Launch Tech Company Limited — AGM Information 2014

Apr 30, 2014

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental 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 supplemental circular together with the enclosed second 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 supplemental 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 supplemental 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)

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 30 APRIL 2014 AND SUPPLEMENTAL NOTICE OF AGM

This supplemental circular should be read together with the circular of the Company in relation to, among other things, the AGM, Bonus Issue of shares and proposed corresponding amendment to Articles of the Company dated 30 April 2014.

A supplemental notice dated Wednesday, 30 April 2014 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 Monday, 16 June 2014 at 11:00 a.m., is set out on pages 7 to 10 of this supplemental circular.

Whether or not you intend to attend the AGM, you are reminded to complete the second proxy form enclosed with this supplemental 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.

• for identification purpose only

30 April 2014

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Supplemental Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

In this supplemental 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 Monday, 16 June 2014 at 11:00 a.m.

• “Board” the board of Directors of the Company “Circular” the circular issued by the Company to the Shareholders dated 30 April 2014 in relation to, inter alia, Bonus Issue of Shares

• “Closing Time” 24 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be)

• “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

• “Director(s)” the director(s) of the Company

• “Domestic Shares” domestic share(s) of RMB1.00 each in the share capital of the Company which are subscribed for in RMB

• “Domestic Shareholders” Holders of the Domestic Shares

• “First Form of Proxy” the form of proxy accompanying the Circular

“H Shares’’

• the overseas listed foreign invested share(s) of RMB1.00 each in the share capital of the Company which are listed on the Main Board of Stock Exchange and subscribed for and traded in HK$

• “H Shareholders” Holders of the H Shares

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Issue Mandate” a general and unconditional mandate proposed to be granted to the Board by the Shareholders at the AGM to issue not more than 20% of each of the Domestic Shares and H Shares in issue as at the date of passing the resolution, at any time during the period specified in the relevant resolution set out in the Supplemental Notice of AGM

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DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Notice of AGM”	the notice convening the AGM, as set out in the
	Circular
“PRC”	the People’s Republic of China, which for the purposes
	of this supplemental circular, excludes Hong Kong, the
	Macau Special Administrative Region of the PRC and
	Taiwan
“Supplemental Notice of AGM”	the supplemental notice convening the AGM, as set out
	on pages 7 to 10 of this supplemental circular
“Second Form of Proxy”	the form of proxy accompanying this supplemental
	circular
“Shareholders”	the shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

• 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

30 April 2014

To the Shareholders,

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 30 APRIL 2014 AND SUPPLEMENTAL NOTICE OF AGM

1. INTRODUCTION

This supplemental circular should be read together with the Circular which contains, among other things, the details of the proposed re-election and appointment of Directors, the Repurchase Mandate, the proposed Bonus Issue of Shares of the Company and the proposed corresponding amendments to the Articles.

• for identification purpose only

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LETTER FROM THE BOARD

The purpose of this supplemental circular is to provide you with the information of additional resolution to be proposed at the AGM relating to the proposed grant of Issue Mandate at the AGM and to provide Shareholders with the Supplemental Notice of AGM and the Second Form of Proxy. Unless otherwise defined, capitalised terms used in this supplemental circular shall have the same meanings as those defined in the Circular.

2. GENERAL MANDATE TO ISSUE ADDITIONAL DOMESTIC SHARES AND H SHARES

The details set out in special resolution numbered 13 in the Supplemental notice of AGM will be proposed at such meeting for the granting of a general mandate to the Directors to allot, issue and/or deal with new Shares of up to a maximum of 20% of each of the issued Domestic Shares and H Shares of the Company as at the date of passing the relevant resolution at the AGM.

As at the Latest Practicable Date, there were 33,000,000 Domestic Shares of the Company and 27,360,000 H Shares in issue. Subject to the passing of the proposed resolution approving the grant of the Issue Mandate to the Board and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, a maximum of 6,600,000 Domestic Shares and 5,472,000 H Shares, can be separately or concurrently allotted, issued and/or dealt with by the Board pursuant to the Issue Mandate to be granted by the Shareholders. The Issue Mandate will expire upon the earliest of:

• (a) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

• (b) the expiration of a 12-month period following the passing of this resolution; or

• (c) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the Company in a general meeting.

Special resolution will be proposed at the AGM in relation to the granting of the Issue Mandate to the Directors to issue, allot and/or deal with additional Domestic Shares and H Shares, details of which are set out in special resolution numbered 13 of the Supplemental Notice of AGM.

3. SUPPLEMENTAL NOTICE OF AGM

As set out in the Circular, the AGM will be held at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang, Longgang District, Shenzhen, the PRC, on Monday, 16 June 2014 at 11:00 a.m. Given that the Notice of AGM and the First Form of Proxy do not contain the proposed resolutions for the proposed Issue Mandate, the Supplemental Notice of AGM has been set out on pages 7 to 10 of this supplemental circular, and the Second Form of Proxy has been prepared and is enclosed with this supplemental circular. Both of the Supplemental Notice of AGM and the Second Form of Proxy are also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://www.cnlaunch.com/cn/) and contain the proposed resolutions for the proposed Issue Mandate.

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LETTER FROM THE BOARD

4. SECOND FORM OF PROXY

Whether or not you intend to attend the AGM, you are requested to complete the enclosed Second Form of Proxy in accordance with the instructions printed thereon and return the same to the share registrar of the Company 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 practicable and in any event not less than 24 hours before the respective time fixed for holding the AGM or at any adjournment thereof. Completion and return of the Second Form of Proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting (as the case may be) should you so wish. In such event, the instrument appointing a proxy shall be deemed revoked.

A Shareholder who has not yet lodged the First Form of Proxy with the share registrars of the Company is requested to lodge the Second Form of Proxy if he/she wishes to appoint proxy(ies) to attend the AGM on his/her behalf. In this case, the First Form of Proxy should not be lodged with the share registrars of the Company.

A Shareholder who has already lodged the First Form of Proxy with the share registrars of the Company should note that:

• (a) If no Second Form of Proxy is lodged with the share registrar of the Company, the First Form of Proxy will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution(s) properly put to the AGM other than those referred to in the Notice of AGM and the First Form of Proxy, including the resolutions for the proposed Issue Mandate set out in the Supplemental Notice of AGM and the Second Form of Proxy.

• (b) If the Second Form of Proxy is lodged with the share registrars of the Company before the Closing Time, the Second Form of Proxy will revoke and supersede the First Form of Proxy previously lodged by him/her. The Second Form of Proxy will be treated as a valid proxy form lodged by the Shareholder if correctly completed.

• (c) If the Second Form of Proxy is lodged with the share registrars of the Company after the Closing Time, the Second Form of Proxy will be invalid. However, it will revoke the First Form of Proxy previously lodged by the Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Form of Proxy or the Second Form of Proxy) will not be counted in any poll which will be taken on a proposed resolutions. Accordingly, Shareholders are advised not to lodge the Second Form of Proxy after the Closing Time. If such Shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.

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LETTER FROM THE BOARD

Shareholders are reminded that completion and delivery of the First Form of Proxy and/or the Second Form of Proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof should they so wish. In such event, the instrument appointing a proxy shall be deemed revoked.

5. 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. No Shareholder is required to abstain from voting on the proposed ordinary resolution for the proposed Issue Mandate.

6. RECOMMENDATION

The Board is of the view that the proposed Issue Mandate is 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 resolution in respect thereof to be proposed at the AGM.

7. RESPONSIBILITY STATEMENT

This supplemental 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 supplemental circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief:

• (a) the information contained in this supplemental 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 supplemental circular misleading; and

• (c) all opinions expressed in this supplemental circular have been arrived at after due and careful consideration.

Yours faithfully, for and on behalf of

Launch Tech Company Limited Liu Xin

Chairman

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SUPPLEMENTAL 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)

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the notice (the “ Initial Notice ”) of annual general meeting (“ AGM ”) dated 30 April 2014, by which the Company convenes the AGM held at the conference room, 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang, Longgang District, Shenzhen, the PRC on Monday, 16 June 2014 at 11:00 a.m. and this supplemental notice shall be read together with the Initial Notice.

THIS SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the following proposed resolution will be considered and, if thought fit, approved (with or without modification) by shareholders of the Company at the AGM, in addition to the proposed resolutions set out in the Initial Notice:

SPECIAL RESOLUTION

1. To consider and approve the grant of general mandate to the Board of Directors for the issue of new shares of the Company:

As special business, to authorize the Board of Directors of the Company to determine if the Company shall allot, issue and deal with domestic shares and overseas listed foreign shares (“ H Shares ”) separately or concurrently, according to the market conditions and the needs of the Company, provided that the respective number of shares shall not exceed 20% of the domestic shares or H Shares of the Company in issue on the date of the passing of this special resolution. However, notwithstanding the granting of the general mandate to the Board of Directors, any issue of new domestic shares would require another shareholders’ approval at a shareholders’ meeting in accordance with the relevant PRC laws and regulations.

The special resolutions are as follows:

• (1) Subject to the conditions set out in paragraphs (3) and (4) below and pursuant to the Company Law of the People’s Republic of China (the “ PRC ”) (the “ PRC Company Law ”) and the relevant regulatory requirements (as amended from time to time) of the places where the shares of the Company are listed, the Board of Directors be granted a general and unconditional mandate to exercise all the powers of the Company to allot,

• for identification purpose only

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

issue and deal with new shares during the “Relevant Period” and to determine the terms and conditions for the allotment and issue of new shares which include, without limitation, the following terms:

• a. class and number of new shares to be issued;

• b. price determination method of new shares and/or issue price (including price range);

• c. the starting and closing dates for the issue;

• d. class and number of the new shares to be issued to existing shareholders; and

• e. the making or granting of offers, agreements and options which might require the exercise of such powers.

• (2) The approval in paragraph (1) above shall authorize the Board of Directors during the “Relevant Period” to make or grant proposals, agreements and options which would or might require the exercise of such powers after the end of the “Relevant Period”.

• (3) The aggregate nominal amount of each the new domestic shares and new H Shares allotted, issued and dealt with conditionally or unconditionally (whether pursuant to an option or otherwise) by the Board of Directors pursuant to the approval in paragraph (1), other than the shares issued pursuant to the Rights Issue (as hereinafter defined) or the rights to purchase the shares of the Company under any option scheme or similar arrangement, shall not exceed 20% of the domestic shares and H Shares of the Company in issue respectively as at the date of passing this resolution.

• (4) In exercising the powers granted in paragraph (1), the Board of Directors must (a) comply with the PRC Company Law and the relevant regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed; and (b) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments.

• (5) For the purpose of this resolution:

“ Relevant Period ” means the period from the date of passing this resolution until the earlier of:

• a. the expiration of the 12-month period following the passing of this resolution;

• b. the conclusion of the next annual general meeting of the Company; or

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

• c. the revocation or variation of the mandate granted under this resolution by a special resolution of the Company’s shareholders in a general meeting.

“ Rights Issue ” means the allotment or issue of shares in the Company or other securities which would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding for such purpose any shareholder who is resident in a place where such proposed share allotment or issue is not permitted under the law of that place) and, where appropriate, the holders of other equity securities of the Company entitled to such offer, pro-rata (apart from fractional entitlements) to their existing holdings of shares or such other equity securities.

• (6) The Board of Directors, subject to the approval of the relevant authorities of the PRC and in accordance with the Company Law, be authorized to increase the registered capital of the Company to the required amount upon the exercise of the powers pursuant to paragraph (1) above.

• (7) The Board of Directors be authorized to sign the necessary documents, complete the necessary formalities and take other necessary steps to complete the allotment, issue and listing of new shares, provided that the same do not violate the relevant laws, administrative regulations, the relevant regulatory stipulations (as amended from time to time) of the places where the shares of the Company are listed and the Articles of Association.

• (8) Subject to the approval of the relevant PRC authorities, the Board of Directors be authorized to make amendments to the Articles of Association as appropriate and necessary after the completion of the allotment and issue of new shares according to the method, type and number of the allotment and issue of new shares by the Company and the actual shareholding structure of the Company at the time of completion of the allotment and issue of new shares in order to reflect the changes of the share capital structure and registered capital of the Company pursuant to the exercise of this mandate.

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

30 April 2014 Shenzhen, the PRC

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SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies (whether they are members of the Company or not) to attend and vote on his/her/its behalf at the meeting(s).

2. The proxy form must be signed by a shareholder, or his attorney duly authorised in writing. To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar, 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) not later than 24 hours before the time of the meeting or any adjourned meeting.

3. Since the proxy form (the “ First Proxy Form ”) sent together with the Initial Notice does not contain the proposed resolution for the proposed grant of issue mandate set out in this supplemental notice, a new proxy form (the “ Second Proxy Form ”) has been prepared and is sent together with the Company’s supplemental circular of which this supplemental notice of AGM forms part.

4. Shareholders are requested to complete and return the Second Proxy Form in accordance with the instructions printed thereon to the Company’s Hong Kong branch share registrar, 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) not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof.

5. A shareholder who has not yet lodged the First Proxy Form with the Company is requested to lodge the Second Proxy Form if he/she wishes to appoint proxies to attend the AGM on his/her behalf. In this case, the First Proxy Form should not be lodged with the Company.

6. A shareholder who has already lodged the First Proxy Form with the Company should note that:

7. (i) if no Second Proxy Form is lodged with the Company, the First Proxy Form will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy so appointed by the shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM, including the resolution for, among other matters, the proposed refreshment of the Scheme Mandate Limit of the Share Option Scheme, as set out in this supplemental notice of AGM.

8. (ii) if the Second Proxy Form is lodged with the Company 24 hours prior to the time appointed for holding the AGM (the “ Closing Time ”), the Second Proxy Form will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the shareholder if correctly completed.

9. (iii) if the Second Proxy Form is lodged with the Company after the Closing Time, the Second Proxy Form will be invalid. However, it will revoke the First Proxy Form previously lodged by the shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Proxy Form or the Second Proxy Form) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, shareholders are advised not to lodge the Second Proxy Form after the Closing Time. In such case, if such Shareholders wish to vote at the AGM, they will have to attend in person and vote at the AGM themselves.

10. Shareholders are reminded that completion and delivery of the First Proxy Form and/or the Second Proxy Form will not preclude shareholders from attending and voting in person at the AGM or at any adjourned meeting should they so wish.

11. Shareholders are reminded to refer to other notes contained in the Initial Notice.

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