Smart-Core Holdings Limited — AGM Information 2017

Apr 11, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Smart-Core 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 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.

芯智控股有限公司 Smart-Core Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2166)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; PROPOSED RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Crystal Room 3, Level B3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong, on Tuesday, 23 May 2017 at 10:00 a.m. is set out on pages 20 to 24 of this circular.

Whether or not you are intend to attend the AGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or at any adjourned meeting thereof if you so wish and in such event the form of proxy shall be deemed to be revoked.

12 April 2017

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
APPENDIX I — EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE. . 9
APPENDIX II — DETAILS OF THE DIRECTORS TO BE RE-ELECTED. . . . . . . . . . . . . . 13
NOTICE OF THE AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms or expressions shall have the meanings set out below:

• “AGM”

• the annual general meeting of the Company to be held at Crystal Room 3, Level B3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong, on Tuesday, 23 May 2017 at 10:00 a.m.

• “Articles of Association” the articles of association of the Company as amended from time to time

• “Associates” has the meaning ascribed thereto in the Listing Rules

• “Board” the board of Directors of the Company

• “Companies Law”

• the Company Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Company”

• Smart-Core Holdings Limited (芯智控股有限公司), a company incorporated under the laws of the Cayman Islands with limited liability on 22 October 2015 and formerly known as Smart-Core Cloud Group Limited, the shares of which are listed on the Main Board of the Stock Exchange

• “Connected person(s)” has the meaning ascribed thereto in the Listing Rules

• “Controlling Shareholder” has the meaning ascribed thereto in the Listing Rules and for the purpose of this circular shall mean, Mr. Tian Weidong and Smart IC Limited

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

• “Issue Mandate”

a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot, issue, and otherwise deal with new Shares and other securities with an aggregate nominal amount not exceeding the sum of 20% of the number of Shares in issue as at the date of passing the relevant resolution

– 1 –

DEFINITIONS

“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	5 April 2017, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information for inclusion in
	this circular
“Listing Date”	7 October 2016, being the date from which the Shares have been
	listed on the Main Board of the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“PRC”	the People’s Republic of China, which for the purpose of this
	circular, excluding Hong Kong, the Macau Special Administrative
	Region of the PRC and Taiwan
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted to
	the Directors to exercise the power of the Company to repurchase
	Shares not exceeding 10% of the number of Shares in issue as at
	the date of passing the relevant resolution
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	Securities and Futures Ordinance (Chapter 571) of the Laws of
	Hong Kong, as amended from time to time
“Shares”	ordinary share(s) of US$0.00001 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)

– 2 –

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Substantial Shareholder(s)” has the same meaning ascribed to it under the Listing Rules “Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs, as amended from time to time “US$” United States dollars, the lawful currency of the United States “%” per cent

– 3 –

LETTER FROM THE BOARD

芯智控股有限公司 Smart-Core Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2166)

Executive Directors:

Mr. Tian Weidong (Chairman and Chief Executive Officer) Mr. Wong Tsz Leung (Chief Financial Officer) Mr. Liu Hongbing Mr. Xie Yi

Registered office: Maples Corporate Services Limited PO Box 309 Ugland House Grand Cayman KY1–1104 Cayman Islands

Independent non-executive Directors:

Mr. Zheng Gang Mr. Tang Ming Je Mr. Wong Hon Kit

Principal place of business in

Hong Kong:

30/F, Enterprise Square Two 3 Sheung Yuet Road Kowloon Bay, Kowloon Hong Kong

12 April 2017

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; PROPOSED RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information relating to (i) the proposed grant of the Issue Mandate and the Repurchase Mandate; and (ii) the proposed re-election of retiring Directors at the AGM; and to provide Shareholders with the notice of the AGM.

At the AGM, resolutions, amongst others, will be proposed for the Shareholders to approve (i) the proposed grant of the Issue Mandate and the Repurchase Mandate; (ii) the proposed re-election of retiring Directors.

– 4 –

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution will be proposed to grant to the Directors a general mandate to allot, issue or deal with Shares not exceeding 20% of the number of Shares in issue as at the date of passing such resolution. As at the Latest Practicable Date, a total of 500,000,000 Shares were in issue. Subject to the passing of the relevant resolution granting the Issue Mandate and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and up to the date of the AGM, the Company may, under the Issue Mandate, issue a maximum of 100,000,000 Shares.

The Issue Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the end of the period within which the Company is required by the Articles of Association or any applicable laws of Cayman Islands to hold its next annual general meeting; or (c) the date on which such authority is revoked or varied by ordinary resolution(s) of the Shareholders in general meeting of the Company.

In addition, if the Repurchase Mandate, as described below, is granted, a separate ordinary resolution will be proposed at the AGM to increase the number of Shares which may be allotted and issued under the Issue Mandate by the number of Shares repurchased under the Repurchase Mandate (up to a maximum of 10% of the number of Shares in issue as at the date of the grant of the Issue Mandate).

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will also be proposed to grant to the Directors a general mandate to exercise all powers of the Company to repurchase, on the Stock Exchange or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the number of Shares in issue as at the date of passing such resolution.

As at the Latest Practicable Date, a total of 500,000,000 Shares were in issue. Subject to the passing of the relevant resolution granting the Repurchase Mandate and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and up to the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 50,000,000 Shares.

The Repurchase Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the end of the period within which the Company is required by the Articles of Association or any applicable laws of Cayman Islands to hold its next annual general meeting; or (c) the date on which such authority is revoked or varied by ordinary resolution(s) of the Shareholders in general meeting of the Company.

– 5 –

LETTER FROM THE BOARD

An explanatory statement as required under the Listing Rules, containing all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution for approving the Repurchase Mandate at the AGM, is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

Pursuant to Article 16.2 of the Articles of Association, any Director appointed by the Board either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting.

Pursuant to Article 16.18 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years.

Accordingly, all the Directors, namely, Mr. Tian Weidong, Mr. Wong Tsz Leung, Mr. Liu Hongbing, Mr. Xie Yi, Mr. Zheng Gang, Mr. Tang Ming Je and Mr. Wong Hon Kit, indicated that they intend to retire at the AGM. All of the retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Details of the above retiring Directors who are standing for re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules. Separate resolutions will be prepared for the re-election of the Directors.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Crystal Room 3, Level B3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong, on Tuesday, 23 May 2017 at 10:00 a.m. is set out on pages 20 to 24 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate and the Repurchase Mandate to the Directors and the re-election of the retiring Directors.

The register of members will be closed from Thursday, 18 May 2017 to Tuesday, 23 May 2017 both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 17 May 2017.

– 6 –

LETTER FROM THE BOARD

FORM OF PROXY

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are intend to attend the AGM in person, you are requested to complete the form of proxy enclosed and return it to the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, in accordance with the instructions printed thereon 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 meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or at any adjournment meeting thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

VOTING BY POLL

Rule 13.39(4) of the Listing Rules requires that all votes of shareholders at a general meeting must be taken by poll except where the chairman of the meeting 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. The chairman of the AGM will therefore demand a poll for the ordinary resolutions to be put to the vote at the AGM pursuant to the Listing Rules.

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 Share held which is fully paid or credited as fully paid.

The results of the voting will be published on the website of the Stock Exchange (www.hkexnews.hk) and the Company’s website (www.smart-core.com.hk) after the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, include 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.

– 7 –

LETTER FROM THE BOARD

RECOMMENDATIONS

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

GENERAL

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

On behalf of the Board

Smart-Core Holdings Limited Tian Weidong Chairman and Executive Director

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This Appendix I serves as an explanatory statement, as required by Rule 10.06(1)(b) and other provisions of the Listing Rules, to provide requisite information as to the proposed Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASES OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and other stock exchange on which the securities of the company are listed and such exchange is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 500,000,000 Shares in issue. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased during the period from the Latest Practicable Date to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 50,000,000 Shares, being 10% of the number of Shares in issue as at the date of the passing of the relevant resolution at the AGM.

3. REASONS FOR SHARE REPURCHASE

The Directors have no present intention to repurchase any Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed, but consider that the ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or its earning per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

As compared with the financial position of the Company as at 31 December 2016 (as disclosed in its latest audited financial statements for the year ended 31 December 2016), the Directors consider that there would not be any material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchase were to be carried out in full during the proposed repurchase period. In the circumstances, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would have a material adverse impact on the working capital or gearing ratio of the Company.

– 9 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. FUNDING OF REPURCHASE

The Company is empowered by its memorandum of association and Articles of Association to repurchase its Shares. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Articles of Association and the Companies Law. Under the Companies Law, payment for a share repurchase by the Company may only be made out of profits or the proceeds of a new issue of Shares made for such purpose or out of capital of the Company. The amount of premium payable on a repurchase of Shares may only be paid out of either the profits or out of the share premium of the Company or out of capital of the Company.

In addition, under the Companies Law, payment out of capital by a company for the purchase by a company of its own shares is unlawful unless immediately following the date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business. In accordance with the Companies Law, the shares so repurchased would be treated as cancelled but the aggregate amount of authorized share capital would not be reduced.

5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is granted by the Shareholders.

No core connected person of the Company (as defined in the Listing Rules) 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 Repurchase Mandate is granted by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

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 and in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. EFFECT OF TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases when the Company exercises 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 (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge of the Directors, the Controlling Shareholders, namely Smart IC Limited and Mr. Tian Weidong together, control the exercise of approximately 52.50% voting rights in the general meeting of the Company.

In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of the Controlling Shareholders in the Company would increase to approximately 58.33% of the issued share capital of the Company. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

– 11 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. SHARE REPURCHASES BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

9. SHARE PRICES

The Shares are trading on the Stock Exchange and the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the following months up to the Latest Practicable Date are as follows:

	Highest	Lowest
	HK$	HK$
2016
October (from the Listing Date)	1.89	1.70
November	2.21	1.72
December	2.03	1.83
2017
January	1.96	1.80
February	1.99	1.85
March	2.01	1.80
April (up to the Latest Practicable Date)	1.95	1.91

– 12 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

DIRECTORS STANDING FOR RE-ELECTION

The biographical details of the retiring Directors proposed to be re-elected at the AGM are set out below:

Executive Directors

Mr. Tian Weidong (田衛東先生)

Mr. Tian Weidong , aged 50, is the chairman of the Board, an executive Director and chief executive officer of the Company. He is the founder of the Group and has been leading the Group for over 11 years. Mr. Tian was appointed as a Director of the Company on 22 October 2015. He is also the chairman of the Company’s nomination committee and a member of the Company’s remuneration committee. Mr. Tian is responsible for overseeing the overall business strategy, development of projects, management and operations of the Group. Further, Mr. Tian is currently serving as a director of a number of subsidiaries of the Company, namely Smart-Core International Company Limited, Smart-Core Cloud Limited and Shenzhen Smart-Core Technology Co., Ltd. (“ SMC Technology SZ ”). He is also the sole director and sole shareholder of Smart IC Limited, a Controlling Shareholder of the Company.

Mr. Tian has more than 20 years’ experience in the semiconductor industry and its related distribution. He was the sales director of Shenzhen Dadong Electronics Co., Ltd. (which was principally engaged in sales of semiconductors) from October 1993 to June 1997 where he was in charge of the management of the sales team, formulation of sales and marketing strategies and maintenance of business partnerships with clients and suppliers. He was the sales manager of Trident Multimedia Technologies (Shanghai) Co., Ltd. (which was principally engaged in the design of IC products and the development of associated system software and application software) from December 1999 to March 2002 where he was in charge of sales and marketing.

Mr. Tian obtained a degree of Bachelor of Electronic Engineering from Xiamen University in July 1989 and a degree of Master of Business Administration from the National University of Singapore in March 2000.

As at the Latest Practicable Date, Mr. Tian, through his wholly owned company, Smart IC Limited, is deemed interested in 262,500,000 Shares (representing 52.5% of the issued share capital of the Company) within the meaning of Part XV of the SFO.

– 13 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr. Tian has entered into a service contract with the Company for a term of 3 years with effect from the Listing Date. His appointment is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Tian is not entitled to any annual director’s fee but is entitled to a bonus of such amount as the Board may determine in light of the business performance of the Company and his individual performance. Mr. Tian is entitled to the use of a company car which is, in the opinion of the Board, appropriate to his status and the Company will bear the relevant expenses incurred in relation to the company car. He is also entitled to participate in the Company’s share option scheme, share award scheme and pension scheme. For the year ended 31 December 2016, the total emoluments paid to Mr. Tian by the Group is approximately US$163,000 (including salaries and other benefits), which is determined with reference to his qualifications, duties and responsibilities with the Group and prevailing market conditions.

Mr. Wong Tsz Leung (黃梓良先生)

Mr. Wong Tsz Leung , aged 53, is an executive Director and chief financial officer of the Company. He was appointed as a Director of the Company on 22 October 2015. Mr. Wong joined the Group in March 2007 and subsequently promoted to the vice general manager. Mr Wong is responsible for overseeing the overall strategy and responsible for the financial operations and management of the Group. He is also the sole director and sole shareholder of Insight Limited, a substantial shareholder of the Company.

Mr. Wong has more than 20 years of experience in business management. Prior joining the Group, Mr. Wong was the financial controller of OSSIMA Publishing Group Limited (which was engaged in travel media business) from January 1995 to September 2005. Mr. Wong obtained a degree of Master of Business Administration from University of Wales via its distance learning program in December 2011.

Mr. Wong was a director of Samsung Drycleaning Company Limited, a private company limited by shares which was dissolved by way of striking off on 19 September 2003. Mr. Wong was also director of The Golden Key Hotels of the World Limited, a private company limited by shares which was dissolved by way of deregistration on 17 June 2005. Mr. Wong confirmed that the aforementioned companies were solvent at the time of dissolution by striking off or deregistration and that no misconduct or misfeasance on his part as director led to the companies’ dissolution, nor is he aware of any actual or potential claim that has been or will be made against him as a result of the dissolutions.

As at the Latest Practicable Date, Mr. Wong, through his wholly owned company, Insight Limited, is deemed interested in 112,500,000 Shares (representing 22.5% of the issued share capital of the Company) within the meaning of Part XV of the SFO.

– 14 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr. Wong has entered into a service contract with the Company for a term of 3 years with effect from the Listing Date. His appointment is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Wong is not entitled to any annual director’s fee but is entitled to a bonus of such amount as the Board may determine in light of the business performance of the Company and his individual performance. Mr. Wong is entitled to the use of a company car which is, in the opinion of the Board, appropriate to his status and the Company will bear the relevant expenses incurred in relation to the company car. He is also entitled to participate in the Company’s share option scheme, share award scheme and pension scheme. For the year ended 31 December 2016, the total emoluments paid to Mr. Wong by the Group is approximately US$134,000 (including salaries and other benefits), which is determined with reference to his qualifications, duties and responsibilities with the Group and prevailing market conditions.

Mr. Liu Hongbing (劉紅兵先生)

Mr. Liu Hongbing , aged 50, is an executive Director of the Company. He was appointed as a Director of the Company on 22 October 2015. Mr. Liu joined SMC Technology SZ in February 2007 and acted as the manager of the development department and was subsequently promoted to vice general manager. Mr. Liu is responsible for overseeing the overall strategy and responsible for the research and development matters of the Group. Further, Mr. Liu is currently serving as an alternate director to Mr. Tian Weidong in Smart-Core International Company Limited, as well as an executive director of Shenzhen Smart-Core Cloud Technology Co., Ltd.. Both Smart-Core International Company Limited and Shenzhen Smart-Core Cloud Technology Co., Ltd. are subsidiaries of the Company.

Mr. Liu has more than 20 years’ experience in the electronic engineering industry. Prior to joining our Group, He was the engineer of Hebei Tengfei Electronics Co., Ltd. (which was principally engaged in the design, manufacturing and sales of LCD TVs and other electronic appliances) from October 1993 to May 1999 and was the senior engineer of Shenzhen Zhong Tian Xin Electrical Technologies Co., Ltd. (which was principally engaged in the design, manufacturing and sales of electronic products including LED products, LCD TVs and audio devices) from June 1999 to January 2007. Mr. Liu obtained a degree of Bachelor of Physics from Shandong University in July 1988 and a degree of Executive Master of Business Administration from The Chinese University of Hong Kong in November 2015.

– 15 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr. Liu has entered into a service contract with the Company for a term of 3 years with effect from the Listing Date. His appointment is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Liu is not entitled to any annual director’s fee but is entitled to a bonus of such amount as the Board may determine in light of the business performance of the Company and his individual performance. Mr. Liu is entitled to the use of a company car which is, in the opinion of the Board, appropriate to his status and the Company will bear the relevant expenses incurred in relation to the company car. He is also entitled to participate in the Company’s share option scheme, share award scheme and pension scheme. For the year ended 31 December 2016, the total emoluments paid to Mr. Liu by the Group is approximately US$120,000 (including salaries and other benefits), which is determined with reference to his qualifications, duties and responsibilities with the Group and prevailing market conditions.

Mr. Xie Yi (謝藝先生)

Mr. Xie Yi , aged 45, is an executive Director of the Company. Mr. Xie was appointed as a Director of the Company on 16 March 2016. He joined SMC Technology SZ in May 2008 and acted as the manager of the mobile phone business division. In September 2012, Mr. Xie was appointed as the assistant to the general manager where he was responsible for assisting the general manager in respect of internal management of the sales centers. Mr. Xie has become the head of the e-commerce platform since August 2015. He is responsible for overseeing the operations of the e-commerce platform of the Group.

Mr. Xie has more than 20 years of experience in the electronic technology industry. He joined Xiaxin Electronics Co. Ltd. (夏新電子股份有限公司) from January 2001 to December 2005. He later joined Kuanda (Xiamen) Communication Technologies Co. Ltd. (寬大（廈門）通訊技術有限公司) from January 2007 to February 2008. Mr. Xie graduated from the Department of Physics at Xiamen University in July 1995.

Mr. Xie has entered into a service contract with the Company for a term of 3 years with effect from the Listing Date. His appointment is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Xie is not entitled to any annual director’s fee but is entitled to a bonus of such amount as the Board may determine in light of the business performance of the Company and his individual performance. Mr. Xie is entitled to the use of a company car which is, in the opinion of the Board, appropriate to his status and the Company will bear the relevant expenses incurred in relation to the company car. He is also entitled to participate in the Company’s share option scheme, share award scheme and pension scheme. For the year ended 31 December 2016, the total emoluments paid to Mr. Xie by the Group is approximately US$85,000 (including salaries and other benefits), which is determined with reference to his qualifications, duties and responsibilities with the Group and prevailing market conditions.

– 16 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Independent non-executive Directors

Mr. Zheng Gang (鄭鋼先生)

Mr. Zheng Gang , aged 49, is an independent non-executive Director of the Company. Mr. Zheng has been the executive director of Hua Xia Healthcare Holdings Limited, a company listed on the Stock Exchange (stock code: 8143) since August 2007. Mr. Zheng had also been appointed as the independent non-executive director of China Internet Investment Finance Holdings Limited (formerly known as Opes Asia Development Limited), a company listed on the Stock Exchange (stock quote: 810) from July 2012 to May 2013. Mr. Zheng has extensive experience in management in the finance and investment industry. Mr. Zheng obtained a degree of Bachelor of Electronic Engineering from Xiamen University in July 1989 and a degree of Master of Business Administration from University of Wales in April 1994.

Mr. Zheng has entered into an appointment letter with the Company for a term of 3 years with effect from the Listing Date. His appointment is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Zheng is entitled to a director’s fee of HK$280,000 per annum. For the year ended 31 December 2016, the total emoluments paid to Mr. Zheng by the Group is approximately US$27,000, which is determined with reference to his qualifications, duties and responsibilities with the Group and prevailing market conditions.

Mr. Tang Ming Je (湯明哲先生)

Mr. Tang Ming Je , aged 63, is an independent non-executive Director of the Company. Mr. Tang was an associate professor of the department of business administration of University of Illinois at UrbanaChampaign from August 1991 to August 1995, a visiting associate professor of Hong Kong University of Science and Technology in 4 January 1994 to January 1995 and a professor of department of industrial administration of Chang Gung University from December 1994 to August 1996. He held various positions in National Taiwan University, including Professor of the department of international business since August 1996, founding executive director of the executive master of business administration program from August 1997 to July 1999, director of the division of professional development from March 1998 to July 2004 and vice president for finance from August 2007 to May 2014. Mr. Tang obtained a degree of Bachelor of Civil Engineering from National Taiwan University in June 1975 and a degree of Doctor of Philosophy from Massachusetts Institute of Technology in September 1985. Mr. Tang has been an independent director of Fubon Financial Holding Co., Ltd., a company listed on the Taiwan Stock Exchange (stock code: 2881) since June 2014.

– 17 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr. Tang has entered into an appointment letter with the Company for a term of 3 years with effect from the Listing Date. His appointment is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Tang is entitled to a director’s fee of HK$280,000 per annum. For the year ended 31 December 2016, the total emoluments paid to Mr. Tang by the Group is approximately US$27,000, which is determined with reference to his qualifications, duties and responsibilities with the Group and prevailing market conditions.

Mr. Wong Hon Kit (黃漢傑先生)

Mr. Wong Hon Kit , aged 50, is an independent non-executive Director of our Company. Mr. Wong Hon Kit has been the independent non-executive director of Wanjia Group Holdings Limited, a company listed on the Stock Exchange (stock code: 401), since 11 April 2013. He was also a non-executive director of Shaanxi Northwest New Technology Industry Company Limited, a company listed on the Stock Exchange (stock code: 8258) from September 2012 to August 2014.

Mr. Wong Hon Kit has over 15 years of experience in the corporate finance industry. He has held various positions, including chief financial officer, director and company secretary in different companies in Hong Kong, where he has experience in handling corporate finance transactions such as mergers and acquisitions, capital fund raising and restructuring. He is the responsible officer of Greater China Paxwell Limited, a company providing corporate financial advisory services, from September 2013 to March 2015. Mr. Wong was appointed as a Director of Greater China Paxwell Limited since January 2017 where he was responsible supervising type-6 regulated activities under SFO including corporate finance, internal control and risk management. He was also responsible for overseeing the daily operations of the said company.

Mr. Wong obtained a Diploma in Accounting from Hong Kong Shue Yan University in July 1991. Mr. Wong currently is a Certified Public Accountant in Hong Kong and is the member of Hong Kong Institute of Certified Public Accountants.

Mr. Wong has entered into an appointment letter with the Company for a term of 3 years with effect from the Listing Date. His appointment is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Wong is entitled to a director’s fee of HK$280,000 per annum. For the year ended 31 December 2016, the total emoluments paid to Mr. Wong by the Group is approximately US$27,000, which is determined with reference to his qualifications, duties and responsibilities with the Group and prevailing market conditions.

– 18 –

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

GENERAL

Save as disclosed above, as at the Latest Practicable Date, each of the Directors have confirmed for himself that he:

• (a) did not hold any directorship in other listed public companies in the last three years;

• (b) did not hold any other positions with the Company or any member of the Group;

• (c) did not have any relationship with any other Director, senior management, substantial shareholder or Controlling Shareholders; and

• (d) had no interests in the Shares which are required to be disclosed under Part XV of the SFO.

Save as disclosed herein, the Board is not aware of any other matters which need to be brought to the attention of the Shareholders or any other information which is required to be disclosed under paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

• denotes an English translation of a Chinese name and is for identification only.

– 19 –

NOTICE OF THE AGM

芯智控股有限公司 Smart-Core Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2166)

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “ AGM ”) of Smart-Core Holdings Limited (the “ Company ”) will be held at Crystal Room 3, Level B3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong, on Tuesday, 23 May 2017 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements and the reports of directors (the “ Directors ”) and the auditors of the Company and its subsidiaries (the “ Group ”) for the year ended 31 December 2016.

2. (a) To re-elect Mr. Tian Weidong as an executive Director;

3. (b) To re-elect Mr. Wong Tsz Leung as an executive Director;

4. (c) To re-elect Mr. Liu Hongbing as an executive Director;

5. (d) To re-elect Mr. Xie Yi as an executive Director;

6. (e) To re-elect Mr. Zheng Gang as an independent non-executive Director;

7. (f) To re-elect Mr. Tang Ming Je as an independent non-executive Director; and

8. (g) To re-elect Mr. Wong Hon Kit as an independent non-executive Director.

9. To authorize the board of Directors to fix the Directors’ remuneration.

10. To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and authorize the board of Directors to fix their remuneration.

– 20 –

NOTICE OF THE AGM

To consider and, if thought fit, pass the following resolutions as an ordinary resolutions of the Company

1. “ THAT :

2. (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional ordinary shares of US$0.00001 in the share capital of the Company (the “ Shares ”) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) shall be in addition to any other authorization given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to:

   • (i) a Rights Issue (as hereinafter defined);

   • (ii) the grant or exercise of any option granted under any share option scheme or similar arrangement (including the grant and vesting of awards pursuant to any share award scheme) of the Company for the time being adopted for the grant or issue to directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire Shares of the Company; or

   • (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the articles of association of the Company, or

   • (iv) an issue of Shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing warrants or securities of the Company which carry rights to subscribe for or are convertible into Shares of the Company,

shall not exceed 20% of the number of Shares in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

– 21 –

NOTICE OF THE AGM

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from 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 or any applicable laws to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution(s) of the Company in general meeting; and

“ Rights Issue ” means an offer of shares open for a period fixed by the Directors to holders of ordinary shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory outside Hong Kong).

1. “ THAT :

2. (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company 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, subject to and in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or any other stock exchange as amended from time to time and all applicable laws in this regard, be and is hereby generally and unconditionally approved;

3. (b) the aggregate number of shares of the Company authorised to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

– 22 –

NOTICE OF THE AGM

• (c) for the purposes of this resolution,

“ Relevant Period ” means the period from 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 or any applicable laws to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by way of ordinary resolution(s) of the Company in general meeting.”

• “ THAT conditional upon the passing of ordinary resolutions Nos. 5 and 6 above, the general mandate to the Directors pursuant to resolution No. 5 be and is hereby extended by the addition thereto of an amount representing the number of Shares repurchased by the Company under the authority granted pursuant to the resolution No. 6, provided that such amount shall not exceed 10% of the number of Shares in issue as at the date of passing this resolution.”

Yours faithfully,

On behalf of the Board

Smart-Core Holdings Limited Tian Weidong

Chairman and Executive Director

Hong Kong, 12 April 2017

– 23 –

NOTICE OF THE AGM

Notes:

• (1) A member entitled to attend and vote at the above meeting may appoint one or, if he holds two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

• (2) Where there are joint holders of any Share, any one of such joint holder may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the AGM, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (3) In order to be valid, a form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof shall be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. The proxy form will be published on the website of the Stock Exchange.

• (4) The register of members of the Company will be closed from Thursday, 18 May 2017 to Tuesday, 23 May 2017 both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 17 May 2017.

• (5) The completion of a form of proxy will not preclude you from attending and voting at the AGM in person should you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.

• (6) In respect of ordinary resolution 2, the board of Directors proposes that all the retiring Directors namely, Mr. Tian Weidong, Mr. Wong Tsz Leung, Mr. Liu Hongbing and Mr. Xie Yi, Mr. Zheng Gang, Mr. Tang Ming Je and Mr. Wong Hon Kit be re-elected as Directors. The particulars of these Directors are set out in Appendix II to the circular to the shareholders dated 12 April 2017.

– 24 –