IMAX China Holding, Inc. — Proxy Solicitation & Information Statement 2020

Apr 22, 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 Hi Sun Technology (China) Limited (the “Company”), you should at once hand this circular and the Annual Report 2019 of the Company with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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HI SUN TECHNOLOGY (CHINA) LIMITED 高陽科技（中國）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 818)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Room 2515, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Friday, 29 May 2020 at 3:00 p.m. is set out on pages 15 to 19 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company at Room 2515, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this document for measures being taken to try to prevent and control the spread of the COVID-19 at the Annual General Meeting, including:

• compulsory temperature checks and health declarations

• wearing of surgical face masks

• no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting venue. The Company strongly recommends Shareholders to exercise their voting rights by appointing the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

Hong Kong, 22 April 2020

• For identification purpose only

CONTENTS

		Page
Precautionary Measures for the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . .		1
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	Re-election of retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	– Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II	– Particulars of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In the interest of all attendees’ 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 Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, the Company strongly recommends Shareholders to use proxy forms with voting instructions inserted, to exercise their voting rights by appointing the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

For Shareholders, authorised corporate representatives, proxies or other attendees choosing to attend the Annual General Meeting in person, please note that the Company has been informed by the management company of Sun Hung Kai Centre (the “Building”) that there will be compulsory body temperature screening at the lobby of the Building in respect of all persons visiting the Building and any person with fever may not be given access to the Building, in which case you will not be allowed to attend the Annual General Meeting. The Company is supportive of these efforts given the development of COVID-19 and, in addition, will implement the following precautionary measures at the Annual General Meeting to protect attending Shareholders, staff and other attendees from the risk of infection:

• (i) Compulsory body temperature checks will be conducted on every Shareholder, authorised corporate representative, proxy and other attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature of 37.4 degrees Celsius or above may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.

• (ii) All Shareholders, authorised corporate representatives, proxies and other attendees are required to complete and submit at the entrance of the Annual General Meeting venue a declaration form confirming their names and contact details, and confirming that they are not subject to, or to their best of knowledge had contact with any person who is subject to, quarantine arrangements whether in a quarantine centre or not (as per the Guidelines on Prevention of Coronavirus Disease 2019 (COVID-19) for the General Public issued by the Hong Kong government accessible at www.chp.gov.hk/en/features/102742.html) and had no physical contact with a suspected COVID-19 patient in the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.

• (iii) All attendees displaying common cold or flu symptoms may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.

• (iv) All attendees are required to wear surgical face masks at the Annual General Meeting venue at all times, maintain a safe distance between seats and observe good personal hygiene. Otherwise, such attendees may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.

• (v) No refreshments or drinks will be served, and there will be no corporate gifts.

If Shareholders choosing not to attend the Annual General Meeting in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact our investor relations department as follows:

Investor Relations Email: ir@hisun.com.hk Tel: 852 2588 8841 Fax: 852 2802 3300

If Shareholders have any questions relating to the Annual General Meeting, please contact Tricor Tengis Limited, the Company’s Hong Kong Share Registrar as follows:

Tricor Tengis Limited Address: Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong Email: is-enquiries@hk.tricorglobal.com Tel: (852) 2980 1333 Fax (852) 2810 8185

The proxy form is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the “Investor Relations” section of the Company’s website at www.hisun.com.hk/en/ir/circulars.php. 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 your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy. Completion and return of a form of proxy for the Annual General Meeting will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish and are able to satisfy the screening measures mentioned above. In the event that you attend and vote at the Annual General Meeting or any adjournment thereof after having lodged a form of proxy, your returned form of proxy will be deemed to have been revoked by operation of law.

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DEFINITIONS

In this circular other than the Annual General Meeting Notice, unless the context otherwise requires, the following expressions shall have the following respective meanings:

“Annual General Meeting the notice dated 22 April 2020 convening the Annual Notice” General Meeting as set out on pages 15 to 19 of this circular “Annual General Meeting” the annual general meeting of the Company to be held at Room 2515, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Friday, 29 May 2020 at 3:00 p.m., or any adjournment thereof “Annual Report 2019” the annual report of the Company for the year ended 31 December 2019 “Board” the board of Directors “Bye-laws” the bye-laws of the Company as may be amended from time to time “Company” Hi Sun Technology (China) Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange “Directors” the directors of the Company “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 14 April 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

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DEFINITIONS

“Ordinary Resolution(s)” the proposed ordinary resolution(s) as referred to in the Annual General Meeting Notice “PRC” the People’s Republic of China, and for the purpose of this circular excluding Hong Kong, Taiwan and the Macau Special Administrative Region “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” share(s) in the share capital of the Company “Shareholder(s)” the registered holder(s) of Share(s) “Share Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to allot, issue and deal with additional Shares up to 20% of the issued shares of the Company as at the date of the passing of the relevant resolution approving the general mandate “Share Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the powers of the Company to repurchase issued and fully paid Shares not exceeding 10% of the issued shares of the Company as at the date of passing of the relevant resolution approving the general mandate “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong as amended from time to time “HK$” Hong Kong Dollars, the lawful currency of Hong Kong “%”

Hong Kong Dollars, the lawful currency of Hong Kong per cent

– 3 –

LETTER FROM THE BOARD

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HI SUN TECHNOLOGY (CHINA) LIMITED 高陽科技（中國）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 818)

Executive Directors: Mr. CHEUNG Yuk Fung (Chairman) Mr. KUI Man Chun (Chief Executive Officer) Mr. XU Wensheng Mr. LI Wenjin Mr. XU Changjun

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place Independent Non-Executive Directors: of Business: Mr. TAM Chun Fai Room 2515, 25th Floor Mr. LEUNG Wai Man, Roger Sun Hung Kai Centre Mr. CHANG Kai-Tzung, Richard 30 Harbour Road Wanchai Hong Kong 22 April 2020

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

At the Annual General Meeting, ordinary resolutions will be proposed, inter alia, (i) to grant the Directors the Share Issue Mandate, (ii) to grant the Directors the Share Repurchase Mandate; and (iii) to re-elect the retiring Directors.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the Share Issue Mandate, the Share Repurchase Mandate and the re-election of retiring Directors and the Annual General Meeting Notice as required under the Listing Rules and to seek your approval of the relevant Ordinary Resolutions relating to these matters at the Annual General Meeting. This circular also contains particulars of the Directors who will retire at the Annual General Meeting and, being eligible, will offer themselves for re-election.

2. GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant a general and unconditional mandate to the Directors to exercise all powers of the Company to allot, issue and deal with additional Shares not exceeding an aggregate of 20% of the issued Shares of the Company as at the date of passing of the resolution approving the Share Issue Mandate which, if passed, shall be a maximum of 555,366,767 Shares (or such other number of Shares as would represent 20% of the issued Shares at the relevant time if there should be a change in the issued Shares between the Latest Practicable Date and the date of passing the relevant resolution). The Share Issue Mandate shall expire upon the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiry of the period within the next annual general meeting of the Company is required by law or the Bye-laws to be held, and (iii) the date upon which such authority given under the Share Issue Mandate is revoked or varied by ordinary resolution of the Shareholders. Details of the Share Issue Mandate are set out in Ordinary Resolution No. 7 in the Annual General Meeting Notice.

In addition, Ordinary Resolution No. 9 in the Annual General Meeting Notice will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the aggregate number of Shares which may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to the Share Issue Mandate such number of Shares repurchased pursuant to the Share Repurchase Mandate, if granted.

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LETTER FROM THE BOARD

3. GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant a general and unconditional mandate to the Directors to exercise all powers of the Company to repurchase issued and fully paid Shares not exceeding 10% of the number of issued Shares of the Company as at the date of passing of the resolution approving the Share Repurchase Mandate. The Share Repurchase Mandate allows the Company to make repurchases only during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiry of the period within the next annual general meeting of the Company is required by law or the Bye-laws to be held, and (iii) the date upon which such authority given under the Share Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders. Details of the Share Repurchase Mandate is set out in Ordinary Resolution No. 8 in the Annual General Meeting Notice.

An explanatory statement as required under the Listing Rules, containing all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution for approving the Share Repurchase Mandate, is set out in Appendix I to this circular.

4. RE-ELECTION OF RETIRING DIRECTORS

Mr. Xu Changjun and Mr. Xu Wensheng, being executive Directors, and Mr. Tam Chun Fai (“Mr. Tam”), being an independent non-executive Director, shall retire from office by rotation at the Annual General Meeting, and, being eligible, offer themselves for re-election in accordance with Bye-laws 87(1) and 87(2).

As Mr. Tam being appointed as an independent non-executive Director, has served the Company for more than 9 years, his further appointment shall be subject to a separate resolution to be approved by Shareholders in accordance with code provision A.4.3 of Appendix 14 of the Listing Rules.

The Nomination Committee of the Company has reviewed and assessed the independence of Mr. Tam, and has formed the view that he has met the independence guidelines set out in Rule 3.13 of the Listing Rules, taking into account, among others, his ability to exercise independence of judgment in relation to the Company’s affairs by offering or raising independent viewpoints, enquiries and advices and his annual confirmation of independence to the Company. The Directors are satisfied that Mr. Tam, who has served on the Board for more than 9 years, remains independent as his independence is not affected by his tenure with the Company and his character, integrity, ability and experience will continue to effectively fulfill his role as an independent non-executive Director and be of significant benefit to the Company.

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LETTER FROM THE BOARD

The particulars of the aforesaid retiring Directors and their interests, if any, in the Shares are set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Room 2515, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Friday, 29 May 2020 at 3:00 p.m. is set out on pages 15 to 19 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Share Issue Mandate and the Share Repurchase Mandate to the Directors, the extension of the Share Issue Mandate to any Shares to be repurchased under the Share Repurchase Mandate and the re-election of the retiring Directors.

6. ACTION TO BE TAKEN

A form of proxy for use at the Annual General Meeting is enclosed with this circular and published on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s website (www.hisun.com.hk). Whether or not you intend to be present at the meeting, you are requested to complete the form of proxy and return it to the Company in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

7. VOTING AT THE ANNUAL GENERAL MEETING

Rule 13.39(4) of the Listing Rules requires that all votes of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting in good faith decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the Annual General Meeting will therefore demand a poll for the Ordinary Resolutions to be put to the vote at the Annual General Meeting pursuant to Bye-law 66 and the Listing Rules. The results of the voting will be published on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s website (www.hisun.com.hk) after the Annual General Meeting pursuant to the Listing Rules.

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LETTER FROM THE BOARD

8. RECOMMENDATION

The Directors consider that the granting to the Directors of the Share Issue Mandate and the Share Repurchase Mandate, the extension of the Share Issue Mandate to any Shares to be repurchased under the Share Repurchase Mandate and the re-election of the retiring Directors are in the best interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the Ordinary Resolutions to be proposed at the Annual General Meeting Notice.

9. GENERAL INFORMATION

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

Yours faithfully,

By Order of the Board

Hi Sun Technology (China) Limited LI Wenjin Executive Director

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EXPLANATORY STATEMENT

APPENDIX I

The following is the explanatory statement required by the Listing Rules to provide requisite information to the Shareholders for consideration of the proposal to approve the Share Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 2,776,833,835. Subject to the passing of Ordinary Resolution No. 8 in the Annual General Meeting Notice approving the Shares Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 277,683,383 Shares, being 10% of the issued shares of the Company, from the date of the approval up to the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiry of the period within the next annual general meeting of the Company is required by law or the Bye-laws to be held, and (iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders in a general meeting.

REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Directors to repurchase Shares. The Directors believe that the Share Repurchase Mandate would give the Company additional flexibility where the situation warrants the repurchase of Shares and is in the best interests of the Company and the Shareholders as a whole.

Such repurchases may, depending on market conditions and funding arrangements at the time, result in an enhancement of the Company’s net asset value per Share and/or earnings per Share and will only be made in circumstances which the Directors believe are appropriate and for the benefit of the Company and the Shareholders as a whole.

FUNDING OF REPURCHASE

Repurchases must be made out of funds which are legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws and the laws and regulations of Bermuda. It is envisaged that the funds required for any repurchase could be derived from the distributable profits, the share premium and/or contributed surplus, if any, of the Company.

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APPENDIX I

EXPLANATORY STATEMENT

In the event that the power to repurchase Shares pursuant to the Share Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period, there could be material adverse impact on the working capital or gearing position of the Company (as compared with the position as disclosed in the Company’s most recently published audited financial statements contained in the Annual Report 2019). However, the Directors do not propose to exercise the power to repurchase Shares pursuant to the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the Listing Rules) currently intend to sell any Shares to the Company in the event that the Share Repurchase Mandate is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Share Repurchase Mandate is approved by the Shareholders.

DIRECTORS’ UNDERTAKING

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

EFFECT OF TAKEOVER CODE

If on the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

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APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, Mr. Kui Man Chun, directly and indirectly, beneficially held 645,733,636 Shares, representing approximately 23.25% of the issued Shares. In the event that the Directors should exercise in full the Share Repurchase Mandate (assuming the shareholding structure of the Company as at the Latest Practicable Date remains unchanged), the shareholding of Mr. Kui Man Chun in the Company could increase to approximately 25.84% of the issued shares of the Company, but such increase will not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any repurchases made under the Share Repurchase Mandate. The Directors do not intend to exercise the Share Repurchase Mandate to such an extent that the public shareholding of the Company would be reduced to less than 25% of the issued shares of the Company.

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

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date are as follows:

	Share prices (per Share)	Share prices (per Share)
Months	Lowest	Highest
	HK$	HK$
2019
March	1.25	1.42
April	1.31	1.44
May	1.10	1.38
June	1.10	1.29
July	1.25	1.45
August	1.26	1.43
September	1.27	1.43
October	1.26	1.59
November	1.26	1.41
December	1.21	1.35
2020
January	1.12	1.34
February	1.08	1.29
March	0.81	1.14
April (up to the Latest Practicable Date)	0.80	1.00

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PARTICULARS OF RETIRING DIRECTORS

APPENDIX II

The followings are the particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting:

XU CHANGJUN

Mr. Xu Changjun, age 53, is an executive Director of the Company. He graduated from Peking University in the PRC with a master’s degree in international economics. Prior to joining the Group in 2001, Mr. Xu Changjun had worked for several companies in the PRC and Hong Kong. He has over 28 years of experience in corporate management of enterprises in Hong Kong and the PRC.

Save as disclosed above, Mr. Xu Changjun does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Xu Changjun held 16,563,000 Shares and also underlying interest in HK$675,000 of the enlarged registered capital of Mega Hunt Microelectronics (Beijing) Limited (“Megahunt”, a wholly-owned subsidiary of the Company) in respect of the relevant options granted, and does not have, and is not deemed to have, any other interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

The service agreement between the Company and Mr. Xu Changjun was entered into for an initial term of 1 year commencing from 1 April 2019 and shall continue thereafter, subject to reelection in accordance with the Bye-laws unless and until terminated by either the Company or Mr. Xu Changjun giving to the other not less than 3 months’ notice in writing or payment in lieu, pursuant to which Mr. Xu Changjun is entitled to (i) an annual Director’s fee of approximately HK$2,100,000, which is determined by the Board as recommended by the remuneration committee, with the authority granted by the Shareholders at annual general meeting with reference to his duties, responsibilities and market conditions; and (ii) discretionary bonus payments for his office as an executive Director, the amount of which is recommended by the remuneration committee and determined by the Board at its absolute discretion.

Mr. Xu Changjun is subject to retirement by rotation at least once every three years and reelection at the annual general meeting of the Company in accordance with the Bye-laws, Listing Rules and the applicable laws.

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PARTICULARS OF RETIRING DIRECTORS

APPENDIX II

XU WENSHENG

Mr. Xu Wensheng, age 51, is an executive Director of the Company. He graduated from the Dalian University of Technology with a bachelor’s degree in computer science and engineering. He is also a director of Hi Sun Limited, the Company’s substantial Shareholder. Prior to joining the Group in 2003, Mr. Xu Wensheng was the president of a system integration company and has extensive experience in computer systems integration of the financial industry.

Save as disclosed above, Mr. Xu Wensheng does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Xu Wensheng held 4,566,000 Shares and also underlying interest in HK$750,000 of the enlarged registered capital of Megahunt in respect of the relevant options granted and does not have, and is not deemed to have, any other interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

The service agreement between the Company and Mr. Xu Wensheng was entered into for an initial term of 1 year commencing from 1 April 2019 and shall continue thereafter, subject to reelection in accordance with the Bye-laws unless and until terminated by either the Company or Mr. Xu Wensheng giving to the other not less than 3 months’ notice in writing or payment in lieu, pursuant to which Mr. Xu Wensheng is entitled to (i) an annual Director’s fee of HK$2,280,000, which is determined by the Board as recommended by the remuneration committee, with the authority granted by the Shareholders at annual general meeting with reference to his duties, responsibilities and market conditions; and (ii) discretionary bonus payments for his office as an executive Director, the amount of which is recommended by the remuneration committee and determined by the Board at its absolute discretion.

Mr. Xu Wensheng is subject to retirement by rotation at least once every three years and reelection at the annual general meeting of the Company in accordance with the Bye-laws, Listing Rules and the applicable laws.

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PARTICULARS OF RETIRING DIRECTORS

APPENDIX II

TAM CHUN FAI

Mr. Tam Chun Fai (“Mr. Tam”), age 57, is an independent non-executive Director of the Company. He graduated from the Hong Kong Polytechnic University with a bachelor of arts degree in accountancy. Mr. Tam is a member of Hong Kong Institute of Certified Public Accountants and a member of Chartered Financial Analyst and has over 28 years’ experience in auditing, corporate advisory services as well as financial management and compliance work. Mr. Tam is currently an executive Director of Beijing Enterprises Holdings Limited (a major red chip company) and an independent non-executive director of KWG Property Holding Limited, both of which are listed on the Main Board of the Stock Exchange. He joined the Group in 2004.

Mr. Tam does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Tam does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Mr. Tam entered into a service agreement with the Company for a term of 1 year commencing 19 April 2019, which is expected to be renewed on 19 April 2020 for the same term subject to re-election in accordance with Bye-laws and unless and until terminated by either the Company or Mr. Tam giving the other not less than 2 months’ notice in writing or payment in lieu. Pursuant to the service agreement, Mr. Tam is entitled to (i) an annual Director’s fee of HK$220,000, which is determined by the Board as recommended by the remuneration committee, with the authority granted by the Shareholders at annual general meeting with reference to his duties, responsibilities and market conditions; and (ii) discretionary bonus payments for his office as an independent non-executive Director, the amount of which is recommended by the remuneration committee and determined by the Board at its absolute discretion.

Mr. Tam is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Bye-laws, Listing Rules and the applicable laws.

Save as disclosed above, the Board is not aware of any other matters in relation to the retiring Directors concerning their re-election at the Annual General Meeting which need to be disclosed under Rule 13.51(2) of the Listing Rules or brought to the attention of the Shareholders regarding the re-election of the retiring Directors.

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NOTICE OF ANNUAL GENERAL MEETING

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HI SUN TECHNOLOGY (CHINA) LIMITED 高陽科技（中國）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 818)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Hi Sun Technology (China) Limited (the “Company”) will be held at Room 2515, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Friday, 29 May 2020 at 3:00 p.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “Directors”) and the auditors of the Company for the year ended 31 December 2019;

2. To re-elect Mr. Xu Changjun as a Director;

3. To re-elect Mr. Xu Wensheng as a Director;

4. To re-elect Mr. Tam Chun Fai as a Director;

5. To authorise the Board of Directors to fix the remuneration of the Directors;

6. To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the Board of Directors to fix their remuneration;

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass, with or without modifications, the following as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate number of shares of the Company allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any option granted under all the share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company in force from; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing warrants or securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20% of the total number of the issued shares of the Company as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) 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 expiry of the period within the next annual general meeting of the Company is required by law or the Bye-laws to be held; and

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

“Rights Issue” means an offer of shares of the Company or issue of option, warrants or other securities giving the right to subscribe and/or exchange for shares to the holders of shares of the Company, or any class thereof, whose name appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) in proportion to their holdings of such shares (or, where appropriate, such other securities) (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

1. “ THAT :

2. (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by The Securities and Futures Commission of Hong Kong (the “Securities and Futures Commission”) and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or any other stock exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate number of shares of the Company authorised to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of the issued shares of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (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 expiry of the period within the next annual general meeting of the Company is required by law or the Bye-laws to be held; and

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

• “ THAT subject to the passing of resolutions No. 7 and No. 8 set out in this notice, the general mandate granted to the Directors to allot, issue and deal with additional shares pursuant to resolution No. 7 set out in this notice be and is hereby extended by the addition thereto of the total number of the issued shares of the Company to be repurchased by the Company under the authority granted pursuant to resolution no. 8 set out in this notice, provided that the total number of issued shares so repurchased shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing this resolution.”

By Order of the Board of Directors Hi Sun Technology (China) Limited Hui Lok Yan Company Secretary

Hong Kong, 22 April 2020

Notes:

• (1) A member of the Company entitled to attend and vote at the meeting (or any adjournment thereof) (the “Meeting”) convened by this notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the Meeting is enclosed.

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NOTICE OF ANNUAL GENERAL MEETING

• (3) Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the Meeting if the member so desires.

• (4) To be valid, a form of proxy must be duly completed and signed in accordance with the instructions printed thereon and lodged, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the principal place of the business of the Company at Room 2515, 25th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

• (5) Record date (being the last date of registration of any share transfer given there will be no book closure) for determining the entitlement of the shareholders of the Company to attend and vote at the Annual General Meeting will be Monday, 25 May 2020. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Share Registrar, 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 Monday, 25 May 2020.

• (6) With regard to resolutions no. 2 to no. 4 in this notice, the Board of Directors proposes that the Directors, namely, Mr. Xu Changjun, Mr. Xu Wensheng and Mr. Tam Chun Fai be re-elected as Directors. The particulars of these Directors are set out in Appendix II to the circular to the shareholders dated 22 April 2020.

• (7) All votings on the resolutions in this notice by the members at the Meeting shall be conducted by poll.

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