Comba Telecom Systems Holdings Limited — AGM Information 2019

Apr 24, 2019

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 licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Comba Telecom Systems Holdings Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

COMBA TELECOM SYSTEMS HOLDINGS LIMITED 京信通信系統控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2342)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the “ AGM ”) of the Company to be held at 611 East Wing, No. 8 Science Park West Avenue, Hong Kong Science Park, Tai Po, Hong Kong on Tuesday, 28 May 2019 at 11:00 a.m. is set out on pages 19 to 23 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.comba-telecom.com.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event no later than Sunday, 26 May 2019 at 11:00 a.m. (Hong Kong Time) or not less than 48 hours before the time appointed for holding of any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.

25 April 2019

CONTENTS

		Page
DEFINITIONS . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate	and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
AGM . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility	statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7
General . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I —	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II —	DETAILS OF THE RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . .	12
NOTICE OF AGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

DEFINITIONS

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

• “AGM”

• the annual general meeting of the Company to be convened and held on Tuesday, 28 May 2019 at 11:00 a.m. to consider and, if thought fit, approve, among other things, the proposed grant of the Issue Mandate (including the extended Issue Mandate to deal with Shares repurchased under the Repurchase Mandate) and the Repurchase Mandate and the proposed re-election of Directors

• “Article(s)”

• the articles of association of the Company

• “Board”

• the board of Directors

• “close associate(s)”

• has the meaning ascribed to it under the Listing Rules

• “Company”

• Comba Telecom Systems Holdings Limited (京信通信 系統控股有限公司), a company incorporated under the laws of the Cayman Islands with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange

• “core connected person”

• has the meaning ascribed to it under the Listing Rules

• “Directors”

• the directors of the Company

• “Group”

• the Company and all of its subsidiaries

• “Hong Kong”

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

• “Issue Mandate”

• the general mandate proposed to be granted to the Directors at the AGM to allot, issue, or deal with new Shares not exceeding 20% of the number of issued Shares as at the date of granting of the aforesaid mandate

• “Latest Practicable Date”

• Thursday, 18 April 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

– 1 –

DEFINITIONS

• “Repurchase Mandate”

• the general mandate proposed to be granted to the Directors at the AGM to repurchase not exceeding 10% of the number of issued Shares as at the date of granting of the aforesaid mandate

• “SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share Option Scheme”

• the share option scheme adopted by the Company on 3 June 2013

• “Share Options” the options granted under the Share Option Scheme which entitle the holders thereof to subscribe for Shares in accordance with the terms of the Share Option Scheme

• “Share(s)”

• ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the issued Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Substantial Shareholder(s)”

• has the meaning ascribed to it under the Listing Rules

• “Takeovers Code”

• The Codes on Takeovers and Mergers and Share Buy-backs

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%”

per cent.

– 2 –

LETTER FROM THE BOARD

COMBA TELECOM SYSTEMS HOLDINGS LIMITED 京信通信系統控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2342)

Executive Directors: Mr. FOK Tung Ling (Chairman) Mr. ZHANG Yue Jun (Vice Chairman) Mr. XU Huijun (President) Mr. CHANG Fei Fu Mr. BU Binlong Mr. WU Tielong Ms. HUO Xinru

Independent non-executive Directors: Mr. LAU Siu Ki, Kevin Dr. LIN Jin Tong Ms. NG Yi Kum

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: 611 East Wing No. 8 Science Park West Avenue Hong Kong Science Park Tai Po Hong Kong

25 April 2019

To the Shareholders and, for information only, the holders of the Share Options

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders’ approval for, among other things, (i) the grant of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate to the Directors and (ii) the re-election of Directors.

The purpose of this circular is to provide you with information relating to, inter alia , the resolutions to be proposed at the AGM for the proposed grant of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate, the proposed re-election of Directors and the notice of the AGM.

– 3 –

LETTER FROM THE BOARD

ISSUE MANDATE AND REPURCHASE MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate.

Issue Mandate

At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the Issue Mandate) to allot, issue and deal with unissued Shares or underlying shares (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate of up to 20% of the number of issued Shares as at the date of granting of the Issue Mandate.

In addition, a separate ordinary resolution will further be proposed for extending the Issue Mandate authorizing the Directors to allot, issue and deal with Shares to the extent of the number of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 2,476,909,918 Shares in issue. Subject to the passing of the resolutions for the approval of the Issue Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Directors would be allowed under the Issue Mandate to allot, issue and deal with a maximum of 495,381,983 Shares.

Repurchase Mandate

At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate of up to 10% of the number of issued Shares as at the date of granting of the Repurchase Mandate.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 247,690,991 Shares.

– 4 –

LETTER FROM THE BOARD

The Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate up to (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 or any other applicable laws of the Cayman Islands to be held; or (iii) the revocation or variation of the Issue Mandate (including the extended Issue Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

According to article 86(3) of the Articles, any Director appointed to fill a casual vacancy on the Board or as an addition to the existing Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election.

According to articles 87(1) and 87(2) of the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) who have been longest in office shall retire from office by rotation, provided that every Director shall be subject to retirement at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires.

In accordance with article 86(3) of the Articles, Mr. Xu Huijun, Ms. Huo Xinru and Ms. Ng Yi Kum shall retire from office at the AGM, and in accordance with articles 87(1) and 87(2) of the Articles, Mr. Fok Tung Ling, Mr. Zhang Yue Jun and Mr. Lau Siu Ki, Kevin (“ Mr. Lau ”) shall retire from office by rotation at the AGM. Being eligible, each of Mr. Fok Tung Ling, Mr. Zhang Yue Jun, Mr. Xu Huijun and Ms. Huo Xinru will offer himself/herself for re-election as executive Director and each of Mr. Lau and Ms. Ng Yi Kum will offer himself/herself for re-election as independent non-executive Director.

Pursuant to the code provision A.4.3 set out in the Corporate Governance Code contained in Appendix 14 of the Listing Rules, any further appointment of independent non-executive director serving more than 9 years should be subject to a separate resolution to be approved by the Shareholders.

Mr. Lau has served as independent non-executive Director for more than nine years, but he does not have any management role in the Company. The Company has received his annual written independence confirmation in accordance with rule 3.l3 of the Listing Rules. The nomination committee of the Company has assessed and is satisfied that Mr. Lau has met the independence criteria set out in rule 3.13 of the Listing Rules. Hence, based on the recommendation of the nomination committee, the Board is of the opinion

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LETTER FROM THE BOARD

that he remains independent within the definition of the Listing Rules by reference to the factors stated in the Listing Rules and his annual written independence confirmation. In view of Mr. Lau’s professional qualifications and extensive experience in the financial advisory field, the Board believes that he is capable of providing constructive contributions and an independent view in relation to the Company’s affairs. Therefore, the Board recommends that Mr. Lau should be re-elected at the AGM.

At the AGM, ordinary resolutions will be proposed to re-elect each of Mr. Fok Tung Ling, Mr. Zhang Yue Jun, Mr. Xu Huijun and Ms. Huo Xinru as executive Director and each of Mr. Lau and Ms. Ng Yi Kum as independent non-executive Director.

Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

AGM

A notice convening the AGM to be held at 611 East Wing, No. 8 Science Park West Avenue, Hong Kong Science Park, Tai Po, Hong Kong on Tuesday, 28 May 2019 at 11:00 a.m. is set out on pages 19 to 23 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the proposed grant of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate and the proposed re-election of Directors.

For the purpose of determining Shareholders’ entitlements to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 23 May 2019 to Tuesday, 28 May 2019, both days inclusive, during which period no transfer of Shares will be registered. The record date for determination of entitlements of the Shareholders to attend and vote at the AGM will be on Tuesday, 28 May 2019. In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 22 May 2019.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.comba-telecom.com. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event no later than Sunday, 26 May 2019 at 11:00 a.m. (Hong Kong Time) or not less than 48 hours before the time appointed for the holding of any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

All the resolutions proposed to be approved at the AGM will be taken by poll in accordance with rule 13.39(4) of the Listing Rules. An announcement on the poll results of the AGM will be made by the Company after the AGM in compliance with the Listing Rules.

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 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.

RECOMMENDATION

The Directors consider the proposed grant of the Issue Mandate (including the extended Issue Mandate) and the Repurchase Mandate and the proposed re-election of Directors are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

To the best of the Directors’ knowledge, information and belief, no Shareholder has material interest in the proposed grant of the Issue Mandate (including the extended Issue Mandate) and Repurchase Mandate and the proposed re-election of Directors and accordingly no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

GENERAL

The English text of this circular shall prevail over the Chinese text in case of any inconsistency. Your attention is drawn to the information set out in appendices to this circular.

Yours faithfully For and on behalf of the Board of

Comba Telecom Systems Holdings Limited Fok Tung Ling Chairman

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. REPURCHASE OF SECURITIES FROM CONNECTED PARTIES

The Listing Rules prohibit a company from knowingly repurchasing its securities on the Stock Exchange from a core connected person, which includes, a director, chief executive or substantial shareholder of the company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling his/her/its securities in the company back to the company.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved at the AGM.

2. SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares was 2,476,909,918 Shares.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 247,690,991 Shares, representing 10% of the number of issued Shares as at the date of passing of the resolution.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors consider that a repurchase will benefit the Company and its Shareholders as a whole.

4. FUNDING OF REPURCHASES

Repurchases would be funded entirely from the Company’s cash flow or working capital facilities, which will be funds legally available for such purpose under the laws of the Cayman Islands, and the memorandum of association of the Company and the Articles.

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APPENDIX I

EXPLANATORY STATEMENT

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2018, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous 12 calendar months immediately prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2018
April	1.23	1.02
May	1.56	1.12
June	1.31	1.07
July	1.23	1.03
August	1.32	1.04
September	1.38	1.15
October	1.24	1.04
November	1.32	1.08
December	1.38	1.20
2019
January	1.88	1.27
February	2.44	1.75
March	2.24	1.69
April (up to the Latest Practicable Date)	2.18	1.79

6. DISCLOSURE OF INTERESTS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their respective close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares if the Repurchase Mandate is approved at the AGM.

7. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.

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APPENDIX I

EXPLANATORY STATEMENT

8. TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purpose of rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate the control of the Company and become obliged to make a mandatory offer in accordance with rules 26 and 32 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, the following Shareholders are interested in more than 10% of the number of issued Shares:

		Number	Percentage
Name	Notes	of Shares	holding
			(Approximately)
Prime Choice Investments Limited		710,115,129	28.67%
Mr. Fok Tung Ling	1	734,979,468	29.67%
Madam Chen Jing Na	2	734,979,468	29.67%
Wise Logic Investments Limited		248,225,410	10.02%
Mr. Zhang Yue Jun	3	248,225,410	10.02%
Madam Cai Hui Ni	4	248,225,410	10.02%

Notes:

1. 710,115,129 Shares are beneficially owned by Prime Choice Investments Limited and 24,864,339 Shares are beneficially owned by Mr. Fok Tung Ling. By virtue of 100% shareholding in Prime Choice Investments Limited, Mr. Fok Tung Ling is deemed or taken to be interested in the 710,115,129 Shares owned by Prime Choice Investments Limited and accordingly is deemed or taken to be interested in an aggregate of 734,979,468 Shares.

2. Madam Chen Jing Na is the spouse of Mr. Fok Tung Ling and is deemed to be interested in the 734,979,468 Shares in which Mr. Fok Tung Ling is deemed or taken to be interested for the purpose of the SFO.

3. 248,225,410 Shares are beneficially owned by Wise Logic Investments Limited. By virtue of 100% shareholding in Wise Logic Investments Limited, Mr. Zhang Yue Jun is deemed or taken to be interested in the 248,225,410 Shares owned by Wise Logic Investments Limited.

4. Madam Cai Hui Ni is the spouse of Mr. Zhang Yue Jun and is deemed to be interested in the 248,225,410 Shares in which Mr. Zhang Yue Jun is deemed or taken to be interested for the purpose of the SFO.

– 10 –

APPENDIX I

EXPLANATORY STATEMENT

In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interests of the above Shareholders in the Shares would be increased to:

	Percentage
Name	holding
	(Approximately)
Prime Choice Investments Limited	31.85%
Mr. Fok Tung Ling	32.97%
Madam Chen Jing Na	32.97%
Wise Logic Investments Limited	11.14%
Mr. Zhang Yue Jun	11.14%
Madam Cai Hui Ni	11.14%

On the basis of the current shareholdings of the above Shareholders, an exercise of the Repurchase Mandate in full may result in Prime Choice Investments Limited and its parties acting in concert (including but not limited to Mr. Fok Tung Ling and Madam Chen Jing Na) becoming obliged to make a mandatory offer under rule 26 of the Takeovers Code.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of the above Shareholders, or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

9. SHARES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.

– 11 –

APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

(1) Mr. Fok Tung Ling

Mr. Fok Tung Ling, aged 62, is one of the founders of the Group. He is the chairman of the Board and the authorized representative of the Company. He also holds various positions in the subsidiaries of the Company, including acting as legal representative and director in certain subsidiaries of the Company. Mr. Fok is primarily responsible for leading the Board in determining the directions of the Group’s overall strategies and business development. From 1982 to 1987, Mr. Fok worked as a technical engineer in the Microwave Telecommunications Main Station of the Guangdong Bureau of Post and Telecommunications (廣東省郵電局微波通信總站). In 1986, he graduated from Beijing Institute of Posts and Telecommunications (北京郵電學院) (currently known as Beijing University of Posts and Telecommunications (北京郵電大學)), majoring in microwave communications. Prior to 1991, Mr. Fok worked as a marketing executive in China National Electronics Import & Export Corporation, South China Branch (中國電子進出口有 限公司華南分公司) which was engaged in the import and export of electronic products. From 1991 to 1997, he was engaged in the trading of telecommunications and electronic equipment and components before co-founding the Group in 1997. Mr. Fok has over 37 years of experience in wireless communications. He is the sole director and shareholder of Prime Choice Investments Limited, which is a Substantial Shareholder. Mr. Fok is the father of Ms. Huo Xinru.

Save as disclosed above, Mr. Fok did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not have any relationship with any Directors, Substantial Shareholders, controlling Shareholders or senior management of the Company.

As at the Latest Practicable Date, Mr. Fok holds 24,864,339 Shares directly and holds 710,115,129 Shares through controlled corporation, in aggregate representing approximately 29.67% of the total number of issued Shares. Save as disclosed above, Mr. Fok does not have, and is not deemed to have, any other interests or short positions in any Shares, underlying shares or debentures (as defined under Part XV of the SFO) of the Company.

Mr. Fok has entered into a service contract with the Company for an initial term of three years which commenced on 1 July 2003, and will be renewable thereafter until terminated by either party by giving not less than six months’ written notice. He will be subject to retirement by rotation and re-election at the general meetings of the Company. Mr. Fok’s remuneration for his positions in the Group has been fixed at approximately HK$176,000 per month with discretionary bonus, which are determined by the Board with reference to his duties, performance and responsibilities within the Group, the Group’s remuneration policy and the prevailing market conditions.

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APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

(2) Mr. Zhang Yue Jun

Mr. Zhang Yue Jun, aged 60, is one of the founders of the Group. He is the vice chairman of the Board. He also holds various positions in the subsidiaries of the Company, including acting as legal representative and director in certain subsidiaries of the Company and acted as the president of the Group until his resignation with effect from 7 December 2018. Mr. Zhang is mainly responsible for assisting the chairman in performing the latter’s duties and responsibilities, also taking the important role in monitoring the implementation of the Company’s strategies. Mr. Zhang graduated from South China Institute of Technology (華南工學院) (currently known as South China University of Technology (華南理工大學)) in 1982 and obtained a bachelor’s degree in wireless engineering. From 1982 to 1990, Mr. Zhang worked as a microwave telecommunications engineer in Nanjing and from 1990 to 1997, he was the deputy chief engineer of a joint venture company in Shenzhen and was mainly responsible for wireless telecommunications projects. Mr. Zhang has over 36 years of experience in wireless communications and he co-founded the Group in 1997. He is the sole director and shareholder of Wise Logic Investments Limited, which is a Substantial Shareholder.

Save as disclosed above, Mr. Zhang did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not have any relationship with any Directors, Substantial Shareholders, controlling Shareholders or senior management of the Company.

As at the Latest Practicable Date, Mr. Zhang holds 248,225,410 Shares through controlled corporation, representing approximately 10.02% of the total number of issued Shares. Save as disclosed above, Mr. Zhang does not have, and is not deemed to have, any other interests or short positions in any Shares, underlying shares or debentures (as defined under Part XV of the SFO) of the Company.

Mr. Zhang has entered into a service contract with the Company for an initial term of three years which commenced on 1 July 2003, and will be renewable thereafter until terminated by either party by giving not less than six months’ written notice. He will be subject to retirement by rotation and re-election at the general meetings of the Company. Mr. Zhang’s remuneration for his positions in the Group has been fixed at approximately HK$79,000 per month with discretionary bonus, which are determined by the Board with reference to his duties, performance and responsibilities within the Group, the Group’s remuneration policy and the prevailing market conditions.

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APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

(3) Mr. Xu Huijun

Mr. Xu Huijun, aged 45, is an executive Director and the president of the Group. He also holds various positions in the subsidiaries of the Company, including acting as legal representative and director in certain subsidiaries of the Company. Mr. Xu is mainly responsible for the Group’s overall operation, management, business development, research and development of new technologies and products and supply chain system. Mr. Xu graduated from Tsinghua University in 1998 with a master’s degree in engineering and joined ZTE Corporation (“ ZTE ”) in the same year. He had served as system engineer, project manager, deputy head and head of Beijing Research Centre of ZTE from 1998 to 2003. He was senior vice president of ZTE from 2004 to March 2016, having been in charge of the General Product Division, Engineering Services under the Sales System, Engineering Service Division and Wireless Product Division. He had been executive vice president and chief technology officer (CTO) of ZTE from April 2016 to July 2018, in full charge of the operation of system products and management of research and development. Mr. Xu has over 20 years of management experience in telecommunications industry. Mr. Xu joined the Group in August 2018.

Save as disclosed above, Mr. Xu did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not have any relationship with any Directors, Substantial Shareholders, controlling Shareholders or senior management of the Company.

As at the Latest Practicable Date, Mr. Xu holds 10,000,000 Shares representing approximately 0.40% of the total number of issued Shares. He also holds Share Options under the Share Option Scheme entitling him to subscribe for 15,000,000 Shares. Save as disclosed above, Mr. Xu does not have, and is not deemed to have, any other interests or short positions in any Shares, underlying shares or debentures (as defined under Part XV of the SFO) of the Company.

Mr. Xu has entered into a service contract with the Company for an initial term of 18 months which commenced on 23 August 2018, and will be renewable thereafter until terminated by either party by giving not less than six months’ written notice. He will be subject to retirement by rotation and re-election at the general meetings of the Company. Mr. Xu’s remuneration for his positions in the Group has been fixed at approximately HK$287,000 per month with discretionary bonus, which are determined by the Board with reference to his duties, performance and responsibilities within the Group, the Group’s remuneration policy and the prevailing market conditions.

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APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

(4) Ms. Huo Xinru

Ms. Huo Xinru, aged 35, is an executive Director. She is also senior vice president of the Group and president of Comba Telecom Systems International Limited. Ms. Huo also holds various positions in the subsidiaries of the Company, including acting as director and chief executive officer in certain subsidiaries of the Company. She is mainly responsible for the relevant management work delegated by the Group and the operation and management of Comba Telecom Systems International Limited. She graduated from Imperial College London (英國帝國理工學院) in 2007 majoring in electrical and electronic engineering, and obtained a bachelor’s degree; graduated from Stanford University in the USA in 2009 majoring in (electrical engineering) digital signal processing, and obtained a master’s degree. Ms. Huo has served successively such positions as software and application engineer, customer manager, and vice president of marketing in North America branch of the Group. She joined the Group in 2010. Ms. Huo is the daughter of Mr. Fok Tung Ling.

Save as disclosed above, Ms. Huo did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not have any relationship with any Directors, Substantial Shareholders, controlling Shareholders or senior management of the Company.

As at the Latest Practicable Date, Ms. Huo holds Share Options under the Share Option Scheme entitling her to subscribe for 6,050,000 Shares. Save as disclosed above, she does not have, and is not deemed to have, any other interests or short positions in any Shares, underlying shares or debentures (as defined under Part XV of the SFO) of the Company.

Ms. Huo has entered into a service contract with the Company for an initial term of 18 months which commenced on 22 March 2019, and will be renewable thereafter until terminated by either party by giving not less than six months’ written notice. She will be subject to retirement by rotation and re-election at the general meetings of the Company. Ms. Huo’s remuneration for her positions in the Group has been fixed at approximately HK$165,000 per month with discretionary bonus, which are determined by the Board with reference to her duties, performance and responsibilities within the Group, the Group’s remuneration policy and the prevailing market conditions.

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APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

(5) Mr. Lau Siu Ki, Kevin

Mr. Lau Siu Ki, Kevin, aged 60, is an independent non-executive Director. He is also the chairman of the audit committee and the remuneration committee and a member of the nomination committee of the Company. Mr. Lau has over 35 years of experience in corporate governance, corporate finance, financial advisory and management, accounting and auditing. He is currently a consultant in the financial advisory field. Prior to that, Mr. Lau had worked in an international accounting firm for over 15 years. He is a fellow member of both the Association of Chartered Certified Accountants (“ ACCA ”) as well as the Hong Kong Institute of Certified Public Accountants (香港會計師公會). Mr. Lau was a member of the world council of ACCA from 2002 to 2011 and was the chairman of the Hong Kong Branch of ACCA for the year 2000/2001. He is also an independent non-executive director of five other companies listed on the main board of the Stock Exchange namely, FIH Mobile Limited, Samson Holding Ltd., Embry Holdings Limited, Binhai Investment Company Limited and TCL Electronics Holdings Limited. In addition, he was an independent non-executive director of TCL Communication Technology Holdings Limited, a company listed on the main board of the Stock Exchange, until it was privatized on 30 September 2016 and an independent non-executive director of China Medical & HealthCare Group Limited, until his retirement on 6 December 2018. Mr. Lau was also an independent supervisor of the sixth session of the supervisory committee of Beijing Capital International Airport Co., Ltd., the shares of which are listed on the main board of the Stock Exchange, until his retirement on 28 June 2017. He is also the company secretary of Yeebo (International Holdings) Limited and Hung Fook Tong Group Holdings Limited, both companies listed on the main board of the Stock Exchange, and also Expert Systems Holdings Limited, a company listed on the growth enterprise market of the Stock Exchange. Mr. Lau joined the Group in 2003.

Saved as disclosed above, Mr. Lau did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not have any relationship with any Directors, Substantial Shareholders, controlling Shareholders or senior management of the Company.

As at the Latest Practicable Date, Mr. Lau holds Share Options under the Share Option Scheme entitling him to subscribe for 510,000 Shares. Save as disclosed above, Mr. Lau does not have, and is not deemed to have, any other interests or short positions in any Shares, underlying shares or debentures (as defined under Part XV of the SFO) of the Company.

Mr. Lau has entered into a letter of appointment with the Company for a term of one year. He will be subject to retirement by rotation and re-election at the general meetings of the Company. Mr. Lau’s remuneration has been fixed at HK$220,000 per annum, which are determined by the Board with reference to his duties, performance and responsibilities within the Group, the Group’s remuneration policy and the prevailing market conditions.

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APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

(6) Ms. Ng Yi Kum

Ms. Ng Yi Kum, aged 61, is an independent non-executive Director. She is also a member of each of the audit committee, remuneration committee and nomination committee of the Company. Ms. Ng is a qualified accountant and holds a Master of Business Administration degree from the Hong Kong University of Science and Technology. She is an associate of The Institute of Chartered Accountants in England and Wales, an associate of The Institute of Chartered Secretaries and Administrators, a fellow of the ACCA, a fellow of the Hong Kong Institute of Certified Public Accountants and a member of the American Institute of Certified Public Accountants. Ms. Ng is currently an executive director, the deputy chairman, the chief strategy officer and chief financial officer, the company secretary and a member of both the remuneration committee and the executive committee of Tse Sui Luen Jewellery (International) Limited (“ Tse Sui Luen ”), a company listed on the Stock Exchange. Ms. Ng joined Tse Sui Luen group in 2015 and is responsible for Tse Sui Luen group’s finance and other administrative functions as well as for defining the corporate strategies of Tse Sui Luen group. Ms. Ng is also a director of certain subsidiaries of Tse Sui Luen. Prior to her joining in Hang Lung Properties Limited in 2003, Ms. Ng was employed by the Stock Exchange in a number of senior positions, latterly as senior vice president of the Listing Division. From September 2005 to November 2007, she was an executive director of Hang Lung Properties Limited, a company listed on the Stock Exchange. Ms. Ng then served as the chief financial officer of Country Garden Holdings Company Limited from January 2008 to April 2014, a company listed on the Stock Exchange. Ms. Ng is an independent non-executive director of China Power New Energy Development Company Limited and Tianjin Development Holdings Limited, both listed on the Stock Exchange. Ms. Ng served as an independent director of DS Healthcare Group, Inc. from 6 May 2016 until 16 May 2017, both companies listed on the Nasdaq Capital Market in the United States until they were delisted on 23 December 2016. Ms. Ng served as an independent non-executive director of China Mobile Games and Entertainment Group Limited, a company listed by way of American Depositary Shares on the Nasdaq Global Market in the United States, from September 2012 until 10 August 2015. From 30 September 2008 to 31 July 2015, Ms. Ng served as an independent non-executive director of Hong Kong Resources Holdings Company Limited, a company listed on the Stock Exchange. Ms. Ng has also contributed her time to various public service appointments, including being a co-opted member of the audit committee of the Hospital Authority from December 2002 to November 2013. She joined the Group in 2019.

Saved as disclosed above, Ms. Ng did not hold any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not have any relationship with any Directors, Substantial Shareholders, controlling Shareholders or senior management of the Company.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

As at the Latest Practicable Date, Ms. Ng holds Share Options under the Share Option Scheme entitling her to subscribe for 200,000 Shares. Save as disclosed above, Ms. Ng does not have, and is not deemed to have, any interests or short positions in any Shares, underlying shares or debentures (as defined under Part XV of the SFO) of the Company.

Ms. Ng has entered into a letter of appointment with the Company for a term of three years. She will be subject to retirement by rotation and re-election at the general meetings of the Company. Ms. Ng’s remuneration has been fixed at HK$220,000 per annum, which are determined by the Board with reference to her duties, performance and responsibilities within the Group, the Group’s remuneration policy and the prevailing market conditions.

Save as disclosed above, there is no information relating to the re-election of each of Mr. Fok Tung Ling, Mr. Zhang Yue Jun, Mr. Xu Huijun, Ms. Huo Xinru, Mr. Lau and Ms. Ng Yi Kum that is required to be disclosed pursuant to rules 13.51(2)(h) to (w) of the Listing Rules.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and the Stock Exchange.

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NOTICE OF AGM

COMBA TELECOM SYSTEMS HOLDINGS LIMITED 京信通信系統控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2342)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Comba Telecom Systems Holdings Limited (the “ Company ”) will be held at 611 East Wing, No. 8 Science Park West Avenue, Hong Kong Science Park, Tai Po, Hong Kong on Tuesday, 28 May 2019 at 11:00 a.m., to transact the following businesses and for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company with or without amendments:

1. to receive and adopt the audited consolidated financial statements and the reports of the directors (the “ Director(s) ”) and the auditors of the Company for the year ended 31 December 2018;

2. (a) to re-elect Mr. Fok Tung Ling as executive Director;

3. (b) to re-elect Mr. Zhang Yue Jun as executive Director;

4. (c) to re-elect Mr. Xu Huijun as executive Director;

5. (d) to re-elect Ms. Huo Xinru as executive Director;

6. (e) to re-elect Mr. Lau Siu Ki, Kevin as independent non-executive Director;

7. (f) to re-elect Ms. Ng Yi Kum as independent non-executive Director; and

8. (g) to authorize the board of Directors (the “ Board ”) to fix the Directors’ remuneration;

9. to re-appoint Ernst & Young as the auditors of the Company and to authorize the Board to fix their remuneration;

10. “ THAT :

11. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued Share(s) 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 authorize the Directors during the Relevant Period (as defined 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 below);

• (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (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 below); or (ii) the exercise of any options granted under the existing and the new share option schemes of the Company; 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 (the “ Articles ”) 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 the aggregate of:

• (aa) 20% of the number of issued Shares as at the date of the passing of this resolution; and

• (bb) (if the Directors are so authorized by a separate ordinary resolution of the shareholders of the Company (the “ Shareholders ”)) the number of Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of issued Shares as at the date of the passing of the resolution no. 5),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the date of 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 or any other applicable laws of the Cayman Islands to be held; or

• (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;

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NOTICE OF AGM

“ 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 register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may 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 recognized regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT :

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

3. (b) the aggregate number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as defined below) shall not exceed 10% of the 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 purpose 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 or any other applicable laws of the Cayman Islands to be held; or

• (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.”

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NOTICE OF AGM

1. “ THAT the Directors be and are hereby authorized to exercise the authority referred to in paragraph (a) of the resolution no. 4 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”

By order of the Board Comba Telecom Systems Holdings Limited Fok Tung Ling Chairman

Hong Kong, 25 April 2019

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive 611 East Wing P.O. Box 2681 No. 8 Science Park West Avenue Grand Cayman KY1-1111 Hong Kong Science Park Cayman Islands Tai Po Hong Kong

Notes:

1. A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than Sunday, 26 May 2019 at 11:00 a.m. (Hong Kong Time) or not less than 48 hours before the time appointed for holding of any adjourned meeting. Completion and return of a form of proxy will not preclude a Shareholder from attending in person and voting at the annual general meeting or any adjournment thereof, should he so wish.

3. For the purpose of determining Shareholders’ entitlements to attend and vote at the annual general meeting, the register of members of the Company will be closed from Thursday, 23 May 2019 to Tuesday, 28 May 2019, both dates inclusive, during which period no transfer of Shares will be registered. The record date for determination of entitlements of the Shareholders to attend and vote at the annual general meeting will be on Tuesday, 28 May 2019. In order to qualify for attending and voting at the annual general meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 22 May 2019.

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NOTICE OF AGM

1. In relation to the proposed resolutions nos. 4 and 6 above, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorize the allotment and issue of Shares under the Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme and the share award scheme of the Company or any scrip dividend scheme which may be approved by Shareholders.

2. In relation to the proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the Shareholders. An explanatory statement containing the information necessary to enable the Shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to this circular.

3. The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

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