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Launch Tech Company Limited AGM Information 2018

Jun 5, 2018

50622_rns_2018-06-05_eaeec9de-bca7-463e-aa94-6b776264c341.pdf

AGM Information

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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 2018 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 repurchase mandate and issue mandate dated 30 April 2018.

A supplemental notice dated 6 June 2018 convening the AGM to be held at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Thursday, 21 June 2018 at 9:00 a.m., is set out on pages 10 to 11 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 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, 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

6 June 2018

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Supplemental Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

– i –

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 Thursday, 21 June 2018 at 9:00 a.m.

  • “Board” the board of Directors of the Company “Circular” the circular issued by the Company to the Shareholders dated 30 April 2018 in relation to, inter alia, repurchase mandate and issue mandate

  • “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

  • “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, Taiwan and the Macau Special Administrative Region of the PRC

– 1 –

DEFINITIONS

“Supervisor(s)” the supervisor(s) of the Company
“Supplemental Notice of AGM” the supplemental notice convening the AGM, as set out
on pages 10 to 11 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

– 2 –

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 Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC

Non-executive Director Ms. Liu Yong

Independent non-executive Directors Ms. Zhang Yan Mr. Liu Yuan Mr. Ning Bo

Principal place of business Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC

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

6 June 2018

To the Shareholders,

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 30 APRIL 2018 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 repurchase mandate and issue mandate.

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 appointment/ re-appointment of Directors and Supervisors 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.

  • for identification purpose only

– 3 –

LETTER FROM THE BOARD

2. PROPOSED CHANGE OF DIRECTORS

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

Ms. Liu Yong (“Ms. Liu”) plans to resign as non-executive Director prior to expiry of her term of appointment. Since Ms. Liu plans to leave the country for a period of time, and due to her other business engagements which requires more of her dedication, Ms. Liu is of the view that she might not be capable of taking up such position, and will resign upon passing of the appointment of a new non-executive Director at the AGM. Ms. Liu has confirmed that she has no disagreement with the Board and there is no matter relating to her resignation that needs to be brought to the attention of the shareholders of the Company. The Board would like to take this opportunity to express its sincere gratitude and appreciation to Ms. Liu for her valuable contributions to the Company during her tenure of office. The Company will make a further announcement upon the resignation of Ms. Liu.

An ordinary resolution will be proposed at the AGM to appoint Mr. Xia as a non-executive Director.

Mr. Xia Hui

Mr. Xia Hui, aged 46, graduated from Cheung Kong Graduate School of Business majoring in business administration. He is the executive vice president of Hubei Chamber of Commerce in Shenzhen (湖北深圳商會), the president of Xiangyang Chamber of Commerce in Shenzhen (深圳市襄陽商會), the vice president of Cheung Kong Graduate School of Business Shenzhen Alumni Association(長江商學院深圳校友 會) and the 13th CPPCC member of Xiangyang City, Hubei Province, and is recognized as Shenzhen High-tech High-level Professional and Leading Talent(深圳市 高新技術高層次專業人才領軍人才). Since 2008, he has founded Shenzhen Zhonglian Guangtong Investment Holdings Co., Ltd. (深圳中聯廣通投資控股有限公司), Hubei Zhongrun Guangtong Investment Company(湖北中潤廣通投資公司)and Guangxi Tong Sheng Finance Leasing Co., Ltd. (廣西通盛融資租賃有限公司) and served as the chairman, general manager and other positions. Mr. Xia is the chairman of Shenzhen Yuanzheng Guangtong Internet Finance Co., Ltd. (深圳元征廣通互聯網金融有限公司) (“Yuanzheng Guangtong”) and indirectly holds all the shares of Yuanzheng Guangtong. The Company and Yuanzheng Guangtong do not have any shareholding relationship.

The Company proposes to appoint Mr. Xia as a non-executive Director for a term of three years, with effect from the date of AGM. Upon approval by Shareholders at the AGM, his emoluments will be determined by the Board with reference to his responsibilities and performance of duties to the Company.

Mr. Xia did not hold any directorship in other listed public companies in the last three years.

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

– 4 –

LETTER FROM THE BOARD

Save as disclosed above, there is no other information which is discloseable, nor is/was Mr. Xia 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.

3. PROPOSED RE-APPOINTMENT OF DIRECTOR

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

An ordinary resolution will be proposed at the AGM to re-appoint Mr. Ning as an independent non-executive Director.

Mr. Ning Bo

Mr. Ning Bo, aged 40, graduated from Southwest University of Science and Technology majoring in accounting. Mr. Ning served as a credit manager in the branch of Bank of Communications at Wenjin, Shenzhen, from 2001 to 2002; and manager of auditing department in Shenzhen Commercial Bank (currently renamed as Ping An Bank) from 2002 to 2009. From 2009 to 2014, he worked in Shenzhen Shanghai Pudong Development Bank as the deputy general manager of the first business department and vice president of Xinzhou branch. Since 2014, Mr. Ning has been the general manager of Shenzhen Zhongzheng Hengshi Investment Co., Ltd.(深圳中正恒石 投資有限公司).

The Company proposes to appoint Mr. Ning as an independent non-executive Director for a term of three years, with effect from the date of AGM. Upon approval by Shareholders at the AGM, his emoluments will be determined by the Board with reference to her responsibilities and performance of duties to the Company.

Mr. Ning did not hold any directorship in other listed public companies in the last three years.

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

4. PROPOSED CHANGE OF SUPERVISORS

The Board proposes to appoint Mr. Lei Zhiwei (“Mr. Lei”) as a Supervisor for a term of three years, with immediate effect from passing of the ordinary resolution approving the appointment thereof at the AGM.

Mr. Sun Zhongwen (“Mr. Sun”) plans to resign as Supervisor prior to expiry of his term of appointment. Since Mr. Sun has reached the age of retirement, he will resign upon passing of the appointment of a new Supervisor at the AGM. Mr. Sun has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company. The Board would

– 5 –

LETTER FROM THE BOARD

like to take this opportunity to express its sincere gratitude and appreciation to Mr. Sun for his valuable contributions to the Company during his tenure of office. The Company will make a further announcement upon the resignation of Mr. Sun.

An ordinary resolution will be proposed at the AGM to appoint Mr. Lei as a Supervisor.

Mr. Lei Zhiwei

Mr. Lei Zhiwei, aged 53, graduated from Zhongnan University of Finance and Economics, the Graduate School of the Financial Research Institute of The People’s Bank of China and Southwestern University of Finance and Economics with a bachelor’s degree, master’s degree and Ph.D. in finance, respectively. Since 1990, he has served as the Survey and Statistics Department Head and Office Director of People’s Bank of China Shenzhen Branch (中國人民銀行深圳分行調查統計處), the Assistant President of Shenzhen Development Bank Head Office, the Assistant President of China CITIC Bank Head Office, the Vice President of Ping An Bank Head Office, the President and Deputy Secretary of the Party Committee of Huarong Xiangjiang Bank Head Office, the Chairman and Party Committee Secretary of Huarong (HK) International Holdings Limited, the Chairman and Party Committee Secretary of Huarong Qianhai Wealth Management Co., Ltd., the Chairman of Shenzhen Qianhai Juntai Investment Co., Ltd. (深圳前海均泰投資有限公司), the Chairman of Shenzhen Dongyin Financial Holdings Co., Ltd.(深圳市東銀金融控股有限 公司), and the Chairman and Deputy Secretary of the Party Committee of Hubei Hongtai Financial Investment Holdings Co., Ltd. (湖北省宏泰金融投資控股有限公司). He has also served as a supervisor of postgraduate students of the Financial Research Institute of The People’s Bank of China for nearly ten years. He is currently the chairman of Shenzhen Qianhai Juntai Investment Co., Ltd. and an authorized representative of Shenzhen Huiying Jiaze Equity Investment Partnership (Limited Partnership)*(深圳匯盈嘉澤股權投資合夥企業(有限合夥)).

The Company proposes to appoint Mr. Lei as a Supervisor for a term of three years, with effect from the date of AGM. Upon approval by Shareholders at the AGM, his emoluments will be determined by the Board with reference to his responsibilities and performance of duties to the Company.

Mr. Lei did not hold any directorship in other listed public companies in the last three years.

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

5. PROPOSED RE-APPOINTMENT OF SUPERVISOR

The Board proposes to appoint Mr. Du Xuan (“Mr. Du”) as a Supervisor for a term of three years, with immediate effect from passing of the ordinary resolution approving the appointment thereof at the AGM.

– 6 –

LETTER FROM THE BOARD

An ordinary resolution will be proposed at the AGM to appoint Mr. Du as a Supervisor.

Mr. Du Xuan

Mr. Du Xuan, aged 54, graduated from of the Computer Department of University of Electronic Science and Technology of China with a bachelor’s degree in senior engineering. He has been the chairman of Shenzhen Kingdom Technology Co., Ltd.(深 圳市金證科技股份有限公司) since 1998, director of Shenzhen Farad Electric Co., Ltd. vice chairman of Shenzhen Computer Software Association(深圳市計算機軟件協會)and vice chairman of Shenzhen Young Entrepreneurs Association (深圳市青年企業家協會) since 2001.

The Company proposes to appoint Mr. Du as a Supervisor for a term of three years, with effect from the date of AGM. Upon approval by Shareholders at the AGM, his emoluments will be determined by the Board with reference to his responsibilities and performance of duties to the Company.

Mr. Du did not hold any directorship in other listed public companies in the last three years.

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

6. SUPPLEMENTAL NOTICE OF AGM

As set out in the Circular, the AGM will be held at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC, on Thursday, 21 June 2018 at 9:00 a.m. Given that the Notice of AGM and the First Form of Proxy do not contain the resolutions for the proposed appointment/ re-appointment of Directors and Supervisors, the Supplemental Notice of AGM has been set out on pages 10 to 11 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 resolutions for the proposed appointment/re-appointment of Directors and Supervisors.

7. 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 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, 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

– 7 –

LETTER FROM THE BOARD

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 First Form of 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 resolution. 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.

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.

8. 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.

– 8 –

LETTER FROM THE BOARD

9. RECOMMENDATION

The Board is of the view that the proposed appointment/re-appointment of Directors and Supervisors 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.

10. 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

– 9 –

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 2018, by which the Company convenes the AGM held at the conference room, 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Thursday, 21 June 2018 at 9:00 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:

ORDINARY RESOLUTIONS

  1. To consider and appoint Mr. Xia Hui as a non-executive Director of the Company.

  2. To consider and re-appoint Mr. Ning Bo as an independent non-executive Director of the Company.

  3. To consider and appoint Mr. Lei Zhiwei as a Supervisor of the Company.

  4. To consider and re-appoint Mr. Du Xuan as a Supervisor of the Company.

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

6 June 2018, Shenzhen, the PRC

  • for identification purpose only

– 10 –

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 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, 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 resolution for the proposed appointment/re-appointment of Directors and Supervisors 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 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, 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 appointment/re-appointment of Directors and Supervisors, 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.

– 11 –