Putian Communication Group Limited — AGM Information 2018

Apr 27, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your 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 Putian Communication Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the 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 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.

Putian Communication Group Limited 普天通信集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1720)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND

REPURCHASE BY THE COMPANY OF ITS OWN SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 9/F, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on Thursday, 31 May 2018 at 11:30 a.m. is set out on pages 13 to 17 of this circular. A form of proxy for use at the AGM is also enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk and the Company at www.potel-group.com.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

27 April 2018

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II — Details of Directors proposed to be re-elected
at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• “AGM”

• the annual general meeting of the Company to be convened and held at 9/F, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, on Thursday, 31 May 2018 at 11:30a.m., or any adjournment thereof, to consider and, if thought fit, to approve, among other things, the resolutions set out in the notice of AGM on pages 13 to 17 of this circular

• “Articles of Association”

• the articles of association of the Company adopted on 21 October 2017 and as amended from time to time, and “Article” shall mean an article of the Articles of Association

• “Board”

• the board of Directors

• “close associate(s)”

• has the meaning ascribed to this term under the Listing Rules

• “Company”

• Putian Communication Group Limited (普天通信集團 有限公司), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange

• “core connected person”

• has the same meaning ascribed to it under the Listing Rules

• “Director(s)”

• the director(s) of the Company

• “General Mandate”

• the general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all power of the Company to allot, issue and otherwise deal with new Shares up to a maximum of 20% of the total number of the issued Shares as at the date of passing of the ordinary resolution in relation thereof

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

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

– 1 –

DEFINITIONS

• “Latest Practicable Date”

• 23 April 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained therein

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

• “PRC” The People’s Republic of China, for the purpose of this circular, excluding Hong Kong, Taiwan and Macau

• “Repurchase Mandate” the general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to repurchase Shares up to a maximum of 10% of the total number of the issued Shares as at the date of passing of the ordinary resolution in relation thereof

• “SFO” the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong), as amended and supplemented from time to time

• “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “substantial shareholder(s)”

• has the same meaning ascribed to this term under the Listing Rules

• “Takeovers Code” the Hong Kong Code on Takeovers and Mergers

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

• “%”

per cent.

– 2 –

LETTER FROM THE BOARD

Putian Communication Group Limited 普天通信集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1720)

Executive Directors: Ms. Wang Qiuping (Chairlady and Chief Executive Officer) Mr. Zhao Xiaobao (alias Zhao Baohua) Ms. Zhao Moge

Registered Office: Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors: Ms. Cheng Shing Yan Mr. Liu Guodong Mr. Xie Haidong

Principal Place of Business in Hong Kong: Unit 702, Golden Centre 188 Des Voeux Road Central Hong Kong

Principal Place of Business in the PRC:

No. 8899 ChangDong Avenue Hi-tech Development Zone Nanchang, Jiangxi Province The PRC

27 April 2018

To the Shareholders

Dear Sir or Madam

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND

REPURCHASE BY THE COMPANY OF ITS OWN SHARES;

(2) PROPOSED RE-ELECTION OF DIRECTORS; AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the AGM to be held at 9/F, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on Thursday, 31 May 2018 at 11:30 a.m., resolutions will be proposed, among other matters:

• (a) to grant the General Mandate to the Directors;

• (b) to grant the Repurchase Mandate to the Directors;

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LETTER FROM THE BOARD

• (c) to increase the number of Shares to be allotted and issued under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate; and

• (d) to re-elect the Directors.

The purpose of this circular is to (i) provide you with information in relation to the resolutions to be proposed at the AGM for the grant of the General Mandate and the Repurchase Mandate; (ii) furnish you with details of the proposed re-election of Directors; (iii) set out an explanatory statement regarding the Repurchase Mandate; and (iv) give you the notice of the AGM.

GENERAL MANDATE

The Company’s existing mandate to issue Shares was approved by its then Shareholders on 21 October 2017. Unless otherwise renewed, the existing mandate to issue Shares will lapse at the conclusion of the AGM.

An ordinary resolution will be proposed at the AGM in relation to the granting of a general and unconditional General Mandate to the Directors to exercise the power of the Company to allot, issue and otherwise deal with additional Shares of not exceeding 20% of the total number of the issued Shares as at the date of passing the ordinary resolution relating thereto provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be issued pursuant to the relevant resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly, for the period until (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum of association of the Company and Articles of Association or any applicable laws of the Cayman Islands to be held; or (iii) when revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

As at the Latest Practicable Date, the Company had in issue an aggregate of 1,100,000,000 Shares. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed under the General Mandate to allot, issue and deal with, up to a maximum of 220,000,000 Shares, representing 20% of the total number of issued Shares as at the date of the passing of the ordinary resolution approving the General Mandate on the basis that no further Shares will be allotted and issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM.

The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme as may be approved by the Shareholders.

– 4 –

LETTER FROM THE BOARD

REPURCHASE MANDATE

The Company’s existing mandate to repurchase Shares was approved by its then Shareholders on 21 October 2017. Unless otherwise renewed, the existing mandate to repurchase Shares will lapse at the conclusion of the AGM.

An ordinary resolution will be proposed at the AGM in relation to the granting of a general and unconditional Repurchase Mandate to the Directors to exercise all powers of the Company to repurchase Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed up to 10% of the total number of issued Shares as at the date of passing the ordinary resolution provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be repurchased pursuant to the relevant resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly, for the period until (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum of association of the Company and Articles of Association or any applicable laws of the Cayman Islands to be held; or (iii) when revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I.

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 110,000,000 Shares.

An ordinary resolution will also be proposed at the AGM in relation to the extension of the general mandate to be granted to the Directors to allot, issue, and otherwise deal with additional Shares under the General Mandate by adding to it the number of shares of the Company repurchased under the Repurchase Mandate, if any. The Directors have no present intention to fully exercise the Repurchase Mandate for repurchasing the Shares.

The full text of these resolutions are set out as ordinary resolutions numbers 4 to 6 in the notice of AGM on pages 13 to 17 of this circular.

– 5 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

According to Article 84(1), Ms. Wang Qiuping and Mr. Zhao Xiaobao (alias Zhao Baohua) shall retire from their offices as Directors by rotation and, being eligible, each of Ms. Wang Qiuping and Mr. Zhao Xiaobao (alias Zhao Baohua) would offer himself/herself for re-election as executive Director. Accordingly, at the AGM, ordinary resolutions will be proposed to re-elect each of Ms. Wang Qiuping and Mr. Zhao Xiaobao (alias Zhao Baohua) as executive Director.

Particulars of each of the above retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

AGM

A notice convening the AGM to be held at 9/F, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on Thursday, 31 May 2018 at 11:30 a.m. is set out on pages 13 to 17 of this circular.

In order to ascertain the entitlements to attend the AGM, the register of members of the Company will be closed from Monday, 28 May 2018 to Thursday, 31 May 2018 (both dates inclusive) during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Friday, 25 May 2018.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM on the results of the AGM.

PROXY ARRANGEMENT

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkex.com.hk and the Company’s website at www.potel-group.com. Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or adjournment thereof in person if you so wish.

– 6 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

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

RECOMMENDATION

The Directors believe that the proposed grant of the General Mandate and the Repurchase Mandate, the extension of the General Mandate, and the proposed re-election of Directors are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM.

Your attention is drawn to the information set out in the appendices to this circular. The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully For and on behalf of the Board Putian Communication Group Limited Wang Qiuping Chairlady

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. REPURCHASE OF SECURITIES FROM CORE CONNECTED PERSONS

The Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a “core connected person”, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates and a core connected person is prohibited from knowingly selling his/her/its securities to the Company.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is passed.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,100,000,000 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are to be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 110,000,000 fully paid Shares.

3. REASONS FOR THE REPURCHASE

Although the Directors have no present intention of exercising the proposed Repurchase Mandate, the Directors believe that the flexibility afforded by the proposed Repurchase Mandate would be beneficial to the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available under the Cayman Islands law and the memorandum and articles of association of the Company for such purpose.

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2017, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous five calendar months since the listing of the Shares on the Stock Exchange were as follows:

	Highest	Lowest
	HK$	HK$
2017
November	1.85	1.13
December	1.73	1.25
2018
January	1.55	1.38
February	1.41	1.34
March	2.19	1.41
April (up to the Latest Practicable Date)	2.51	2.03

6. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING

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

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.

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

As at the Latest Practicable Date, Arcenciel Capital Co., Ltd and Point Stone Capital Co., Ltd are the only Shareholders who holds more than 10% of the issued Shares. Given that the shareholding of Arcenciel Capital Co., Ltd and Point Stone Capital Co., Ltd was about 69.75% in the Company, an exercise of the Repurchase Mandate in full would not result in any Shareholder becoming obliged to make a mandatory general offer under Rule 26 of the Takeovers Code and the Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any purchase made under the Repurchase Mandate.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

The Company will not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

7. SHARES REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has repurchased any of the Company’s listed securities during the six months immediately prior to the Latest Practicable Date.

– 10 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

The details of the Directors who will retire at the conclusion of the AGM and will be proposed to be re-elected at the AGM are set out below:

EXECUTIVE DIRECTORS

Ms. Wang Qiuping (王秋萍), aged 54, is an executive Director, the chairlady of the Board and chief executive officer of the Company responsible for the overall business management and strategic planning of the Group. Ms. Wang is also the founder of the Group and one of the controlling shareholders. She has more than 30 years experiences in the telecommunication industry. Ms. Wang has been the deputy to the People’s Congress of Nanchang City (南昌市人大代表) since October 2016. She obtained a diploma in basic theory of Marxism* (馬列主義基礎理論) from Jiangxi Normal University (江西師範大學) in the PRC in December 1986. Ms. Wang is the spouse of Mr. Zhao Xiaobao, an executive director of the Company, the mother of Ms. Zhao Moge, an executive director of the Company and the sister-in-law of Mr. Ye Fanxiu, a procurement and logistics director of the Group.

Ms. Wang has entered into an executive Director service agreement with the Company pursuant to which she has agreed to act as an executive Director for a fixed term of three years commencing from the date of the Listing, subject to early termination by either party in accordance with the terms thereof. Pursuant to the service contract, Ms. Wang is entitled to an annual salary of RMB1,170,000 and a discretionary management bonus to be recommended by the remuneration committee of the Board and as approved by the majority of the Board. The remuneration (including the annual salary and the discretionary bonus) to be received in 2018 by Ms. Wang will be determined by the Board based on the adopted remuneration policy reviewed by the remuneration committee of the Company, with reference to, amongst others, Ms. Wang’s qualification and experience, responsibilities undertaken, contribution to the Group, the Group’s performance, and the prevailing market level of remuneration of similar position. Ms. Wang is subject to retirement by rotation and re-election at the AGM in accordance with the Articles.

As at the Latest Practicable Date, Arcenciel Capital Co., Ltd. beneficially owned 408,375,000 Shares. Ms. Wang beneficially owned the entire issued share capital of Arcenciel Capital Co., Ltd.; and hence, Ms. Wang was deemed, or taken to be, interested in all 408,375,000 Shares held by Arcenciel Capital Co., Ltd. for the purposes of the SFO. Ms. Wang is the sole director of Arcenciel Capital Co., Ltd..

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Ms. Wang has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Ms. Wang that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Ms. Wang that needs to be brought to the attention of the Shareholders.

– 11 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Zhao Xiaobao (趙小寶) (alias Zhao Baohua (趙保華)) , aged 53, is an executive Director responsible for the overall sales of the Group. He joined the Group in June 2001. Mr. Zhao has more than 16 years of experience in the production and sales in the telecommunications industry. Mr. Zhao obtained a diploma in business administration management (工商行政管理) from Wuhan University (武漢大學) in the PRC in July 1992. Mr. Zhao is the spouse of Ms. Wang Qiuping, an executive director, the chairlady of the Board and chief executive officer of the Company, the father of Ms. Zhao Moge, an executive director of the Company and the brother-in-law of Mr. Ye Fanxiu, a procurement and logistics director of the Group.

Mr. Zhao has entered into an executive Director service agreement with the Company pursuant to which he has agreed to act as an executive Director for a fixed term of three years commencing from the date of the Listing, subject to early termination by either party in accordance with the terms thereof. Pursuant to the service contract, Mr. Zhao is entitled to an annual salary of RMB1,170,000 and a discretionary management bonus to be recommended by the remuneration committee of the Board and as approved by the majority of the Board. The remuneration (including the annual salary and the discretionary bonus) to be received in 2018 by Mr. Zhao will be determined by the Board based on the adopted remuneration policy reviewed by the remuneration committee of the Company, with reference to, amongst others, Mr. Zhao’s qualification and experience, responsibilities undertaken, contribution to the Group, the Group’s performance, and the prevailing market level of remuneration of similar position. Mr. Zhao is subject to retirement by rotation and re-election at the AGM in accordance with the Articles.

As at the Latest Practicable Date, Point Stone Capital Co., Ltd. beneficially owned 358,875,000 Shares. Mr. Zhao beneficially owned the entire issued share capital of Point Stone Capital Co., Ltd.; and hence, Mr. Zhao was deemed, or taken to be, interested in all 358,875,000 Shares held by Point Stone Capital Co., Ltd. for the purposes of the SFO. Mr. Zhao is the sole director of Point Stone Capital Co., Ltd..

Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Zhao has not held any other directorships in the last three years in any listed public company in Hong Kong or overseas. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Zhao that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Zhao that needs to be brought to the attention of the Shareholders.

– 12 –

NOTICE OF AGM

Putian Communication Group Limited 普天通信集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1720)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Putian Communication Group Limited (the “ Company ”) will be held at 9/F, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on Thursday, 31 May 2018 at 11:30 a.m. to consider and if thought fit, to pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

1. to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and reports of the directors of the Company (the “ Directors ”) and auditors of the Company for the year ended 31 December 2017;

2. (a) to re-elect Ms. Wang Qiuping as an executive Director;

3. (b) to re-elect Mr. Zhao Xiaobao as an executive Director; and

4. (c) to authorise the board of Directors (the “ Board ”) to fix the Directors’ remuneration;

5. to re-appoint BDO Limited as the auditors of the Company and to authorise the Board to fix their remuneration;

“ THAT :

• (a) subject to paragraph (c) below, pursuant to the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares of HK$0.01 each (the “ Shares ”) in the share capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period (as defined below);

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NOTICE OF AGM

• (c) the aggregate total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the grant or exercise of any options under the existing and the new share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20 per cent. of the aggregate number of Shares in issue on the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum amount of Shares that may be issued pursuant to this resolution as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (the “ Companies Law ”) or any other applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in

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NOTICE OF AGM

relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT :

2. (a) the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by The Securities and Futures Commission of Hong Kong (the “ Securities and Futures Commission ”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, or of any other stock exchange from time to time, the Companies Law and all other applicable laws and regulations in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as defined below) shall not exceed 10 per cent. of the total number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly, provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum amount of Shares that may be repurchased pursuant to this resolution as a percentage of the total number of issued Shares as the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted accordingly; and

4. (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and

   • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this resolution.”

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NOTICE OF AGM

1. “ THAT subject to the ordinary resolutions nos. 4 and 5 above being duly passed, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares pursuant to resolution no. 4 above be and is hereby extended by the addition thereon of an amount representing the aggregate number of issued Shares repurchased by the Company under the authority granted to the Directors pursuant to resolution no. 5 above, provided that such extended number of shares shall not exceed 10 per cent. of the aggregate number of the issued Shares on the date of the passing of this resolution.”.

By order of the Board Putian Communication Group Limited Wang Qiuping Chairlady

Hong Kong, 27 April 2018

Registered Office: Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong: Unit 702, Golden Centre 188 Des Voeux Road Central Hong Kong

Principal Place of Business in the PRC: No. 8899 ChangDong Avenue Hi-tech Development Zone Nanchang, Jiangxi Province The PRC

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting (as the case may be).

3. For the purpose of ascertaining shareholders’ entitlement to attend and vote at the annual general meeting, the register of members of the Company will be closed from Monday, 28 May 2018 to Thursday, 31 May 2018 (both days inclusive), during which period no transfers of shares will be registered. In order to be eligible to attend and vote at the annual general meeting, all transfer documents accompanied by the relevant share certificates, have to be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Friday, 25 May 2018.

4. Delivery of a form of proxy shall not preclude a member from attending and voting in person at the meeting and in such event, the form of proxy shall be deemed to be revoked.

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NOTICE OF AGM

1. In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. The Directors have no immediate plans to issue any Shares other than the Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme as may be approved by shareholders of the Company.

2. In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of the Company dated 27 April 2018.

3. The above resolutions will be put to vote at the AGM by way of poll.

4. If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 1:00 p.m. on the date of the meeting, the meeting will be adjourned. The Company will post an announcement on the HKEXnews website (www.hkexnews.hk) and the website of the Company (www.potel-group.com) and to notify shareholders of the date, time and place of the adjourned meeting. The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.

As at the date of this notice, the Board comprises Ms. Wang Qiuping, Mr. Zhao Xiaobao and Ms. Zhao Moge as executive Directors; and Ms. Cheng Shing Yan, Mr. Liu Guodong and Mr. Xie Haidong as independent non-executive Directors.

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