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Fibocom Wireless Inc. Proxy Solicitation & Information Statement 2021

Jul 28, 2021

49358_rns_2021-07-28_e9106376-fd38-48a6-9c72-045599c8c20d.pdf

Proxy Solicitation & Information Statement

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

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(Incorporated in Bermuda with limited liability)

(Stock Code: 00346)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Yanchang Petroleum International Limited (the “ Company ”) will be held at Taishan Room, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 31 August 2021 at 3:30 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT:

subject to the fulfilment of the terms and conditions set out in the loan agreement dated 30 June 2021 (the “ Loan Agreement ”) entered into between the Company and Yanchang Petroleum Group (Hong Kong) Co., Limited (“ Yanchang Petroleum HK ”) (a copy of the Loan Agreement having been produced to the meeting and marked “A” and initialled by the chairman of the meeting for the purpose of identification) in respect of the provision of the Loan of US$22,000,000 (equivalent to approximately HK$170,675,000) from Yanchang Petroleum HK to the Company for a term commencing from the Utilisation Date and expiring on the third anniversary of the Utilisation Date:

  • (i) the Loan Agreement and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

  • (ii) any one director of the Company be and is hereby authorised for and on behalf of the Company to do all such acts and things and execute all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Loan Agreement and the transactions contemplated thereunder and to agree to such variations, amendments or waivers of

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matters relating thereto that are of administrative nature and ancillary to the implementation of the Loan Agreement and any other transactions contemplated under or incidental to the Loan Agreement.”

By order of the Board Yanchang Petroleum International Limited Mr. Feng Yinguo Chairman

Hong Kong, 29 July 2021

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Room 3403, 34th Floor Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong

Notes:

  1. A member of the Company entitled to attend and vote at the SGM is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

  2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

  3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited 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 (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the SGM.

  4. Completion and return of the form of proxy will not preclude members from attending and voting at the SGM.

  5. For determining the entitlement to attend and vote at the SGM or any adjournment thereof, the record date is fixed on Wednesday, 25 August 2021. Shareholders whose names appear on the register of members of the Company at the close of business on the record date will be entitled to attend and vote at the SGM. In order to be entitled to attend and vote at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share register in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 25 August 2021.

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  1. In view of the ongoing COVID-19 epidemic and recent requirements, if any, for prevention and control of its spread, the Company will implement the following preventive measures at the SGM:

    • (i) compulsory wearing of surgical face masks by all attendees prior to admission to the meeting venue and throughout the SGM;

    • (ii) compulsory temperature check will be conducted on every attendee, any person with a body temperature of over 37.2 degrees Celsius, or has flu-like symptoms or is otherwise unwell will not be admitted to the meeting venue;

    • (iii) maintenance of a safe distance between seats, and the Company may limit the number of attendees at the SGM as may be necessary to avoid over-crowding; and

    • (iv) no refreshments or drinks will be served.

To the extend permitted under the laws of Hong Kong, the Company reserves the right to deny entry into the meeting venue or require any person to leave the meeting venue in order to ensure the safety of the attendees at the SGM.

Subject to the development of the COVID-19 situation, the Company may implement additional precautionary measures as and when appropriate.

In the interest of all stakeholders’ health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. As an alternative to attending the SGM in person, Shareholders are encouraged to consider appointing the chairman of the SGM as their proxy to vote on the resolutions at the SGM by submitting the form of proxy with voting instructions inserted.

If you are not a registered Shareholder (if your shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

Executive Directors:

Independent non-executive Directors:

Mr. Feng Yinguo (Chairman) Mr. Zhang Jianmin Mr. Ding Jiasheng

Mr. Ng Wing Ka Mr. Leung Ting Yuk Mr. Sun Liming Dr. Mu Guodong

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