Launch Tech Company Limited - AGM Information 2019

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) REPURCHASE MANDATE

(2) ISSUE MANDATE

(3) DISTRIBUTION OF FINAL DIVIDEND (4) RE-APPOINTMENT OF DIRECTORS (5) NOTICE OF ANNUAL GENERAL MEETING (6) NOTICE OF H SHAREHOLDERS’ CLASS MEETING AND

(7) NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

A letter from the Board is set out on pages 4 to 8 of this circular.

The notice dated 30 April 2019 convening the AGM and Class Meetings ie. the AGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting (“Class Meetings”) of the Company 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 09:00 a.m., are set out on pages 23 to 34 of this circular.

Whether or not you intend to attend such meetings, 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 H Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 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 such meetings 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 meetings or at any adjourned meetings if you so wish. Reply slips for such meetings is also enclosed. You are reminded to complete and sign the reply slips (if you are entitled to attend the meetings) and return the signed slip in accordance with the instructions printed thereon.

for identification purpose only

30 April 2019

		page
Definitions . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I –	Explanatory Statment 1 – Proposed Re-appointed Directors. . . .	9
Appendix II –	Explanatory Statement 2 – Repurchase Mandate. . . . . . . . . . . . .	11
Appendix III –	Explanatory Statement 3 – Profit Distribution. . . . . . . . . . . . . . .	15
Notice of AGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Notice of H Shareholders’ Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		29
Notice of Domestic Sharehoders’ Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .		32

– i –

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 Wednesday, 26 June 2019 at 09:00 a.m.
“Articles” or “Articles of the articles of association of the Company as amended Association” from time to time
“Board” the board of Directors of the Company “CCASS” the Central Clearing and Settlement System established and operated by HKSCC
“Class Meetings” the class meeting for H Shareholders to be held immediately after the conclusion of the AGM and the class meeting for Domestic Shareholders to be held immediately after the conclusion of the said class meeting of H Shareholders
“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
“Company Law” the Company Law of the PRC “CSRC” the China Securities Regulatory Commission “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 “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 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
“HK$” or “HKD” Hong Kong Dollar, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

“Issue Mandate”
“Latest Practicable Date”
“Listing Rules”
“Mandatory Provisions”
“Overseas Shareholder(s)”
“PRC”
“Repurchase Mandate”
“RMB”
“SAFE”
“SFO”
“Shareholders”
“Stock Exchange”
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
24 April 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein
the Rules Governing the Listing of Securities on the Stock Exchange
《到境外上市公司章程必備條款》(the Mandatory Provisions for the Articles of Association of the Companies to be Listed Overseas) issued on 27 August 1994 by the State Council Securities Policy Committee and the State Commission for Restructuring the Economic System of the PRC
Shareholder(s) whose address(es) as stated in the register of H Shareholders is/are outside Hong Kong
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
subject to the conditions set out in the proposed resolutions approving the repurchase mandate at the AGM and the Class Meetings, the general mandate granted by the Shareholders to the Board to repurchase not more than 10% of the H Shares in issue as at the date of passing of the relevant resolutions
Renminbi the lawful currency of the PRC
State Administration of Foreign Exchange of the PRC
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
the shareholders of the Company
The Stock Exchange of Hong Kong Limited

– 2 –

DEFINITIONS

“Takeovers Code”

The Codes on Takeovers and Mergers and Share Repurchases

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

– 3 –

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

Non-executive Director Ms. Xia Hui

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

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

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

To the Shareholders,

30 April 2019

Dear Sir or Madam,

(1) THE REPURCHASE MANDATE

(2) THE ISSUE MANDATE

(3) DISTRIBUTION OF FINAL DIVIDEND

(4) RE-APPOINTMENT OF DIRECTORS

(5) NOTICE OF ANNUAL GENERAL MEETING

(6) NOTICE OF H SHAREHOLDERS’ CLASS MEETING AND

(7) NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the AGM and Class Meetings to be held on Wednesday, 26 June 2019 and to provide you with information regarding the resolutions to be proposed at the AGM and Class Meetings to enable you to make an

for identification purpose only

– 4 –

LETTER FROM THE BOARD

informed decision on whether to vote for or against the proposed resolutions at the AGM and Class Meetings regarding, among others, the Repurchase Mandate, and the Issue Mandate and to seek your approval of the other resolutions to be proposed thereat.

PROPOSED GENERAL MANDATE TO REPURCHASE H SHARES

Repurchase Mandate

The Company Law, the Mandatory Provisions and the Articles provide for certain restrictions on share repurchase which are applicable to all classes of shares of the Company.

The Company Law (to which the Company is subject) provides that a joint stock limited company incorporated in the PRC may not repurchase its shares unless such repurchase is effected for the purpose of (a) reducing its registered capital; (b) in connection with a merger between itself and another entity that holds its shares; (c) granting shares as reward to the staff of the company; or (d) the repurchase is made at the request of its shareholders who disagrees with shareholders’ resolutions in connection with a merger or division. The Mandatory Provisions, which the Company has incorporated in the Articles of Association, provide that subject to obtaining the approval of the relevant PRC regulatory authorities and in compliance with the Articles of Association, the Company may repurchase its issued Shares for the purpose of reducing its share capital or in connection with a merger between itself and another entity that holds its shares or in circumstances permitted by laws or administrative regulations.

The Listing Rules permit the shareholders of a PRC joint stock limited company to grant a general mandate to its directors to repurchase shares of such company that is listed on the Stock Exchange. Such mandate is required to be given by way of a special resolution passed by its shareholders in general meeting and special resolution passed by holders of domestic shares and holders of overseas listed foreign shares at separate meetings.

H Shares are traded on the Stock Exchange in Hong Kong dollars. Therefore, the repurchase of H Shares by the Company is subject to the approval of the SAFE (or its successor authority), and the price payable by the Company upon any repurchase of H Shares will be paid in Hong Kong dollars.

In accordance with the requirements of the Articles of Association applicable to capital reduction, the Company will have to notify its creditors of the passing of the resolution for the reduction of the registered capital of the Company. In addition, the Company Law provides that the shares repurchased by a company will have to be cancelled and the registered capital of that company will therefore be reduced by an amount equivalent to the aggregate nominal value of the shares so cancelled. In the event of a reduction of registered capital, the Company shall inform its creditors by way of written notice and announcement within a prescribed period after the passing of the relevant resolutions approving such reduction.

– 5 –

LETTER FROM THE BOARD

Conditions to Repurchase H Shares

In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any H Shares (including where such repurchase may lead to an enhancement of the net asset value per Share and/or the earnings per Share), approval is proposed to be sought from the Shareholders for the grant of the Repurchase Mandate to the Directors. In accordance with the legal and regulatory requirements described above, the Directors give notices to convene the AGM and the Class Meetings. At each such meeting, a special resolution will be proposed to grant to the Directors the Repurchase Mandate which is a conditional general mandate to repurchase H Shares in issue on the Stock Exchange with an aggregate nominal value not exceeding 10% of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of such special resolution.

The Repurchase Mandate will be conditional upon (a) the special resolution for approving the grant of the Repurchase Mandate being passed at each of the AGM and the Class Meetings; and (b) the approvals of SAFE (or its successor authority) and/or any other regulatory authorities as may be required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate. If the above conditions are not fulfilled, the Repurchase Mandate will not be exercisable by the Directors.

The Repurchase Mandate would expire on the earliest of (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of a period of twelve months following the passing of the relevant resolution at the AGM and the Class Meetings; or (c) the date on which the authority conferred by the special resolution is revoked or varied by a special resolution of the Shareholders in a general meeting or by a special resolution of holders of H Shares or holders of Domestic Shares at their respective Class Meeting.

The H Shares which may be repurchased by the Company pursuant to the Repurchase Mandate shall not exceed 10% of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of the resolution approving the Repurchase Mandate at the AGM and the Class Meetings.

Explanatory Statement

An explanatory statement containing further information relating to the Repurchase Mandate is set out in Appendix II to this circular.

– 6 –

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE ADDITIONAL DOMESTIC SHARES AND H SHARES

The details set out in special resolution numbered 6 in the 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 211,300,000 Domestic Shares of the Company and 148,880,500 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 42,260,000 Domestic Shares and 29,776,100 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 6 of the Notice of AGM.

AGM BOOK CLOSURE PERIOD

The register of members of the Company in Hong Kong will be closed from Saturday, 25 May 2019 to Wednesday, 26 June 2019, 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 H Share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 24 May 2019. 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, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC, no later than 4:30 p.m. on Friday, 24 May 2019.

– 7 –

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 Repurchase Mandate, the proposed Issue Mandate 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 and the Class Meetings (if applicable).

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.

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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EXPLANATORY STATEMENT 1 – PROPOSED RE-APPOINTED DIRECTORS

APPENDIX I

The following are the particulars of the Directors proposed to be re-appointed at the AGM:

EXECUTIVE DIRECTORS

Mr. Liu Xin , also known as Louis Liu , aged 50, is an executive Director and the chairman of the Company. Mr. Liu Xin is the founder of the Company and has around 10 years of experience in corporate management, business development, product development and marketing in the computer and automotive diagnostic and testing industries. He is a graduate of Chengdu Technology University (currently known as Sichuan University) with a bachelor’s degree in applied physics. Mr. Liu Xin is mainly responsible for the strategic planning, overall management, establishment of strategic alliances and development of overseas marketing and sales channel. Mr. Liu Xin is the brother of Mr. Liu Jun and Ms. Liu Yong.

The Company proposes to re-appoint Mr. Liu Xin as an 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, his emoluments will be determined by the Board with reference to his responsibilities and performance of duties to the Company.

Save as disclosed above, Mr. Liu Xin does not have any relationship with other directors, supervisors, senior management or substantial or controlling shareholders of the Company.

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

Mr. Liu Jun , also known as Charles Liu , aged 48, is an executive Director and the chief executive officer of the Company. Mr. Liu Jun is the co-founder of the Company and is the brother of Mr. Liu Xin and Ms. Liu Yong. Mr. Liu Jun has around 10 years of experience in corporate management, business development and product development in automotive diagnostic and testing industries. He is a graduate of Tsinghua University with a bachelor’s degree in radio electronics engineering. Mr. Liu Jun once served as the head of the Company’s R&D department and headed the development of the first generation of Electronic Eye in November 1994, and was honoured as one of the Shenzhen Ten Outstanding Young Technology Experts in 1998. He is currently responsible for the day-to-day operations of Company, and also supervises the Company’s R&D and finance.

The Company proposes to re-appoint Mr. Liu Jun as an 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, his emoluments will be determined by the Board with reference to his responsibilities and performance of duties to the Company.

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APPENDIX I EXPLANATORY STATEMENT 1 – PROPOSED RE-APPOINTED DIRECTORS

Save as disclosed above, Mr. Liu Jun does not have any relationship with other directors, supervisors, senior management or substantial or controlling shareholders of the Company.

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

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Liu Yuan , aged 44, is a partner of 凱橋（北京）投資管理有限公司. He has been the head of the Shenzhen Branch and vice president of a main branch of the Bank of China. Mr. Liu Yuan is a graduate of the Economic Law Department of Zhongnan University of Economics and Law（中南財經政法大學）with a bachelor of law.

The Company proposes to appoint Mr. Liu Yuan as an independent 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, his emoluments will be determined by the Board with reference to his responsibilities and performance of duties to the Company.

Save as disclosed above, Mr. Liu Yuan does not have any relationship with other directors, supervisors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there is no other information which is discloseable, nor is/was any of Mr. Liu Yuan had involved in any of the matters required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) 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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EXPLANATORY STATEMENT 2 – REPURCHASE MANDATE

APPENDIX II

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to vote for or against the special resolution to approve the grant of the Repurchase Mandate to the Directors.

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarized below. The Company is empowered by the Articles of Association to repurchase its own securities.

SHARE CAPITAL

As at the Latest Practicable Date, the registered share capital of the Company is RMB360,180,500 comprising 211,300,000 Domestic Shares and 148,880,500 H Shares. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no H Shares will be allotted and issued or repurchased by the Company on or prior to the date of the AGM and the Class Meetings, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 148,880,500 H Shares, being the maximum of 10% of the total H Shares in issue as at the date of passing the relevant resolution.

REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.

FUNDING OF REPURCHASES

In repurchasing its H Shares, the Company may only apply funds from the Company’s internal resources legally available for such purpose in accordance with the Articles, the Listing Rules and the applicable laws, rules and regulations of the PRC, including but not limited to surplus funds and undistributed profits of the Company or the proceeds of a fresh issue of Shares made for the purpose of the repurchase.

Based on the financial position disclosed in the recently published audited accounts for the year ended 31 December 2018, the Directors consider that there will not be any material adverse impact on the working capital or gearing position of the Company in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. The number of H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing and in the best interests of the Company.

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EXPLANATORY STATEMENT 2 – REPURCHASE MANDATE

APPENDIX II

STATUS OF REPURCHASED H SHARES

The Listing Rules provide that the listing of all the H Shares repurchased by the Company shall automatically be cancelled and the relevant share certificates shall be cancelled and destroyed. Under the PRC laws, the H Shares repurchased by the Company will be cancelled and the Company’s registered capital will be reduced by an amount equivalent to the aggregate nominal value of the H Shares so cancelled.

H SHARE PRICES

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

	Highest	Lowest
	(HK$)	(HK$)
2018
April	8.70	8.70
May	8.96	8.80
June	9.50	8.02
July	9.09	8.29
August	8.89	8.12
September	8.60	8.00
October	8.30	6.99
November	7.74	6.88
December	7.72	6.75
2019
January	7.10	5.32
February	6.45	5.50
March	7.40	5.63
April (up to the Latest Practicable Date)	7.50	6.53

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws, rules and regulations of the PRC.

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EXPLANATORY STATEMENT 2 – REPURCHASE MANDATE

APPENDIX II

DISCLOSURE OF INTERESTS

None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, their associates, have any present intention to sell to the Company any of the H Shares in the Company if the Repurchase Mandate is approved at the AGM and the Class Meetings.

As at the Latest Practicable Date, no connected person of the Company has notified the Company that he/she/it has a present intention to sell any H Shares nor has such connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Repurchase Mandate is granted.

IMPLICATION UNDER THE TAKEOVERS CODE

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

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Company has no substantial shareholder (as defined in the Takeovers Code). The Directors are not aware of any consequences which will arise under the Takeovers Code and/or any similar applicable law as a result of any repurchases to be made under the Repurchase Mandate. Moreover, the Directors will not make share repurchase on the Stock Exchange if such repurchase would result in the requirements under Rule 8.08 of the Listing Rules not being complied with.

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EXPLANATORY STATEMENT 2 – REPURCHASE MANDATE

APPENDIX II

SECURITIES REPURCHASE MADE BY THE COMPANY

The Company purchased a total of 15,279,500 H Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date detail as stated as follows:

DATE	QUANTITY	HIGHEST	LOWEST
		(HK$)	(HK$)
30 November 2018	553,500	7.73	7.56
3 December 2018	798,500	7.85	7.66
4 December 2018	1,234,000	7.95	7.75
5 December 2018	684,500	7.94	7.79
6 December 2018	1,041,500	7.98	7.77
7 December 2018	1,382,000	8.00	7.77
10 December 2018	485,500	7.80	7.72
11 December 2018	787,000	7.80	7.61
12 December 2018	22,000	7.73	7.72
13 December 2018	1,024,000	7.83	7.60
14 December 2018	1,330,000	7.60	7.47
17 December 2018	82,500	7.21	7.19
18 December 2018	173,500	7.30	7.11
19 December 2018	330,500	7.26	7.12
20 December 2018	1,093,500	7.13	7.00
21 December 2018	403,500	7.09	6.91
27 December 2018	436,500	6.99	6.80
28 December 2018	266,000	7.00	6.85
31 December 2018	357,500	7.15	6.95
2 January 2019	27,500	6.99	6.89
3 January 2019	186,500	6.86	6.68
4 January 2019	186,500	6.73	6.39
7 January 2019	304,500	6.70	6.45
8 January 2019	1,119,500	6.65	6.11
9 January 2019	126,000	6.69	6.35
10 January 2019	187,500	6.19	5.98
11 January 2019	164,500	6.24	5.92
14 January 2019	36,000	5.94	5.86
16 January 2019	94,000	5.77	5.67
21 January 2019	51,500	5.78	5.65
22 January 2019	76,500	5.74	5.55
25 January 2019	156,500	5.90	5.56
14 March 2019	76,500	6.27	6.21

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EXPLANATORY STATEMENT 3 – PROFIT DISTRIBUTION

APPENDIX III

TO CONSIDER AND APPROVE THE PLAN OF PROFIT DISTRIBUTION AND ISSUE OF CAPITALISATION SHARES BY WAY OF CAPITALISATION OF CAPITAL RESERVE FOR THE YEAR ENDED 31 DECEMBER 2018

The Board proposed (i) to distribute Cash Dividends of RMB0.10 per Share (inclusive of applicable tax); and (ii) to issue a total of 72,036,100 Shares, an aggregate nominal value of RMB72,036,100, by way of capitalisation of capital reserve, on the basis of two (2) Capitalisation Shares for every ten (10) existing Shares.

It is proposed to authorise the Board to delegate the authority to the executive Directors to deal with the matters in relation to the proposed distribution of Cash Dividends and the proposed Capitalisation Issue according to the relevant laws and regulations and listing rules and to increase the registered capital of the Company and make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment and issuance of Shares.

(1) Proposed Payment of Cash Dividends

The Board proposed the payment of Cash Dividends of RMB0.10 per Share (inclusive of applicable tax). In accordance with the Articles of Association, Cash Dividends will be denominated and declared in RMB. The dividends for Domestic Shares will be paid in RMB and the dividends for H Shares will be paid in HK$. The payment of Cash Dividends is subject to the approval of the Shareholders at the AGM.

(1.1) Payment of Cash Dividends

The method of payment of the dividend by the Company is as follows:

(1) In accordance with the relevant requirements and the articles of association of the Company (the “ Articles of Association ”), dividend payable to holders of H Shares shall be calculated in Renminbi and paid in Hong Kong dollars. The following conversion formula shall apply:

Dividend in Hong Kong Dollar =	Dividend in Renminbi
	Average mean price in Hong Kong Dollar published daily by The People’s Bank of China over a period of one calendar week prior to the declaration of the dividend

For the purpose of the Final Dividend, the date of declaration is 28 March 2019. The average mean price of one Hong Kong dollar published daily by The People’s Bank of China over a period of one calendar week prior to the declaration of the dividend (i.e. 21 March 2018 to 27 March 2019) is RMB0.801040. Applying that average price to the above formula, the dividend for each H Share is HK$0.312094.

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(2) Pursuant to the Articles of Association, the Company has appointed Bank of China (Hong Kong) Trustees Limited (the “ Receiving Agent ”), which is registered as a trust company under the Trustee Ordinance (Cap. 29 of the Laws of Hong Kong), to receive on behalf of holders of H Shares dividend declared in respect of the H Shares. The dividend warrants of the H Shares will be issued by the Receiving Agent and will be posted by ordinary mail to holders of H Shares at their own risk on or before 30 August 2019.

According to the Articles of Association, for the purpose of identifying holders of H Shares who are entitled to receive the Final Dividend, the register of members of H Shares of the Company will be closed from 3 July 2019 to 8 July 2019 (both days inclusive) during which period no registration of transfer of H Shares will be effected. In order to qualify for the Final Dividend mentioned above, holders of H Shares whose transfers have not been registered must lodge the transfer forms and the relevant share certificates at the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (address: Shops 1712-1716 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong), for registration no later than 4:30 p.m. on 2 July 2019.

(2) Proposed Capitalisation Issue

The Board also proposed the issue of a total of 72,036,100 Capitalisation Shares, an aggregate nominal value of RMB72,036,100.00, by way of capitalisation of capital reserve of the Company on the basis of five (5) Capitalisation Shares for every ten (10) existing Shares.

As at the Latest Practicable Date, the registered and issued share capital of the Company was RMB360,180,500, which comprised of 148,880,500 Domestic Shares and 211,300,000 H Shares. On the basis that an aggregate of 360,180,500 Shares were in issue, immediately upon the completion of the Capitalisation Issue, the Capitalisation Shares will comprise 29,776,100 Capitalisation Domestic Shares and 42,260,000 Capitalisation H Shares, in which the total of 72,036,100 Capitalisation Shares will be credited as fully paid by way of conversion of the capital reserve of the Company in the amount of RMB72,036,100.00. There will be no adverse effect on the Company by way of the conversion of capital reserve.

There were no outstanding options, warrants and convertible securities to subscribe for the Shares as at the Latest Practicable Date.

(2.1) Conditions of the Proposed Capitalisation Issue

The Capitalisation Issue is subject to the following conditions:

(i) the approval of the Shareholders at the AGM of the Company;
(ii) the approval by the Listing Committee of the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Capitalisation H Shares; and

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(iii) the compliance with the relevant legal procedures and requirements under the Company Law of People’s Republic of China that are applicable to the Capitalisation Issue.

Shareholders whose names appear on the register of members on the relevant Record Date will be entitled to the Cash Dividends and the Capitalisation Issue.

Warning of Risks in H Share Dealing

Holders of H Shares should note that the existing H Shares are expected to be dealt in on an ex-entitlement basis for entitlement to the Capitalisation H Shares and the Cash Dividends from 28 June 2019 (Friday). If the conditions as set out under the above section headed “Conditions of the Proposed Capitalisation Issue” are not fulfilled, the Capitalisation Issue will not be proceeded. If in doubt, investors are recommended to consult their professional advisers.

(2.2) Entitlements of the Capitalisation Shares and Treatment of Fraction Capitalisation Shares

The Capitalisation H Shares and Capitalisation Domestic Shares will rank pari passu in all respects with the respective H Shares and Domestic Shares then in issue on the Record Date. Holders of the Capitalisation Shares will be entitled to receive all future dividends and distributions (if any) which are declared, made or paid after the date on which the Capitalisation Shares are allotted and issued, but will not be entitled to the Cash Dividends of the Company for the year ended 31 December 2018 which is subject to the approval of the Shareholders at the AGM.

The Capitalisation H Shares will be issued on a pro rate basis and any fractional Shares (if any) will be rounded down to the nearest whole number. The fractional Shares to be issued under the Capitalisation Issue will not be allotted to the Shareholders, but will be aggregated and sold for the benefits of the Company.

(2.3) Overseas Shareholders

As at the Latest Practicable Date, according to the latest register of members available to the Company, the Company had Shareholders with registered addresses in the PRC, Singapore and Canada. The Directors have been advised that there are no restrictions to issue the Capitalisation Shares to Shareholders with the said registered addresses and therefore, those Shareholders will also be entitled to the Capitalisation H Shares.

Subject to the proposed Capitalisation Issue becoming unconditional, the Company will consider if there are any Overseas Shareholders located in other jurisdictions, and if there are such Overseas Shareholders, then the Company will make enquiry regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange and upon the enquiry,

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if the Board is of the view that Overseas Shareholders will not be entitled to the Capitalisation Issue because of the legal restrictions under the laws or statutory regulations of their jurisdiction or the requirements of the stock exchange in that jurisdiction, the Company will arrange for the Capitalisation Shares which would otherwise have been issued to the Overseas Shareholders to be sold in the market as soon as practicable after dealings commence, if a premium, net of expenses, can be obtained. Any net proceeds of such sale for each Overseas Shareholder, after deduction of expenses, of HK$100 or more will be distributed in HK$ to the relevant Overseas Shareholder, by ordinary post at their own risk, unless the amount falling to be distributed to any such person is less than HK$100 in which case it will be retained for the benefit of the Company.

(2.4) Effects on the Shareholdings after the Capitalisation Issue

Set out below is the shareholding structure of the Company as at the Latest Practicable Date and immediately upon completion of the Capitalisation Issue (assuming that no new Shares will be allotted or issued prior to the Record Date for Domestic Shares and H Shares, and that the conditions as set out in the section headed “Conditions of the Proposed Capitalisation Issue” will be fulfilled):

Class of Shares Domestic Shares H Shares Total	As at the Latest Practicable Date Number of Shares Approximate percentage of issued share capital 211,300,000 58.67 148,880,500 41.33 360,180,500 100.00	Immediately after the completion of the proposed Capitalisation Issue Number of Shares Approximate percentage of issued share capital 253,560,000 58.67 178,656,600 41.33 432,216,600 100.00	Immediately after the completion of the proposed Capitalisation Issue Number of Shares Approximate percentage of issued share capital 253,560,000 58.67 178,656,600 41.33 432,216,600 100.00
			100.00

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(2.5) Listing and Dealings

The Shares of the Company are not listed nor dealt in on any stock exchange other than the Hong Kong Stock Exchange. With regards to the Capitalisation Shares, the Company will apply to the Listing Committee of the Hong Kong Stock Exchange for the approval for the listing of, and permission to deal in, the Capitalisation H Shares. Other than the Hong Kong Stock Exchange, the Company does not intend to apply for the listing of, or the permission to deal in, the Capitalisation Shares on any other stock exchange.

Subject to the granting of the listing of, and permission to deal in, the Capitalisation H Shares on the Hong Kong Stock Exchange and the compliance with the stock admission required by the HKSCC, the Capitalisation H Shares will be accepted as eligible securities by the HKSCC for deposit, clearance and settlement in the CCASS with effect from the date of commencement of dealings in the Capitalisation H Shares or such other date as determined by the HKSCC.

Subject to the proposed Capitalisation Issue becoming unconditional, the certificates for the Capitalisation H Shares and the cheques for the Cash Dividends will be despatched by ordinary post to the holders of H Shares who are entitled thereto at their own risk. In case of joint shareholding, the certificates for the Capitalisation H Shares and the cheques for the Cash Dividends will be posted to the first named person on the register of the holders of H Shares in respect of such joint shareholding. The date of despatch of the certificates for the Capitalisation H Shares and the cheques for the Cash Dividends and the date of the commencement of dealings in the Capitalisation H Shares, please refer to the section headed “Expected Timetable” below.

(2.6) Reasons for the Proposed Capitalisation Issue

The Board believes that the Capitalisation Issue will allow the Shareholders to participate in the growth of the Company by way of conversion of the capital reserve and will provide the Company with a wider capital base and therefore increase the marketability of the Shares.

(3) Expected Timetable

The expected timetable for, inter alia, the Capitalisation Issue and the distribution of Cash Dividends as set out below is indicative only and has been prepared on the assumption that all conditions of the Capitalisation Issue and distribution of Cash Dividends will be fulfilled. The expected timetable may be varied, and any subsequent change will be announced in a separate announcement by the Company as and when appropriate:

Last time for lodging transfer of H Shares in order to be qualified for attending and voting at the AGM and Class Meetings

4:30 p.m. on Friday, 24 May 2019

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from Saturday, 25 May 2019 to Wednesday, 26 June 2019 (both days inclusive)

The latest time for lodging the form of proxy of
AGM and Class Meetings	9:00am on Tuesday 25 June 2019
AGM and Class Meetings	9:00 a.m. on Wednesday, 26 June 2019
Publication of the poll results of
the AGM and Class Meetings	9:00 a.m. on Wednesday, 26 June 2019
Last day of dealings in H Shares on
a cum-entitlement basis	Thursday, 27 June 2019
First day of dealings in H Shares on
an ex-entitlement basis	Friday, 28 June 2019
Latest time for lodging transfer of H Shares
in order to be entitled to the Cash Dividends
and the Capitalisation H Shares	4:30 p.m. on Tuesday, 2 July 2019
Register of members of H Shares closes	from Wednesday, 3 July 2019 to
Monday, 8 July 2019 (both days inclusive)
Record Date	Monday, 8 July 2019
Register of members of H Shares re-opens	Tuesday, 9 July 2019
Certificates for the Capitalisation H Shares are
expected to be despatched	Tuesday, 23 July 2019
Commencement of dealings in
the Capitalisation H Shares	9:00 a.m. on Wednesday, 24 July 2019
Distribution of Cash Dividends of H Shares	Friday, 30 August 2019

(4) Tax

(4.1) Tax on Capitalisation of H share

There will be no levy of PRC taxation in respect of the issue of Capitalisation H Shares under the Capitalisation Issue.

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Dealings in the Capitalisation H Shares will be subject to the payment of stamp duty, the Hong Kong Stock Exchange trading fee, transaction levy, or any other applicable fees and charges in Hong Kong. Holders of H Shares are recommended to consult their professional advisers if they are in any doubt as to taxation implications of holding, disposing of or dealing in the Capitalisation H Shares. It is emphasised that none of the Company, its Directors or any other parties involved in the Capitalisation Issue accepts responsibility for any tax implication or liabilities of the holders of H Shares.

(4.2) The Withholding and Payment of Enterprise Income Tax for Non-resident Enterprise Holders and Individual Income Tax for Individual Holders of Overseas H Shares in respect of the Special Dividend

According to the Enterprise Income Tax Law of the People’s Republic of China（《中華人民共和國企業所得稅法》）and the Detailed Rules for the Implementation of the Enterprise Income Tax Law of the People’s Republic of China （《中華人民共和國企業所得稅法實施條例》）(collectively, the “ Enterprise Tax Law ”) which came into effect on 1 January 2008 and the relevant requirements of the tax supervisory authorities of the People’s Republic of China (the “ PRC ”, and the geographical reference in this announcement to the PRC excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan), including, among others, the “Notification of Issues in relation to the Withholding and Payment of Enterprise Income Tax for Payment of Dividend to H Shareholders who are Overseas Non-resident Enterprises by Chinese Resident Enterprises” (Guo Shui Han [2008] No. 897)（《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》國稅函[2008]897號））, the Company is required to withhold 10% enterprise income tax when it distributes the Final Dividend to all non-resident enterprise shareholders (including HKSCC Nominees Limited, other nominees, trustees or other entities and organisations, who will be deemed as non– resident enterprise shareholders) whose names appeared on the H Share register of members of the Company on 26 April 2018. The term “non-resident enterprise(s)” when used in this announcement has the same meaning as defined under the Enterprise Tax Law and its relevant rules and regulations.

According to the “Circular on the Questions Concerning Tax on the Profits Earned by Enterprises with Foreign Investment, Foreign Enterprises and Individual Foreigners from the Transfer of Stocks (Stock Rights) and on Dividend Income” (Guo Shui Fa [1993] No. 45) （《關於外商投資企業、外國企業和外籍個人取得股票（股權）轉讓收益和股息所得稅收問題的通知》國稅發[1993]45號）） (the “ No. 45 Circular ”) issued by the State Administration of Taxation of the PRC (the “ State Administration of Taxation ”), individual foreigners who were holders of H Shares were temporarily exempted from PRC individual income tax for the dividends (bonus) paid by domestic enterprises which issued such H Shares. The No. 45 Circular was repealed by the State Administration of Taxation under the “Announcement on the List of Fully and Partially Invalid and Repealed Tax Regulatory Documents”（《關於公佈全文失效廢止、部份條款失效廢止的稅收規範性文件目錄的公告》）dated 4 January 2011. On 28 June 2011, the State Administration of Taxation of the PRC issued the “Notice on the Issues on Levy of Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045

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Document” (Guo Shui Han [2011] No.348)（《關於國稅發[1993]045號文件廢止後有關個人所得稅徵管問題的通知》國稅函[2011]348號））(the “ No. 348 Circular ”). Pursuant to the No. 348 Circular, overseas resident individual shareholders holding the shares of a PRC non-foreign-invested enterprise is entitled to the relevant favourable tax treatments pursuant to the provisions in the tax treaties between the country(ies) in which they are domiciled and the PRC, and the tax arrangements between the PRC and Hong Kong or Macau. Pursuant to the No. 348 Circular, individual income tax at a tax rate of 10% may in general be withheld in respect of the dividend or bonus income to be distributed by the PRC non-foreign-invested enterprises whose shares have been issued in Hong Kong to the overseas resident individual shareholders, without any application for favourable tax treatments. However, the tax rate for each overseas resident individual shareholder may vary depending on the relevant tax agreements between the countries of their domicile and the PRC.

Pursuant to the No. 348 Circular, the Board hereby announces that, unless otherwise required or provided by relevant tax regulations, agreements, notices or the supervisory authority, the Company will withhold 10% of the Final Dividend to be distributed to the individual shareholders who are holders of H Shares and whose names appear on the register of members of H Shares on 26 April 2018 (the “ Individual H Shareholders ”) as individual income tax, and pay such tax on behalf of the Individual H Shareholders to the relevant PRC tax authorities.

If an Individual H Shareholder considers that his/her individual income tax withheld by the Company does not comply with the tax rate stipulated in the tax treaties between country(ies) or region(s) in which he/she is domiciled and the PRC, he/she should lodge an authorisation letter together with the reporting material relating to his/her residency of the related country or region, to Computershare Hong Kong Investor Services Limited, the H Share registrar and transfer office of the Company in a timely manner, which will be submitted to the competent tax authority by the Company for subsequent taxation handling.

If non-resident enterprise shareholders or overseas resident individual shareholders of the Company have any queries on the above arrangements, they should seek advice from their tax advisors on the tax impact in the PRC, Hong Kong and other country(ies) or region(s) in relation to the holding and disposing of H Shares.

Investors and potential investors of the H Shares are recommended by the Company to consult professional tax advisors if they are in any doubt as to the implications of the abovementioned mechanism of withholding and payment of enterprise income tax and individual income tax. The Company assumes no liability whatsoever in respect of and will not entertain any requests or claims arising from any inaccurate determination of or untimely change in the status of the shareholders or any disputes over the abovementioned withholding and payment of enterprise income tax and individual income tax.

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NOTICE OF AGM

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 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 09:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

To consider and approve the Directors’ report for the year ended 31 December 2018;
To consider and approve the Supervisory Committee’s report for the year ended 31 December 2018;
To consider and approve the audited financial statements and the report of the auditors of the Company for the year ended 31 December 2018;
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;
To consider and approve the re-appointment of Mr. Liu Xin as the Company’s executive director and authorize the Board to fix his remuneration;
To consider and approve the re-appointment of Mr. Liu Jun as the Company’s executive director and authorize the Board to fix his remuneration;
To consider and approve the re-appointment of Mr. Liu Yuan as the Company’s independent non-executive director and authorize the Board to fix his remuneration; and
To authorize the Board to enter into, for and on behalf of the Company, a new service contract with each of the newly re-appointed Directors upon such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matter.

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NOTICE OF AGM

SPECIAL RESOLUTIONS

To consider and, if thought fit, approve the followings as special resolutions:

S1. “ THAT :
(a) subject to paragraphs (b) and (c) below and in compliance with all applicable laws, rules, and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or of any other governmental or regulatory body, a general and unconditional mandate be and is hereby granted to the Board to exercise once or more the powers of the Company to repurchase the issued H Shares on the Stock Exchange during the Relevant Period (as defined in paragraph (d) below);
(b) the aggregate nominal value of H Shares authorised to be repurchased subject to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of this resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
- (i) the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at each of the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting to be held on Wednesday, 26 June 2019 (or on such adjourned date as may be applicable) for such purpose;
- (ii) the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company if appropriate; and
- (iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company in its absolute discretion having repaid or provided guarantee in respect of such amount) pursuant to the Articles of the Company;
(d) for the purpose of this special resolution, “ Relevant Period ” means the period from the passing of this special resolution until whichever is the earlier of:
- (i) the conclusion of the next annual general meeting following the passing of this special resolution; or

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NOTICE OF AGM

  - (ii) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the Shareholders in any general meeting or by a special resolution of H Shareholders or Domestic Shareholders at their respective class meetings.

(e) subject to approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be and be hereby authorised to:
- (i) amend the Articles (as defined in the Circular) as it thinks fit so as to reduce the registered capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares of the Company as contemplated in paragraph (a) above; and
- (ii) file the amended Articles with the relevant governmental authorities of the PRC.”
S2. 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, 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);

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NOTICE OF AGM

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
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.

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NOTICE OF AGM

“ 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.
S.3 To consider and approve the plan of profit distribution and issue of Capitalisation Shares by way of capitalisation of capital reserve of the Company for the year ended 31 December 2018.

It is proposed i) to distribute Cash Dividends of RMB0.10 per Share (inclusive of applicable tax); and ii) to issue a total of 72,036,100 Shares, an aggregate nominal value of 72,036,100, by way of capitalisation of capital reserve, on the basis of two (2) Capitalisation Shares for every ten (10) existing Shares.

It is proposed that the Board be authorised to delegate the authority to the executive Directors to deal with the matters in relation to the plan of profit distribution and issue of Capitalisation Shares by way of capitalisation of capital reserve according to the relevant laws and regulations and listing rules and to

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NOTICE OF AGM

increase the registered capital of the Company and make corresponding amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new capital structure upon the allotment and issuance of shares.

Yours faithfully, By order of the Board Launch Tech Company Limited* Liu Xin Chairman

30 April 2019 Shenzhen, the PRC

* for identification purpose only

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, 25 May 2019 to Wednesday, 26 June 2019, 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, 24 May 2019. 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 5 June 2019. 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 registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, 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.

– 28 –

NOTICE OF H SHAREHOLDERS’ CLASS 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 THE H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting (the “ Class Meeting ”) for the holder of H Shares (the “ H Shares ”) of Launch Tech Company Limited (the “ Company ”) will be held at the 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 immediately following the conclusion of the AGM or any adjournment thereof for the purposes of passing the following resolutions:

SPECIAL RESOLUTIONS

To consider and, if thought fit, approve the followings as special resolutions:

S1. “ THAT :
(a) subject to paragraphs (b) and (c) below and in compliance with all applicable laws, rules, and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or of any other governmental or regulatory body, a general and unconditional mandate be and is hereby granted to the Board to exercise once or more the powers of the Company to repurchase the issued H Shares on the Stock Exchange during the Relevant Period (as defined in paragraph (d) below);
(b) the aggregate nominal value of H Shares authorised to be repurchased subject to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of this resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
- (i) the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at each of the AGM and the Domestic Shareholders’ Class Meeting to be held on Wednesday, 26 June 2019 (or on such adjourned date as may be applicable) for such purpose;
- (ii) the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company if appropriate; and

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NOTICE OF H SHAREHOLDERS’ CLASS MEETING

(iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company in its absolute discretion having repaid or provided guarantee in respect of such amount) pursuant to the Articles of the Company;
(d) for the purpose of this special resolution, “ Relevant Period ” means the period from the passing of this special resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting following the passing of this special resolution; or
(ii) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the Shareholders in any general meeting or by a special resolution of H Shareholders or Domestic Shareholders at their respective class meetings.
(e) subject to approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be and be hereby authorised to:
(i) amend the Articles as it thinks fit so as to reduce the registered capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares of the Company as contemplated in paragraph (a) above; and
(ii) file the amended Articles with the relevant governmental authorities of the PRC.”

Yours faithfully, By order of the Board

Launch Tech Company Limited* Liu Xin Chairman

30 April 2019 Shenzhen, the PRC

for identification purpose only

Notes:

(A) Holders of H Shares 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, 25 May 2019 to Wednesday, 26 June 2019, both days inclusive, during which period no transfer of shares will be registered. In order to qualify to attend and vote at the H Shareholders’ Class Meeting, 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,

– 30 –

NOTICE OF H SHAREHOLDERS’ CLASS MEETING

Hong Kong no later than 4:30 p.m. on Friday, 24 May 2019. Shareholders whose names appear on the register of H shareholders of the Company on the Record Date shall be entitled to attend the H Shareholders’ Class Meeting to vote thereat.

(B) Any H Shareholders entitled to attend and to vote at the H Shareholders’ Class Meeting 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 H 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 H Shareholders’ Class Meeting or its adjourned meetings of the Company.
(D) Shareholders who intend to attend the H Shareholers’ Class Meeting are required to return the reply slip to the Company on or before 5 June 2019. 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 H Shareholders’ Class Meeting in person. In such event, the form of proxy will be deemed to have been revoked.
(F) H Shareholders 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 Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(G) The H Shareholders’ Class Meeting is expected to last for half an hour. Shareholders and their proxies attending the H Shareholders’ Class Meeting shall be responsible for the transportation and accommodation expenses on their own.

– 31 –

NOTICE OF DOMESTIC SHAREHOLDERS CLASS 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 THE DOMESTIC SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting (the “ Class Meeting ”) for the holder of Domestic Shares (the “ Domestic Shares ”) of Launch Tech Company Limited (the “ Company ”) will be held at the 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 immediately following the conclusion of conclusion of the AGM and the H Shareholders’ Class Meeting or any adjournment thereof, for the purposes of passing the following resolutions:

SPECIAL RESOLUTIONS

To consider and, if thought fit, approve the followings as special resolutions:

S1. “ THAT :
(a) subject to paragraphs (b) and (c) below and in compliance with all applicable laws, rules, and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or of any other governmental or regulatory body, a general and unconditional mandate be and is hereby granted to the Board to exercise once or more the powers of the Company to repurchase the issued H Shares on the Stock Exchange during the Relevant Period (as defined in paragraph (d) below);
(b) the aggregate nominal value of H Shares authorised to be repurchased subject to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal value of H Shares in issue of the Company as at the date of passing of this resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
- (i) the passing of a special resolution with the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i)) at each of the AGM and the H Shareholders’ Class Meeting to be held on Wednesday, 26 June 2019 (or on such adjourned date as may be applicable) for such purpose;
- (ii) the approval of the relevant PRC regulatory authorities as may be required by laws, rules and regulations of the PRC being obtained by the Company if appropriate; and

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NOTICE OF DOMESTIC SHAREHOLDERS CLASS MEETING

(iii) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to any of them (or if the Company is so required by any of its creditors, the Company in its absolute discretion having repaid or provided guarantee in respect of such amount) pursuant to the Articles of the Company;
(d) for the purpose of this special resolution, “ Relevant Period ” means the period from the passing of this special resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting following the passing of this special resolution; or
(ii) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the Shareholders in any general meeting or by a special resolution of H Shareholders or Domestic Shareholders at their respective class meetings.
(e) subject to approval of all relevant PRC regulatory authorities for the repurchase of such H Shares being granted, the Board be and be hereby authorised to:
(i) amend the Articles as it thinks fit so as to reduce the registered capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares of the Company as contemplated in paragraph (a) above; and
(ii) file the amended Articles with the relevant governmental authorities of the PRC.”

Yours faithfully, By order of the Board

Launch Tech Company Limited* Liu Xin Chairman

30 April 2019 Shenzhen, the PRC

for identification purpose only

– 33 –

NOTICE OF DOMESTIC SHAREHOLDERS CLASS MEETING

Notes:

(A) Domestic 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, 25 May 2019 to Wednesday, 26 June 2019, both days inclusive, during which period no transfer of shares will be registered. In order to qualify to attend and vote at the Domestic Shareholders’ Class Meeting, all transfer documents, together with the relevant share certificates, should be lodged to the Company’s principal place of business in the PRC no later than 4:30 p.m. on Friday, 24 May 2019. Shareholders whose names appear on the register of Domestic Shareholders of the Company on the Record Date shall be entitled to attend the Domestic Shareholders’ Class Meeting to vote thereat.
(B) Any Domestic Shareholders entitled to attend and to vote at the Domestics Shareholders’ Class Meeting 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 Domestic Shareholders’ Class Meeting or its adjourned meetings of the Company.
(D) Domestic Shareholders who intend to attend the Domestic Shareholders’ Class Meeting are required to return the reply slip to the Company on or before 5 June 2019. 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 Domestic Shareholders of the Company to attend and to vote at the Domestic Shareholders’ Class Meeting in person. In such event, the form of proxy will be deemed to have been revoked.
(F) Domestic Shareholders 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) The Domestic Shareholders’ Class Meeting is expected to last for half an hour. Domestic Shareholders and their proxies attending the Domestic Shareholders’ Class Meeting shall be responsible for the transportation and accommodation expenses on their own.

– 34 –

AI assistant

Launch Tech Company Limited — AGM Information 2019

50622_rns_2019-04-29_3c159259-0176-46cb-8a80-4b118afbc853.pdf

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

(1) REPURCHASE MANDATE

(2) ISSUE MANDATE

(3) DISTRIBUTION OF FINAL DIVIDEND (4) RE-APPOINTMENT OF DIRECTORS (5) NOTICE OF ANNUAL GENERAL MEETING (6) NOTICE OF H SHAREHOLDERS’ CLASS MEETING AND

(7) NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

深圳市元征科技股份有限公司

LAUNCH TECH COMPANY LIMITED*

(1) THE REPURCHASE MANDATE

(2) THE ISSUE MANDATE

(3) DISTRIBUTION OF FINAL DIVIDEND

(4) RE-APPOINTMENT OF DIRECTORS

(5) NOTICE OF ANNUAL GENERAL MEETING

(6) NOTICE OF H SHAREHOLDERS’ CLASS MEETING AND

(7) NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

INTRODUCTION

PROPOSED GENERAL MANDATE TO REPURCHASE H SHARES

Repurchase Mandate

Conditions to Repurchase H Shares

Explanatory Statement

GENERAL MANDATE TO ISSUE ADDITIONAL DOMESTIC SHARES AND H SHARES

AGM BOOK CLOSURE PERIOD

VOTING BY POLL

RECOMMENDATION

RESPONSIBILITY STATEMENT

ADDITIONAL INFORMATION

EXECUTIVE DIRECTORS

INDEPENDENT NON-EXECUTIVE DIRECTORS

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

SHARE CAPITAL

REASONS FOR THE REPURCHASE

FUNDING OF REPURCHASES

STATUS OF REPURCHASED H SHARES

H SHARE PRICES

DIRECTORS’ UNDERTAKING

DISCLOSURE OF INTERESTS

IMPLICATION UNDER THE TAKEOVERS CODE

SECURITIES REPURCHASE MADE BY THE COMPANY

TO CONSIDER AND APPROVE THE PLAN OF PROFIT DISTRIBUTION AND ISSUE OF CAPITALISATION SHARES BY WAY OF CAPITALISATION OF CAPITAL RESERVE FOR THE YEAR ENDED 31 DECEMBER 2018

(1) Proposed Payment of Cash Dividends

(1.1) Payment of Cash Dividends

(2) Proposed Capitalisation Issue

(2.1) Conditions of the Proposed Capitalisation Issue

Warning of Risks in H Share Dealing

(2.2) Entitlements of the Capitalisation Shares and Treatment of Fraction Capitalisation Shares

(2.3) Overseas Shareholders

(2.4) Effects on the Shareholdings after the Capitalisation Issue

(2.5) Listing and Dealings

(2.6) Reasons for the Proposed Capitalisation Issue

(3) Expected Timetable

APPENDIX III

(4) Tax

(4.1) Tax on Capitalisation of H share

(4.2) The Withholding and Payment of Enterprise Income Tax for Non-resident Enterprise Holders and Individual Income Tax for Individual Holders of Overseas H Shares in respect of the Special Dividend

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

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

NOTICE OF AGM

NOTICE OF AGM

* for identification purpose only

深圳市元征科技股份有限公司

LAUNCH TECH COMPANY LIMITED*

NOTICE OF THE H SHAREHOLDERS’ CLASS MEETING

SPECIAL RESOLUTIONS

NOTICE OF H SHAREHOLDERS’ CLASS MEETING

深圳市元征科技股份有限公司

LAUNCH TECH COMPANY LIMITED*

NOTICE OF THE DOMESTIC SHAREHOLDERS CLASS MEETING

SPECIAL RESOLUTIONS

NOTICE OF DOMESTIC SHAREHOLDERS CLASS MEETING

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Launch Tech Company Limited AGM Information 2019