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 forms 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 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)

PROPOSED AMENDMENTS TO THE AMENDMENT ARTICLES

AND

PROPOSED ADOPTION OF PROFIT DISTRIBUTION POLICY OF THE COMPANY AND

NOTICE OF SPECIAL GENERAL MEETING AND CLASS MEETINGS

A letter from the Board is set out on pages 3 to 10 of this circular.

The notices dated 2 December 2011 convening the SGM and the Class Meetings of holders of H Shares and holders of domestic Shares of the Company to be held at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC on Wednesday, 18 January 2012 at 11:00 a.m., 10:30 a.m. and 10:00 a.m., respectively are set out on pages 11 to 25 of this circular.

Whether or not you intend to attend the meetings, you are reminded to complete the proxy forms 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 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of the H Shares only) or the Company’s principal place of business at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC (for the holders of the Domestic Shares only) as soon as possible but in any event not less than 24 hours before the respective time fixed for holding the SGM and the Class Meetings for the holders of the H Shares and Domestic Shares or at any adjournment thereof. Completion and delivery of the said proxy forms will not prevent you from attending, and voting in person at, the SGM and the Class Meetings for the holders of the H Shares and the Domestic Shares or at any adjourned meeting if you so wish.

Reply slips for each of the SGM and the Class Meetings are also enclosed. You are reminded to complete and sign the relevant reply slips (if you are entitled to attend the relevant meetings) and return the signed slips in accordance with the instructions printed thereon.

2 December 2011

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Class Meeting of holders of H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Notice of Class Meeting of holders of Domestic Shares . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

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

“A Share(s)”
share(s) with a nominal value of RMB1.00 each in the share capital of the Company to be allotted, issued and listed on the SME Board
“Amendment Articles”
various amendments to the Articles, which amendments are subject to, and shall only come into effect upon, the listing of the A Shares on the SME Board and approval being granted by the Ministry of Commence of the PRC
“Announcement”

the announcement of the Company dated 30 November 2011 in relation to, among other things, (i) the proposed amendments to the Amendment Articles; and (ii) the proposed adoption of the Profit Distribution Policy

“Articles”
the articles of association of the Company as amended from time to time
“Board” the board of Directors
“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 and whose H Shares are listed on the Main Board of the Stock Exchange
“Class Meeting(s)”
the respective class meetings of the holders of the H Shares and the Domestic Shares to be convened and held on Wednesday, 18 January 2012 for the purpose of approving, among other things, (i) the proposed amendments to the Amendment Articles; and (ii) the proposed adoption of the Profit Distribution Policy
“Director(s)” the director(s) of the Company
“Domestic Share(s)”
the ordinary share(s) of RMB1.00 each issued by the Company, which are subscribed for or credited as fully paid up in RMB, and all of such shares are not listed on the Stock Exchange
“H Share(s)”
the overseas listed foreign invested ordinary shares of RMB1.00 each in the share capital of the Company, which are currently listed on the Main Board of the Stock Exchange

– 1 –

DEFINITIONS

“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“PRC” the People’s Republic of China, which for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“Profit Distribution Policy” the proposed profit distribution policy of the Company, the adoption of which is subject to, and shall only come into effect upon, the listing of the A Shares on the SME Board pursuant to Article 59 of the Articles
“RMB” Renminbi, the lawful currency of the PRC “SGM” the special general meeting of the Company to be convened and held on Wednesday, 18 January 2012 for the purpose of approving, among other things, (i) the proposed amendments to the Amendment Articles; and (ii) the proposed adoption of the Profit Distribution Policy
“Share(s)” the Domestic Share(s) and the H Share(s) “Shareholder(s)” the holder(s) of the Share(s), including holder(s) of the Domestic Shares and holder(s) of the H Shares
“SME Board” the Small and Medium Enterprise Board （中小企業板） of the Shenzhen Stock Exchange
“Stock Exchange” The Stock Exchange of Hong Kong Limited

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

– 2 –

LETTER FROM THE BOARD

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

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

(Stock Code: 2488)

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

Registered office Xin Yang Building, Bagua Number Four Road, Futian District, Shenzhen, the PRC

Non-executive Directors Ms. Liu Yong Ms. Liu Xiaohua

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

Principal place of business in Hong Kong Room 1801, 18th Floor, Wing On Central Building, 26 Des Voeux Road Central, Hong Kong

2 December 2011

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE AMENDMENT ARTICLES AND

PROPOSED ADOPTION OF PROFIT DISTRIBUTION POLICY OF THE COMPANY AND

NOTICE OF SPECIAL GENERAL MEETING AND CLASS MEETINGS

1. INTRODUCTION

Reference is made to the circular of the Company dated 2 February 2011 in relation to, inter alia , the proposed issue of A Shares and the Company’s application to the China Securities Regulatory Commission for the listing of, and permission to deal in, the A Shares. In connection with such application, reference is also made to the announcement of the Company dated 28 March 2011 on the resolutions passed at the special general meeting, class meeting of holders of H Shares and class meeting of the holders of Domestic Shares held on 28 March 2011, at which the Shareholders approved, inter alia , the Amendment Articles.

– 3 –

LETTER FROM THE BOARD

To maintain consistency and stability in the profit distribution policy of the Company, the Board approved and resolved to submit to the Shareholders for approval the proposed amendments in relation to the profit distribution policy of the Company, as stipulated in Article 166, Article 168 and Article 169 of the Amendment Articles, for their consideration and approval. Save and except for the aforesaid proposed amendments, other terms of the Amendment Articles shall remain unchanged.

In line with the focus of the Company on its long term and sustainable developments, and upon comprehensive review and consideration of various factors, including the actual business development of the Company, the demands and wishes of the Shareholders, the cost of social capital and external financing conditions, the Company intends to establish a consistent, stable and reasonable investment return policy for the benefit of investors. In accordance with Article 59 of the Articles, the Board also approved and resolved to submit to the Shareholders for approval the proposed adoption of the Profit Distribution Policy.

Reference is also made to the Announcement.

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the SGM and the Class Meetings for (i) the proposed amendments to the Amendment Articles; and (ii) the proposed adoption of the Profit Distribution Policy.

The proposed amendments to the Amendment Articles shall only take effect upon (i) the passing of special resolutions by the Shareholders at the SGM and Class Meetings approving the same; (ii) the listing of A Shares on the SME Board, and (iii) approval being granted by the Ministry of Commerce of the PRC.

The proposed adoption of the Profit Distribution Policy shall only take effect upon (i) the passing of special resolutions by the Shareholders at the SGM and Class Meetings approving the same, and (ii) the listing of A Shares on the SME Board.

2. PROPOSED AMENDMENTS TO THE AMENDMENT ARTICLES

For the avoidance of doubt, the proposed amendments below shall be subject to, and shall only come into effect upon, (i) the passing of special resolutions by the Shareholders approving such amendments at the SGM and Class Meetings; (ii) the listing of the A Shares on the SME Board; and (iii) approval being granted by the Ministry of Commerce of the PRC.

– 4 –

LETTER FROM THE BOARD

The proposed amendments to Article 166, Article 168 and Article 169 of the Amendment Articles are set out below:–

Amendment Articles Before the amendments

After the amendments

Article 166

The Company shall implement The Company shall implement initiative methods of profit consistent and stable methods distribution. The cumulative of profit distribution. In profit distribution in cash by making a profit distribution by the Company for any last the Company, account shall be three years period shall be not taken to the reasonable less than 30% of the average investment return of investors of the same three years’ and the sustainable annual distributable profits. development of the Company.

Upon satisfaction of the funding requirements for the Company’s normal course of production and operation, and in the event there are no material investment projects or material cash outflow, profit distribution of the Company shall include profit distribution in cash. Such cash profit shall not be less than 25% of the distributable profits realized in the relevant year. In the event the Board considers that, as a result of the growth in the Company’s operating income, the share price of the Company no longer matches the scale of the share capital of the Company, subject to the satisfaction of the aforesaid conditions in respect of profit distribution in cash, the Company may propose and implement a policy of profit distribution in the form of share dividends.

– 5 –

LETTER FROM THE BOARD

Amendment Articles Before the amendments

After the amendments

The annual profit distribution policy of the Company shall be formulated by the Board, and upon review and approval by the Board, be proposed to a general meeting of the Company for consideration and approval by the Shareholders. The supervisory committee and the independent directors of the Company shall opine on matters such as the appropriateness and stability of the annual profit distribution policy, and its sufficiency in protecting the interests of the investors.

In the event adjustments are required to be made to the Company’s profit distribution policy to facilitate production, operation, investment planning and long term developments of the Company, the adjusted profit distribution policy shall comply with the relevant requirements of any applicable stock exchanges or securities regulatory authorities. Any resolution regarding adjustments to the Company’s profit distribution policy shall, after consideration by the Board, be proposed to a general meeting of the Company for approval by the Shareholders.

– 6 –

LETTER FROM THE BOARD

Amendment Articles Before the amendments

After the amendments

Article 168

The Company may distribute The Company may distribute dividend in cash or in specie dividend in cash or in specie (or both). (or both). Dividends or other Dividends or other distributions for ordinary distributions for ordinary shares shall be declared and shares shall be declared and denominated in Renminbi. denominated in Renminbi. Dividends or other cash Dividends or other cash distributions for domestic distributions for domestic shares shall be paid in shares shall be paid in Renminbi. Renminbi. Dividends or other cash Dividends or other cash distributions for distributions for overseas-listed foreign shares overseas-listed foreign shares listed in Hong Kong shall be listed in Hong Kong shall be paid in Hong Kong dollar in paid in Hong Kong dollar in accordance with the accordance with the requirements of the State requirements of the State Administration of Foreign Administration of Foreign Exchange of the PRC. The Exchange of the PRC. The exchange rate to be used for exchange rate to be used for the conversion shall be the the conversion shall be the average closing exchange rate average closing exchange rate of Hong Kong dollar against of Hong Kong dollar against Renminbi for each of the Renminbi for each of the business days during the week business days during the week prior to the declaration date as prior to the declaration date as quoted by the People’s Bank quoted by the People’s Bank of China. of China.

After the general meeting adopts a resolution on the profit distribution plan, the Board of Directors must complete the distribution of dividends (or shares) within two months after the general meeting is held.

– 7 –

LETTER FROM THE BOARD

Amendment Articles Before the amendments

After the amendments

In the event the Board has not resolved to make any profit distribution in cash, reasons thereof shall be given and disclosed in the reports of directors and the independent directors of the Company shall give independent opinion in such regard.

Article 169

Unless otherwise resolved by Interim profit distribution in the Shareholders in general cash may be proposed by the meeting, the Board may Board in accordance with the distribute interim dividends or funding requirements of the bonus dividends. Company.

(The English version of the Amendment Articles and the above proposed amendments is an unofficial translation of its Chinese version prepared for reference only. In case of discrepancy between the two versions, the Chinese version shall prevail.)

3. PROPOSED ADOPTION OF PROFIT DISTRIBUTION POLICY

For the avoidance of doubt, the proposed adoption of the Profit Distribution Policy shall be subject to, and shall only come into effect upon, (i) the passing of the special resolutions by the Shareholders approving such adoption at the SGM and Class Meetings; and (ii) the listing of the A Shares on the SME Board.

The major terms of the Profit Distribution Policy are set out below:–

(a) The Company shall implement consistent and stable methods of profit distribution. In making a profit distribution by the Company, account shall be taken to the reasonable investment return of investors and the sustainable development of the Company.
(b) The Company may distribute dividend in cash or in specie (or both). Interim profit distribution in cash may be proposed by the Board in accordance with the funding requirements of the Company.
(c) Upon satisfaction of the funding requirements for the Company’s normal course of production and operation, and in the event there are no material investment projects or material cash outflow, profit distribution of the Company shall include profit distribution in cash. Such cash profit shall not be less than 25% of the distributable profits realized in the relevant year. In the event the Board considers that, as a result of the growth in the Company’s operating income, the share price of the Company no longer matches the scale of the share capital of the Company,

– 8 –

LETTER FROM THE BOARD

subject to the satisfaction of the aforesaid conditions in respect of profit distribution in cash, the Company may propose and implement a policy of profit distribution in the form of share dividends.

(d) Undistributed profits will be used to facilitate production and research and development and to supplement the liquid capital of the Company.
(e) In respect of the final dividend for each of the three years ending on 31 December 2011, 31 December 2012 and 31 December 2013 respectively, profits to be distributed in cash shall not be less than 25% of the distributable profits realized in the relevant year.

4. THE SGM AND THE CLASS MEETINGS

Special resolutions to approve the proposed amendments to the Amendment Articles and the proposed adoption of the Profit Distribution Policy will be proposed at the SGM and to the extent applicable, the Class Meetings.

No Shareholder is required to abstain from voting in connection with the matters to be resolved at the SGM and the Class Meetings. Voting on all resolutions proposed at the SGM and the Class Meetings will be taken by poll.

Notices convening the SGM and the Class Meetings to be held at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC on Wednesday, 18 January 2012 are set out on pages 11 to 25 in this circular.

Whether or not you are able to attend the SGM or the relevant Class Meetings in person, you are requested to complete the accompanying reply slip and form of proxy in accordance with the instructions printed thereon and return it to the Company at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC (for holders of Domestic Shares), or the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares), as soon as possible but in any event for the reply slip, on or before 29 December 2011, and for the proxy form, not less than 24 hours before the time appointed for the holding of the SGM, the relevant Class Meetings or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meetings or any adjournment thereof (as the case may be) should you so wish.

5. CLOSURE OF REGISTER OF MEMBERS

The register of Shareholders will be closed from 17 December 2011 to 18 January 2012, both dates inclusive, during which period no transfer of the H Shares will be effected. In order to be entitled to attend the SGM and Class Meeting for the holders of H Shares, and to vote as the Shareholders, all transfers of the H Shares together with the relevant share certificates must be delivered at the Company’s H Share registrar’s transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th

– 9 –

LETTER FROM THE BOARD

Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on 16 December 2011. All transfer of the Domestic Shares together with the relevant share certificates must be delivered at the Company’s business office at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang, Longgang District, Shenzhen, the PRC no later than 4:30 p.m. on 16 December 2011.

6. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all resolutions to be proposed at the SGM and Class Meetings will be voted upon by poll.

7. RECOMMENDATION

The Directors consider that the proposed amendments to the Amendment Articles and the proposed adoption of the Profit Distribution Policy are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the SGM and the Class Meetings.

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this circular misleading.

9. GENERAL

The English version of the Amendment Articles and the above proposed amendments is an unofficial translation of its Chinese version prepared for reference only. In case of discrepancy between the two versions, the Chinese version shall prevail.

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

– 10 –

NOTICE OF SPECIAL GENERAL MEETING

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

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

(Stock Code: 2488)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Launch Tech Company Limited (the “ Company ”) will be convened and held at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC on Wednesday, 18 January 2012 at 11:00 a.m., for the purpose of considering and, if thought fit, approving (with or without modifications) the following special resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 2 December 2011 (the “ Circular ”):

SPECIAL RESOLUTIONS

“To consider and approve the following resolution in relation to the amendment to the Amendment Articles:
(i) Article 166 of the Amendment Articles be amended by deleting the following paragraph:

“The Company shall implement initiative methods of profit distribution. The cumulative profit distribution in cash by the Company for any last three years period shall be not less than 30% of the average of the same three years’ annual distributable profits.”

and substituted by the following paragraph:

“The Company shall implement consistent and stable methods of profit distribution. In making a profit distribution by the Company, account shall be taken to the reasonable investment return of investors and the sustainable development of the Company.

– 11 –

NOTICE OF SPECIAL GENERAL MEETING

satisfaction of the aforesaid conditions in respect of profit distribution in cash, the Company may propose and implement a policy of profit distribution in the form of share dividends.

(ii) Article 168 of the Amendment Articles be amended by deleting the following paragraph:

“The Company may distribute dividend in cash or in specie (or both).

Dividends or other distributions for ordinary shares shall be declared and denominated in Renminbi.

Dividends or other cash distributions for domestic shares shall be paid in Renminbi.

Dividends or other cash distributions for overseas-listed foreign shares listed in Hong Kong shall be paid in Hong Kong dollar in accordance with the requirements of the State Administration of Foreign Exchange of the PRC. The exchange rate to be used for the conversion shall be the average closing exchange rate of Hong Kong dollar against Renminbi for each of the business days during the week prior to the declaration date as quoted by the People’s Bank of China.

and substituted by the following paragraph:

“The Company may distribute dividend in cash or in specie (or both).

– 12 –

NOTICE OF SPECIAL GENERAL MEETING

Dividends or other distributions for ordinary shares shall be declared and denominated in Renminbi.

Dividends or other cash distributions for domestic shares shall be paid in Renminbi.

(iii) Article 169 of the Amendment Articles be amended by deleting the following paragraph:

“Unless otherwise resolved by the Shareholders in general meeting, the Board may distribute interim dividends or bonus dividends.”

and substituted by the following paragraph:

“Interim profit distribution in cash may be proposed by the Board in accordance with the funding requirements of the Company.”

And that the Board be authorized to do all such acts or things and to take all such steps relating to or in connection with the above amendments to the Amendment Articles as the Board may consider necessary and appropriate to give effect to the amendment.”

“To consider, approve and adopt the major terms of the Profit Distribution Policy as follows:–
“(a) The Company shall implement consistent and stable methods of profit distribution. In making a profit distribution by the Company, account shall be taken to the reasonable investment return of investors and the sustainable development of the Company.

– 13 –

NOTICE OF SPECIAL GENERAL MEETING

(b) The Company may distribute dividend in cash or in specie (or both). Interim profit distribution in cash may be proposed by the Board in accordance with the funding requirements of the Company.
(c) Upon satisfaction of the funding requirements for the Company’s normal course of production and operation, and in the event there are no material investment projects or material cash outflow, profit distribution of the Company shall include profit distribution in cash. Such cash profit shall not be less than 25% of the distributable profits realized in the relevant year. In the event the Board considers that, as a result of the growth in the Company’s operating income, the share price of the Company no longer matches the scale of the share capital of the Company, subject to the satisfaction of the aforesaid conditions in respect of profit distribution in cash, the Company may propose and implement a policy of profit distribution in the form of share dividends.
(d) Undistributed profits will be used to facilitate production and research and development and to supplement the liquid capital of the Company.
(e) In respect of the final dividend for each of the three years ending on 31 December 2011, 31 December 2012 and 31 December 2013 respectively, profits to be distributed in cash shall not be less than 25% of the distributable profits realized in the relevant year.”

And that the Board be authorized to do all such acts or things and to take all such steps relating to or in connection with the Profit Distribution Policy as the Board may consider necessary and appropriate to give effect to the adoption of the Profit Distribution Policy.”

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

2 December 2011 Shenzhen, the PRC

Notes:

(A) Shareholders of the Company shall note that pursuant to Article 46 of the articles of association of the Company, the share register of the Company will be closed during the period from 17 December 2011 to 18 January 2012, both days inclusive, during which period no transfer of shares will be registered. Shareholders of the Company whose names appear on the register of shareholders of the Company on 18 January 2012 shall be entitled to attend the SGM of the Company and to vote thereat.
(B) Any shareholders of the Company entitled to attend and to vote at the SGM shall be entitled to appoint a proxy who need not be a shareholder of the Company, 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) Where a shareholder of the Company appoints more than one proxy, his proxy may only vote in a poll.

– 14 –

NOTICE OF SPECIAL GENERAL MEETING

(D) To be valid, the proxy forms for the use of shareholders of the Company 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 special meeting or its adjourned meetings of the Company.
(E) Shareholders of the Company who intend to attend the SGM are required to return the reply slip to the Company on or before 29 December 2011. Please refer to the reply slip and the instruction thereon for details.
(F) 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 SGM. In such event, the form of proxy will be deemed to have been revoked.
(G) 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.
(H) 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 branch share registrar and transfer office in Hong Kong.
(I) The SGM is expected to last for half an hour. Shareholders of the Company and their proxies attending the SGM shall be responsible for the transportation and accommodation expenses on their own.

– 15 –

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

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 CLASS MEETING OF HOLDERS OF H SHARES

NOTICE IS HEREBY GIVEN that a class meeting of holders of the H shares of Launch Tech Company Limited (the “ Company ”) will be convened and held at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC on Wednesday, 18 January 2012 at 10:30 a.m., for the purpose of considering and, if thought fit, approving (with or without modifications) the following special resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 2 December 2011 (the “ Circular ”):

SPECIAL RESOLUTIONS

“To consider and approve the following resolution in relation to the amendment to Amendment Articles:
(i) Article 166 of the Amendment Articles be amended by deleting the following paragraph:

and substituted by the following paragraph:

– 16 –

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

satisfaction of the aforesaid conditions in respect of profit distribution in cash, the Company may propose and implement a policy of profit distribution in the form of share dividends.

(ii) Article 168 of the Amendment Articles be amended by deleting the following paragraph:

“The Company may distribute dividend in cash or in specie (or both).

Dividends or other distributions for ordinary shares shall be declared and denominated in Renminbi.

Dividends or other cash distributions for domestic shares shall be paid in Renminbi.

and substituted by the following paragraph:

“The Company may distribute dividend in cash or in specie (or both).

– 17 –

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

Dividends or other distributions for ordinary shares shall be declared and denominated in Renminbi.

Dividends or other cash distributions for domestic shares shall be paid in Renminbi.

(iii) Article 169 of the Amendment Articles be amended by deleting the following paragraph:

“Unless otherwise resolved by the Shareholders in general meeting, the Board may distribute interim dividends or bonus dividends.”

and substituted by the following paragraph:

“Interim profit distribution in cash may be proposed by the Board in accordance with the funding requirements of the Company.”

“To consider, approve and adopt the major terms of the Profit Distribution Policy as follows:–
“(a) The Company shall implement consistent and stable methods of profit distribution. In making a profit distribution by the Company, account shall be taken to the reasonable investment return of investors and the sustainable development of the Company.

– 18 –

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

(b) The Company may distribute dividend in cash or in specie (or both). Interim profit distribution in cash may be proposed by the Board in accordance with the funding requirements of the Company.
(c) Upon satisfaction of the funding requirements for the Company’s normal course of production and operation, and in the event there are no material investment projects or material cash outflow, profit distribution of the Company shall include profit distribution in cash. Such cash profit shall not be less than 25% of the distributable profits realized in the relevant year. In the event the Board considers that, as a result of the growth in the Company’s operating income, the share price of the Company no longer matches the scale of the share capital of the Company, subject to the satisfaction of the aforesaid conditions in respect of profit distribution in cash, the Company may propose and implement a policy of profit distribution in the form of share dividends.
(d) Undistributed profits will be used to facilitate production and research and development and to supplement the liquid capital of the Company.
(e) In respect of the final dividend for each of the three years ending on 31 December 2011, 31 December 2012 and 31 December 2013 respectively, profits to be distributed in cash shall not be less than 25% of the distributable profits realized in the relevant year.”

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

2 December 2011 Shenzhen, the PRC

Branch share registrar and transfer office in Hong Kong:

Computershare Hong Kong Investor Services Ltd. 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

– 19 –

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

Notes:

(A) Holders of the Company’s H Shares are reminded that pursuant to Article 46 of the articles of association, the register of members of the Company will be closed from 17 December 2011 to 18 January 2012, both days inclusive, during which period no transfer of shares will be registered. The Company’s H Shares Shareholders, whose names appear on the register of members of the Company on 18 January 2012, are entitled to attend the H Shares Class Meeting and to vote thereat.
(B) Any holder of the Company’s H Shares entitled to attend and vote at the H Shares Class Meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy needs not be a shareholder of the Company. A shareholder holding two or more H Shares may appoint more than one proxy.
(C) Where a holder of H Shares of the Company appoints more than one proxy, his proxies may only vote in a poll.
(D) To be valid, the proxy forms for the use of holders of H Shares and, if such proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered to the Company’s branch share registrar and transfer office in Hong Kong not less than 24 hours before the time scheduled for holding the H Class Meeting.
(E) Holders of H Shares of the Company who intend to attend the H Shares Class Meeting are required to complete and return to the Company the enclosed reply slip by 29 December 2011. Further details are set out in the reply slip and explanation thereto.
(F) Completion and return of the proxy forms and reply slip will not affect the right of shareholders of the Company to attend and vote at the H Shares Class Meeting, if the shareholders of the Company so desire and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
(G) The H Shares Class Meeting is expected to last for half an hour. Shareholders of the Company and proxies attending the H Class Meeting shall be responsible for their own transportation and accommodation expenses.

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NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

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 CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

NOTICE IS HEREBY GIVEN that a class meeting of holders of the domestic shares of Launch Tech Company Limited (the “ Company ”) will be convened and held at 9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the PRC on Wednesday, 18 January 2012 at 10:00 a.m., for the purpose of considering and, if thought fit, approving the following special resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 2 December 2011 (the “ Circular ”):

SPECIAL RESOLUTIONS

“To consider and approve the following resolution in relation to the amendment to the Amendment Articles:
(i) Article 166 of the Amendment Articles be amended by deleting the following paragraph:

and substituted by the following paragraph:

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NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

(ii) Article 168 of the Amendment Articles be amended by deleting the following paragraph:

“The Company may distribute dividend in cash or in specie (or both).

Dividends or other distributions for ordinary shares shall be declared and denominated in Renminbi.

Dividends or other cash distributions for domestic shares shall be paid in Renminbi.

and substituted by the following paragraph:

“The Company may distribute dividend in cash or in specie (or both).

Dividends or other distributions for ordinary shares shall be declared and denominated in Renminbi.

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NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

Dividends or other cash distributions for domestic shares shall be paid in Renminbi.

(iii) Article 169 of the Amendment Articles be amended by deleting the following paragraph:

“Unless otherwise resolved by the Shareholders in general meeting, the Board may distribute interim dividends or bonus dividends.”

and substituted by the following paragraph:

“Interim profit distribution in cash may be proposed by the Board in accordance with the funding requirements of the Company.”

“To consider, approve and adopt the major terms of the Profit Distribution Policy as follows:–
“(a) The Company shall implement consistent and stable methods of profit distribution. In making a profit distribution by the Company, account shall be taken to the reasonable investment return of investors and the sustainable development of the Company.
(b) The Company may distribute dividend in cash or in specie (or both). Interim profit distribution in cash may be proposed by the Board in accordance with the funding requirements of the Company.

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NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

(c) Upon satisfaction of the funding requirements for the Company’s normal course of production and operation, and in the event there are no material investment projects or material cash outflow, profit distribution of the Company shall include profit distribution in cash. Such cash profit shall not be less than 25% of the distributable profits realized in the relevant year. In the event the Board considers that, as a result of the growth in the Company’s operating income, the share price of the Company no longer matches the scale of the share capital of the Company, subject to the satisfaction of the aforesaid conditions in respect of profit distribution in cash, the Company may propose and implement a policy of profit distribution in the form of share dividends.
(d) Undistributed profits will be used to facilitate production and research and development and to supplement the liquid capital of the Company.
(e) In respect of the final dividend for each of the three years ending on 31 December 2011, 31 December 2012 and 31 December 2013 respectively, profits to be distributed in cash shall not be less than 25% of the distributable profits realized in the relevant year.”

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

2 December 2011 Shenzhen, the PRC

Principal Place of Business in the PRC:

9th Floor, Office Block, Launch Industrial Park, North of Wuhe Road, Banxuegang Longgang District, Shenzhen, the People’s Republic of China

Notes:

(A) Any holder of the Company’s Domestic Shares, whose names appear on the register of members of the Company on 18 January 2012, are entitled to attend the Domestic Shares Class Meeting and to vote thereat.
(B) Any holder of the Company’s Domestic Shares entitled to attend and vote at the Domestic Shares Class Meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy needs not be a shareholder of the Company. A shareholder holding two or more Domestic Shares may appoint more than one proxy.
(C) Where a holder of Domestic Shares of the Company appoints more than one proxy, his proxies may only vote in a poll.

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NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

(D) Holders of Domestic Shares of the Company who intend to attend the Domestic Shares Class Meeting are required to complete and return to the Company’s principal place of business in the PRC the enclosed reply slip by 29 December 2011. Further details are set out in the reply slip and explanation thereto.
(E) Completion and return of the proxy forms and reply slip will not affect the right of shareholders of the Company to attend and vote at the Domestic Class Meeting, if the shareholders of the Company so desire and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
(F) Holders of Domestic Shares shall deliver the proxy forms (and a notarially certified copy of the power of attorney or other authority if such proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority) and the reply slip to the Company’s principal place of business in the PRC.
(G) The Domestic Class Meeting is expected to last for half an hour. Shareholders of the Company and proxies attending the Domestic Class Meeting shall be responsible for their own transportation and accommodation expenses.

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AI assistant

Launch Tech Company Limited — Proxy Solicitation & Information Statement 2011

50622_rns_2011-12-01_9fc2d90a-015d-4815-a04d-8336a1902fa0.pdf

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

PROPOSED AMENDMENTS TO THE AMENDMENT ARTICLES

AND

PROPOSED ADOPTION OF PROFIT DISTRIBUTION POLICY OF THE COMPANY AND

NOTICE OF SPECIAL GENERAL MEETING AND CLASS MEETINGS

CONTENTS

DEFINITIONS

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

PROPOSED AMENDMENTS TO THE AMENDMENT ARTICLES AND

PROPOSED ADOPTION OF PROFIT DISTRIBUTION POLICY OF THE COMPANY AND

NOTICE OF SPECIAL GENERAL MEETING AND CLASS MEETINGS

1. INTRODUCTION

LETTER FROM THE BOARD

2. PROPOSED AMENDMENTS TO THE AMENDMENT ARTICLES

LETTER FROM THE BOARD

Amendment Articles Before the amendments

After the amendments

LETTER FROM THE BOARD

Amendment Articles Before the amendments

After the amendments

LETTER FROM THE BOARD

Amendment Articles Before the amendments

After the amendments

Amendment Articles Before the amendments

After the amendments

3. PROPOSED ADOPTION OF PROFIT DISTRIBUTION POLICY

4. THE SGM AND THE CLASS MEETINGS

5. CLOSURE OF REGISTER OF MEMBERS

6. VOTING BY WAY OF POLL

7. RECOMMENDATION

8. RESPONSIBILITY STATEMENT

9. GENERAL

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

NOTICE OF SPECIAL GENERAL MEETING

SPECIAL RESOLUTIONS

NOTICE OF SPECIAL GENERAL MEETING

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

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

SPECIAL RESOLUTIONS

NOTICE OF CLASS MEETING OF HOLDERS OF H SHARES

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

NOTICE OF CLASS MEETING OF HOLDERS OF DOMESTIC SHARES

SPECIAL RESOLUTIONS

More from Launch Tech Company Limited

Launch Tech Company Limited Proxy Solicitation & Information Statement 2011