CMON Limited — Board/Management Information 2020

Sep 23, 2020

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

瀋陽公用發展股份有限公司 Shenyang Public Utility Holdings Company Limited

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

(Stock code: 747)

(I) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR;

(II) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND (III) NOTICE OF SECOND EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 6 of this circular.

A notice convening the EGM of the Company to be held at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC at 3 p.m. on 12 November 2020 is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you are able to attend such meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H share registrar, the Hong Kong Registrars Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC (for the holders of Domestic Shares) as soon as possible and in any event not less than 24 hours before the time appointed for holding such meeting or any adjourned meeting (as the case may be).

Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting should you so wish.

24 September 2020

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix I	— Biographical Details of Proposed Director . . . . . . . . . . . .	I-1
Appendix II	— Proposed Amendments to the Articles of Association . . .	II-1
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		EGM-1

– i –

DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company

• “Board” the board of Directors

• “Company”

• Shenyang Public Utility Holdings Company Limited* (瀋陽公用發展股份有限公司), a joint stock limited company incorporated in the PRC and whose H Shares are listed on the main board of the Stock Exchange

• “Director(s)” means the directors of the Company

• “Domestic Share(s)”

• domestic share(s) with a nominal value of RMB1 each in the share capital of the Company which are subscribed for in RMB

• “Domestic Shareholders”

• holders of the Domestic Share(s)

• “EGM”

• an extraordinary general meeting of the Company proposed to be convened and held for the Shareholders to consider, and if appropriate, approve the proposed appointment of Independent non-executive Director and the proposed amendments to the Articles of Association

• “Group”

• the Company and its subsidiaries

• “H Share(s)”

• overseas listed foreign ordinary share(s) in the share capital of the Company, with a nominal value of RMB1 each, all of which are listed on the main board of the Stock Exchange, and subscribed for and traded in Hong Kong dollars

• “H Shareholders”

holders of the H Share(s)

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 18 September 2020, being the latest practicable date for the purpose of ascertaining certain information contained in the circular prior to its publication

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

“PRC”	the People’s Republic of China
“Share(s)”	H Share(s) and Domestic Share(s)
“Shareholder(s)”	holder(s) of the H Shares and the Domestic Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

• For identification purpose only

– 2 –

LETTER FROM THE BOARD

瀋陽公用發展股份有限公司 Shenyang Public Utility Holdings Company Limited

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

(Stock code: 747)

Executive Directors: Registered office: Mr. Zhang Jing Ming (Chairman) No. 1–4, 20A, Central Street, Mr. Leng Xiao Rong Shenyang Economic and Mr. Chau Ting Yan Technological Development Zone, the PRC

Non-executive Directors: Mr. Ye Zhi E Principal place of business in the PRC: Mr. Yin Zong Chen Room 2-12-5, Block B, Diwang Club Apartment, No. 19 Wenyi Road, Independent Non-executive Directors: Shenhe District, Shenyang, Mr. Chan Ming Sun Jonathan the PRC Mr. Guo Lu Jin Ms. Gao Hong Hong Principal place of business in Hong Kong: 8/F., Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong

24 September 2020

To the Shareholders

Dear Sir or Madam,

(I) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR;

(II) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; AND

(III) NOTICE OF SECOND EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 8 September 2020 (the “ Announcement ”) in relation to among other things, nomination of the independent non-executive Director and proposed amendments to the Articles of Association.

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with the notice of the EGM and the further information regarding the resolutions to be proposed at the EGM in relation to (i) the proposed appointment of independent non-executive Director; and (ii) the proposed amendments to the Articles of Association, so that you may make informed decisions on such resolutions at the EGM.

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Luo Zhuo Qiang (“ Mr. Luo ”) has been nominated as a candidate for election as an independent non-executive Director, chairman of audit committee and the member of remuneration committee of the Company at the EGM, in replacement of the existing director, Mr. Chan Ming Sun Jonathan.

The Board has received a written confirmation from Mr. Luo that he meets the independence criteria as set out in the Rule 3.13 of the Listing Rules and is satisfied that he is independent in accordance with Rule 3.12 of the Listing Rules. With many years of audit, financing and operation experience, Mr. Luo is a good addition to the Board to better monitor the implementation of the Company’s strategic development plans.

The Board has taken various factors for diversity of Board members, including but not limited to cultural and educational background, professional experience, skills and knowledge, into consideration in nominating Mr. Luo. The nomination was based on the value of the candidate and his contributions to the Board, taking full account of the benefits of diversity of Board members with objective conditions, and in accordance with relevant requirements of laws, regulations and securities regulators.

Under the Articles of Association, Shareholders’ approval at the general meeting is required for the appointment of directors. The appointment of Mr. Luo is subject to the Shareholders’ approval at the EGM. The biographical details of Mr. Luo is set out in Appendix I to this circular.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Company held the meeting of the board on 8 September 2020, which has considered and approved, the resolution in relation to the amendments to the Articles of Association (the “ Proposed Amendments ”).

According to the Reply of the State Council of the People’s Republic of China on the Adjustment of the Notice Period for General Meetings and Other Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97) 《國務院關於調整適用在境外上市公( 司召開股東大會通知期限等事項規定的批覆》(國函(2019)97號)), the Board approved the Proposed Amendments in order to enhance the efficiency of decision making at shareholders’ general meetings and simplify the procedures of convening shareholders’ general meetings of the Company.

– 4 –

LETTER FROM THE BOARD

Details regarding the proposed amendments to the Articles of Association are set out in Appendix II to this circular. The Proposed Amendments are subject to the passing of the special resolution at the EGM by the Shareholders. Prior to the Proposed Amendments becoming effective, the existing Articles of Association will continue to be in force.

The Company’s legal advisers have confirmed to the Company that the Proposed Amendments comply with the requirements of the Listing Rules and the laws of the PRC. Furthermore, the Directors have confirmed to the Stock Exchange that there is nothing unusual about the proposed amendments to the Articles of Association for a company listed in Hong Kong.

EGM

As required by the Articles of Association and the relevant PRC laws and regulations, the EGM will be held to approve (i) the proposed appointment of director by way of ordinary resolutions and (ii) the Proposed Amendments by way of special resolutions respectively.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholders or any of their associates have any material interests on the resolutions proposed at the EGM. Accordingly, no Shareholders are required to abstain from voting on the resolutions to be approved at the EGM.

The notice convening the EGM to be held at 3 p.m. on 12 November 2020 at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC, is set out on pages EGM-1 to EGM-2 of this circular.

The form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend such meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H share registrar, Hong Kong Registrars Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC (for the holders of Domestic Shares) as soon as possible and in any event not less than 24 hours before the time appointed for holding such meeting or any adjourned meeting (as the case may be). Completion and return of the relevant forms of proxy will not preclude you from attending and voting in person at the meetings or at any adjourned meetings should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the Company will procure the chairman of the EGM to demand for voting on poll in respect of the ordinary resolutions to be proposed at the EGM and Hong Kong Registrars Limited will serve as the scrutineer for the vote-taking.

– 5 –

LETTER FROM THE BOARD

BOOK CLOSURE PERIOD

In order to ascertain the entitlements of the Shareholders to attend the EGM, the register of members of the Company will be closed from 13 October 2020 to 12 November 2020 (both days inclusive), during which period no transfer of Shares of the Company will be effected. To be eligible to attend and vote at the EGM, all transfer documents must be lodged with the H Share Registrar, Hong Kong Registrars Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 12 October 2020 (for holders of H Shares) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC no later than 4:00 p.m. on 12 October 2020 (for the holders of Domestic Shares).

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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.

RECOMMENDATION

The Board considers that the proposed appointment of independent non-executive Director and the Proposed Amendments are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution and special resolution to be proposed at the EGM.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

By Order of the Board

Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman

– 6 –

APPENDIX I

BIOGRAPHICAL DETAILS OF PROPOSED DIRECTOR

Biographical details of Mr. Luo are set out as follows:

Mr. Luo Zhuo Qiang, aged 41, a certified public accountant in the PRC, graduated from Wuhan Finance College (武漢金融高等專科學校) majoring in accounting in 2001, and from 2017 to 2019, he completed a law degree programme at University of South China; from 2003 to June 2019, Mr. Luo successively served as an audit manager of Baker Tilly China Certified Public Accountants (天職國際會計事務所) (Shenzhen Branch), an executive director of Shenzhen Guanghua Yongzhuo Financial Consultancy Co., Ltd. (深 圳市光華永卓財務顧問有限公司), a department head of Asia Pacific CPA (Group) (Shenzhen Branch); from July 2019 to present, Mr. Luo has been an executive director of Guangdong Tianjian Consulting Co., Ltd. (廣東天健顧問有限公司). Mr. Luo has been in charge of the audit of a number of listed companies in the PRC and the listing and financing consultancy services for a number of domestic private enterprises in the PRC, proving his extensive experience in audit, financing and the operation of listed companies.

Subject to the approval of the Shareholders on his appointment at the EGM, the Company will enter into a service contract with Mr. Luo and the length of service shall be from the date of approval of the Shareholders on his appointment at the EGM and ending on the expiry date of the current session of the Board. The appointment of Mr. Luo will be subject to retirement by rotation and re-election in accordance with the articles of association of the Company. He will be entitled to a director’s fee to be determined by the remuneration committee of the Company with reference to his duties and responsibility in the Company and the market benchmark.

Following the appointment of Mr. Luo as an independent non-executive Director on the upcoming EGM, Mr. Luo will be appointed as the chairman of the audit committee of the Company and a member of remuneration committee of the Company.

As at the Latest Practicable Date, Mr. Luo has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Listing Rules. Save as disclosed above, Mr. Luo does not (i) have any relationship with any Directors, senior management or substantial or controlling Shareholders; (ii) have any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong); and (iii) hold any other position with the Company and any of its subsidiaries. Save as disclosed herein, Mr. Luo does not hold any other directorships in any listed companies in Hong Kong or overseas in the last three years.

Mr. Luo also confirms that there is no other information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any other matter relating to his appointment that needs to be brought to the attention of the Shareholders.

– I-1 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The English version of this Appendix is an unofficial translation of its Chinese version prepared for reference only. In case of any discrepancy between the two versions, the Chinese version shall prevail.

Particulars of the Proposed Amendments

Existing Articles of Association Revised Articles of Association Article 6 This Articles of Association is Article 6 This Articles of Association is formulated by the Company in accordance formulated by the Company in accordance with the Company Law of the People’s Republic with the Company Law of the People’s Republic of China (hereinafter referred to as the of China (hereinafter referred to as the “Company Law”), the Special Provisions of the “Company Law”), the Special Provisions of the State Council Concerning the Company Limited State Council Concerning the Company Limited by Shares Issuing Shares and Seeking a Listing by Shares Issuing Shares and Seeking a Listing Outside the PRC (hereinafter referred to as the Outside the PRC (hereinafter referred to as the “Special Provisional”), the Essential Clauses “Special Provisional”), the Essential Clauses for the Articles of Association of Companies for the Articles of Association of Companies Seeking a Listing Outside the PRC Seeking a Listing Outside the PRC (hereinafter referred to as the “Essential (hereinafter referred to as the “Essential Clauses”) and other relevant State laws and Clauses”), the Reply of the State Council of administrative regulations. the People’s Republic of China on the Adjustment of the Notice Period for General Meetings and Other Matters Applicable to Overseas Listed Companies (Guo Han [2019] No. 97) and other relevant State laws and administrative regulations.

Article 64 When the company convenes a When the company convenes a Shareholders’ general meeting, written notice Shareholders’ general meeting, the board of of the meeting shall be given forty five (45) directors, the supervisory committee and days before the date of the meeting to notify shareholders individually or jointly all of the shareholders in the share register of holding more than 3% of the shares of the the matters to be considered and the date and Company shall have the right to submit the place of the meeting. A shareholder who proposals to the Company. intends to attend the meeting shall deliver his written reply concerning the attendance of The contents of proposals shall be matters the meeting to the Company twenty (20) days falling within the functions and powers of before the date of the meeting. Shareholders’ general meetings, set out specific matters for consideration and (Article 53 of the Essential Clauses) resolution, and comply with relevant requirements of laws, administrative regulations and the Articles of Association.

– II-1 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 65 When the Company convenes a shareholders’ annual general meeting, shareholders holding 5 per cent or more (up to 55%) of the total voting shares of the Company can within the timeline prescribed by laws and regulations and listing rules, propose new motions and submit to the board of directors in writing before the convening of the shareholders’ annual general meeting. The Company shall place those matters in the proposed motions submitted by shareholders within the prescribed timeline that are within the scope of functions and powers of the shareholders’ general meeting on the agenda.

(Article 54 of the Essential Clauses)

Shareholders individually or jointly holding more than 3% of the shares of the Company may submit ex tempore proposals in writing to the board of directors 10 days before the shareholders’ general meeting is convened; the contents of the ex tempore proposals shall be[#] in compliance with the requirements of Article 64 of the Articles of Association. The board of directors shall notify other shareholders of the contents of the ex tempore proposals within 2 days upon receipt of such proposals.

Except as referred to in the preceding paragraph, the board of directors shall not amend the proposals set out in the notice of the shareholders’ general meeting or add any new proposals subsequent to the issue of the notice.

Proposals which are not listed in the notice of the shareholders’ general meeting or are inconsistent with the Articles of Association shall not be voted on and passed as resolutions by the shareholders’ general meeting.

Article 66 The Company shall, based on the written replies received twenty (20) days before the date of the Shareholders’ general meeting from the shareholders, calculate the number of voting shares represented by the shareholders who intend to attend the meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting reaches one half or more of the Company’s total voting shares, the Company may hold the meeting; if not, then the Company shall within five (5) days notify the shareholders again by public notice of the matters to be considered, the place and date for, the meeting. The Company may then hold the meeting after such publication of notice.

Article 66 The Company shall notify the shareholders of the time, the place and the matters to be considered at the shareholders’ annual general meeting 20 business days before such meeting is convened, and for a shareholders’ extraordinary general meeting, 10 business days or 15 days (whichever is later) before the meeting is convened.

When calculating the aforesaid period, the Company shall exclude the date when the meeting is convened.

A shareholders’ extraordinary general meeting shall not decide on any matter not stated in the notice of meeting. (Article 55 of the Essential Clauses)

The Company noted a clerical error in the Announcement and would like to clarify that Appendix I on page 6 of the Announcement should read as above (with the correction italicized).

– II-2 –

APPENDIX II

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 68 Notice of Shareholders’ general meeting shall be served on the shareholders (whether or not entitled to vote at the meeting), by delivery or prepaid airmail to their addresses as shown in the register of shareholders. For the holders of Domestic-Invested Shares, such notice of meeting may be issued by way of public notice. The public notice referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities governing authority of the State Council within the interval between forty-five (45) days and fifty (50) days before the date of the meeting; after the publication of notice, the holders of Domestic-Invested Shares shall be deemed to have received the notice of the relevant Shareholders’ general meeting.

Article 68 Notice of Shareholders’ general meeting shall be served on the shareholders (whether or not entitled to vote at the meeting), by delivery or prepaid airmail to their addresses as shown in the register of shareholders. For the holders of Domestic-Invested Shares, such notice of meeting may be issued by way of public notice.

The public notice referred to in the preceding paragraph shall be published in one or more newspapers designated by the securities governing authority of the State Council; after the publication of notice, the holders of Domestic-Invested Shares shall be deemed to have received the notice of the relevant Shareholders’ general meeting.

(Article 57 of the Essential Clauses)

(Article 57 of the Essential Clauses)

Article 96 Written notice of a class meeting shall be given forty-five (45) days before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting. A shareholder who intends to attend the class meeting shall deliver his written reply concerning attendance at the class meeting to the Company twenty (20) days before the date of the class meeting.

Article 96 Written notice of a class meeting shall be given 10 business days or 15 days (whichever is later) before the date of the class meeting to notify all of the shareholders in the share register of the class of the matters to be considered, the date and the place of the class meeting.

If the number of shares carrying voting rights at the meeting represented by the shareholders who intend to attend the class meeting reaches more than one half of the voting shares at the class meeting, the Company may hold the class meeting; if not, the Company shall within five (5) days notify the shareholders again by public notice of the matters to be considered, the date and the place for the class meeting. The Company may then hold the class meeting after such publication of notice.

(Article 83 of the Essential Clauses)

– II-3 –

NOTICE OF EGM

瀋陽公用發展股份有限公司 Shenyang Public Utility Holdings Company Limited

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

(Stock code: 747)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING FOR 2020

NOTICE IS HEREBY GIVEN that the second extraordinary general meeting for 2020 (“ EGM ”) of Shenyang Public Utility Holdings Company Limited (the “ Company ”) will be held at 3 p.m. on 12 November 2020 (Thursday) at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC for the following purposes:

BY WAY OF ORDINARY RESOLUTION:

1. To consider and approve the appointment of Mr. Luo Zhuo Qiang as an independent non-executive director of the current session of the Board.

BY WAY OF SPECIAL RESOLUTION:

1. “ THAT

To consider and approve the board’s resolution on the proposed amendments to the articles of association of the Company (details of which will be set out in appendix II of the circular) be approved and confirmed, and that the board of directors of the Company be authorized to modify the wordings of such amendments as appropriate and execute all such documents and/or take all such actions as the board of directors of the Company may, in its absolute discretion, consider necessary or appropriate in respect of the amendments pursuant to the requirements (if any) under the relevant PRC authorities or the relevant regulatory stipulations (as amended from time to time) of the places where the Company is listed and/or in order to deal with other related issues arising from the amendments to the articles of association of the Company accordingly.”

By Order of the Board Shenyang Public Utility Holdings Company Limited Zhang Jing Ming Chairman

Shenyang, the PRC, 24 September 2020

– EGM-1 –

NOTICE OF EGM

Notes:

1. Each shareholder entitled to attend and vote at the EGM is entitled to appoint in written form one or more proxies to attend and vote at the EGM on his/her behalf. A proxy need not be a member of the Company. Shareholders or their proxies are entitled to attend the EGM and vote.

2. To be valid, the proxy form together with the certified power of attorney or authority (if any) must be delivered to the Company’s H share registrar in Hong Kong, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong and in case of holders of Domestic shares, with the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC not later than 24 hours before the time appointed for holding the EGM or the time appointed for passing the resolutions or any adjournment thereof. Delivery of the form of proxy shall not preclude a member from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. Shareholders or their proxies shall produce their identity documents when attending the EGM.

4. The register of the members of the Company will be closed from 13 October 2020 to 12 November 2020 (both dates inclusive), during which period no transfers of H Shares will be effected.

5. Shareholders whose names appear on the register of members of the Company on 12 October 2020 will be entitled to attend and vote at the EGM.

6. To be eligible to attend and vote at the EGM, all transfer documents must be lodged with the H Share Registrar, Hong Kong Registrars Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on 12 October 2020 (for holders of H Shares) or the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC no later than 4:00 p.m. on 12 October 2020 (for the holders of Domestic Shares).

7. H Shareholders entitled to attend the EGM are requested to deliver the reply slip for attendance to the Company’s H Share Registrar, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before 22 October 2020.

8. Domestic Shareholders entitled to attend the EGM are requested to deliver the reply slip for attendance to the Company’s office at 2606A, Jinzhonghuan Main Business Building, No. 3037 Jintian Road, Futian, Shenzhen, the PRC on or before 22 October 2020.

9. The EGM is expected to last for less than one day. Shareholders and their proxies attending the EGM shall be responsible for their own traveling and accommodation expenses.

– EGM-2 –