SiS Mobile Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 20, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 adviser.

If you have sold or transferred all your shares in SiS Mobile Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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SiS Mobile Holdings Limited 新龍移動集團有限公司 * (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1362)

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the “AGM”) of SiS Mobile Holdings Limited (“Company”) to be held at Kellett Room III, 3/F The Excelsior, 281 Gloucester Road, Causeway Bay, Hong Kong on 25 May, 2017 (Thursday) at 3:00 p.m. is set out in Appendix III to this circular.

Whether or not you are able to attend the AGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company’s Hong Kong Branch Share Registrar, 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 later 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 in person at the AGM or any adjournment thereof should you so wish.

21 April 2017

* For identification purposes only

CONTENTS

	Page
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Appendix I – Explanatory Statement for Repurchase of Shares . . . . . . . . . . . . . . . . . . . . . .	4
Appendix II – Particulars of Directors for re-election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix III – Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

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LETTER FROM THE BOARD

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SiS Mobile Holdings Limited 新龍移動集團有限公司 *

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1362)

Executive Directors:

Mr. Lim Kiah Meng Mr. Fong Po Kiu Ms. Wong Yi Ting

Registered office:

Clifton House, 75 Fort Street Grand Cayman KY1-1108 Cayman Islands

Non-executive Directors:

Mr. Lim Kia Hong (Chairman) Mr. Lim Hwee Hai

Independent non-executive Directors:

Ms. Chu Chung Yi Ms. Ng See Wai Rowena

Principal place of business in Hong Kong: 4/F, Contempo Place 81 Hung To Road Kwun Tong Kowloon, Hong Kong

Ms. Doe Julianne Pearl

21 April 2017

Dear Shareholders,

PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to give you notice of the AGM and to provide you with details of the resolutions to be proposed at the AGM including the general mandates to issue and repurchase shares of HK$0.10 each of the Company (the “Shares”) granted to the directors of the Company (the “Directors”) and the proposed re-election of the retiring Directors.

* For identification purposes only

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LETTER FROM THE BOARD

II. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the AGM, ordinary resolutions will be proposed for the renewal of the general mandates given to the Directors to exercise all powers of the Company to allot and issue new Shares; repurchase issued and fully paid Shares, and add back such repurchased Shares (if any) to the general mandate to allot and issue. The existing general mandates will expire at the AGM. Under such mandates (i) the number to allot and issue Shares may not exceed 20 per cent. of the issued share capital of the Company as at the date of the resolution granting the general mandate; (ii) the number of issued Shares that the Company is authorised to repurchase on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) may not exceed 10 per cent. of the issued share capital of the Company as at the date of the resolution granting the general mandate; and (iii) the Directors may add such repurchase Shares under (ii) above to the 20 per cent. general mandate under (i) above. These general mandates will be effective during the relevant period which is fully defined in the notice of the AGM.

Assuming that there is no change in the issued share capital between the period from 11 April 2017, being the latest practicable date prior to the printing of the circular (the “Latest Practicable Date”) and the date of the AGM, the number of Shares that may be issued pursuant to the general mandate to be given to the Directors to exercise all powers of the Company to allot and issue new Shares will be 56,000,000 Shares, being 20 per cent. of the issued share capital of Company as at the Latest Practicable Date.

An explanatory statement as required by the rules governing the listing of securities on the Stock Exchange (the “Listing Rules”) in connection with the repurchase mandate is set out in Appendix I to this circular.

III. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to article 108(a) of the memorandum and articles of association of the Company (“the Articles”), Mr. Lim Kiah Meng, Ms. Ng See Wai Rowena and Ms. Doe Julianne Pearl shall retire from office by rotation at the AGM and are eligible to offer themselves for re-election at the AGM. The biographical details of them are set out in Appendix II to this circular.

Any shareholder who wishes to nominate a person to stand for election as a director of the Company at the AGM must lodge with the Company’s principal place of business at 4/F Contempo Place, 81 Hung To Road, Kwun Tong, Kowloon, Hong Kong within the period from 26 April 2017 (Wednesday) to 9 May 2017 (Tuesday), both days inclusive, (i) his written nomination of the candidate, (ii) written confirmation from such nominated candidate of his willingness to be elected as Director, and (iii) the biographical details of such nominated candidate as required under Rule 13.51(2) of the Listing Rules for publication by the Company.

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LETTER FROM THE BOARD

IV. ANNUAL GENERAL MEETING

The notice of the AGM is set out in Appendix III to this circular. A form of proxy for use at the AGM is enclosed with this circular. Shareholders are requested to complete the accompanying form of proxy and deposit to the Company’s Hong Kong branch share registrar as soon as possible but in any event not later 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 in person at the AGM or any adjournment thereof should you so wish.

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the shareholders at the AGM shall be conducted by way of poll and the results of the AGM will be announced by the Company in compliance with the Listing Rules.

V. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company for the AGM will be closed from 22 May to 25 May 2017, during which no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:00 p.m. on 19 May 2017.

VI. RECOMMENDATION

The Directors believe that the proposed resolutions set out in the notice of AGM, including (a) the approval of the mandates to (i) issue new Shares; (ii) repurchase issued and fully paid Shares; (iii) add such repurchased Shares, if any, to the general mandate to allot and issue new Shares and (b) re-election of the retiring Directors are in the best interests of the Company and its shareholders. Accordingly, the Directors recommend you to vote in favour of all the resolutions to be proposed at the AGM.

VII. GENERAL INFORMATION

Your attention is drawn to the additional 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 of

SiS Mobile Holdings Limited Lim Kia Hong Chairman

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EXPLANATORY STATEMENT FOR REPURCHASE OF SHARES

APPENDIX I

This Appendix I includes an explanatory statement as required under the Listing Rules to provide the requisite information to you for consideration of the repurchase mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 280,000,000 Shares.

Subject to the passing of the proposed resolution granting the repurchase mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed to (i) allot and issue 56,000,000 Shares; and (ii) repurchase a maximum of 28,000,000 Shares by exercising the mandate in full.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the shareholders for the Directors to have a general authority from the shareholders to enable the Company to repurchase Shares in the market. Repurchases of Shares will only be made when and to the extent that the Directors believe that such repurchases will benefit the Company and its shareholders. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or the earnings per Share. The Directors have no present intention to repurchase any Shares.

3. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds of the Company legally available for such purpose in accordance with the Articles, the Listing Rules and the applicable laws and regulations of Cayman Islands.

Repurchases must be paid out of funds legally available for the purpose in accordance with the Articles and the applicable laws of Cayman Islands. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

Under the Companies Law, any repurchases by the Company may be made out of profits of the Company, out of the Company’s share premium account or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if authorised by the Articles and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be repurchased must be provided for out of either or both of the profits or the share premium account of the Company, or, if authorised by the Articles and subject to the Companies Law, out of capital.

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EXPLANATORY STATEMENT FOR REPURCHASE OF SHARES

APPENDIX I

On the basis of the current financial position of the Company as at 31 December 2016 (being the date of its latest published audited accounts), the Directors consider that, if the repurchase mandate were to be exercised in full, it might have a material adverse impact on the working capital and/or the gearing position of the Company as compared with the current position disclosed. However, the Directors do not propose to exercise the repurchase mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital position of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months and the period from 1 April 2017 up to the Latest Practicable Date were as follows:

	Share prices	Share prices
		(per Share)
	Highest	Lowest
	HK$	HK$
2016
April	1.75	1.63
May	1.71	1.52
June	1.83	1.48
July	1.66	1.49
August	1.66	1.47
September	1.68	1.54
October	2.02	1.55
November	1.98	1.65
December	1.80	1.70
2017
January	2.05	1.65
February	1.90	1.74
March	1.80	1.59
April (up to the Latest Practicable Date)	1.66	1.55

5. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PARTIES

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules) have any present intention, in the event that the proposed repurchase mandate is granted, to sell Shares to the Company. No connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchases of Shares.

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EXPLANATORY STATEMENT FOR REPURCHASE OF SHARES

APPENDIX I

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”). As a result, a shareholder or the group of shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the shareholder’s or the group of shareholders interest, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, SiS International Holdings Limited held 52.30 per cent. of the issued share capital of the Company. In the event that the Directors of the Company should exercise in full the power to repurchase the Shares which is proposed to be granted pursuant to the resolution, the shareholding of SiS International Holdings Limited in the Company would be increased to approximately 58.11 per cent. of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code.

Assuming that there is no issue of Shares between the date of this circular and the date of a repurchase and no disposal by any of the substantial Shareholders of their interests in the Shares, an exercise of the repurchase mandate whether in whole or in part may result in less than 25% of the Shares being held by the public. The Directors do not intend to repurchase Shares which would result in a public shareholding of less than the prescribed minimum percentage of Shares in public hands.

7. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

8. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the repurchase mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands, and in accordance with the regulations set out in Articles of the Company.

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PARTICULARS OF DIRECTORS FOR RE-ELECTION

APPENDIX II

The biographical details of the retiring Directors eligible for re-election at the AGM are set out below:

Executive Director

Mr. LIM Kiah Meng , aged 64, is an executive Director and managing director of the Company, brother of chairman Mr. Lim Kia Hong and brother-in-law of non-executive Director Mr. Lim Hwee Hai. Mr. Lim is one of the cofounders of the Group and had joined SiS International Holdings Limited (“SiS International”) in Hong Kong since 1987. He has nearly thirty years’ experience in the information and communication technology industry (“ICT”), and is responsible for the Group’s operations.

Mr. Lim is an executive director of SiS International. Since April 2013, Mr. Lim has also been a non-executive director of SiS Distribution (Thailand) Public Co., Ltd., a company whose shares are listed on the Stock Exchange of Thailand (BKK: SIS). He is a director of Information Technology Consultants Limited whose shares are listed on Dhaka Stock Exchange and Chittagon Stock Exchange on 10 January 2016 (stock code: ITC). Mr. Lim obtained a master’s degree in international management from the American Graduate School of International Management, US in August 1980.

Mr. Lim has a service contract with the Company for three years till 15 December 2017 and is subject to retirement and re-election at annual general meetings in accordance with relevant provisions of the Articles and the Listing Rules. Mr. Lim can be re-appointed for a further term of three years upon the expiry of the initial term. He shall be paid an annual director’s fee of HK$120,000 per annum.

As at the Latest Practicable Date, Mr. Lim had personal and family interests in 2,043,904 Shares, corporate interest in 203,607,467 Shares and 1,200,000 share options in the Company. He also had personal and family interests in 6,387,200 shares, corporate interest in 178,640,000 shares and 150,000 share options in SiS International, an associated corporation within the meaning of Part XV of the SFO. SiS International owns 52.3% equity interest in the Company as at the Latest Practicable Date. Mr. Lim received a director fee (including equity-settled share option expense) of total HK$1,847,000 for the year ended 31 December 2016.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Independent Non-Executive Director

Ms. NG See Wai Rowena , aged 54, is an independent non-executive Director of the Company. Ms. Ng has over twenty years of experience in corporate finance and investment banking. From July 1999 to May 2001, Ms. Ng served as an executive director of Lai Fung Holdings Limited (Hong Kong Stock Code: 01125). From June 2001 to April 2004, Ms. Ng worked at BOCI Asia Limited where she served as a managing director of the corporate finance department. From May 2004 to January 2007, Ms Ng acted as a director in Cazenove Asia Limited, responsible for deal organization and transaction execution. From August 2011 to December 2013, Ms. Ng served as an executive director and deputy CEO of China Nickel Resources Holdings Co., Ltd. (Hong Kong Stock Code: 02889). From February 2014 to February 2015, Ms. Ng was an independent non-executive director of GreaterChina Professional Services Ltd. (Hong Kong Stock Code: 08193). Since August 2015, Ms. Ng has been a managing director and the head of Financial Solution Specialists Team of BOCI Asia Limited.

Ms. Ng has been an ordinary member of the Hong Kong Securities and Investment Institute since 1999. She obtained a bachelor’s degree in science from the Victoria University of Manchester, U.K. in July 1984 and a master’s degree in business administration from the University of Hull, U.K. in July 1998.

Ms. Ng has a service contract with the Company for two years till 15 December 2017 and is subject to retirement and re-election at annual general meetings in accordance with relevant provisions of the Articles and the Listing Rules. She shall be paid an annual director’s fee of HK$120,000 per annum.

As at the Latest Practicable Date, Ms. Ng has 280,000 share options in the Company and she has no other interest in the Company within the meaning of Part XV of the SFO. She received a director fee (including equity-settled share option expense) of total HK$215,000 for the year ended 31 December 2016.

Ms. DOE Julianne Pearl , aged 54, is an independent non-executive Director of the Company. Ms. Doe has been a corporate partner at Dentons Hong Kong since January 2011. Ms. Doe has been a solicitor of the High Court of Hong Kong since September 1988. She obtained the bachelor’s degree in laws and postgraduate certificate in laws from the University of Hong Kong in November 1984 and in July 1985, respectively. Ms. Doe also obtained the master’s degree in laws from the University of Cambridge, U.K. in October 1986. Ms. Doe is engaged in corporate and commercial legal practice.

Ms. Doe has a service contract with the Company for two years till 15 December 2017 and is subject to retirement and re-election at annual general meetings in accordance with relevant provisions of the Articles and the Listing Rules. She shall be paid an annual director’s fee of HK$120,000 per annum.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

As at the Latest Practicable Date, Ms. Doe has 280,000 share options in the Company and she has no other interest in the Company within the meaning of Part XV of the SFO. She received a director fee (including equity-settled share option expense) of total HK$215,000 for the year ended 31 December 2016.

Save as disclosed above, all the above Directors do not have any other relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, save as disclosed above, the above Directors have not held any directorship in other public listed companies in the last three years. The emoluments are determined by reference to their duties, responsibilities, performance, the Group’s results and prevailing market conditions. Such emoluments were reviewed and approved by Remuneration Committee.

The above independent non-executive Director eligible for re-election at the AGM, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that she meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

Save as disclosed above, the Board is not aware of any other matters or information that need to be brought to the attention of the Shareholders of the Company or to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules in relation to the proposed re-election of the aforesaid retiring Directors.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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SiS Mobile Holdings Limited 新龍移動集團有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1362)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of the shareholders of SiS Mobile Holdings Limited (the “Company”) will be held at Kellett Room III, 3/F The Excelsior, 281 Gloucester Road, Causeway Bay, Hong Kong on 25 May 2017 (Thursday) at 3:00 p.m., for the purpose of considering and, if thought fit, passing the following resolutions:

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and Auditors for the financial year ended 31 December 2016.

2. To re-elect Directors by separate resolutions and to authorise the Board to fix the remuneration of the Directors.

3. To appoint Deloitte Touche Tohmatsu as the auditors and to authorise the Directors to fix their remuneration.

As special business, to consider, and if thought fit, pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to (c) below, a general mandate be and is hereby unconditionally given to the Directors to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements or options which would or might require the exercise of such powers;

* For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for shares, which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) above, otherwise than any allotment of the shares of the Company (i) pursuant to a Rights Issue (as hereinafter defined) or; (ii) on the exercise of the subscription rights attaching to any warrants which may be issued by the Company from time to time; or (iii) on the exercise of any options granted under the share option schemes of the Company; or (iv) in lieu of the whole or part of a dividend on shares in accordance with the Articles of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution,

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

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

• (ii) the expiry of the period within which the Company is required by any applicable laws or its Articles to hold its next annual general meeting; and

• (iii) when varied or revoked by an ordinary resolution of the shareholders in general meeting.

“ Rights Issue ” means the allotment or issue of shares in the Company or other securities which would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding for such purpose any shareholder who is resident in a place where such offer is not permitted under the law of that place) and, where appropriate, the holders of other equity securities of the Company entitled to such offer, pro rata (apart from fractional entitlements) to their existing holdings of shares or such other equity securities.”

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose under the Code on Share Repurchases, subject to and in accordance with all applicable laws and/or the requirements of the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of securities authorised to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and

4. (c) for the purpose of this resolution, “Relevant Period” has the same meaning as defined in resolution No. 4 of the notice convening this meeting.”

5. “ THAT conditional upon the passing of the resolution Nos. 4 and 5 as set out in the notice convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional shares of the Company pursuant to the resolution set out in paragraph 5 of the notice convening this meeting be and is hereby extended by the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution set out in paragraph 5 of the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution.”

By Order of the Board

SiS Mobile Holdings Limited Wong Yi Ting Company Secretary

Hong Kong, 21 April 2017

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and, in the event of poll, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority must be deposited, at the Company’s Hong Kong Branch Share Registrar, 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.

3. If more than one of joint holders be present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of the relevant shares shall alone be entitled to vote in respect thereof. Several executors or administrators of a decreased member in whose name any share stands shall be deemed joint holders.

4. Completion and deposit of a proxy will not preclude a member from attending and voting in person at the Meeting if he/she wishes. If a member attend and vote at the Meeting, the authority of the proxy will be revoked.

5. The Register of Members will be closed from 22 May to 25 May 2017, during which period no share transfer will be effected. In order to qualify for attending and voting at the AGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong Branch Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:00 p.m. on 19 May 2017.

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