限公司 (Beijing Beida Jade Bird Universal Sci-Tech Company Limited), a sino-foreign joint stock limited company incorporated in the PRC with limited liability with its H Shares listed on GEM
‘‘connected persons’’ has the meaning ascribed to it under the GEM Listing Rules
‘‘CSRC’’ China Securities Regulatory Commission
‘‘Director(s)’’ the directors of the Company
‘‘GEM’’ GEM of the Stock Exchange
‘‘GEM Listing Rules’’ Rules Governing the Listing of Securities on GEM
‘‘Group’’ the Company and its subsidiaries
‘‘H Share(s)’’ overseas-listed foreign invested shares in the ordinary share capital of the Company, with a nominal value of RMB0.1 and subscribed for and traded in Hong Kong dollars
‘‘H Shares Class Meeting’’ the class meeting of the holders of H Shares to be held at 11:30 a.m. on Tuesday, 2 March 2021 at Conference Room A, Block B, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC to consider, and if thought, to approve the grant of the specific mandate to issue the New H Shares and the proposed amendments to the Articles of Association
‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC
‘‘Jade Bird (HK)’’
Beida Jade Bird Universal Investments (HK) Limited, a company incorporated in Hong Kong with limited liability and a direct wholly-owned subsidiary of the Company
‘‘Latest Practicable Date’’ 3 February 2021, being the latest practicable date prior to the bulk-printing of this circular for ascertaining certain information contained in this circular

DEFINITIONS

‘‘New H Shares’’

not more than 400,000,000 new H Shares proposed to be issued upon the exercise of the Specific Mandate
‘‘New H Shares Issue’’ the proposed issue of the New H Shares
‘‘Non-listed Shares’’ non-listed shares in the ordinary share capital of the Company, with a nominal value of RMB0.1 and subscribed for and traded in RMB
‘‘Non-listed Shares Class Meeting’’ the class meeting of the holders of Non-listed Shares to be held at 11:00 a.m. on Tuesday, 2 March 2021 at Conference Room A, Block B, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC to consider, and if thought, to approve the grant of the specific mandate to issue the New H Shares and the proposed amendments to the Articles of Association
‘‘PRC’’ the People’s Republic of China
‘‘RMB’’ renminbi, the lawful currency of the PRC
‘‘SGM’’ the special general meeting of the Company to be held at 10:30 a.m. on Tuesday, 2 March 2021 at Conference Room A, Block B, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC for the Shareholders to consider and, if thought fit, approve the grant of the specific mandate to issue the New H Shares and the proposed amendments to the Articles of Association
‘‘Shareholder(s)’’ the shareholder(s) of the Company
‘‘Specific Mandate’’ the specific mandate proposed to be granted to the Board by the Shareholders at the SGM, the Non-listed Shares Class Meeting and the H Shares Class Meeting in relation to the New H Shares Issue
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘US$’’ United States dollars, the lawful currency of the United States ‘‘%’’ per cent.

References to time and dates in this circular are to Hong Kong time and dates.

In this circular, for the purpose of illustration only, amounts quoted in US$ have been converted into HK$ at the rate of US$1 to HK$7.8. Such exchange rate has been used, where applicable, for the purpose of illustration only and do not constitute representations that any amounts were or may have been exchanged at this or any other rates or at all.

LETTER FROM THE BOARD

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北京北大青鳥環宇科技股份有限公司 BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 08095)

Executive Directors: Mr. Ni Jinlei (Chairman) Mr. Zhang Wanzhong (President) Ms. Zheng Zhong

Non-executive Directors: Ms. Xue Li Mr. Xiang Lei Mr. Ip Wing Wai

Independent non-executive Directors: Mr. Tang Xuan Mr. Li Juncai Mr. Li Chonghua Mr. Shen Wei

Registered office: 3rd Floor, Beida Jade Bird Building Yanyuan District Area 3 No. 5 Haidian Road Haidian District Beijing 100080 the PRC

Principal place of business in the PRC: 3rd Floor, Beida Jade Bird Building No. 207 Chengfu Road Haidian District Beijing 100871 the PRC

Principal place of business in Hong Kong: 17th Floor V Heun Building 138 Queen’s Road Central Central, Hong Kong

8 February 2021

To the Shareholders

Dear Sir or Madam

(I) PROPOSED ISSUE OF NEW H SHARES UNDER SPECIFIC MANDATE; AND

(II) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

Reference is made to the announcement of the Company dated 20 January 2021, in which the Company announced the proposed issue of the New H Shares under specific mandate and the proposed amendments to the Articles of Association.

LETTER FROM THE BOARD

The purpose of this circular is to give you, among other things, (i) further information relating to the grant of the Specific Mandate to issue the New H Shares and the proposed amendments to the Articles of Association; (ii) a notice of the SGM; (iii) a notice of the Non-listed Shares Class Meeting; and (iv) a notice of the H Shares Class Meeting.

THE PROPOSED ISSUE OF NEW H SHARES UNDER SPECIFIC MANDATE

The Board announces that on 20 January 2021, it has resolved to approve the proposed issue of not more than 400,000,000 New H Shares pursuant to a specific mandate to be sought at the SGM and the Class Meetings, representing not more than approximately 29.0% and 22.5% of the total share capital of the Company before and after the New H Shares Issue, respectively (assuming the maximum of 400,000,000 New H Shares are issued); and not more than approximately 58.9% and 37.1% of the total number of H Shares in issue before and after the New H Shares Issue, respectively (assuming the maximum of 400,000,000 New H Shares are issued). The New H Shares Issue will be conducted in compliance with Rule 10.44A of the GEM Listing Rules.

Details of the proposed New H Shares Issue are as follows:

(1) Issuer of the New H Shares

The Company.

(2) Class of shares to be issued

Overseas listed foreign shares (H Shares).

(3) Nominal value per share

RMB0.10 per share. The aggregate nominal value of the New H Shares to be issued is RMB40,000,000.

(4) Size of issuance

The Company will issue not more than 400,000,000 New H Shares. Assuming the maximum of 400,000,000 New H Shares are issued, the New H Shares will represent not more than approximately 29.0% and 22.5% of the total share capital of the Company before and after the New H Shares Issue, respectively; and not more than approximately 58.9% and 37.1% of the total number of H Shares in issue before and after the New H Shares Issue, respectively.

(5) Method of issuance

The New H Shares Issue will be carried out by way of non-public issuance to targeted investors.

LETTER FROM THE BOARD

(6) Target investors

The New H Shares will be issued/placed to investors outside the PRC (save for investors restricted by relevant laws and regulations), who are independent of and not connected with the Company or any connected persons (as defined under the GEM Listing Rules) of the Company. The number of investors will depend on the market conditions but in any event the number of investors will be between 6 and 10.

(7) Pricing mechanism

The New H Shares will be issued at a price to be determined by the Board after taking into account the interests of existing Shareholders and the potential issuance risks, as well as the Hong Kong market practice and applicable regulatory requirements, and with reference to the capital market conditions and the valuations of comparable companies at the time when the Company issues the New H Shares, provided that the issue price will be not lower than 80% of the average closing price of the H Shares as quoted on the Stock Exchange over the last five trading days prior to the date of determining such issue price.

(8) Use of net proceeds

The net proceeds of the New H Shares Issue, after deducting relevant expenses, will be used as to (i) not more than US$20 million (equivalent to approximately HK$156 million) for funding the business of Jade Bird (HK) and (ii) the remaining (if any) for the general working capital of the Company.

(9) Undistributed accumulated profits

Any accumulated profits of the Company which remain undistributed prior to the New H Shares Issue shall be for the benefit of all Shareholders (including the target investors of the New H Shares) in proportion to their respective shareholdings in the Company.

(10) Validity period of the resolutions

The resolutions relating to the New H Shares Issue will be valid for 12 months, commencing from the date of passing of the relevant resolutions at the SGM and the Class Meetings. The Board may, if necessary, seek for Shareholders’ approval for the extension of the validity period of the relevant resolutions relating to the New H Shares Issue.

LETTER FROM THE BOARD

(11) Other relevant authorisations

The Board will seek the Shareholders’ authorization at the SGM and the Class Meetings respectively to authorize the Board and the persons delegated by the Board to deal with and complete all the matters in relation to the New H Shares Issue with full authority during the validity period of the resolutions relating to the New H Shares Issue. Such matters include but are not limited to:

(i) execute and submit all the relevant applications, reports and other documents to the CSRC, the Stock Exchange and other relevant PRC and overseas authorities and deal with all the relevant approval, registration, filing and authorisation to intermediaries to handle investigation and feedbacks from regulatory authorities;
(ii) depending on the requirements at the time of the issuance, recruit and engage the intermediaries and professional parties for the New H Shares Issue, and sign the recruitment or engagement agreements or other related legal documents;
(iii) conditional upon passing the relevant resolutions relating to the New H Shares Issue at the SGM and the Class Meetings, be responsible for determining the terms of the New H Shares Issue, including but not limited the timing, issue size, issue targets, issue price and any other relevant matters;
(iv) conditional upon passing the relevant resolutions relating to the New H Shares Issue at the SGM and the Class Meetings and in light of the specific circumstances and pursuant to the opinions of relevant regulatory authorities, modify, amend, approve, sign and execute any agreements, circulars, announcement and other documents in relation to the New H Shares Issue and do such act as necessary and appropriate in relation to the New H Shares Issue (including but not limited to the approve the publication of the announcement in relation to the New H Shares Issue on the respective websites of the Company and the Stock Exchange and the submission of relevant forms, documents and information to the Stock Exchange); and
(v) do all such matters, things and acts considered to be necessary, desirable and appropriate in relation to the New H Shares Issue, including but not limited to signing any documents or executing any documents under the common seal of the Company.

Conditions to the New H Shares Issue

The New H Shares Issue is conditional upon:

(1) the grant of the proposed Specific Mandate by the Shareholders to the Board and the approval of the proposed issue of the New H Shares pursuant to the proposed Specific Mandate having been obtained at the SGM and the Class Meetings;
(2) the approval of the proposed issue of the New H Shares pursuant to the proposed Specific Mandate by the relevant PRC administrative and/or regulatory authorities, being the CSRC;

LETTER FROM THE BOARD

(3) the entering into of the issuance/placing agreement(s) between the Company and the issuance/ placing agent(s) and the subscription agreement(s) between the Company and the investor(s) (as the case may be) and such issuance/placing agreement(s) and subscription agreement(s) (as the case may be) not being terminated in accordance with the terms therein; and
(4) the Listing Committee of the Stock Exchange granting listing of and permission to deal in all of the New H Shares to be issued and allotted pursuant to the New H Shares Issue.

The above conditions cannot be waived by the Company.

Listing application

An application will be made by the Company for the listing of, and the permission to deal in, the New H Shares on the Stock Exchange.

Reasons for and benefits of the New H Shares Issue

The purpose of the New H Shares Issue is mainly to provide funding to Jade Bird (HK) for undertaking the business in import and export of integrated circuit related products and introduction of related technology. Jade Bird (HK) was incorporated in Hong Kong in July 2016 and it has not yet commenced business as at the Latest Practicable Date. The Company has been authorised by Beijing Municipal Commission of Commerce to set up and invest up to US$20 million in Jade Bird (HK). It is therefore currently expected that the Company will invest up to US$20 million in Jade Bird (HK) as the operation capital of Jade Bird (HK)’s import and export business.

The Board consider that the New H Shares Issue is highly beneficial to the Company by enlarging the shareholder and capital bases of the Company and providing capital for the Group’s development. Moreover, equity financing does not incur any interest expense on the part of the Company and could restrain the build-up of the debt-ratio, which will improve the financing structure of the Company.

LETTER FROM THE BOARD

Possible effects of the New H Shares Issue on the shareholding structure of the Company

Assuming that the New H Shares Issue is approved and all 400,000,000 New H Shares are permitted for issuance and are issued, and there is no other change to the share capital of the Company prior to completion of the New H Shares Issue, the shareholding structure of the Company as at the date of the Latest Practicable Date and immediately after the completion of the New H Shares Issue is set out as follows:

Non-listed Shares H Shares New H Shares Total	As at the Latest Practicable Date Number of Shares Approximate percentage of the Company’s issued share capital 700,000,000 50.77% 678,720,000 49.23% – – 1,378,720,000 100%	Immediately upon completion of the New H Shares Issue Number of Shares Approximate percentage of the Company’s issued share capital 700,000,000 39.35% 678,720,000 38.16% 400,000,000 22.49% 1,778,720,000 100%	Immediately upon completion of the New H Shares Issue Number of Shares Approximate percentage of the Company’s issued share capital 700,000,000 39.35% 678,720,000 38.16% 400,000,000 22.49% 1,778,720,000 100%
			100%

Equity fund raising activities in the past 12 months

The Company has not conducted any equity fund raising activities during the past 12 months immediately preceding the Latest Practicable Date.

LETTER FROM THE BOARD

THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The existing registered capital of the Company is set out in the Articles of Association. Upon completion of the New H Shares Issue, the number of H Shares in issue, the registered capital and the capital structure of the Company will change and therefore consequential amendments to the Articles of Association are necessary. Accordingly, the Board will seek from the Shareholders at the SGM, the H Shares Class Meeting and the Non-listed Shares Class Meeting the approval and authority to amend the relevant provisions in the Articles of Association to reflect the new capital structure of the Company as a result of the New H Shares Issue.

The amendments will involve the following existing articles of the Articles of Association:

Existing articles

Proposed amendments

Article 17 Upon the approval of the company examination and approval authorities that are authorized by the State Council, the total number of ordinary shares issued by the Company was 1,378,720,000 shares, among which, the number of ordinary shares issued by the Company to promoters was 700,000,000 and were subscribed as follows:

Upon the approval of the company examination and approval authorities that are authorized by the State Council, the total number of ordinary shares issued by the Company was [•] shares, among which, the number of ordinary shares issued by the C o m p a n y t o p r o m o t e r s w a s 700,000,000 and were subscribed as follows:

220,000,000 shares subscribed by Dynamic Win Assets Limited, representing 31.429% of the total number of issuable ordinary shares of the Company upon its incorporation; 110,000,000 shares subscribed by Beijing Beida Jade Bird Software System Co., Ltd., representing 15.714% of the total number of issuable ordinary shares of the Company upon its incorporation;

220,000,000 shares subscribed by Dynamic Win Assets Limited, representing 31.429% of the total number of issuable ordinary shares of the Company upon its incorporation;

110,000,000 shares subscribed by Beijing Beida Jade Bird Software System Co., Ltd., representing 15.714% of the total number of issuable ordinary shares of the Company upon its incorporation;

85,000,000 shares subscribed by B e i j i n g B e i d a Y u H u a n Microelectronics System Engineering Co., Ltd., representing 12.143% of the total number of issuable ordinary shares of the Company upon its incorporation;

LETTER FROM THE BOARD

75,000,000 shares subscribed by Beijing Tianqiao Beida Jade Bird SciTech Company Limited, representing 10.714% of the total number of issuable ordinary shares of the Company upon its incorporation;

40,000,000 shares subscribed by Beijing Beida Jade Bird Limited representing, 5.714% of the total number of issuable ordinary shares of the Company upon its incorporation;

50,000,000 shares subscribed by Asian Technology Investment Company Limited, representing 7.142% of the total number of issuable ordinary shares of the Company upon its incorporation;

30,000,000 shares subscribed by Dragon Air Investments Limited, representing 4.286% of the total number of issuable ordinary shares of the Company upon its incorporation;

20,000,000 shares subscribed by Hinet Company Limited, representing 2.857% of the total number of issuable ordinary shares of the Company upon its incorporation;

70,000,000 shares subscribed by New View Venture Limited, representing 10% of the total number of issuable ordinary shares of the Company upon its incorporation;

LETTER FROM THE BOARD

Mandatory Provisions Article 15

Note:

Beijing Tianqiao Beida Jade Bird SciTech Company Limited transferred 75,000,000 promoters shares held by it to Beijing Beida Jade Bird Limited as agreed on 15 March 2004. The promoters shares of the Company held by Beijing Beida Jade Bird Limited increased from the initial amount of 40,000,000 shares to 115,000,000 shares, representing 16.429% of the issuable ordinary shares of the Company upon its incorporation.
Beijing Tianqiao Beida Jade Bird SciTech Company Limited transferred 75,000,000 promoters shares held by it to Beijing Beida Jade Bird Limited as agreed on 15 March 2004. The promoters shares of the Company held by Beijing Beida Jade Bird Limited increased from the initial amount of 40,000,000 shares to 115,000,000 shares, representing 16.429% of the issuable ordinary shares of the Company upon its incorporation.
Dynamic Win Assets Limited transferred 14,586,000 promoters shares held by it to New View Venture Limited as agreed on 11 March 2004. The promoters shares of the Company held by Dynamic Win Assets Limited changed from the initial amount of 220,000,000 shares to 205,414,000 shares, representing 29% of the issuable ordinary shares of the Company upon its incorporation, whereas the promoters shares of the Company held by New View Venture Limited changed from the initial amount of 70,000,000 shares to 84,586,000 shares, representing 12.084% of the issuable ordinary shares of the Company upon its incorporation.
Dynamic Win Assets Limited transferred 14,586,000 promoters shares held by it to New View Venture Limited as agreed on 11 March 2004. The promoters shares of the Company held by Dynamic Win Assets Limited changed from the initial amount of 220,000,000 shares to 205,414,000 shares, representing 29% of the issuable ordinary shares of the Company upon its incorporation, whereas the promoters shares of the Company held by New View Venture Limited changed from the initial amount of 70,000,000 shares to 84,586,000 shares, representing 12.084% of the issuable ordinary shares of the Company upon its incorporation.
Beijing Beida Yu Huan Microelectronics System Engineering Co., Ltd. transferred 85,000,000 promoters shares held by it to Hang Zhou Beida Jade Bird Sci-Tech Co., Ltd. as agreed on 18 January 2008, representing 12.143% of the issuable ordinary shares of the Company upon its incorporation.
Beijing Beida Yu Huan Microelectronics System Engineering Co., Ltd. transferred 85,000,000 promoters shares held by it to Hang Zhou Beida Jade Bird Sci-Tech Co., Ltd. as agreed on 18 January 2008, representing 12.143% of the issuable ordinary shares of the Company upon its incorporation.
Hang Zhou Beida Jade Bird Sci-Tech Co., Ltd. transferred 85,000,000 promoters shares held by it to Beijing Beida High Technology Investment Co., Ltd. as agreed on 3 November 2009, representing 12.143% of the issuable ordinary shares of the Company upon its incorporation.
Hang Zhou Beida Jade Bird Sci-Tech Co., Ltd. transferred 85,000,000 promoters shares held by it to Beijing Beida High Technology Investment Co., Ltd. as agreed on 3 November 2009, representing 12.143% of the issuable ordinary shares of the Company upon its incorporation.

LETTER FROM THE BOARD

B ei j i n g B e i da Hi gh T e c hn ol og y 5. B ei ji ng B e id a Hi gh T e c hn ol og y Investment Co., Ltd. transferred Investment Co., Ltd. transferred 85,000,000 promoters shares held by it to 85,000,000 promoters shares held by it to Shenzhen Beida Jade Bird Technology Shenzhen Beida Jade Bird Technology Co., Ltd. as agreed on 15 April 2011, Co., Ltd. as agreed on 15 April 2011, representing 12.143% of the issuable representing 12.143% of the issuable ordinary shares of the Company upon its ordinary shares of the Company upon its incorporation. incorporation.
Beijing Beida Jade Bird Software System Co., Ltd. transferred 110,000,000 promoters shares held by it to Grant East (H.K.) Limited as agreed on 15 April 2011, representing 15.714% of the issuable ordinary shares of the Company upon its incorporation.
Beijing Beida Jade Bird Software System Co., Ltd. transferred 110,000,000 promoters shares held by it to Grant East (H.K.) Limited as agreed on 15 April 2011, representing 15.714% of the issuable ordinary shares of the Company upon its incorporation.
On 2 November 2015, Shenzhen Beida Jade Bird Sci-Tech Co., Ltd. agreed to transfer 85,000,000 promoters shares held by it to Haikou Jade Bird Yuanwang Sci-Tech Development Co., Ltd., representing 12.143% of the issuable ordinary shares of the Company upon its incorporation.
On 2 November 2015, Shenzhen Beida Jade Bird Sci-Tech Co., Ltd. agreed to transfer 85,000,000 promoters shares held by it to Haikou Jade Bird Yuanwang Sci-Tech Development Co., Ltd., representing 12.143% of the issuable ordinary shares of the Company upon its incorporation.
On 6 April 2020, Haikou Jade Bird Yuanwang Sci-Tech Development Co., Ltd. agreed to transfer 85,000,000 promoters shares held by it to Beijing R a i n b o w M o u n t a i n S c i - T e c h Development Co., Ltd., representing 12.143% of the issuable ordinary shares of the Company upon its incorporation.

On 6 April 2020, Haikou Jade Bird Yuanwang Sci-Tech Development Co., Ltd. agreed to transfer 85,000,000 promoters shares held by it to Beijing R a i n b o w M o u n t a i n S c i - T e c h Development Co., Ltd., representing 12.143% of the issuable ordinary shares of the Company upon its incorporation.

On 6 April 2020, Beijing Beida Jade Bird Limited agreed to transfer 115,000,000 promoters shares held by it to Beijing R a i n b o w M o u n t a i n S c i - T e c h Development Co., Ltd., representing 16.429% of the issuable ordinary shares of the Company upon its incorporation.
On 6 April 2020, Beijing Beida Jade Bird Limited agreed to transfer 115,000,000 promoters shares held by it to Beijing R a i n b o w M o u n t a i n S c i - T e c h Development Co., Ltd., representing 16.429% of the issuable ordinary shares of the Company upon its incorporation.

LETTER FROM THE BOARD

Article 18

The number of ordinary overseas listed foreign invested shares issued u p o n c a p i t a l i n c r e a s e a f t e r incorporation of the Company was 678,720,000 shares. After the capital increase, the total number of ordinary shares issued by the Company was 1 , 3 7 8 , 7 2 0 , 0 0 0 ; a m o n g w h i c h , 700,000,000 shares were held by the promoters, accounting for 50.772% of the total number of ordinary shares i s s u e d b y t h e C o m p a n y , a n d 678,720,000 overseas listed foreign invested shares were h eld by shareholders of overseas listed foreign invested shares, accounting for 49.228% of the total number of ordinary shares issued by the Company.

The number of ordinary overseas listed foreign invested shares issued u p o n c a p i t a l i n c r e a s e a f t e r incorporation of the Company was [•] shares. After the capital increase, the total number of ordinary shares issued by the Company was [•]; among which, 700,000,000 shares were held by the promoters, accounting for [•]% of the total number of ordinary shares issued by the Company, and [•] overseas listed foreign invested shares were held by shareholders of overseas listed foreign invested shares, accounting for [•]% of the total number of ordinary shares issued by the Company.

Article 21 The Company’s registered capital is The Company’s registered capital is RMB137,872,000. RMB[•].

As at the Latest Practicable Date, the number of H Shares to be issued under the New H Shares Issue has not been determined, subject to the completion of the New H Shares Issue, information marked [•] above, which have been bolded and underlined, will be completed when they are confirmed. Further announcement(s) will be made as and when appropriate to keep Shareholders updated on the details and progress of the amendments.

THE SGM, THE NON-LISTED SHARES CLASS MEETING AND THE H SHARES CLASS MEETING

The SGM, the Non-listed Shares Class Meeting and the H Shares Class Meeting will be held at 10:30 a.m., 11:00 a.m. and 11:30 a.m., respectively, on Tuesday, 2 March 2021 at Conference Room A, Block B, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC, the notices of which are set out on pages SGM-1 to 3, NLSC-1 to 3 and HSCM-1 to 3, respectively, of this circular, for the Shareholders to consider and, if thought fit, approve the grant of the Specific Mandate to issue the New H Shares and the proposed amendments to the Articles of Association.

In compliance with the GEM Listing Rules, the resolutions will be voted on by way of a poll at the SGM, the Non-listed Shares Class Meeting and the H Shares Class Meeting.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries as at the Latest Practicable Date, as no Shareholder has a material interest in the proposed grant of the Specific Mandate to issue the New H Shares and the proposed amendments to the Articles of Association, no Shareholders will be required to abstain from voting on the resolutions to be proposed at the SGM, the Non-listed Shares Class Meeting and the H Shares Class Meeting.

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF SHAREHOLDERS

The registers of shareholders of the Company will be closed from Thursday, 25 February 2021 to Tuesday, 2 March 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the SGM and/or H Shares Class Meeting, all transfer of H Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:30 p.m. on Wednesday, 24 February 2021.

The forms of proxy for use at the SGM, the Non-listed Shares Class Meeting and the H Shares Class Meeting are enclosed with this circular. To be valid, the form(s) of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority at the Company’s share registrar in Hong Kong (for holders of H Shares) or the principal place of business of the Company in Beijing (for holders of Non-listed Shares) by 10:30 a.m. (for the SGM), 11:00 a.m. (for the Non-listed Shares Class Meeting) and 11:30 a.m. (for the H Shares Class Meeting) on Monday, 1 March 2021 or in any event not less than 24 hours before the time appointed for holding any adjournment of the SGM, the Non-listed Shares Class Meeting and the H Shares Class Meeting. Completion and delivery of the form(s) of proxy will not preclude you from attending and voting at the SGM, the Non-listed Shares Class Meeting or the H Shares Class Meeting or any of such adjourned meeting if you so wish.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors believe that the proposed grant of the Specific Mandate to issue the New H Shares and the proposed amendments to the Articles of Association are in the interests of the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions as set out in the notice of SGM, the notice of the H Shares Class Meeting and the notice of the Non-listed Shares Class Meeting.

On behalf of the Board

Beijing Beida Jade Bird Universal Sci-Tech Company Limited Ni Jinlei

Chairman

NOTICE OF SGM

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

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北京北大青鳥環宇科技股份有限公司 BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 08095)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (‘‘SGM’’) of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (‘‘Company’’) will be held at 10:30 a.m. on Tuesday, 2 March 2021 at Conference Room A, Block B, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the People’s Republic of China (‘‘PRC’’), for the purpose of considering and, if thought fit, passing the following resolutions as special resolutions of the Company:

SPECIAL RESOLUTIONS

‘‘THAT:
(a) the directors (‘‘Directors’’) of the Company be and are hereby granted the specific mandate to exercise the powers of the Company to allot and issue no more than 400,000,000 New H shares of the Company (‘‘New H Shares Issue’’) pursuant to the terms and conditions set out in the circular of the Company dated 8 February 2021 (‘‘Circular’’), a copy of which is marked ‘‘A’’ and signed by the chairman of the SGM for identification purpose has been tabled at the SGM; and
(b) the board of Directors (‘‘Board’’) and any Director(s) delegated by the Board (acting individually or collectively) be and are hereby authorised, for and on behalf of the Company, to complete and do all such acts or things as such Director may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the New H Shares Issue (including but not limited to those set out in the Circular) and the transactions contemplated thereunder.’’
‘‘THAT:
(a) the proposed amendments to Article 17, Article 18 and Article 21 of the articles of association of the Company (‘‘Articles of Association’’) in respect of the issued share capital, registered share capital and capital structure of the Company subsequent to completion of the New H Shares Issue be and are hereby approved; and

SGM-1

NOTICE OF SGM

(b) the Board and any Director(s) delegated by the Board (acting individually or collectively) be and are hereby granted the authority to make necessary consequential amendments to Article 17, Article 18 and Article 21 of the Articles of Association in respect of the issued share capital, registered share capital and capital structure of the Company subsequent to completion of the New H Shares Issue, and to make relevant registration and filing procedures with the relevant governmental authorities and to do all such acts or things as such Director may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the amendments to the Articles of Association.’’

On behalf of the Board Beijing Beida Jade Bird Universal Sci-Tech Company Limited Ni Jinlei Chairman

Beijing, the PRC 8 February 2021

Notes:

(A) The registers of shareholders of the Company (‘‘Shareholders’’) will be closed from Thursday, 25 February 2021 to Tuesday, 2 March 2021 (both days inclusive) during which period no transfer of shares of the Company (‘‘Shares’’) will be registered. In order to qualify for the entitlement to attend and vote at the SGM, all transfer of H Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, by 4:30 p.m. on Wednesday, 24 February 2021.

The address of Hong Kong Registrars Limited is as follows:

17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong

(Fax no: 852–2865–0990)

(B) Each holder of H Shares entitled to attend and vote at the SGM shall have the right to appoint one or several persons who may not be Shareholders to act as his/her proxy to attend and vote at the SGM on his/her behalf.
(C) The instrument appointing a proxy must be in writing under the hand of the principal or his/her attorney duly authorised in writing; for a legal person, the form of proxy must be affixed with the common seal or signed by its director or attorney duly authorized in writing. If that instrument is signed by a person authorized by the principal, the power of attorney or other authorization documents authorized to be signed shall be notarized.
(D) The instrument of proxy, and if the instrument of proxy is signed by a person authorized by the principal, a notarized copy of that power of attorney or other authorization documents, must be deposited at the Company’s H share registrar in Hong Kong, Hong Kong Registrars Limited, by 10:30 a.m. on Monday, 1 March 2021 or not less than 24 hours before the time for holding any adjournment of the SGM in order for such documents to be valid.

The address of Hong Kong Registrars Limited is as follows:

17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong

(Fax no: 852–2865–0990)

SGM-2

NOTICE OF SGM

(E) Each holder of non-listed Shares entitled to attend and vote at the SGM shall have the right to appoint in writing one or several persons (who may not be Shareholders) to act as his/her proxy to attend and vote at the SGM on his/her behalf. Notes (C) and (D) above also apply to holders of non-listed Shares, except that the instrument of proxy or other documents of authority must be deposited at the principal place of business of the Company in Beijing, by 10:30 a.m. on Monday, 1 March 2021 or not less than 24 hours before the time for holding any adjournment of the SGM in order for such documents to be valid.

The principal place of business of the Company in Beijing is as follows:

3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC

(Fax no: 86–10–6275–8434)

(F) If a Shareholder appoints others to attend the SGM, the proxy shall produce his/her own identification document and the instrument of proxy signed by the proxy or his/her legal representative, and specifying the date of its issuance. If a legal person Shareholder appoints a proxy to attend the SGM, such proxy should produce his/her identification documents and a notarized copy of the resolution of the board of directors of the legal person appointing such proxy.
(G) The SGM is expected to last for 30 minutes. Shareholders attending the SGM are responsible for their own transportation and accommodation expenses.
(H) The resolutions at the SGM will be taken by poll pursuant to the Rules (‘‘GEM Listing Rules’’) Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) and the results of the poll will be published on the websites of GEM of the Stock Exchange and the Company in accordance with the GEM Listing Rules.

As at the date of this notice, Mr. Ni Jinlei, Mr. Zhang Wanzhong and Ms. Zheng Zhong are executive Directors, Ms. Xue Li, Mr. Xiang Lei and Mr. Ip Wing Wai are non-executive Directors and Mr. Tang Xuan, Mr. Li Juncai, Mr. Li Chonghua and Mr. Shen Wei are independent non-executive Directors.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice 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 notice misleading.

This notice will remain on the website of GEM of the Stock Exchange at ‘‘www.hkgem.com’’ on the ‘‘Latest Company Announcements’’ page for at least 7 days from the date of its posting and on the website of the Company at ‘‘www.jbu.com.cn’’.

SGM-3

NOTICE OF NON-LISTED SHARES CLASS MEETING

==> picture [59 x 54] intentionally omitted <==

北京北大青鳥環宇科技股份有限公司 BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 08095)

NOTICE OF NON-LISTED SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of holders of the non-listed shares (‘‘Non-listed Shares Class Meeting’’) of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (‘‘Company’’) will be held at 11:00 a.m. on Tuesday, 2 March 2021 at Conference Room A, Block B, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the People’s Republic of China (‘‘PRC’’), for the purpose of considering and, if thought fit, passing the following resolution as special resolutions of the Company:

SPECIAL RESOLUTIONS

‘‘THAT:
(a) the directors (‘‘Directors’’) of the Company be and are hereby granted the specific mandate to exercise the powers of the Company to allot and issue no more than 400,000,000 New H shares of the Company (‘‘New H Shares Issue’’) pursuant to the terms and conditions set out in the circular of the Company dated 8 February 2021 (‘‘Circular’’), a copy of which is marked ‘‘A’’ and signed by the chairman of the Non-listed Shares Class Meeting for identification purpose has been tabled at the Non-listed Shares Class Meeting; and
(b) the board of Directors (‘‘Board’’) and any Director(s) delegated by the Board (acting individually or collectively) be and are hereby authorised, for and on behalf of the Company, to complete and do all such acts or things as such Director may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the New H Shares Issue (including but not limited to those set out in the Circular) and the transactions contemplated thereunder.’’

NLSCM-1

NOTICE OF NON-LISTED SHARES CLASS MEETING

‘‘THAT:
(a) the proposed amendments to Article 17, Article 18 and Article 21 of the articles of association of the Company (‘‘Articles of Association’’) in respect of the issued share capital, registered share capital and capital structure of the Company subsequent to completion of the New H Shares Issue be and are hereby approved; and
(b) the Board and any Director(s) delegated by the Board (acting individually or collectively) be and are hereby granted the authority to make necessary consequential amendments to Article 17, Article 18 and Article 21 of the Articles of Association in respect of the issued share capital, registered share capital and capital structure of the Company subsequent to completion of the New H Shares Issue, and to make relevant registration and filing procedures with the relevant governmental authorities and to do all such acts or things as such Director may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the amendments to the Articles of Association.’’

On behalf of the Board

Beijing Beida Jade Bird Universal Sci-Tech Company Limited Ni Jinlei Chairman

Beijing, the PRC 8 February 2021

Notes:

(A) The registers of shareholders of the Company will be closed from Thursday, 25 February 2021 to Tuesday, 2 March 2021 (both days inclusive) during which period no transfer of shares of the Company (‘‘Shares’’) will be registered.
(B) Each holder of non-listed Shares entitled to attend and vote at the Non-listed Shares Class Meeting shall have the right to appoint in writing one or several persons (who may not be holders of non-listed Shares) to act as his/her proxy to attend and vote at the Non-listed Shares Class Meeting on his/her behalf.
(C) The instrument appointing a proxy must be in writing under the hand of the principal or his/her attorney duly authorised in writing; for a legal person, the form of proxy must be affixed with the common seal or signed by its director or attorney duly authorized in writing. If that instrument is signed by a person authorized by the principal, the power of attorney or other authorization documents authorized to be signed shall be notarized.
(D) The instrument of proxy, and if the instrument of proxy is signed by a person authorized by the principal, a notarized copy of that power of attorney or other authorization documents, must be deposited at the principal place of business of the Company in Beijing, by 11:00 a.m. on Monday, 1 March 2021 or not less than 24 hours before the time for holding any adjournment of the Non-listed Shares Class Meeting in order for such documents to be valid.

The principal place of business of the Company in Beijing is as follows:

3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC

(Fax no: 86–10–6275–8434)

NLSCM-2

NOTICE OF NON-LISTED SHARES CLASS MEETING

(E) If a Shareholder appoints others to attend the Non-listed Shares Class Meeting, the proxy shall produce his/her own identification document and the instrument of proxy signed by the proxy or his/her legal representative, and specifying the date of its issuance. If a legal person Shareholder appoints a proxy to attend the Non-listed Shares Class Meeting, such proxy should produce his/her identification documents and a notarized copy of the resolution of the board of directors of the legal person appointing such proxy.
(F) The Non-listed Shares Class Meeting is expected to last for 30 minutes. Shareholders attending the Non-listed Shares Class Meeting are responsible for their own transportation and accommodation expenses.
(G) The resolutions at the Non-listed Shares Class Meeting will be taken by poll pursuant to the Rules (‘‘GEM Listing Rules’’) Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) and the results of the poll will be published on the websites of GEM of the Stock Exchange and the Company in accordance with the GEM Listing Rules.

NLSCM-3

NOTICE OF H SHARES CLASS MEETING

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北京北大青鳥環宇科技股份有限公司 BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 08095)

NOTICE OF H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of holder of the H shares (‘‘H Shares Class Meeting’’) of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (‘‘Company’’) will be held at 11:30 a.m. on Tuesday, 2 March 2021 at Conference Room A, Block B, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the People’s Republic of China (‘‘PRC’’), for the purpose of considering and, if thought fit, passing the following resolutions as special resolutions of the Company:

SPECIAL RESOLUTIONS

‘‘THAT:
(a) the directors (‘‘Directors’’) of the Company be and are hereby granted the specific mandate to exercise the powers of the Company to allot and issue no more than 400,000,000 New H shares of the Company (‘‘New H Shares Issue’’) pursuant to the terms and conditions set out in the circular of the Company dated 8 February 2021 (‘‘Circular’’), a copy of which is marked ‘‘A’’ and signed by the chairman of the H Shares Class Meeting for identification purpose has been tabled at the H Shares Class Meeting; and
(b) the board of Directors (‘‘Board’’) and any Director(s) delegated by the Board (acting individually or collectively) be and are hereby authorised, for and on behalf of the Company, to complete and do all such acts or things as such Director may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the New H Shares Issue (including but not limited to those set out in the Circular) and the transactions contemplated thereunder.’’

HSCM-1

NOTICE OF H SHARES CLASS MEETING

‘‘THAT:
(a) the proposed amendments to Article 17, Article 18 and Article 21 of the articles of association of the Company (‘‘Articles of Association’’) in respect of the issued share capital, registered share capital and capital structure of the Company subsequent to completion of the New H Shares Issue be and are hereby approved; and
(b) the Board and any Director(s) delegated by the Board (acting individually or collectively) be and are hereby granted the authority to make necessary consequential amendments to Article 17, Article 18 and Article 21 of the Articles of Association in respect of the issued share capital, registered share capital and capital structure of the Company subsequent to completion of the New H Shares Issue, and to make relevant registration and filing procedures with the relevant governmental authorities and to do all such acts or things as such Director may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the amendments to the Articles of Association.’’

On behalf of the Board