Launch Tech Company Limited — AGM Information 2019

Jun 11, 2019

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 2019 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 2019.

A supplemental notice dated 11 June 2019 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 Wednesday, 26 June 2019 at 9:00 a.m., is set out on pages 7 to 8 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 H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shop 1712-1716, 17/F, 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

11 June 2019

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 Wednesday, 26 June 2019 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 2019 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

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DEFINITIONS

“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
“Supervisor(s)”	the supervisor(s) of the Company
“Supplemental Notice of AGM”	the supplemental notice convening the AGM, as set out
	on pages 7 to 8 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 Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC

Non-executive Director Mr. Xia Hui

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

11 June 2019

To the Shareholders,

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR TO SHAREHOLDERS DATED 30 APRIL 2019 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 of Supervisor 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

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LETTER FROM THE BOARD

2. PROPOSED APPOINTMENT OF SUPERVISOR

The Board proposes to appoint Mr. Lin Yuan Wen (“Mr. Lin”) 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. Du Xuan (“Mr. Du”) plans to retire as Supervisor upon expiry of his term of appointment. Since Mr. Du has been too busy for his own affairs, he will retire upon passing of the appointment of a new Supervisor at the AGM. Mr. Du 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 like to take this opportunity to express its sincere gratitude and appreciation to Mr. Du for his valuable contributions to the Company during his tenure of office. The Company will make a further announcement upon the retirement of Mr. Du.

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

Mr. Lin Yuan Wen

Mr. Lin Yuan Wen, aged 42, graduated from Zhongnan University of Finance and Economics, bachelor’s degree in International Economics and Trade, master’s degree in finance, respectively. Since 2000, he has served as from manager to then the President of Shenzhen Central Branch of Agricultural Bank of China. From 2016, he worked as the general manager of Shenzhen Qianhai Juntai Investment Co., Ltd.（深圳前海均泰投 資有限公司）and currently also worked as the managing president of Shenzhen Oriental Ginza Financial Holding Co., Ltd.（深圳市東銀金融控股有限公司）.

The Company proposes to appoint Mr. Lin 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. Lin did not hold any directorship in other listed public companies in the last three years.

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

3. 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 Wednesday, 26 June 2019 at 9:00 a.m. Given that the Notice of AGM and the First Form of Proxy do not contain the resolution for the proposed appointment of Supervisor, the Supplemental Notice of AGM has been set out on pages 7 to 8 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

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LETTER FROM THE BOARD

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 of Supervisor.

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 H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shop 1712-1716, 17/F, 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 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 resolution 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.

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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.

6. RECOMMENDATION

The Board is of the view that the proposed appointment of Supervisor 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 2019, 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 Wednesday, 26 June 2019 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 RESOLUTION

1. To consider and appoint Mr. Lin Yuan Wen as the Company’s Supervisor and authorize the Board to fix his remuneration.

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

11 June 2019, Shenzhen, the PRC

• for identification purpose only

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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 H share registrar, Computershare Hong Kong Investor Services Limited at Shop 1712-1716, 17/F, 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 H share registrar, Computershare Hong Kong Investor Services Limited at Shop 1712-1716, 17/F, 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 of Supervisor, 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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