Launch Tech Company Limited — AGM Information 2013

Apr 12, 2013

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 a 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 Launch Tech Company Limited (the “Company”), you should at once hand this circular together with the enclosed form of proxy and reply slip 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

深圳市元征科技股份有限公司 LAUNCH TECH COMPANY LIMITED*

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

(Stock Code: 2488)

(1) PROPOSED APPOINTMENT OF DIRECTOR AND

(2) NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 2 to 4 of this circular.

A notice dated 12 April 2013 convening the AGM to be held at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC on Tuesday, 28 May 2013 at 11:00 a.m., is set out on pages 6 to 7 of this circular.

Whether or not you intend to attend the AGM, you are reminded to complete the proxy form enclosed with this circular, in accordance with the instructions printed thereon and return the same to the Company’s Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of the H Shares only) or the Company’s principal place of business at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC (for the holders of the Domestic Shares only) as soon as possible but in any event not less than 24 hours before the respective time fixed for holding the AGM or at any adjournment thereof. Completion and delivery of the said proxy form will not prevent you from attending, and voting in person at, the AGM or at any adjourned meeting if you so wish.

Reply slip for the AGM is also enclosed. You are reminded to complete and sign the reply slip (if you are entitled to attend the AGM) and return the signed slip in accordance with the instructions printed thereon.

• for identification purpose only

12 April 2013

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Appendix I – Particulars of Director Proposed for Appointment . . . . . . . . . . .	5
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

“AGM” the annual general meeting of the Company to be convened and held on Tuesday, 28 May 2013 at 11:00 a.m. “Articles” the articles of association of the Company as amended from time to time “Board” the board of Directors of the Company “Company” 深圳市元征科技股份有限公司 (Launch Tech Company Limited*), a joint stock limited company incorporated in the PRC with limited liability “CSRC” the China Securities Regulatory Commission “Director(s)” the director(s) of the Company “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China, which for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “PRC Accounting Standards” 中國會計準則 the generally accepted accounting principles and standards of PRC “Record Date” means Tuesday, 28 May 2013, being the record date for the purpose of determining the entitlement of the Shareholders to attend the AGM and vote thereat “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shareholders” the shareholders of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

In this circular, the English names of the PRC entities are translations of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

• for identification purpose only

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LETTER FROM THE BOARD

深圳市元征科技股份有限公司 LAUNCH TECH COMPANY LIMITED*

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

(Stock Code: 2488)

Executive Directors Mr. Liu Xin (Chairman) Mr. Liu Jun Ms. Huang Zhao Huan Mr. Jiang Shiwen

Registered office

2-8 Floors, Xin Yan Building, Bagua Number Four Road, Futian District, Shenzhen, the PRC

Non-executive Director Ms. Liu Yong

Independent non-executive Directors Mr. Pan Zhongmin Mr. Liu Yuan Dr. Zou Shulin

Principal place of business Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC

Principal place of business in Hong Kong Unit 1104, Crawford House, 70 Queen’s Road Central, Hong Kong

12 April 2013

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED APPOINTMENT OF DIRECTOR AND (2) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the AGM to be held on Tuesday, 28 May 2013 and to provide you with information regarding the ordinary resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM regarding the proposed appointment of a Director, the proposed re-appointment of the independent auditor of the Company and to seek your approval of the other resolutions to be proposed thereat.

• for identification purpose only

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LETTER FROM THE BOARD

PROPOSED APPOINTMENT OF DIRECTOR

The Board proposes to appoint Ms. Liu Xiaohua (“Ms. Liu”) as a non-executive Director for a term of three years, with immediate effect from passing of an ordinary resolution approving the appointment thereof at the AGM.

Ms. Liu retired as a non-executive Director on 17 March 2013 upon expiry of her former term of appointment and had not offered herself for re-election at the extraordinary general meeting of the Company on 18 March 2013. The Board believes that Ms. Liu’s management experience in multinational companies and previous experience in the Company will continue to add value to the Board.

Ordinary resolution will be proposed at the AGM to re-appoint Ms. Liu as a non-executive Director.

Particulars of Ms. Liu are set out in the Appendix I to this circular.

PROPOSED RE-APPOINTMENT OF DA HUA CERTIFIED PUBLIC ACCOUNTANTS (大華會計師事務所)

The Company has, on 18 March 2013 passed resolutions to amend the Articles of Association of the Company to allow the Company to prepare its financial statements using solely the PRC Accounting Standards. The Board has resolved to prepare the financial statements of the Company using solely the PRC Accounting Standards in order to save costs of the Company and streamline the preparation process of its financial statements. In this regard, the Company shall consider to appoint mainland audit firm which is approved by the Ministry of Finance and the CSRC to act as its auditor. As Da Hua Certified Public Accountants (大華會計師事務所) is a PRC audit firm that satisfies the abovesaid requirement, the Board resolved to submit to the Shareholders for approval the re-appointment of Da Hua Certified Public Accountants (大華會計師事務所) as its independent auditor to prepare its financial statements.

BOOK CLOSURE PERIOD

The register of members of the Company in Hong Kong will be closed from Saturday, 27 April 2013 to Tuesday, 28 May 2013, both days inclusive, during which no transfer of shares will be effected. In order to be eligible to attend the AGM and to vote thereat as Shareholders, all transfers of H Shares together with the relevant share certificates must be delivered to the Company’s share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East Hong Kong no later than 4:30 pm on Friday, 26 April 2013. All transfers of Domestic Shares together with the relevant share certificates must be delivered to the Company’s principal place of business in the PRC at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang, Longgang District, Shenzhen, the PRC, no later than 4:30 pm on Friday, 26 April 2013.

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LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll. The Chairman of the meeting will therefore demand a poll for every resolution put to vote at the AGM in accordance with the Articles and the Listing Rules. An announcement on the poll result will be made by the Company in accordance with the Listing Rules.

RECOMMENDATION

The Board is of the view that the proposed appointment of Ms. Liu as a non-executive Director and the re-appointment of Da Hau Certified Public Accountants（大華會計師事務所） are in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief:

• (a) the information contained in this circular is accurate and complete in all material respects and not misleading;

• (b) there are no other matters the omission of which would make any statement in this circular misleading; and

• (c) all opinions expressed in this circular have been arrived at after due and careful consideration and are found on bases and assumptions that are fair and reasonable.

ADDITIONAL INFORMATION

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

Yours faithfully, for and on behalf of Launch Tech Company Limited Liu Xin

Chairman

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APPENDIX I PARTICULARS OF DIRECTOR PROPOSED FOR APPOINTMENT

The following are the particulars of the Director proposed to be appointed at the AGM:

Ms. Liu Xiaohua

Ms. Liu Xiaohua , aged 58, obtained an Executive MBA from the Thunderbird School of Global Management in 1999. Ms. Liu has more than 20 years of management experience with large multinational companies in the Asia Pacific region and is currently the managing director of SPX Corporation (China) Co., Ltd., a wholly-owned subsidiary of SPX.

Ms. Liu retired as a non-executive Director on 17 March 2013 upon expiry of her former term of appointment with the Company.

The Company proposes to re-appoint Ms. Liu as a non-executive Director to hold office for a term of three years from the date of the AGM. Subject to the Shareholders’ approval at the AGM, her emoluments will be determined by the Board with reference to her responsibilities and performance of duties to the Company.

Save as disclosed above, Ms. Liu does not have any relationship with Directors, supervisors, senior management or substantial or controlling Shareholders of the Company, Ms. Liu 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.

Save as disclosed above, there is no other information which is discloseable, nor is/was any of Ms. Liu had involved in any of the matters required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules. Save for the above, there is no other matter that needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

深圳市元征科技股份有限公司 LAUNCH TECH COMPANY LIMITED*

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

(Stock Code: 2488)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that Annual General Meeting of Launch Tech Company Limited (the “Company”) will be held at the conference room, 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang, Longgang District, Shenzhen, the PRC on Tuesday, 28 May 2013 at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To consider and approve the Directors’ report for the year ended 31 December 2012;

2. To consider and approve the Supervisory Committee’s report for the year ended 31 December 2012;

3. To consider and approve the audited financial statements and the report of the auditors of the Company for the year ended 31 December 2012;

4. To consider and re-appoint Da Hua Certified Public Accountants（大華會計師事務 所） as the independent auditor of the Company and to authorize the board of Directors (the “Board”) to fix their remuneration; and

5. To consider and appoint Ms. Liu Xiao Hua as the Company’s non-executive Director; and

6. To authorize the Board to enter into, for and on behalf of the Company, a new service contract with the newly appointed Director upon such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matter.

By Order of the Board Launch Tech Company Limited Liu Xin Chairman

12 April 2013 Shenzhen, the PRC

• for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (A) Shareholders of the Company shall note that pursuant to Article 46 of the Articles, the share register of the Company will be closed during the period from Saturday, 27 April 2013 to Tuesday, 28 May 2013, both days inclusive, during which period no transfer of shares will be registered. In order to qualify to attend and vote at the AGM, all transfer documents, together with the relevant share certificates, should be lodged to the Company’s H share share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712 – 1716, 17/F., Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares), or to the Company’s principal place of business in the PRC (for holders of Domestic shares), no later than 4:30 p.m. on Friday, 26 April 2013. Shareholders whose names appear on the register of shareholders of the Company on the Record Date shall be entitled to attend the AGM to vote thereat.

• (B) Any Shareholders entitled to attend and to vote at the AGM shall be entitled to appoint a proxy who need not be a Shareholder, to attend and to vote on his behalf. A member who is the holder of two or more shares may appoint more than one proxy.

• (C) To be valid, the proxy forms for the use of Shareholders and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarised copy of that power of attorney or other authority must be delivered to the Company not less than 24 hours before the time scheduled for holding the AGM or its adjourned meetings of the Company.

• (D) Shareholders who intend to attend the AGM are required to return the reply slip to the Company on or before 8 May 2013. Please refer to the reply slip and the instruction thereon for details.

• (E) Completion and return of the proxy form and the reply slip will not affect the right of the shareholders of the Company to attend and to vote at the AGM in person. In such event, the form of proxy will be deemed to have been revoked.

• (F) Holders of domestic shares shall deliver the proxy form and, if such proxy is signed by a person on behalf of his appointer pursuant to a power of attorney or other authority, a notarially certified copy of the power of attorney or other authority and the reply slip to the Company’s principal place of business in the PRC.

• (G) Holders of H Shares shall deliver the proxy form and, if such proxy is signed by a person on behalf of his appointer pursuant to a power of attorney or other authority, a notarially certified copy of the power of attorney or other authority and the reply slip to the Company’s H share share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (H) The AGM is expected to last for half an hour. Shareholders and their proxies attending the AGM shall be responsible for the transportation and accommodation expenses on their own.

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