China Netcom Technology Holdings Limited — Proxy Solicitation & Information Statement 2021

Mar 29, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 China Netcom Technology Holdings Limited (the “ Company ”), you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) 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.

This circular, for which the directors (the “ Directors ”) of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange 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.

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8071)

PROPOSALS FOR (I) GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; (II) RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the “ AGM ”) of the Company to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 31 May 2021 at 10:30 a.m. is set out on pages 12 to 15 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time appointed for holding of the AGM or any adjournment thereof to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish.

This circular will remain on the “Latest Listed Company Information” page of the GEM website at www.hkgem.com for a minimum period of 7 days from the date of its publication and on the Company’s website at www.irasia.com/listco/hk/chinanetcom.

PRECAUTIONARY MEASURES FOR THE AGM

Please see page 1 of this circular for precautionary measures being taken to prevent and control the spread of the coronavirus disease 2019 (“ COVID-19 ”) at the AGM, including but not limited to:

• compulsory body temperature checks and health declaration

• wearing of surgical face masks

• no refreshment will be served, and there will be no corporate gift

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the AGM venue. The Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the AGM at all times, and reminds the Shareholders that they may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

29 March 2021

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 Main Board of 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.

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CONTENTS

		Page
PRECAUTIONARY MEASURES FOR THE AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2
LETTER FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	PROPOSED GRANTING OF GENERAL MANDATES
	TO ISSUE AND REPURCHASE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	PROPOSED RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – DETAILS OF DIRECTORS OFFERED THEMSELVES
	FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE	OF AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing COVID-19 epidemic and recent guidelines for prevention and control of its spread, the Company will implement the following precautionary measures at the AGM to protect the Shareholders, staff and other stakeholders who attend the AGM from the risk of infection:

• (i) compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at each entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;

• (ii) each attendee may be asked whether (a) he/she was travelled outside of Hong Kong within the 14-day period immediately before the AGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the AGM venue or be required to leave the AGM venue;

• (iii) the Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the AGM at all times, and to maintain a safe distance between seats; and

• (iv) no refreshment will be served at the AGM, and there will be no corporate gift.

Any person who does not comply with the above requirements may be denied entry into the AGM venue or be required to leave the AGM venue. To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of other attendees at the AGM. In our case, denied entry to the AGM venue also means that person will not be allowed to attend the AGM.

In the interest of all stakeholders’ health and safety and in accordance with recent guidelines for prevention and control of the spread of COVID-19, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, the Shareholders may complete the proxy forms and appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy forms were despatched to the Shareholders together with this circular, and can otherwise be downloaded from the websites of the Company at www.irasia.com/listco/ hk/chinanetcom or the Stock Exchange at www.hkexnews.hk. If you are not a registered Shareholder (i.e. if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.

If you have any questions relating to the AGM, please contact the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, via the following:

Address: Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong Email: is-enquiries@hk.tricorglobal.com Telephone: +852 2980 1333 Fax: +852 2810 8185

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DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 31 May 2021 at 10:30 a.m., a notice of which is set out on pages 12 to 15 of this circular

“Articles” the articles of association of the Company as amended from time to time “Board” the board of Directors

“Chairman” the chairman of the Board “Company” China Netcom Technology Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM “Director(s)” the director(s) of the Company

“Enniu Network” Hangzhou Enniu Network Technology Co., Ltd. “Extension Mandate” a general and unconditional mandate to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

“GEM” GEM of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM, as amended from time to time “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” a general and unconditional mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares not exceeding 20% of the total number of the issued Shares as at the date of passing of the relevant resolution at the AGM

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DEFINITIONS

“Latest Practicable Date” 23 March 2021, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained in this circular “PRC” or “China” the People’s Republic of China “Repurchase Mandate” a general and unconditional mandate to the Directors to exercise the power of the Company to repurchase the Shares, not exceeding 10% of the total number of issued Shares as at the date of passing the relevant resolution at the AGM “SFC” the Securities and Futures Commission of Hong Kong “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time “Share(s)” ordinary share(s) of HK$0.005 each in the capital of the Company “Shareholder(s)” the holder(s) of the issued Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Codes on Takeovers and Mergers approved by the SFC, as amended from time to time “%” per cent

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LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8071)

Executive Directors: Mr. Sun Haitao (Chairman) Mr. Zhao Ke

Independent non-executive Directors: Mr. Song Ke Mr. Wu Bo Mr. Michael Yu Tat Chi

Registered office: Second Floor, Century Yard Cricket Square, P.O. Box 902 Grand Cayman, KY1-1103 Cayman Islands

Principal place of business in Hong Kong: Unit 1006, 10th Floor Tower One, Lippo Centre 89 Queensway Hong Kong 29 March 2021

To the Shareholders

Dear Sirs or Madams

PROPOSALS FOR (I) GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; AND (II) RE-ELECTION OF DIRECTORS

1. INTRODUCTION

The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the AGM which include, amongst others, the approval of the (i) grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and (ii) reelection of Directors; and to give you notice of the AGM.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 29 May 2020, the Directors were granted a general mandate to allot, issue and deal with Shares and a general mandate to repurchase Shares on GEM. These mandates will expire at the conclusion of the AGM. At the AGM, among other businesses, resolutions will be proposed to grant the Issue Mandate, the Repurchase Mandate and the Extension Mandate to the Directors.

Subject to the passing of the proposed resolution for the grant of the Issue Mandate and on the basis that no Shares are issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the AGM, the Directors will be authorised to issue up to a maximum of 937,209,676 Shares pursuant to the Issue Mandate based on the total number of issued Shares of 4,686,048,381 as at the Latest Practicable Date.

Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the end of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of Hong Kong and the Cayman Islands to be held; or (c) when revoked or varied by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

Under the GEM Listing Rules, the Company is required to give the Shareholders an explanatory statement containing all information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Repurchase Mandate. The explanatory statement required by the GEM Listing Rules is set out in the Appendix I to this circular.

3. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with article 87 of the Articles, Mr. Sun Haitao and Mr. Michael Yu Tat Chi will retire and, being eligible, offer themselves for re-election as Directors at the AGM.

Particulars of the abovementioned Directors to be re-elected are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

4. AGM

The notice of the AGM is set out on pages 12 to 15 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

At the AGM, resolutions will be proposed to approve, amongst others, the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate to the Directors and the reelection of Directors by way of poll. An announcement on the poll results will be published by the Company after the AGM.

For the purpose of determining the Shareholders who are qualified for attending and voting at the AGM, the Company’s register of members will be closed from Tuesday, 25 May 2021 to Monday, 31 May 2021, both days inclusive, during which no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 24 May 2021.

Whether or not you are able to attend the AGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for holding of the AGM or any adjournment thereof to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish.

5. RECOMMENDATION

The Directors are of the opinion that the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of Directors referred to in this circular are in the best interests of the Company and the Shareholders as a whole, and recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

By order of the Board China Netcom Technology Holdings Limited Sun Haitao Chairman and Executive Director

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

This Appendix serves as an explanatory statement, as required by Rule 13.08 of the GEM Listing Rules, to provide requisite information as to the proposed Repurchase Mandate.

1. GEM LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The GEM Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the SFC subject to certain restrictions. Among such restrictions, the GEM Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 4,686,048,381 Shares in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 468,604,838 Shares.

3. REASONS OF THE PROPOSED REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Share repurchase 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 and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

4. PROPOSED SOURCE OF FUNDS

Repurchase made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Articles, the laws of Hong Kong and the Cayman Islands and/or any other applicable laws, as the case may be. A listed 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.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was 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 as at 31 December 2020, being the date of its latest published audited consolidated financial statements. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

5. THE TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases upon the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code.

As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, so far as was known to the Directors, Mr. Sun Haitao (the Chairman and an executive Director) together with his concerted parties (the “ Concerted Group ”) are deemed to control an aggregate of 2,199,963,213 Shares, representing approximately 46.95% of the total number of issued Shares. Assuming that there will be no change in the issued Shares and the Concerted Group does not dispose of its Shares nor acquire additional Shares prior to any repurchase of Shares and if the Repurchase Mandate was exercised in full, the shareholding held by the Concerted Group in the Company would be increased to approximately 52.16% of the then total number of issued Shares.

Such increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. However, the Directors do not have a present intention to exercise the Repurchase Mandate to such an extent that would result in general offer obligations under Rule 26 of the Takeovers Code or the number of Shares held by the public being reduced to less than 25%.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the 12 calendar months immediately preceding and up to and including the Latest Practicable Date are as follows:

ticable Date are as follows:
	Price per Share
	Highest	Lowest
	HK$	HK$
2020
March	0.034	0.019
April	0.030	0.020
May	0.029	0.021
June	0.028	0.018
July	0.027	0.018
August	0.039	0.019
September	0.035	0.025
October	0.034	0.024
November	0.030	0.024
December	0.035	0.026
2021
January	0.039	0.026
February	0.075	0.029
March (up to and including the Latest Practicable Date)	0.051	0.038

7. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

8. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules, the Articles and the applicable laws of Hong Kong and the Cayman Islands.

9. INTENTION OF THE DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSON OF THE COMPANY

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the GEM Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders at the AGM and exercised.

No core connected person (as defined in the GEM Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company or its subsidiaries nor has any such core connected person undertaken not to do so in the event that the Repurchase Mandate is granted.

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APPENDIX II DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

PARTICULARS OF DIRECTORS FOR RE-ELECTION

Details of the Directors who are proposed to be re-elected at the AGM are set out below:

Mr. Sun Haitao , aged 40, was appointed as the Chairman and an executive Director since August 2017. Currently, Mr. Sun also serves as the chairman of the board and an executive director of 51 Credit Card Inc. (“ 51 Credit Card ”) (listed on the Stock Exchange, stock code: 2051) and a director of various subsidiaries of its group including, among others, Enniu Network.

Mr. Sun is an entrepreneur and obtained a bachelor’s degree in business administration from Hangzhou Institute of Electronic Industry (now known as the Hangzhou Dianzi University) in the PRC in June 2002. He has been engaging in Internet businesses since 2004, and founded several Internet companies from 2004 to 2012. In May 2012, Mr. Sun led the team to create the credit card management mobile application named “51 Credit Card Manager” under 51 Credit Card.

To the knowledge of the Directors, as at the Latest Practicable Date, Mr. Sun had interests in 1,834,963,213 Shares within the meaning of Part XV of the SFO, representing approximately 39.16% of the total number of issued Shares. Mr. Sun is indirectly interested in approximately 26.94% and 30.59% of the equity interest in Enniu Network and 51 Credit Card, respectively.

Save as disclosed above, as at the Latest Practicable Date, Mr. Sun did not have any relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders and he did not at present nor had he in the past three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Sun has entered into an appointment contract with the Company for a term of three years, which is determinable by either party giving not less than one month’s written notice in advance. He is entitled to a director’s fee of HK$59,500 per month (with effect from 1 April 2021) and discretionary bonus as determined in accordance with the internal regulations of the Company. He is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles.

As at the Latest Practicable Date, there is no information which is discloseable nor is/ was Mr. Sun involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there are no other matters concerning the re-election of Mr. Sun that need to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF DIRECTORS OFFERED THEMSELVES FOR RE-ELECTION

Mr. Michael Yu Tat Chi , aged 56, was appointed as an independent non-executive Director since August 2017. Mr. Yu obtained a bachelor of commerce degree from the University of New South Wales in Australia. He is a fellow member of the CPA Australia and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Yu is also a founding member of The Hong Kong Independent Non-Executive Director Association. Mr. Yu has years of experience in accounting, corporate finance and asset management. He had held senior management positions in several listed companies in Hong Kong. Mr. Yu is currently an independent non-executive director of each of Golden Resources Development International Limited (listed on the Stock Exchange, stock code: 677), EVOC Intelligent Technology Company Limited (listed on the Stock Exchange, stock code: 2308), Applied Development Holdings Limited (listed on the Stock Exchange, stock code: 519), Lerado Financial Group Company Limited (listed on the Stock Exchange, stock code: 1225) and Unity Investments Holdings Limited (listed on the Stock Exchange, stock code: 913), respectively

As at the Latest Practicable Date, Mr. Yu did not have any interests in the Shares within the

meaning of Part XV of the SFO.

As at the Latest Practicable Date, Mr. Yu did not have any relationships with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. Save as disclosed above, as at the Latest Practicable Date, he did not at present nor had he in the past three years held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Yu has entered into a letter of appointment with the Company for a term of three years, which is determinable by either party giving not less than three months’ written notice in advance. According to the letter of appointment, he is entitled to a Director’s fee of HK$150,000 per annum as determined with reference to market pay levels and in accordance with the internal regulations of the Company. He is subject to retirement by rotation and reelection at least once every three years at the annual general meetings of the Company in accordance with the provisions of the Articles.

As at the Latest Practicable Date, there is no information which is discloseable nor is/ was Mr. Yu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 17.50(2)(h) to (v) of the GEM Listing Rules and there are no other matters concerning the re-election of Mr. Yu that need to be brought to the attention of the Shareholders.

FURTHER INFORMATION IN RELATION TO THE RE-ELECTION

The recommendation of the appointment of the above Directors to the Board was made in accordance with the Company’s nomination policy and objective criteria (including without limitation professional experience, skills, knowledge, gender, age, cultural and educational background, ethnicity, and length of service), with due regard for the benefits of diversity, as set out under the Company’s board diversity policy. The Board has also taken into account the contributions of the above Directors and their commitments to their roles. The Company has also received the independence confirmation from each independent non-executive Director pursuant to Rule 5.09 of the GEM Listing Rules and was satisfied with their independence.

In view of the above, the Board believes the respective education, background and experience of each Director will allow him to provide valuable insights and contribute to the diversity of the Board and therefore should be re-elected.

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NOTICE OF AGM

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8071)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of China Netcom Technology Holdings Limited (the “ Company ”) will be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 31 May 2021 at 10:30 a.m. to consider and, if thought fit, transact the following ordinary businesses:

1. to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “ Directors ”) and of the auditor of the Company for the year ended 31 December 2020;

2. (i) to re-elect Mr. Sun Haitao as an executive Director;

3. (ii) to re-elect Mr. Michael Yu Tat Chi as an independent non-executive Director; and

4. (iii) to authorise the board (the “ Board ”) of Directors to fix the Directors’ remuneration;

5. to re-appoint Baker Tilly Hong Kong Limited as the Company’s auditor to hold office until conclusion of the next annual general meeting at a fee to be agreed with the Board;

and, as special businesses, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification):

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on GEM (the “ GEM Listing Rules ”) of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares of HK$0.005 each (the “ Shares ”, each, a “ Share ”) in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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NOTICE OF AGM

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) below);

• (c) the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the GEM Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed 20% of the total number of issued Shares on the date of the passing of this resolution; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is 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 of the Company or the applicable laws of Hong Kong and the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders (the “ Shareholders ”) of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

“ Rights Issue ” means an offer of Shares, 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 on the Company’s register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion or other arrangements as the Directors 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

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NOTICE OF AGM

1. “ THAT

2. (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to repurchase Shares on the Stock Exchange, or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange and all other applicable laws and regulations of Hong Kong and the Cayman Islands in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the total number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined in paragraph (c) below) shall not exceed 10% of the total number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

4. (c) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is 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 of the Company or the applicable laws of Hong Kong and the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution.”

• “ THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4 above be and is hereby extended by the addition to the total number of Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to or in accordance with such general mandate of an amount representing the total number of Shares purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above.”

By order of the Board

China Netcom Technology Holdings Limited Sun Haitao

Chairman and Executive Director

29 March 2021

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NOTICE OF AGM

As at the date hereof, the Board comprised the following Directors:

Executive Directors:

Mr. Sun Haitao (Chairman) Mr. Zhao Ke

Independent non-executive Directors: Mr. Song Ke Mr. Wu Bo Mr. Michael Yu Tat Chi

Principal place of business in Hong Kong: Unit 1006, 10th Floor Tower One, Lippo Centre 89 Queensway Hong Kong

Notes:

• (a) Any Shareholder entitled to attend and vote at the above meeting is entitled to appoint one or, if he/she is the holder of two or more Shares, more than one proxy to attend and vote on his/her behalf in accordance with the articles of association of the Company. A proxy need not be a Shareholder.

• (b) In order to be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the above meeting or any adjournment thereof.

• (c) Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (d) In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she was solely entitled thereto; if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the Company’s register of members in respect of the joint holding.

• (e) For the purpose of determining the Shareholders who are qualified for attending and voting at the meeting, the Company’s register of members will be closed from Tuesday, 25 May 2021 to Monday, 31 May 2021, both days inclusive, during which no transfer of Shares will be registered. In order to be eligible to attend and vote at the meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Monday, 24 May 2021.

• (f) If a typhoon signal number 8 or above is hoisted or a black rainstorm warning signal or an announcement on “extreme conditions” caused by super typhoon is in force at or at any time after 8 a.m. on the date of the above meeting, the above meeting will be adjourned. An announcement will be posted on the websites of the Company and the Stock Exchange to notify the Shareholders of the date, time and place of the adjourned meeting. The above meeting will be held as scheduled when an amber or a red rainstorm warning signal is in force. Shareholders should decide on their own whether they would attend the above meeting under bad weather conditions bearing in mind their own situations.

• (g) If any Shareholders have any particular access request or special needs for participating in the above meeting, please contact the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited (telephone: +852 2980 1333) on or before Monday, 24 May 2021.

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