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Launch Tech Company Limited Proxy Solicitation & Information Statement 2018

Dec 6, 2018

50622_rns_2018-12-06_8bd970b9-1a6c-40c9-9731-1560eb289f00.pdf

Proxy Solicitation & Information Statement

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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) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) NOTICE OF SPECIAL GENERAL MEETING (3) NOTICE OF H SHAREHOLDERS’ CLASS MEETING AND

(4) NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

A letter from the Board is set out on pages 3 to 9 of this circular.

The notice dated 7 December 2018 convening the SGM and Class Meetings ie. the SGM, 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 Tuesday, 22 January 2019 at 03:00 p.m., are set out on pages 10 to 15 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 Share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of the H Shares only) or the Company’s principal place of business at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC (for the holders of the Domestic Shares only) as soon as possible but in any event not less than 24 hours before the respective time fixed for holding 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

7 December 2018

CONTENTS

page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notice of SGM
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Notice of H Shareholders’ Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Notice of Domestic Shareholders’ Class Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

– i –

DEFINITIONS

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

  • “Articles” or “Articles of Association”

  • the articles of association of the Company as amended from time to time

  • “Board”

  • the board of Directors of the Company

  • “Class Meetings”

  • the class meeting for H Shareholders to be held immediately after the conclusion of the SGM 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

  • “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

  • “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

  • “RMB” Renminbi the lawful currency of the PRC

– 1 –

DEFINITIONS

“SGM” the annual general meeting of the Company to be
convened and held on Tuesday, 22 January 2019 at
3:00 p.m.
“Shareholders” the shareholders of the Company
“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.

  • for identification purpose only

– 2 –

LETTER FROM THE BOARD

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

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

(Stock Code: 2488)

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

Non-executive Director Mr. 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,

7 December 2018

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) NOTICE OF SPECIAL GENERAL MEETING

(3) NOTICE OF H SHAREHOLDERS’ CLASS MEETING AND

(4) NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the SGM and Class Meetings to be held on Tuesday, 22 January 2019 and to provide you with information regarding the resolutions to be proposed at the SGM and Class Meetings to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the SGM 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.

  • for identification purpose only

– 3 –

LETTER FROM THE BOARD

PROPOSED AMENDMENTS

Based on the Company’s business development needs and the Company’s actual situation, in line with the principle of prudence, appropriateness and necessity, it is recommended to propose to the general meeting of shareholders to amend the relevant provisions of the Company’s articles of association’ and to authorize the board of directors or authorized persons of the board of directors to proceed the application, registration, filing procedures and other related matters for the amendment of articles of association.

The Proposed Amendments are set out below.

**Article ** number
Existing article
number
Existing article
number
Existing article
Amended article
12 The business scope of the The business scope of the
Company shall be subject to that Company shall be subject to that
approved by the company approved by the company
registration authority. registration authority.
The business scope of the The business scope of the
Company shall include: developing
Company shall include: developing
software related to diagnosis, software related to diagnosis,
testing, maintenance, and testing, maintenance, and
equipment preservation for motor equipment preservation for motor
cars, production and sale and such
cars, production, sale and rental of
software, R & D, production and such software, R & D, production,
sale of motor car electronic sale and rental of motor car
products, information network electronic products, rental of
servicing (excluding franchised self-owned properties, information
commercial products and restricted
network servicing (excluding
items) and export and import franchised commercial products
business specified under (Class and restricted items) and export
certificate for export/import and import business specified
business) Letter No.17 of Shenzhen
under (Class certificate for
Trade Regulation Registration export/import business) Letter
Certificate. No.17 of Shenzhen Trade
Regulation Registration Certificate.

– 4 –

LETTER FROM THE BOARD

**Article ** number Existing article
Amended article
Existing article
Amended article
Upon approval by relevant
Upon approval by relevant
government authorities and
government authorities and
approval of the shareholders of the
approval of the shareholders of the
Company by Resolution in General
Company by Resolution in General
Meeting of the Company, the
Meeting of the Company, the
Company may timely adjust the
Company may timely
adjust the
investment policy, as well as the
investment policy, as well as the
business scope and means, based
business scope and means, based
on the domestic and international
on the domestic and international
market trend, the development
market trend, the development
requirements for domestic business,
requirements for domestic business,
the capability of self-development
the capability of self-development
and the business requirements of
and the business requirements of
the Company, and set up branches
the Company, and set
up branches
and offices (whether wholly owned
and offices (whether wholly owned
or not) in the domestic and foreign
or not) in the domestic and foreign
territories as well as Hong Kong,
territories as well as Hong Kong,
Macau and Taiwan.
Macau and Taiwan.
16 The shares issued by the Company
The shares issued by the Company
for subscription in Renminbi by the
for subscription in Renminbi by the
domestic investors shall be referred
domestic investors shall be referred
to as the domestic capital shares.
to as the domestic capital shares.
The shares issued by the Company
The shares issued by the Company
for subscription in foreign currency
for subscription in foreign currency
by the overseas investors shall be
by the overseas investors shall be
referred to as the foreign capital
referred to as the foreign capital
shares. The foreign capital shares
shares. The foreign capital shares
listed overseas shall be listed at the
listed overseas shall be listed at the
main board of the Hong Kong
main board of the Hong Kong
Stock Exchange.
Stock Exchange.
The domestic capital shares issued
The domestic capital shares issued
by the Company having been
by the Company having been
approved by the Shareholders in
approved by the Shareholders in
general meeting of the Company
general meeting of the Company
and by the relevant Government
and by the relevant Government
authority may be listed on the
authority may be listed on the
Stock Exchange(s) in China
Stock Exchange(s) in
China
whereas foreign capital shares
whereas foreign capital shares
listed outside China may be listed
listed outside China may be listed
in the main board of the Hong
in the main board of the Hong
Kong Stock Exchange.
Kong Stock Exchange.

– 5 –

LETTER FROM THE BOARD

**Article ** number **Existing ** article **Amended ** article
Upon obtaining the approvals from
the securities regulatory authorities
of the State Council and other
authorities, the holders of domestic
shares of the Company is allowed
to transfer their part or all shares
to foreign investors and those
shares maybe listed on the main
board of the Hong Kong Stock
Exchange; All or part of the shall
be able to be, subject to the
conditions under the relevant law
and regulations, transformed to
foreign shares. And those foreign
shares transferred and transformed
shall be listed and traded on the
main board of the Hong Kong
Stock Exchange and shall also
comply with the regulatory
procedures, rules and requirements
of the Hong Kong Stock Exchange.
The aforesaid situations where
shares are transferred to foreign
investors and then listed on or
transformed to foreign shares and
then listed on the Hong Kong
Stock Exchange do not require
passing of resolutions at a general
meeting or shareholders’ class
meeting. Upon transfer to overseas
listed foreign shares, the domestic
shares shall be in the same class of
original overseas listed foreign
invested shares.

– 6 –

LETTER FROM THE BOARD

**Article ** **Article ** number Existing article Amended article Amended article
88 Any proposal by the Company to
Any proposal by the Company to
vary or abrogate the rights vary or abrogate the rights
conferred on any class shareholders
conferred on
any class shareholders
shall be approved by a special shall be approved by a special
resolution at the general meeting of
resolution at
the general meeting of
shareholders and by the class shareholders and by the class
shareholders affected at the shareholders affected at the
separate meeting(s) convened in
separate meeting(s) convened in
accordance with Articles 90 to 93,
accordance with Articles 90 to 93,
before implementation of such before implementation of such
proposal accordingly. proposal accordingly.
No approval by a general meeting
or a class meeting is required for
the variation or abrogation of the
rights of class shareholders that
results from any change in
domestic and overseas laws,
administrative regulations and the
listing rules of the place where the
Company’s shares are listed, and
from the decisions made by
domestic and overseas regulators.
The holders of domestic shares of
the Company may transfer their all
or part of shares to overseas
investors and list the said shares
overseas on the Stock Exchange of
Hong Kong, or transform all or
part of shares to overseas listed
foreign shares, which shall not be
deemed to be a proposed variation
or abrogation of the rights
conferred on any class
shareholders.

Other than the proposed amendments set out above, the other articles of the Company’s articles of association remain unchanged.

– 7 –

LETTER FROM THE BOARD

SGM BOOK CLOSURE PERIOD

The register of members of the Company in Hong Kong will be closed from Saturday, 22 December 2018 to Tuesday, 22 January 2019, both days inclusive, during which no transfer of shares will be effected. In order to be eligible to attend the SGM and to vote thereat as Shareholders, all transfers of H Shares together with the relevant share certificates must be delivered to the Company’s share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East Hong Kong no later than 4:30 p.m. on Friday, 21 December 2018. 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 10th Floor, R&D 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, 21 December 2018.

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 SGM 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 amendments to the articles of association are in the best 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 SGM 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

– 8 –

LETTER FROM THE BOARD

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

Yours faithfully, for and on behalf of Launch Tech Company Limited Liu Xin Chairman

– 9 –

NOTICE OF SGM

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 Special 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 Tuesday, 22 January 2019 at 3:00 p.m. for the following purposes:

SPECIAL RESOLUTIONS

  1. to consider and, if thought fit, to approve the Proposed Amendments as set out in the section headed “Proposed Amendments” of the Circular subject to:

  2. i. to the fulfilment of all the relevant conditions and/or all necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed; and

  3. ii. the passing of a special resolution with the same terms as the resolution set out in this resolution at the Class Meeting for Holders of H Shares and Domestic Shares.

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

7 December 2018 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, 22 December 2018 to Tuesday, 22 January 2019, both days inclusive, during which period no transfer of shares will be registered. In order to qualify to attend and vote at the SGM, 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 17M Floor, 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, 21 December 2018. Shareholders whose names appear on the register of shareholders of the Company on the Record Date shall be entitled to attend the SGM to vote thereat.

– 10 –

NOTICE OF SGM

  • (B) Any Shareholders entitled to attend and to vote at the SGM 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 SGM or its adjourned meetings of the Company.

  • (D) Shareholders who intend to attend the SGM are required to return the reply slip to the Company on or before 2 January 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 SGM 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 share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

  • (H) The SGM is expected to last for half an hour. Shareholders and their proxies attending the SGM shall be responsible for the transportation and accommodation expenses on their own.

– 11 –

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 Tuesday, 22 January 2019 immediately following the conclusion of the SGM or any adjournment thereof for the purposes of passing the following resolutions:

SPECIAL RESOLUTIONS

  1. to consider and, if thought fit, to approve the Proposed Amendments as set out in the section headed “Proposed Amendments” of the Circular subject to:

  2. i. to the fulfilment of all the relevant conditions and/or all necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed; and

  3. ii. the passing of a special resolution with the same terms as the resolution set out in this resolution at the Class Meeting for Holders of Domestic Shares and the SGM.

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

7 December 2018 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, 22 December 2018 to Tuesday, 22 January 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 17M Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong no

– 12 –

NOTICE OF H SHAREHOLDERS’ CLASS MEETING

later than 4:30 p.m. on Friday, 21 December 2018. 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 Shareholders’ Class Meeting are required to return the reply slip to the Company on or before 2 January 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 17M Floor, 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.

– 13 –

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 Tuesday, 22 January 2019 immediately following the conclusion of conclusion of the SGM and the H Shareholders’ Class Meeting or any adjournment thereof, for the purposes of passing the following resolutions:

SPECIAL RESOLUTIONS

  1. to consider and, if thought fit, to approve the Proposed Amendments as set out in the section headed “Proposed Amendments” of the Circular subject to:

  2. i. to the fulfilment of all the relevant conditions and/or all necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed; and

  3. ii. the passing of a special resolution with the same terms as the resolution set out in this resolution at the Class Meeting for Holders of H Shares and the SGM.

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

Chairman

7 December 2018 Shenzhen, the PRC

  • for identification purpose only

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, 22 December 2018 to Tuesday, 22 January 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

– 14 –

NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

PRC no later than 4:30 p.m. on Friday, 21 December 2018. 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 2 January 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.

– 15 –