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Launch Tech Company Limited Proxy Solicitation & Information Statement 2020

Apr 1, 2020

50622_rns_2020-03-31_d1ffed39-8d3d-42cc-aef0-54645451cfef.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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Launch Tech Company Limited *, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sales or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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 disclaim 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 RESTRICTED SHARE INCENTIVE SCHEME; (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (3) NOTICE OF SPECIAL GENERAL MEETING; (4) NOTICE OF H SHAREHOLDERS’ CLASS MEETING; AND

(5) NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

Unless the context require otherwise, all capitalized terms used in this circular shall have the same meanings ascribed to them in the section headed “Definitions” of this circular.

A letter from the Board is set out on pages 4 to 15 of this circular.

The Company will convene the SGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting at 10/F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Monday, 18 May 2020 at 10:00 a.m., 10:20 a.m. or immediately after the conclusion of the SGM or any adjournment thereof (whichever is later) and 10:40 a.m. or immediately after the conclusion of H Shareholders’ Class Meeting or any adjournment thereof (whichever is later) respectively. Notice of SGM, Notice of H Shareholders’ Class Meeting and Notice of Domestic Shareholders’ Class Meeting are set out in this circular.

Reply slips and proxy forms for use at the SGM, H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting are also enclosed in this circular. Such reply slips and proxy forms are also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (www.cnlaunch.com).

If you intend to attend the SGM, the H Shareholders’ Class Meeting and/or the Domestic Shareholders’ Class Meeting in person or by proxy, you are required to complete and return the relevant reply slip in accordance with the instructions printed thereon on or before Monday, 27 April 2020. If you intend to appoint a proxy to attend the SGM, the H Shareholders’ Class Meeting and/or the Domestic Shareholders’ Class Meeting, you are required to complete and return the enclosed relevant proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the relevant SGM, the Class Meetings or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM, the H Shareholders’ Class Meeting and/or the Domestic Shareholders’ Class Meeting or any adjourned meetings thereof if you so wish.

  • for identification purposes only

31 March 2020

CONTENTS

Page
DEFINITIONS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		 1
LETTER FROM THE BOARD
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		 4
APPENDIX – PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . 16
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
NOTICE OF H SHAREHOLDERS’ CLASS MEETING . . . . . . . . . . . . . . . . . . . . . 29
NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING . . . . . . . . . . . . . 31

– i –

DEFINITIONS

In this circular, unless the context otherwise required, capitalized terms used shall have the following meanings:

  • “Articles of Association”

the Articles of Association of the Company

  • “Board” the board of Directors

  • “Business Day(s)” a day on which the Stock Exchange is open for the transaction of business

  • “China” or “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

  • “Class Meetings” the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting

  • “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 from time to time

  • “Domestic Shares”

  • Ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which is subscribed for and paid up in RMB

  • “Domestic Shareholders” Holder(s) of Domestic Share(s)

  • “Domestic Shareholders’ Class Meeting”

  • The class meeting of Domestic Shareholders or any adjourned meeting to be held at 10F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Monday, 18 May 2020 at 10:40 a.m., or immediately after the conclusion of the H Shareholders’ Class Meeting or any adjournment thereof (whichever is later)

  • “Grant”

  • the grant of Restricted Shares under the Scheme to the Selected Participants(s)

  • “Grant Date”

  • the date the Restricted Shares are formally granted to the Scheme Participants by the Board pursuant to the Scheme, which must be a trading day

  • “Grant Price”

  • the price per H Share for the grant of the Restricted Shares under the Scheme

– 1 –

DEFINITIONS

  • “Group” the Company and its subsidiaries

“H Share(s)” the overseas listed foreign ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, all of which are listed on the Main Board of the Stock Exchange and trade in HK$

  • “H Shareholder(s)” the holder(s) of H Shares

  • “H Shareholders’ Class Meeting”

  • the class meeting of holder of H Shares of the Company to be held at 10F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Monday, 18 May 2020 at 10:20 a.m. or immediately after the conclusion of SGM or any adjournment thereof (whichever is later).

  • “H Shares” the overseas-listed foreign invested shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are held and traded in Hong Kong dollars

  • “HK$” Hong Kong dollars, the lawful currency of Hong Kong

  • “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

  • “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

  • “Lock-up Period” the period during which the transfer of Restricted Shares granted to the Scheme Participants under the Scheme is prohibited

  • “Main Board” the main board maintained and operated by the Stock Exchange

  • “Notice of Domestic notice of the Domestic Shareholders’ Class Meeting Shareholders’ Class Meeting”

  • “Notice of H Shareholders’ notice of H Shareholders’ Class Meeting Class Meeting”

“Proposed Amendments” The amendments to the Articles of Association to Article 1, Article 30, Article 34, Article 35, Article 46, Article 62, Article 63, Article 64, Article 66, Article 81, Article 82 and Article 92

– 2 –

DEFINITIONS

“Restricted Shares” the restricted shares proposed to be granted pursuant to the rules of the Scheme “Scheme” the Restricted Share Incentive Scheme of the Company “Scheme Participants” directors, senior management and employees of the Company and its subsidiaries who are eligible for participation under the Scheme “SGM” the SGM of the Company to be held and convened for the purpose of approving, amongst other matters, the Subscription and the transactions contemplated thereunder including the allotment and issue of the Subscription Shares or any adjournment thereof “Share(s)” Domestic Shares and H Shares “Shareholder(s)” the holder(s) of the issued Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Trustee” the trustee to be appointed by the Board for the administration of the Scheme, which will hold the Restricted Shares for the benefit of the Scheme Participants, subject to the terms and conditions of the trust deed “Unlocking Period” the period during which the Restricted Shares granted to the Scheme Participants under the Scheme may be conditionally transferred

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: Mr. Xia Hui

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

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

31 March 2020

To the Shareholders

Dear Sir or Madam

(1) PROPOSED RESTRICTED SHARE INCENTIVE SCHEME;

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (3) NOTICE OF SPECIAL GENERAL MEETING; (4) NOTICE OF H SHAREHOLDERS’ CLASS MEETING; AND

(5) NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with detailed information regarding the Scheme and the Proposed Amendments to the Articles of Association of the Company, details of resolutions proposed to be considered at the SGM and Class Meetings are set out in Notice of SGM, Notice of H Shareholders’ Class Meeting and Notice of Domestic

  • for identification purposes only

– 4 –

LETTER FROM THE BOARD

Shareholders’ Class Meeting to be held on Monday, 18 May 2020 and to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the SGM and the Class Meetings.

2. PROPOSED RESTRICTED SHARE INCENTIVE SCHEME

Reference is made to the announcement of the Company dated 31 March 2020 in relation to, inter alia, the proposed adoption of the Scheme.

The Board has resolved to propose the adoption of the Scheme in order to further improve corporate governance structure of the Company, establish and perfect the long-term incentive and constraint mechanism and fully mobilize the potentials and vitality of talents. Pursuant to the Scheme, the Board shall select the Scheme Participants and determine the number of Restricted Shares to be granted. The Trustee shall purchase from the secondary market certain number of H Shares to be granted as instructed by the Board.

As at the date of this circular, the Company has not granted any Restricted Shares under the Scheme.

(1) Purpose

The Scheme aims at (i) improving the corporate governance structure of the Company, establishing and enhancing the interests of employees and the Shareholders as well as the interests of investors and the Company as a whole, and forming a good and balanced value distribution system; (ii) establishing benefits and risk sharing mechanisms for the Shareholders, the Company and employees, avoiding short-term behavior, and promoting the Company’s performance improvement and long-term stable development; (iii) effectively attracting, retaining and motivating the core staff necessary for the development of the Company and reinforcing the long-term sustainable talent base for the Company.

(2) Scope of Scheme Participants

The Scheme Participants shall include the Directors, senior management and core technical and management personnel of the Group who, as determined by the Board, contribute directly to the overall business performance and sustainable development of the Company.

A person shall not be considered or eligible as a Scheme Participant if the Scheme Participant:

  • (i) is an independent non-executive Director, a Shareholder of the Company individually or in aggregate holding over 5% of the shares of the Company or the de facto controller of the Company and their spouses, parents or children;

  • (ii) has been publicly censured or declared as an ineligible candidate by securities regulatory institutions in the last three years;

– 5 –

LETTER FROM THE BOARD

  • (iii) has been imposed with administrative penalties by securities regulatory institutions during the last three years due to material non-compliance of laws or regulations;

  • (iv) is prohibited from acting as a Director or a member of the senior management of the Company as required by the PRC Company Law;

  • (v) is prohibited from participating in share incentive schemes as required by laws and regulations; or

  • (vi) has committed other material violation of relevant requirements of the Company or caused material damage to the interest of the Company as determined by the Board.

Should any of the circumstances prohibiting participation in the Scheme applies to a Scheme Participant during the implementation of the Scheme occur, the Restricted Shares which have not been unlocked shall lapse and his participation in the Scheme shall be terminated. Any unlocked Restricted Shares shall be reverted to the Trustee and be made available for regrant to other Scheme Participants.

The Board shall have the right to determine the list of Scheme Participants and the number of Restricted Shares to be granted to each Scheme Participant. In the event that a Scheme Participant becomes ineligible after being granted the Restricted Shares, subject to aforesaid, all rights granted under the Scheme shall lapse immediately and automatically without compensation.

(3) Restricted Shares

The Trustee shall purchase from the secondary market such designated number of H Shares as instructed by the Board.

(4) Duration

The Scheme will be effective for a term of ten years commencing from the adoption date, i.e. the date of the Scheme is approved by the Shareholders at the SGM, unless early terminated by relevant requirements of the Scheme. Subject to the circumstances which may occur to the Company which would cause the termination of the Scheme as set out in the paragraph headed “Termination”, the early termination of the Scheme shall not affect the subsisting rights of any Scheme Participant thereunder.

(5) Quantity of Grant, Grant Date and Interval of Grant

Maximum Grant

The maximum total number of Restricted Shares to be granted under the Scheme shall not exceed 5% of the total issued share capital of the Company as at the date of approval of the Scheme by the Shareholders at the SGM.

– 6 –

LETTER FROM THE BOARD

Grant Date

The Grant Date shall be determined by the Board through meetings as appropriate after the Scheme is considered and approved by the Shareholders at the SGM and the conditions for Grant are fulfilled.

The Grant Date must be a trading day the determination of which shall comply with the relevant regulatory rules including, among others, the Listing Rules and should not post any significant risks (including but not limited to compliance risk) on the Company.

Interval of Grant

Upon fulfilment of the prescribed conditions Under the Scheme for the Grant, the Grant will be conducted by the Board as and when appropriate.

(6) Conditions for Grant and Grant Price

Conditions of Grant

The Company may grant the Restricted Shares to the Scheme Participants under the Scheme conditional upon fulfilment of the following conditions by the Company and the Scheme Participants:

  • (a) none of the following specified events has occurred in relation to the Company, including the issuance of a negative opinion or inability to provide an opinion by the auditor of the Company on the audit reports of the Company; and any material dispute on the Company’s results or financial reports by the supervisory committee of the Company; and

  • (b) none of specified events or matters involving the Scheme Participant which relate to his/her qualification as a Scheme Participant has occurred.

Grant Price

The Grant Price of the Restricted Shares shall be nil. In other words, the purchase money of the Restricted Shares shall be borne by the Company.

(7) Lock-up Period, Unlocking Period and Conditions of Unlocking

Lock-up Period

The Lock-up Period shall be for a period of 12 months, commencing from the Grant Date of the Restricted Shares. During the Lock-up Period, the Restricted Shares granted to the Scheme Participants shall not carry voting rights, shall not be entitled to dividend and rights of allotment and shall not be transferred, used as collateral or used for debt repayment. Bonus shares, conversion of capital reserve into new shares, allotment shares and shares placed to original Shareholders through additional offering

– 7 –

LETTER FROM THE BOARD

granted to Scheme Participants as a result of the Restricted Shares shall be subject to Lock-up Period simultaneously and shall not be disposed in secondary market or otherwise be transferred. The Lock-up Period of such shares shall be the same as that of the Restricted Shares.

Unlocking Period

The Unlocking Period shall be 12 months to 48 months from the granting of the Restricted Shares, including the Lock-up Period. Subject to the fulfilment of the Unlocking Conditions as set out in the Scheme during the Unlocking Period, the Restricted Shares granted shall be unlocked in three tranches.

Unlocking Arrangement

Unlocking
Unlocking Arrangement Unlocking Time Percentage
First Unlocking Period From the first trading day after 12 months 30%
from the Grant Date and ending on the day
which is the last trading day within 24
months
Second Unlocking Period From the first trading day after 24 months 30%
from the Grant Date and ending on the day
which is the last trading day within 36
months
Third Unlocking Period From the first trading day after 36 months 40%
from the Grant Date and ending on the day
which is the last trading day within 48
months

– 8 –

LETTER FROM THE BOARD

Conditions for Unlocking

Unlocking of the Restricted Shares granted to a Scheme Participant under the Scheme shall be conditional upon fulfilment of the following conditions by the Company and the Scheme Participants:

Conditions for Unlocking for the Company

  • (i) The specific requirements for the unlocking conditions for each stage of the Unlocking Period on the part of the Company will be based on the Company’s performance level in terms of percentage increase of revenue and net profit for each stage of the Unlocking Period, the extent of which shall be determined by the Board based on the actual conditions of the Company and the changes in market conditions. Unlocking would be conditional upon the satisfaction of all the specified performance assessment indicators for each stage of the Unlocking Period.

  • (ii) None of the events or circumstances prescribed in the Scheme which may lead to termination of the Scheme has occurred.

Conditions for Unlocking for the Scheme Participants

  • (i) The specific requirements for the unlocking conditions for each stage of the Unlocking Period on the part of the Scheme Participants are specifically set out in the Scheme which are based on the annual performance assessment results of the Scheme Participants for the financial year prior to each stage of the Unlocking Period. Unlocking would be conditional upon achieving such competence or above in individual performance appraisal as required for each Scheme Participant.

  • (ii) No Scheme Participant is under any circumstances, or no event has occurred, which extinguish or terminate the right and qualification of participation of the Scheme Participant in the Scheme.

If the conditions for unlocking are not satisfied, the Restricted Shares of the corresponding proportion for the year (the “ Lapsed Shares ”) shall not be unlocked and shall automatically lapse forthwith. The Lapsed Shares shall be reverted to the Trustee, and shall be made available for regrant to other Scheme Participants.

(8) Restrictions

A Grant or, as the case may be, any instruction of the Board to the Trustee to acquire Restricted Shares may not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been published in accordance with the Listing Rules. In particular, during the period preceding the publication of financial results in which the Directors are prohibited from dealing in Shares pursuant to the Model Code for Securities Transactions by Directors of

– 9 –

LETTER FROM THE BOARD

Listed Issuers as prescribed by the Listing Rules (“ Model Code” ) or any corresponding code or securities dealing restrictions adopted by the Company and up to the date of publication of the relevant financial results, no Grant may be made.

Furthermore, the Board may not make a Grant to a Selected Participant who is a connected person during the periods or times in which the Directors are prohibited from dealing in Shares pursuant to the Model Code or any corresponding code or securities dealing restrictions adopted by the Company.

(9) Termination

If any of the following circumstances occurs to the Company, the Scheme will be terminated, the unlocked Restricted Shares shall not be dealt with, and the locked and outstanding Restricted Shares shall lapse. The Lapsed Shares shall be reverted to the Trustee.

  • (i) the issue of audit report on the Company’s financial and accounting report for the most recent accounting year by the certified public accountant in which it gives a qualified opinion or indicates the inability to give an opinion;

  • (ii) the imposition of administrative penalties by the securities regulatory authorities or other competent departments due to material non-compliance; or

  • (iii) prohibition from implementation of share incentive schemes by laws and regulations.

If any of the following circumstances occurs to the Scheme Participants, the unlocked Restricted Shares shall not be dealt with except in item (iv) where the Company has the right to reclaim all or part of his benefits obtained from unlocked Restricted Shares based on the severity of the situations, and the locked and outstanding Restricted Shares shall lapse. The Lapsed Shares shall be reverted to the Trustee and shall be made available for regrant to other Scheme Participants.

  • (i) the Scheme Participant resigns during the term of the contract;

  • (ii) the Scheme Participant is no longer within the scope under the Scheme due to his demotion for the reasons of failure to reach the passing grade in performance appraisal, negligence or incompetence in performing his duties;

  • (iii) the occurrence of circumstances prescribed in the Scheme under which the Scheme Participant is prohibited from participating in the Scheme; or

  • (iv) the Scheme Participant has change in his work position due to the acceptance and solicitation of a bribe, corruption, theft, divulgence of the operational and technological secrets of the Company, has actions which are prejudicial to the Company’s interests or breach of laws or reputations, related party transactions,

– 10 –

LETTER FROM THE BOARD

all of which infringe the benefits and reputation of the Company and bring material adverse effect to the image of the Company, or the Company terminates his employment for any of the above reasons.

If any of the following occurs in relation to the Scheme Participant, the unlocked Restricted Shares shall be processed according to the Scheme, and the locked and outstanding Restricted Shares shall lapse. The Lapsed Shares shall be reverted to the Trustee and shall be made available for regrant to other Scheme Participants:

  • (i) the Scheme Participant resigns after the term of the contract;

  • (ii) the Scheme Participant resigns not due to injury on duty or loss of ability to work;

  • (iii) the Scheme Participant resigns passively due to reasons such as layoff by the Company and the Company not to renew his labour contract after expiry and does not fail in the performance appraisal or commit misconduct or breach of laws and disciplines;

  • (iv) the Scheme Participant passes away;

  • (v) the Scheme Participant resigns due to injury on duty or loss of ability to work;

  • (vi) the Scheme Participant acts as an independent non-executive Director or other positions due to dispatch that cannot hold the Restricted Shares of the Company; or

  • (vii) the Scheme Participant retires due to reaching the statutory retirement age.

When the Company or the Scheme Participant has other circumstances not specified above, the general meeting of the Company shall authorize the Board to deal with the Restricted Shares held by them on a fair basis and as the Board would think fit.

(10) Amendment to the Scheme

The Board can revise the rules of the Scheme as it considers necessary in accordance with laws and regulations. If the rules of the Scheme differ from the requirements of relevant laws, regulations, agreements or the Stock Exchange, or the requirements of relevant laws and regulations are modified, requirements of relevant laws and regulations shall prevail. If approvals from the general meeting of the Company or regulatory authorities including the Stock Exchange are required for any amendments to the Scheme rules according to laws and regulations, the Board shall duly obtain such approvals in respect of those amendments to the Scheme.

– 11 –

LETTER FROM THE BOARD

AUTHORIZATION TO THE BOARD

The Board proposed to grant the following authorization to the Board to act as the executive body of the Scheme and be responsible for its implementation and administration upon seeking approval from the Shareholders at the SGM.

  • (i) to grant Restricted Shares to the Scheme Participants upon fulfilment of grant conditions by the Company and the Scheme Participants, and to deal with all matters necessary for the grant of Restricted Shares;

  • (ii) to formulate the unlocking conditions of the Restricted Shares, to examine and verify if the Company and the Scheme Participants fulfil the unlocking conditions of Restricted Shares, and to deal with all matters necessary for the unlocking for the Scheme Participants;

  • (iii) to adjust the number and price of Restricted Shares pursuant to the provisions of the Scheme upon conversion of capital reserve into shares, issue of bonus shares, share subdivisions, share consolidation, share allotment, share reduction or rights issue or issuance of additional shares as stated under the Scheme;

  • (iv) to handle the matters in relation to the unlocked or outstanding Restricted Shares pursuant to the provisions of the Scheme if special circumstances stated under the Scheme, such as resignation, retirement, work adjustment, disqualification in appraisal, dismissal and death occurs to the Scheme Participants;

  • (v) to decide pursuant to the provisions of the Scheme whether to recover the gains of the Scheme Participants from unlocking the Restricted Shares;

  • (vi) to determine the adjustment, suspension and termination of the Scheme and to obtain the relevant approvals where such approvals from the general meeting and/ or relevant regulatory authorities are required for such adjustment as stipulated by laws, regulations or relevant regulatory authorities;

(vii) to interpret the Scheme and formulate specific implementation rules;

  • (viii) to sign, execute, amend and terminate all documents relating to the Scheme, go through all procedures relevant to the Scheme and conduct all such actions as it considers necessary, expedient or desirable to give effect to the Scheme;

  • (ix) to engage Trustee, bank(s), accountant(s), lawyer(s), consultant(s) and other professional institutions for the purpose of the Scheme; and

  • (x) to administer other matters necessary for the Scheme.

3. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 31 March 2020 in relation to, inter alia, the Proposed Amendments.

– 12 –

LETTER FROM THE BOARD

According to (1) the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)（《關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》 （國函[2019]97號））, the requirements on the notice period of the general meeting, shareholders’ proposal right and convening procedures for joint stock limited companies incorporated in China and listed overseas shall be unified and governed by the relevant regulations under the Company Law of the People’s Republic of China, instead of the regulations under Articles 20 to 22 of the Special Regulations of the State Council on Overseas Offering and Listing of Shares by Joint Stock Limited Companies（《國務院關於股份有限公司境外募集股份及 上市的特別規定》）; and (2) the Decision of the Standing Committee of the National People’s Congress on the amendments to the Company Law of the People’s Republic of China (the fourth amendment) （《全國人民代表大會常務委員會關於修改的決定》（第四次修正）） approved in the thirteenth session of Standing Committee of the National People’s Congress in the sixth meeting, the relevant provisions on shares repurchase under the Company Law of the People’s Republic of China shall be amended.

In view of the changes in regulatory requirements and in light of the actual situations of the Company, the Board considers it fit to make the proposed amendments to Article 1, Article 30, Article 34, Article 35, Article 46, Article 62, Article 63, Article 64, Article 66, Article 81, Article 82 and Article 92 of the Articles of Association. The aforesaid proposed amendments are subject to approval by way of a special resolution at the SGM to be held by the Company.

According to the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97) （《關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》 （國函[2019]97號））, the requirements on the notice period of the general meeting, shareholders’ proposal right and convening procedures for joint stock limited companies incorporated in China and listed overseas shall be unified and governed by the relevant regulations under the Company Law of the People’s Republic of China, instead of the regulations under Articles 20 to 22 of the Special Regulations of the State Council on Overseas Offering and Listing of Shares by Joint Stock Limited Companies（《國務院關於股份 有限公司境外募集股份及上市的特別規定》）.

In view of the changes in regulatory requirements and in light of the actual situations of the Company, the Board considers it fit to make the proposed amendments to Article 92 of the Articles of Association. The proposed amendments to Article 92 is subject to approval by way of a special resolution at each of the SGM, the H Shareholders’ Class Meeting and Domestic Shareholders’ Class Meeting to be held by the Company.

Prior to the passing of the relevant resolutions at the SGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting, the prevailing Articles of Association shall remain valid.

For details of the Proposed Amendments, please refer to the Appendix to this circular.

– 13 –

LETTER FROM THE BOARD

The Articles of Association are prepared in Chinese with no official English version. Any English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.

4. SGM, H SHAREHOLDERS’ CLASS MEETING AND DOMESTIC SHAREHOLDERS’ CLASS MEETING

Resolutions will be proposed at the SGM to approve the Scheme, the authorization of the Board to implement the Scheme and the Proposed Amendments, which do not involve alteration of class rights. Resolutions in respect of those Proposed Amendments which involve alteration of class rights will also be proposed at each of the Class Meetings for approval. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the SGM or the Class Meetings.

The notices regarding the convening of the SGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting at which the resolutions mentioned above will be proposed are set out on pages 27 to 32 of this circular.

The relevant forms of proxy for use at the SGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting are enclosed. Whether or not you are able to attend the respective meetings, you are strongly urged to complete and sign the enclosed forms of proxy in accordance with the instructions printed thereon. For H Shareholders, please return it to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road Fast Hong Kong; and for Domestic Shareholders, the form of proxy shall be delivered to the registered office of the Company at 9th Floor, Office Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC as soon as possible but in any event not later than 24 hours before the time appointed for the holding of the relevant meeting (s) or any adjourned meeting(s) (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 meeting(s) or any adjourned meeting(s) should you so wish.

5. CLOSURE OF H SHARE REGISTER OF MEMBERS OF THE COMPANY

The register of members of the Company in Hong Kong will be closed from Saturday, 18 April 2020 to Monday, 18 May 2020, 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 Fast Hong Kong no later than 4:30 p.m. on Friday, 17 April 2020. 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, N0. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC, no later than 4:30 p.m. on Friday, 17 April 2020.

– 14 –

LETTER FROM THE BOARD

6. 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. As such, the resolutions set out in the notices relating to the convening of the SGM, the H Shareholders’ Class Meeting and the Domestic Shareholders’ Class Meeting will be voted by poll.

7. RECOMMENDATION

The Board is of the view that the proposed Scheme and the Proposed Amendments are in the best interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Domestic Shareholders and the H Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM, the Domestic Shareholders’ Class Meeting and the H Shareholders’ Class Meeting.

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

– 15 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

The details of the Proposed Amendments are as follows (shown with strikethrough to denote text to be deleted and underline to denote text to be added):–

Article
number Existing article Amended article
Article The company is a joint stock limited company The company is a joint stock limited company
1 (hereinafter
referred
to
as
the
“Company”)		 (hereinafter
referred
to
as
the
“Company”)
incorporated pursuant to the Company Law of the incorporated pursuant to the Company Law of the
People’s Republic of China (hereinafter referred to People’s Republic of China (hereinafter referred to
as the “Company Law”), the Special Regulations on as the “Company Law”), the Special Regulations on
the Overseas Offering and Listing of Shares by the Overseas Offering and Listing of Shares by
Joint Stock Limited Companies Promulgated by the Joint Stock Limited Companies Promulgated by the
State
Council
(hereinafter
referred
to
as
the		 State
Council
(hereinafter
referred
to
as
the
“Special Regulations”) and other relevant laws and “Special Regulations”), the Reply of the State
standards of administrative regulations of China. As Council on the Adjustment of the Notice Period
approved by the document (Shen Fu Letter No. of
the
General
Meeting
and
Other
Matters
[2000]16) of Shenzhen People’s Government, the Applicable to the Overseas Listed Companies and
Company was incorporated by way of promotion other relevant laws and standards of administrative
and proceeded with the registration for alteration regulations of China. As approved by the document
with Shenzhen Administration for Industry and (Shen
Fu
Letter
No.
[2000]16)
of
Shenzhen
Commerce
on
1
June
2001
and
obtained
the		 People’s
Government,
the
Company
was
business
licence.
Its
current
business
licence		 incorporated by way of promotion and proceeded
number is 914403002794287320. with the registration for alteration with Shenzhen
Administration for Industry and Commerce on 1
June 2001 and obtained the business licence. Its
current
business
licence
number
is
914403002794287320.

– 16 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article
number **Existing ** article Amended article
Article Under the following circumstances, the Company Under the following circumstances, the Company
30 shall, by way of the procedure prescribed by the shall, by way of the procedure prescribed by laws
Articles of Association, report to the relevant and regulations and the Articles of Association,
authority in China for approval to repurchase its report to
the
relevant
authority
in
China
for
shares in issue: approval to repurchase its shares in issue:
(1) Share
cancellation		 for the purpose of (1) Share
cancellation
for
the
purpose
of
reducing the capital of the Company; reducing the capital of the Company;
(2) Merger with the other company holding the (2) Merger with the other company holding the
shares of the Company; shares of the Company;
(3) Other circumstances permitted by the laws or (3) utilizing
shares
in
the
employee
share
administrative regulations ownership scheme or for share inventive;
(4) acquiring
shares
held
by
shareholders,
who vote against any resolution proposed
in any general meeting on the merger or
division
of
the
Company,
upon
their
request;
(5) utilizing shares to satisfy the conversion of
corporate
bonds
which
are
convertible
into shares issued by the listed company;
(6) safeguarding the corporate value and the
shareholders’
interests
as
the
listed
company deems necessary;
(7) Other circumstances permitted by the laws or
administrative regulations.
Acquisition
of
the
Company’s
shares
under
circumstances specified in item (1) and item (2)
of this Article shall be subject to the resolution
of
the
general
meeting.
Acquisition
of
the
Company’s shares under circumstances specified
in items (3), (5) and (6) of this Article shall be
subject to approval by way of resolution at the
**Board ** meeting attended by a two-thirds majority
**of the ** Directors.

– 17 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article Article
number Existing article Amended article
Article After the repurchase of shares by the Company After the repurchase of shares by the Company,
34 according to the laws, the Company shall cancel the it shall cancel the shares acquired under the
shares repurchased within the period prescribed by circumstance specified in item (1) within 10 days
laws and administrative regulations and shall apply after the
acquisition;
transfer or cancel
the
to the original company registration authority for shares under the circumstances specified in items
registration of alteration of its registered capital. (2) and (4) within 6 months after the acquisition.
In case of the circumstances specified in items
The total par value of the cancelled shares shall be (3), (5) and (6), the total shares of the Company
deducted from the registered share capital of the held by the Company itself shall not exceed 10%
Company. After completion of reduction of capital of
its
total
shares
in
issue
and
shall
be
and registration of alteration of its registered capital transferred or cancelled within 3 years after the
the Company shall publicly announce the same. acquisition.
After the repurchase of shares of the Company
under the circumstances specified in items (3),
(5) and (6) of Article 30 of the Articles of
Association, it shall be conducted through open
centralized trading.
After the repurchase of shares by the Company
according to the laws, the Company ~~shall cancel~~
~~the~~
~~shares~~
~~repurchased~~
~~within~~
~~the~~
~~period~~
~~prescribed~~
~~by~~
~~laws~~
~~and~~
~~administrative~~
~~regulations~~
~~and~~
shall
apply
to
the
original
company registration authority for registration of
alteration of its registered capital. The total par
value of the cancelled shares shall be deducted
from the registered share capital of the Company.
After
completion
of
reduction
of
capital
and
registration of alteration of its registered capital the
Company shall publicly announce the same.
Where
the
laws,
regulations
and
any
other
provisions of the relevant requirements of the
Securities
Regulatory Authority
in
the
place
where the Company’s shares are listed in respect
of the share repurchases, such provisions shall
prevail.

– 18 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article Article
number Existing article Amended article
Article Unless the Company is in the course of liquidation, Unless the Company is in the course of liquidation,
35 it shall comply with the following provisions in it shall comply with the following provisions in
relation to the repurchase of its shares in issue: relation to the repurchase of its shares in issue:
(1) Where the Company repurchases shares at (1) Where the Company repurchases shares at
par value, the payment shall be made out of par value, the payment shall be made out of
the book surplus on the distributable profits the book surplus on the distributable profits
of the Company or out of the proceeds of of the Company or out of the proceeds of
the new shares issued for such purpose; the new shares issued for such purpose;
(2) Where the Company repurchases its shares at (2) Where the Company repurchases its shares at
a premium to its par value, the payment up a premium to its par value, the payment up
to the par value may be made out of the to the par value may be made out of the
book surplus on the distributable profits of book surplus on the distributable profits of
the Company or out of the proceeds of the the Company or out of the proceeds of the
new shares issued for such purpose. The new shares issued for such purpose. The
payment for the portion in excess of the par payment for the portion in excess of the par
value shall be effected as follows: value shall be effected as follows:
1. Where the shares being repurchased were 1. Where the shares being repurchased were
issued at par value, the payment shall be issued at par value, the payment shall be
made
out
of
the
book
surplus
on
the		 made
out
of
the
book
surplus
on
the
distributable profits of the Company; distributable profits of the Company;
2. Where the shares being repurchased were 2. Where the shares being repurchased were
issued at a premium to its par value, the issued at a premium to its par value, the
payment shall be made out of the book payment shall be made out of the book
surplus on the distributable profits of the surplus on the distributable profits of the
Company or out of the proceeds of the new Company or out of the proceeds of the new
shares issued for such purpose, provided that shares issued for such purpose, provided that
the amount paid out of the proceeds of the the amount paid out of the proceeds of the
new issue shall not exceed the total amount new issue shall not exceed the total amount
of premium received by the Company on the of premium received by the Company on the
issue of the shares repurchased nor shall it issue of the shares repurchased nor shall it
exceed the book value of the capital reserve exceed the book value of the capital reserve
account (including the premium on the new account (including the premium on the new
issue) of the Company at the time of the issue) of the Company at the time of the
repurchase; repurchase;

– 19 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article
number Existing article Amended article
(3) The
Company		 shall
make
the		 following (3)
The
Company
shall
make
the
following
payment out of the distributable profits of payment out of the distributable profits of
the Company: the Company:
1. For the acquisition of the right to repurchase 1.
For the acquisition of the right to repurchase
its shares; its shares;
2. For the alteration of the contract for the 2.
For the alteration of the contract for the
repurchase of its shares; repurchase of its shares;
3. For the release of its obligations under the 3.
For the release of its obligations under the
contract for the repurchase; contract for the repurchase;
(4) After the total par value of the cancelled (4)
After the total par value of the cancelled
shares has been deducted from the registered shares has been deducted from the registered
capital of the Company in accordance with capital of the Company in accordance with
relevant
provisions,
the		 amount deducted relevant
provisions,
the
amount
deducted
from
the
distributable		 profits of the from
the
distributable
profits
of
the
Company for the payment of the par value Company for the payment of the par value
of shares repurchased shall be accounted for of shares repurchased shall be accounted for
in
the
capital		 reserve account of the in
the
capital
reserve
account
of
the
Company. Company.
Where
the
laws,
regulations
and
relevant
requirements
of
the
Securities
Regulatory
Authorities in the place where the Company’s
shares are listed contain any other provisions in
respect of the accounting treatment related to
the
aforementioned
share
repurchases,
such
provisions shall prevail.
Article No alteration of the share register shall be effected Where
the
laws
and
regulations
and
the
46 arising from the transfer of shares thirty days prior securities
regulatory
authorities
in
the
place
to the date of the general meeting of shareholders where the Company’s shares are listed stipulate
or within five (5) days prior to the date set for the the
period
of
closure
of
the
register
of
purpose of determining dividend entitlements. shareholders
before
the
date
of
a
general
meeting
or
before
the
record
date
for
the
Company’s
distribution
of
dividend,
such
provisions shall prevail. ~~No alteration of the~~
~~share register shall be effected arising from the~~
~~transfer of shares thirty days prior to the date of~~
~~the general meeting of shareholders or within~~
~~five (5) days prior to the date set for the purpose~~
~~of determining dividend entitlements.~~

– 20 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article
number Existing article Amended article
Article Where the Company convenes the general meeting Where the Company convenes the annual general
62 of shareholders, the written notice shall be given, meeting of shareholders, the written notice shall be
forty-five
days
in
advance,
to		 inform
all		 given, twenty ~~forty-five ~~days in advance, to inform
shareholders whose names appear in the share all shareholders whose names appear in the share
register of the matters proposed to be considered at register of the matters proposed to be considered at
the meeting and the date and venue of the meeting. the meeting and the date and venue of the meeting.
Any shareholder intending to attend the general Where the Company convenes the special general
meeting of shareholders shall serve the Company, meeting of shareholders, the written notice shall
twenty days before the date of the meeting, with be given, fifteen days in advance, to inform all
the written reply stating his intention to attend the shareholders whose names appear in the share
meeting. register of the matters proposed to be considered
at the meeting and the date and venue of the
Notice of general meeting of shareholders shall not meeting. ~~Any shareholder intending to attend the~~
be given more than 60 days before the date of the ~~general meeting of shareholders shall serve the~~
meeting. When calculating the period of giving the ~~Company, twenty days before the date of the~~
notice, it shall not include the date of the meeting ~~meeting,~~
~~with~~
~~the~~
~~written~~
~~reply~~
~~stating~~
~~his~~
and the date of sending the notice. ~~intention to attend the meeting.~~
Notice of general meeting of shareholders shall not
be given more than 60 days before the date of the
meeting. ~~When calculating the period of giving~~
~~the notice, it shall not include the date of the~~
~~meeting and the date of sending the notice.~~
Article In respect of the annual general meeting convened ~~In~~
~~respect~~
~~of~~
~~the~~
~~annual~~
~~general~~
~~meeting~~
63 by the Company, the shareholders holding more ~~convened~~
~~by~~
~~the~~
~~Company,~~
~~the~~
~~shareholders~~
than five percent (including 5%) of the total voting ~~holding more than five percent (including 5%) of~~
shares of the Company are entitled to propose to ~~the total voting shares of the Company are~~
the
Company
any
new
resolutions
in
writing,		 ~~entitled to propose to the Company any new~~
provided such resolution shall be submitted to the ~~resolutions in writing, provided such resolution~~
Company at least seven days before convening the ~~shall be submitted to the Company at least seven~~
annual
general
meeting.
The
Company
shall		 ~~days~~
~~before~~
~~convening~~
~~the~~
~~annual~~
~~general~~
include, in the agenda of such meeting, those ~~meeting. The Company shall include, in the~~
proposed matters which are within the terms of ~~agenda of such meeting, those proposed matters~~
reference of the general meeting. ~~which are within the terms of reference of the~~
~~general meeting.~~
When a general meeting is convened by the
Company, the Board, Supervisory Committee
and shareholders who individually or jointly
hold three percent or more of the shares of the
Company, shall be entitled to make proposals to
the Company.
Shareholders, who individually or jointly hold
three percent or more of the shares of the
Company,
may
submit
ad
hoc
proposals
in
writing to the convener ten days before the
convening of the general meeting.
The convener shall issue a supplemental notice of
the general meeting within two days upon receipt
of the proposals.

– 21 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article
number Existing article Amended article
Except for circumstances provided in the above
paragraph, the convener, after issuing the notice
of the general meeting, shall neither modify the
proposals stated in the notice of general meetings
nor add new proposals.
The general meeting shall not vote or resolve on
**any proposals which are not contained in ** a
notice
of
the
general
meeting
or
are
not
incompliance with this article herein.
Article Based on the written replies received twenty days ~~Based on the written replies received twenty~~
64 before
convening
the		 general
meeting		 of ~~days before convening the general meeting ~~ ~~of~~
shareholders,
the
Company
shall
calculate		 the ~~shareholders, the Company shall calculate the~~
number
of
voting
shares
represented
by		 the ~~number of voting shares represented by the~~
shareholders intending to attend the meeting. Where ~~shareholders intending to attend the meeting.~~
the number of voting shares represented by those ~~Where the number of voting shares represented~~
shareholders
intending		 to
attend
the
meeting		 ~~by those shareholders intending to attend the~~
comprises more than half of the total voting shares ~~meeting comprises more than half of the total~~
of the Company, then, the Company may convene ~~voting~~
~~shares~~
~~of~~
~~the~~
~~Company,~~
~~then,~~
~~the~~
the general meeting of shareholders. If not, the ~~Company may convene the general meeting ~~ ~~of~~
Company
shall,
within		 five
days,
inform		 the ~~shareholders. If not, the Company shall, within~~
shareholders again of the matters to be considered, ~~five days, inform the shareholders again of the~~
as well as the date and the venue of the meeting by ~~matters to be considered, as well as the date and~~
way of announcement in the newspaper. After ~~the~~
~~venue~~
~~of~~
~~the~~
~~meeting~~
~~by~~
~~way~~		 ~~of~~
making
the
announcement,
the
Company
may		 ~~announcement in the newspaper. After making~~
convene the general meeting of shareholders. ~~the announcement, the Company may convene~~
~~the general meeting of shareholders.~~
An extraordinary general meeting shall not decide
on matters which are not specified in the notice. An extraordinary general meeting shall not decide
on matters which are not specified in the notice.

– 22 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article Article
number **Existing ** article Amended article
Article The notice of a general meeting of shareholders The notice of a general meeting of shareholders
66 shall be served on each shareholder whose name shall be served on each shareholder whose name
appears in
the
share
register		 on the date of appears
in
the
share
register
on
the
date
of
confirming
the
shareholders
in		 respect of the confirming
the
shareholders
in
respect
of
the
meeting, (whether or not entitled to vote thereat), meeting, (whether or not entitled to vote thereat),
by
personal
delivery
or
prepaid		 mail to the by
personal
delivery
or
prepaid
mail
to
the
shareholder at his address, as shown in the share shareholder at his address, as shown in the share
register. For the shareholders of domestic capital register. For the shareholders of domestic capital
shares, the
notices
of
general		 meetings of shares,
the
notices
of
general
meetings
of
shareholders
may		 be
given		 by
way		 of shareholders
may
be
given
by
way
of
announcement. announcement.
The announcement referred to in the preceding The announcement referred to in the preceding
clause shall
be		 published
in		 one
or
more		 clause
shall
be
published
in
one
or
more
newspapers specified by the securities regulatory newspapers specified by the securities regulatory
authority under the State Council within the period authority under the State Council twenty days
of forty-five to fifty days prior to the meeting. prior to the convening of the annual general
Once the announcement has been published, all meeting and fifteen days prior to the convening
shareholders of the domestic capital shares shall be of the extraordinary general meeting~~within the~~
deemed to have received notice of the relevant ~~period of forty-five to fifty days prior to the~~
meeting of shareholders. ~~meeting.~~
Once
the
announcement
has
been
published, all shareholders of the domestic capital
shares shall be deemed to have received notice of
the relevant meeting of shareholders.
Subject to compliance with laws, regulations and
relevant requirements of the securities regulatory
authority of the place where the shares of the
Company are listed, the Company may also issue
a notice of general meeting to shareholders of
overseas
listed
foreign
shares
by
way
of
announcement
through
the
website
of
the
Company and the website specified by the Hong
Kong Stock Exchange in lieu of delivery by hand
or by post with prepaid postage to shareholders
of overseas listed foreign shares.

– 23 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article
number Existing article Amended article
Article Shareholders seeking to convene an extraordinary **The ** Supervisory Committee and shareholder(s)
81 general meeting of shareholders or a class meeting individually or jointly holding ten percent or
of shareholders shall proceed in accordance with more of
the
Company’s
total
voting
the following procedure: shares~~Shareholders~~
seeking
to
convene
an
extraordinary general meeting of shareholders or a
(1) Two or more shareholders holding more than class meeting of shareholders shall proceed in
one-tenth
(including
10%)
of
the
voting		 accordance with the following procedure:
shares at the meeting proposed to be held
may,
by
signing
one
written
request		 or (1) The
Supervisory
Committee
and
several
counterparts
of
same
stating		 the shareholder(s)
individually
or
jointly
subject matter of the meeting, require the holding
ten
percent
or
more
of
the
Board
of
Directors
to
convene		 an Company’s
total
voting
shares~~Two~~
~~or~~
extraordinary
general
meeting		 of ~~more~~
~~shareholders~~
~~holding~~
~~more~~
~~than~~
shareholders
or
a
class
meeting		 of ~~one-tenth (including 10%) of the voting~~
shareholders. Upon receipt of the foregoing ~~shares ~~at the meeting proposed to be held
written request(s), the Board of Directors may,
by
signing
one
written
request
or
shall proceed to do so as soon as possible several
counterparts
of
same
stating
the
accordingly. The foregoing number of voting subject matter of the meeting, require the
shares referred to shall be calculated as at Board
of
Directors
to
convene
an
the date of the delivery of the written extraordinary
general
meeting
of
request(s); shareholders
or
a
class
meeting
of
shareholders. Upon receipt of the foregoing
(2) If the Board of Directors fails to issue a written request(s), the Board of Directors
notice of convening such a meeting within shall proceed to do so as soon as possible
thirty days from the date of the receipt of accordingly. The foregoing number of voting
the
foregoing
written
request(s),		 the shares referred to shall be calculated as at
shareholders who have made the request may the date of the delivery of the written
themselves convene such a meeting in a request(s);
procedure as far as possible same as that of
such meetings to be convened by the Board (2) If the Board of Directors fails to issue a
of Directors, within four months from the d notice of convening such a meeting within
ate of receipt of such request(s) by the thirty days from the date of the receipt of
board. Any reasonable expenses incurred by the
foregoing
written
request(s),
the
the shareholders for convening and holding Supervisory
Committee
may
by
itself
the meeting by reason of the failure of the convene a meeting within four months
Board
of
Directors
to
duly
convene		 a after the Board receives the said request;
meeting according to the foregoing request if
the
Supervisory
Committee
fails
to
for holding the meeting shall be borne by the convene
and
preside
over
a
meeting,
Company and shall be set off against any shareholders
holding
more
than
ten
sums owed to the Directors in default by the percent
of
the
Company’s
shares,
Company. individually
or
jointly,
for
more
than
ninety consecutive days ~~the shareholders~~
~~who have made the request~~may ~~themselves~~
convene such a meeting in a procedure as far
as possible same as that of such meetings to
be convened by the Board of Directors,
within four months from the date of receipt
of
such
request(s)
by
the
board.
Any
reasonable
expenses
incurred
by
the
Supervisory Committee or the shareholders
for convening and holding the meeting by
reason
of
the
failure
of
the
Board
of
Directors
to
duly
convene
a
meeting
according
to
the
foregoing
request
for
holding the meeting shall be borne by the
Company and shall be set off against any
sums owed to the Directors in default by the
Company.

– 24 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article
number Existing article Amended article
Article A general meeting
of
shareholders
shall		 be A
general
meeting
of
shareholders
shall
be
82 convened by the
Chairman
of
the
Board		 of convened
by
the
Chairman
of
the
Board
of
Directors who shall preside as chairman of the Directors who shall preside as chairman of the
meeting. If the Chairman of the Board of Directors meeting.
~~If~~
~~the~~
~~Chairman~~
~~of~~
~~the~~
~~Board~~
~~of~~
cannot attend the meeting for any reasons, the ~~Directors cannot attend the meeting for any~~
Chairman of the Board of Directors may designate ~~reasons, the Chairman of the Board of Directors~~
a Director of the Company to convene and preside ~~may designate a Director of the Company to~~
at the meeting as chairman on his behalf. If a ~~convene and preside at the meeting as chairman~~
chairman has not been designated, the shareholders ~~on his behalf. If a chairman has not been~~
attending the meeting may elect a person to act as
the chairman. If for any reasons the shareholders		 ~~designated, ~~If the Chairman is unable or fails to
perform
his
duties,
more
than
half
of
the
cannot elect a chairman, the shareholder (including Directors may elect a Director to convene and
his proxy) holding the greatest number of voting act as the chairman of the meeting.
shares present at the meeting shall act as the
chairman. If the Board is unable or fails to perform the
duty
of
convening
a
general
meeting,
the
Supervisory Committee shall duly convene and
preside
over
a
general
meeting;
if
the
Supervisory
Committee
fails
to
convene
and
preside over a general meeting, the shareholders
individually or jointly holding ten percent or
more of the Company’s shares for more than
ninety consecutive days shall have the right to
convene and preside over a general meeting.
A general meeting convened by the Supervisory
Committee itself shall be presided over by the
chairman of Supervisory Committee. Where the
chairman of Supervisory Committee is unable or
fails to fulfil the duty thereof, more than half of
the Supervisors shall jointly elect a Supervisor to
preside over.
A general meeting convened by the shareholders
themselves
shall
be
presided
over
by
a
representative elected by the convener. In the
event
that
no
chairman
is
so
elected,
the
shareholders attending the meeting may elect a
person to act as the chairman. If for any reasons the
shareholders
cannot
elect
a
chairman,
the
shareholder
(including
his
proxy)
holding
the
greatest number of voting shares present at the
meeting shall act as the chairman.
Any
reasonable
expenses
incurred
by
the
Supervisory Committee or the shareholders for
convening and holding the meeting by reason of
the failure of the Board of Directors to duly
convene a meeting according to the foregoing
request for holding the meeting shall be borne
by the Company and shall be set off against any
sums owed to the Directors in default by the
Company.

– 25 –

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX

Article Article
number Existing article Amended article
Article Where the Company convenes a class meeting of Where the Company convenes a class meeting of
92 shareholders, it shall, issue written notices to notify shareholders, it shall, issue written notices to notify
the respective shareholders of that class whose the respective shareholders of that class whose
names appear in the share register of the items names appear in the share register of the items
proposed to be considered and the date and venue proposed to be considered and the date and venue
of the meeting forty-five days before that meeting. of the meeting twenty days before that annual
Shareholders intending to attend the class meeting general meeting and fifteen days before that
shall
send
written
replies
to
confirm
their		 extraordinary general meeting. ~~forty-five days~~
attendance and such replies shall be delivered to the ~~before that meeting. Shareholders intending to~~
Company twenty days before the meeting. ~~attend~~
~~the~~
~~class~~
~~meeting~~
~~shall~~
~~send~~
~~written~~
~~replies to confirm their attendance and such~~
Where the number of voting shares represented by ~~replies shall be delivered to the Company twenty~~
those shareholders intending to attend the meeting ~~days before the meeting.~~
is more than half of the total number of voting
shares of that class, the Company may convene the Where the number of voting shares represented by
class meeting. If not, the Company shall, within those shareholders intending to attend the meeting
five days, inform the shareholders again of the is more than half of the total number of voting
items proposed to be considered and the date and shares of that class, the Company may convene the
venue of the meeting by way of an announcement. class meeting. If not, the Company shall, within
After
making
such
notification
by
way		 of five days, inform the shareholders again of the
announcement, the class meeting of shareholders items proposed to be considered and the date and
may be convened by the Company. venue of the meeting by way of an announcement.
After
making
such
notification
by
way
of
The quorum formed by the holders holding at least announcement, the class meeting of shareholders
one-third of any class of shares issued is required may be convened by the Company.
to
convene
the
respective
class
meeting		 of
shareholders (except the adjourned meeting) for the ~~The quorum formed by the holders holding at~~
purpose of considering the amendment of the rights ~~least one-third of any class of shares issued is~~
of that class of shares. ~~required to convene the respective class meeting~~
~~of shareholders (except the adjourned meeting)~~
~~for the purpose of considering the amendment of~~
~~the rights of that class of shares.~~
If there are special requirements by the listing
rules of the stock exchange where the Company’s
shares are listed, such requirements shall prevail.

– 26 –

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 Special General Meeting of Launch Tech Company Limited (the “ Company ”) will be held at 10F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Monday, 18 May 2020 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions (unless otherwise specified, capitalised terms used in this notice shall have the same meanings as defined in the circular dated 31 March 2020 (the “ Circular* ”)):

ORDINARY RESOLUTION

  1. THAT the adoption of the Scheme, the summary of which are set out in the Circular, be and is hereby considered and approved and the Board be and is hereby authorised to grant Restricted Shares to the Selected Participants under the Scheme and to formulate implementation rules of the Scheme in accordance with the Scheme and relevant legal requirements and to implement, administer and manage the Scheme with power to authorise and delegate the power of implementation, administration and management of the Scheme to the management of the Company; and the Board be and is hereby authorised to amend the Scheme in accordance with the requirements of the regulatory authorities and to undertake all actions and matters which in their opinion are necessary or appropriate in relation to the Scheme.

And as special business, to consider and, if thought fit, pass the following special resolution:

SPECIAL RESOLUTION

  1. THAT the proposed amendments to Article 1, Article 30, Article 34, Article 35, Article 46, Article 62, Article 63, Article 64, Article 66, Article 81, Article 82 and Article 92 of the Articles of Association as set out in the Appendix to the Circular be and is hereby considered and approved.

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

31 March 2020 Shenzhen, the PRC

  • for identification purposes only

– 27 –

NOTICE OF SPECIAL GENERAL MEETING

Notes:

  • (A) Shareholders of the Company shall note that pursuant to Article 46 of the Articles of Association, the share register of the Company will be closed during the period from Saturday, 18 April 2020 to Monday, 18 May 2020, 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 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, 17 April 2020. 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.

  • (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 Monday, 27 April 2020. 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 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 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.

As at the date of this notice, the board of directors of the Company comprises Mr. Liu Xin (Chairman), Mr. Liu Jun, Ms. Huang Zhao Huan and Mr. Jiang Shiwen as executive Directors, Mr. Xia Hui as non-executive Director, and Mr. Liu Yuan, Ms. Zhang Yan and Mr. Ning Bo as independent non-executive Directors.

– 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 H SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that H Shareholders’ Class Meeting of Launch Tech Company Limited (the “ Company ”) will be held at 10F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Monday, 18 May 2020 at 10:20 a.m. or immediately after the conclusion of the Special General Meeting or any adjournment thereof (whichever is later) for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution (unless otherwise specified, capitalised terms used in this notice shall have the same meanings as defined in the circular dated 31 March 2020 (the “ Circular* ”)):

SPECIAL RESOLUTION

  1. THAT the proposed amendments to Article 92 of the Articles of Association as set out in the Appendix to the Circular be and is hereby considered and approved.

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

31 March 2020

Shenzhen, the PRC

Notes:

  • (A) Holders of H Shares of the Company shall note that pursuant to Article 46 of the Articles of Association, the share register of the Company will be closed during the period from Saturday, 18 April 2020 to Monday, 18 May 2020, 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 registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/ F., Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 17 April 2020. 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.

  • for identification purposes only

– 29 –

NOTICE OF H SHAREHOLDERS’ CLASS MEETING

  • (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 Monday, 27 April 2020. 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 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.

As at the date of this notice, the board of directors of the Company comprises Mr. Liu Xin (Chairman), Mr. Liu Jun, Ms. Huang Zhao Huan and Mr. Jiang Shiwen as executive Directors, Mr. Xia Hui as non-executive Director, and Mr. Liu Yuan, Ms. Zhang Yan and Mr. Ning Bo as independent non-executive Directors

– 30 –

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 DOMESTIC SHAREHOLDERS’ CLASS MEETING

NOTICE IS HEREBY GIVEN that Domestic Shareholders’ Class Meeting of Launch Tech Company Limited (the “ Company ”) will be held at 10F R&D Block, Launch Industrial Park, No. 4012 North of Wuhe Road, Bantian Street, Longgang District, Shenzhen, the PRC on Monday, 18 May 2020 at 10:40 a.m. or immediately after the conclusion of the H Shareholders’ Class Meeting or any adjournment thereof (whichever is later) for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution (unless otherwise specified, capitalised terms used in this notice shall have the same meanings as defined in the circular dated 31 March 2020 (the “ Circular* ”)):

SPECIAL RESOLUTION

  1. THAT the proposed amendments to Article 92 of the Articles of Association as set out in the Appendix to the Circular be and is hereby considered and approved.

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

31 March 2020

Shenzhen, the PRC

Notes:

  • (A) Domestic Shareholders of the Company shall note that pursuant to Article 46 of the Articles of Association, the share register of the Company will be closed during the period from Saturday, 18 April 2020 to Monday, 18 May 2020, 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, 17 April 2020. 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.

  • for identification purposes only

– 31 –

NOTICE OF DOMESTIC SHAREHOLDERS’ CLASS MEETING

  • (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 Monday, 27 April 2020. 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.

As at the date of this notice, the board of directors of the Company comprises Mr. Liu Xin (Chairman), Mr. Liu Jun, Ms. Huang Zhao Huan and Mr. Jiang Shiwen as executive Directors, Mr. Xia Hui as non-executive Director, and Mr. Liu Yuan, Ms. Zhang Yan and Mr. Ning Bo as independent non-executive Directors.

– 32 –

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