Shanghai Conant Optical Co., Ltd. — Proxy Solicitation & Information Statement 2022

Mar 31, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shanghai Conant Optical Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

Shanghai Conant Optical Co., Ltd. 上海康耐特光學科技集團股份有限公司

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

(Stock Code: 2276)

PROPOSED CHANGE OF SUPERVISOR PROPOSED CHANGE OF THE COMPANY’S DOMICILE PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2022

A notice convening the EGM of Shanghai Conant Optical Co., Ltd. to be held with the combination of a physical meeting at the Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, PRC and an online virtual meeting on Friday, 22 April 2022 at 10:00 a.m. is set out on pages 11 to 12 of this circular. A form of proxy for the EGM is also enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.conantoptical.com.cn). Whether or not you are able to attend the meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, and return them to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE EGM

To safeguard the health and safety of Shareholders and to prevent and control the spread of the Novel Coronavirus (COVID-19) pandemic, the Company will take the following precautionary measures at the EGM:

(1) compulsory temperature checks;

(2) wearing of face masks throughout the EGM (please bring your own mask); and

(3) no souvenir will be distributed and no refreshment will be served.

To the extent permitted by law, any person who does not comply with the precautionary measures (1) and (2) as set out above may be denied entry into the EGM venue at the absolute discretion of the Company. The Company wishes to remind all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. Shareholders may attend and vote on the relevant resolutions at the EGM or by appointing the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM instead of attending the EGM in person.

1 April 2022

CONTENTS

	Pages
PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL
MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
PROPOSED CHANGE OF SUPERVISOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
PROPOSED CHANGE OF THE COMPANY’S DOMICILE AND
THE PROPOSED AMENDMENT TO THE ARTICLES OF
ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
EGM AND PROXY ARRANGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
FURTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I – PROPOSED AMENDMENT TO THE ARTICLES OF
ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	11

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PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

Having considered the influence of the Novel Coronavirus (COVID-19) pandemic and the guidelines and requirements for the control of its spread, the following precautionary measures will be taken at the physical meeting of the EGM by the Company to ensure the safety of Shareholders and other attendees:

• (i) compulsory body temperature checks will be conducted on every attendee at the entrance of the venue of the EGM. Any person with a body temperature of over 37.3 degrees Celsius will be denied entry into the venue of the EGM;

• (ii) all attendees shall bring and wear their own face masks inside the venue of the EGM at all times, and to maintain an appropriate distance between seats; and

• (iii) no souvenirs will be distributed and no refreshments will be served at the EGM.

The attendees shall comply with the rules and requirements of epidemic prevention and control in Shanghai. To the extent permitted by law, any person who does not comply with the precautionary measures (i) to (ii) as set out above and other measures of epidemic prevention and control may be denied entry into the venue of the EGM at the absolute discretion of the Company in order to ensure the safety of the attendees at the EGM.

In the interest of stakeholders’ health and safety, the Company reminds all Shareholders that physical attendance at the EGM is not necessary for the purpose of exercising voting rights. Shareholders, particularly those who are subject to quarantine, are recommended to attend and vote by using a form of proxy with voting instructions inserted to appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM instead of attending the EGM in person. The form of proxy is enclosed to this circular for Shareholders who opt to receive physical circulars. Alternatively, the form of proxy can be downloaded from the designated website of the Stock Exchange (www.hkexnews.hk) and the “Investor Relations – Announcements” section of the website of the Company (www.conantoptical.com.cn). If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you with the appointment of proxy.

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PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

Shareholders are recommended by the Company that physical attendance at the EGM is not necessary. If Shareholders have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company as follows:

Tel: +86 021 5859 8866

Email: sales@conantoptical.com

If Shareholders have any questions relating to the EGM, please contact Computershare Hong Kong Investor Services Limited, the H share registrar of the Company, as follows:

Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East Wanchai, Hong Kong

Website: www.computershare.com/hk/contact

Tel: 2862 8555

Fax: 2865 0990

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DEFINITIONS

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

• “Articles of Association”

• the articles of association of the Company, currently in force

• “Board” the board of Directors

• “Company”

• Shanghai Conant Optical Co., Ltd. (上海康耐特光學科 技集團股份有限公司), a joint stock company incorporated in the PRC with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 2276)

• “Company’s Domicile” the domicile of the Company

• “Director(s)” director(s) of the Company

• “EGM”

• the first extraordinary general meeting of the Company of 2022 to be held with the combination of a physical meeting at the Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, PRC and an online virtual meeting on Friday, 22 April 2022 at 10:00 a.m. or any adjournment thereof, the notice of which is set out on pages 11 to 12 of this circular

• “Group”

• the Company and its subsidiaries

• “HK$” or “HK dollars”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC

• “Latest Practicable Date” 29 March 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

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DEFINITIONS

“PRC” or “China” the People’s Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Shareholder(s)” holder(s) of H share(s) of the Company “Supervisor(s)” the supervisor(s) of our Company, member(s) of the Supervisory Committee “Supervisory Committee” the supervisory committee of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent

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LETTER FROM THE BOARD

Shanghai Conant Optical Co., Ltd. 上海康耐特光學科技集團股份有限公司

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

(Stock Code: 2276)

Executive Directors: Mr. Fei Zhengxiang Mr. Zheng Yuhong Mr. Xia Guoping Mr. Chen Junhua

Non-executive Director: Dr. Takamatsu Ken

Independent Non-executive Directors: Dr. Xiao Fei Mr. Chen Yi Mr. Jin Yiting

Registered Office and Head Office: 1st Floor, Building 36, No. 1–42 Lane 83, Hongxiang North Road Lin-gang Special Area China (Shanghai) Pilot Free Trade Zone China

Principal Place of Business in Hong Kong: 40th Floor, Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong

1 April 2022

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF SUPERVISOR PROPOSED CHANGE OF THE COMPANY’S DOMICILE PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION AND

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2022

1. INTRODUCTION

Reference is made to the Company’s announcement dated 25 March 2022 in relation to, among others, the proposed change of Supervisor, the proposed change of the Company’s Domicile and the proposed amendment to the Articles of Association.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with the notice of the EGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

At the EGM, an ordinary resolution will be proposed to consider and approve the appointment of Mr. Wang Chuanbao (“ Mr. Wang ”) as a Supervisor, and a special resolution will be proposed to consider and approve the change of the Company’s Domicile and amendment to the Articles of Association.

2. PROPOSED CHANGE OF SUPERVISOR

On 25 March 2022, the Board announced that the Supervisory Committee has received a resignation report from Mr. Zhang Huixiang (“ Mr. Zhang ”), the chairman of the Supervisory Committee, in relation to his resignation as the chairman of the Supervisory Committee with effect from 25 March 2022 due to personal health reasons. In addition, Mr. Zhang will also resign as a Supervisor with effect from the date of the EGM for the same reason. The chairman of the Supervisory Committee will be elected by the Supervisory Committee pursuant to the applicable requirements under the Articles of Association upon the appointment of a new Supervisor in replacement of Mr. Zhang. Further announcement(s) will be made by the Company as soon as the chairman of the Supervisory Committee has been elected.

Mr. Zhang has confirmed that he has no disagreement with the Board nor the Supervisory Committee and that there was no other matter in relation to his resignation as the chairman of the Supervisor Committee and the Supervisor that needs to be brought to the attention of the Shareholders.

The Board further announced on 25 March 2022 that Mr. Wang has been nominated as a candidate for appointment as a Supervisor, subject to the approval of the Shareholders by way of an ordinary resolution at the EGM.

Mr. Wang’s biographical details are set out as follows:

Mr. Wang Chuanbao (王傳寶) , aged 35, is a Jiangsu (Qidong Nantong) representative of the Chinese People’s Political Consultative Conference. He is currently a technical director of the Company and a vice-general manager of Jiangsu Conant Optics Eyewear Co., Ltd. (江蘇康耐特光學有限公司), a wholly-owned subsidiary of the Company. Prior to joining the Group, Mr. Wang was a technology development engineer of the research and development department of YAPP Automotive Systems (亞普汽車部件股份有 限公司), a company listed on the Shanghai Stock Exchange (stock code: 603013).

Mr. Wang obtained his bachelor degree in Polymer Material Science & Engineering from Yangzhou University in 2009, and further obtained a doctorate degree in Materials Science and Engineering from Nanjing University of Science and Technology in 2014.

As at the Latest Practicable Date, Mr. Wang held approximately 5.77% of the equity interest in Shanghai Fengchang Enterprise Management Partnership (Limited Partnership) (上海風暢企業管理合夥企業（有限合夥）) (“ Shanghai Fengchang ”), which in turn held approximately 2.80% of the total issued share capital in the Company. Mr. Wang is a limited partner of Shanghai Fengchang.

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LETTER FROM THE BOARD

Save as disclosed above, Mr. Wang (i) does not hold any other positions in the Group; (ii) does not, nor did he in the past three years, hold directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas or other major appointments and professional qualifications; (iii) does not have any relationships with any other Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders; and (iv) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Subject to the approval of the Shareholders by way of an ordinary resolution at the EGM, the Company will enter into a service contract with Mr. Wang in relation to his position as a Supervisor. The initial term of office will commence from the date of appointment until expiry of the term of the current session of the Supervisory Committee. No remuneration will be paid to Mr. Wang as a Supervisor, and he will only receive remuneration for his other positions held in the Group, the amounts of which will be determined by the management of the Company.

Save as disclosed above, there is no other information relating to the proposed appointment of Mr. Wang as a Supervisor which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

3. PROPOSED CHANGE OF THE COMPANY’S DOMICILE AND THE PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Reference is made to the Company’s announcement dated 25 March 2022, in which the Company proposed to change the Company’s Domicile and make corresponding amendment to the Articles of Association.

According to the actual situation and the operation and management needs of the Company, the Board proposed to change the Company’s Domicile from “1st Floor, Building 36, No. 1–42 Lane 83, Hongxiang North Road Lin-gang Special Area China (Shanghai) Pilot Free Trade Zone China” to “4th Floor, Building 35, No. 1–42 Lane 83, Hongxiang North Road Lin-gang Special Area China (Shanghai) Pilot Free Trade Zone China”, subject to consideration and approval at the Company’s EGM and the completion of the relevant industrial and commercial registration and filing for the change.

In view of the proposed change of the Company’s Domicile, the Board proposed to make corresponding amendment to Article 4 of the Articles of Association to reflect the change in the Company’s Domicile (the “ Proposed Amendment ”).

Please refer to Appendix I to this circular for details of the Proposed Amendment. Except for the Proposed Amendment as set out in Appendix I to this circular, other articles in the Articles of Association remain unchanged. 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.

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LETTER FROM THE BOARD

4. EGM AND PROXY ARRANGEMENT

A notice convening the EGM to be held with the combination of a physical meeting at the Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, PRC and an online virtual meeting on Friday, 22 April 2022 at 10:00 a.m. is set out on pages 11 to 12 of this circular.

A proxy form to be used at the EGM is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.conantoptical.com.cn). Shareholders who intend to appoint a proxy to attend the EGM shall complete, sign and return the proxy form in accordance with the instructions printed thereon.

Whether or not you are able to attend the EGM in person, if you intend to attend the EGM by proxy, you are requested to complete the enclosed form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, and return them to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

In addition to physical attendance at the EGM, you may also opt to attend the EGM via online platform by visiting the website at https://us02web.zoom.us/j/2158598866. For details, please refer to the notice of the EGM set out in this circular.

The register of members of the Company will be closed from Tuesday, 19 April 2022 to Friday, 22 April 2022 (both days inclusive), during which period no transfer of shares can be registered. In order to qualify for attending and voting in person at the EGM, all transfers documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 14 April 2022.

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LETTER FROM THE BOARD

5. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 99 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the EGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of EGM will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid share of the Company of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

6. RECOMMENDATION

The Directors consider that the resolutions contained in the notice of the EGM are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the EGM.

7. FURTHER INFORMATION

Your attention is drawn to other parts of this circular, which contain details of the Proposed Amendment and other information required to be disclosed under the Listing Rules.

Yours faithfully By Order of the Board Shanghai Conant Optical Co., Ltd. 上海康耐特光學科技集團股份有限公司 Fei Zhengxiang

Executive Director and Chairman of the Board

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APPENDIX I

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

Details of the proposed amendment to the Articles of Association are as follows (deleted texts are presented in strikethrough and additional texts are presented in underline):

	Numbering Original Articles	Amended Articles Article 4. Company address: ~~1st~~ ~~Floor, Building 36, No. 1–42,~~ ~~Lane 83, Hongxiang North Road,~~ ~~Lin-gang Special Area, China~~ ~~(Shanghai)~~ ~~Pilot~~ ~~Free~~ ~~Trade~~ ~~Zone, China~~ 4th Floor, Building 35, No. 1–42 Lane 83, Hongxiang North Road Lin-gang Special Area China (Shanghai) Pilot Free Trade Zone China
	1. Article 4. Company address: 1st Floor, Building 36, No. 1–42, Lane 83, Hongxiang North Road, Lin-gang Special Area, China (Shanghai) Pilot Free Trade Zone, China

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Shanghai Conant Optical Co., Ltd. 上海康耐特光學科技集團股份有限公司

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

(Stock Code: 2276)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2022

NOTICE IS HEREBY GIVEN THAT the first extraordinary general meeting of 2022 (the “ EGM ”) of Shanghai Conant Optical Co., Ltd. (the “ Company ”) will be held with the combination of a physical meeting at the Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, PRC and an online virtual meeting on Friday, 22 April 2022 at 10:00 a.m. to consider and, if thought fit, approve the following resolutions:

ORDINARY RESOLUTION

1. To consider and approve the appointment of Mr. Wang Chuanbao as a supervisor of the Company.

SPECIAL RESOLUTION

1. To consider and approve the change of Company’s domicile and the corresponding amendment to the articles of association of the Company.

By Order of the Board Shanghai Conant Optical Co., Ltd. 上海康耐特光學科技集團股份有限公司 Fei Zhengxiang Executive Director and Chairman of the Board

Hong Kong, 1 April 2022

Notes:

(i) A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company. With respect to any shareholder who has appointed more than one proxy, such proxies may only exercise their voting rights in a poll.

(ii) In the case of joint shareholders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint shareholder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (iii) Whether or not you are able to attend the EGM in person, if you intend to attend the EGM by proxy, you are requested to complete the enclosed form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, and return them to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

• (iv) For the purpose of determining the entitlement to attend and vote in person at the EGM, the register of members of the Company will be closed from Tuesday, 19 April, 2022 to Friday, 22 April 2022 (both days inclusive), during which period no transfer of shares can be registered. All transfers documents accompanied by the relevant share certificates must be lodged with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 14 April 2022.

• (v) The Company will conduct a hybrid EGM via online platform, which also allows shareholders to participate in the EGM online in a convenient and efficient way from anywhere with an internet connection. Shareholders will be able to view the live video broadcast to the EGM by visiting the website at https://us02web.zoom.us/j/2158598866. The live video broadcast can be accessed from any location with access to the Internet with a smart phone, tablet device or computer. Registered Shareholders who join the webcast will not be counted towards a quorum nor will they be able to cast their votes online. The live broadcast option can also broaden the reach of the EGM to shareholders who do not wish to attend physically due to concerns on attending large scale events under the current COVID-19 situation, or for other overseas Shareholders who are unable to attend in person.

• (vi) Shareholders who wish to attend the EGM and exercise their voting rights can be achieved in one of the following ways:

• (1) attend the EGM in person and vote at the EGM venue;

• (2) attend the EGM via online platform which enables live streaming broadcast; or

• (3) appoint chairman of the EGM or other persons as your proxy to vote on your behalf. Your proxy’s authority and instruction will be revoked if you attend and vote in person at the EGM.

• (vii) The EGM is expected to take no more than half a day. Shareholders of the Company who attend the EGM shall bear their own travelling and accommodation expenses. Shareholders of the Company may contact the Company via telephone at +86 021 5859 8866 and email at sales@conantoptical.com for any enquires in respect of the EGM.

As at the date of this notice, the Board comprises Mr. Fei Zhengxiang, Mr. Zheng Yuhong, Mr. Xia Guoping and Mr. Chen Junhua as executive Directors; Dr. Takamatsu Ken as non-executive Director; and Dr. Xiao Fei, Mr. Chen Yi and Mr. Jin Yiting as independent non-executive Directors.

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