Technovator International Limited — AGM Information 2016

Apr 12, 2016

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 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 Technovator International 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.

Technovator

TECHNOVATOR INTERNATIONAL LIMITED 同方泰德國際科技有限公司[*]

(incorporated in Singapore with limited liability)

(Stock Code: 1206)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, DECLARATION OF SPECIAL DIVIDEND

AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Technovator International Limited to be held at Unit 806–810, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong at 11:00 a.m. on Friday, 13 May 2016 is set out on pages 20 to 24 of this circular.

Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible 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 commencement of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

12 April 2016

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Special Dividend and Closure of Register of Members . . . . . . . . . . . . . .	6
Voting by poll at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II — Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

– i –

DEFINITIONS

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

• “2015 Annual Report”

• the annual report of the Company for the financial year ended 31 December 2015 dispatched to the Shareholders together with this circular

• “Annual General Meeting” or “AGM”

• the annual general meeting of the Company to be held at Unit 806–810, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong at 11:00 a.m. on Friday, 13 May 2016 or any adjournment thereof

• “Articles”

• the articles of association of the Company adopted on 8 September 2011 and as amended from time to time

• “Associate(s)”

• has the meaning ascribed to it under the Listing Rules

• “Board”

• the board of Directors

• “Company”

• Technovator International Limited (formerly known as Technovator Int Private Ltd. and Technovator Int Limited), a limited liability company incorporated in Singapore and the issued Shares of which are listed on the Stock Exchange

• “Connected Person(s)”

• has the meaning ascribed to it under the Listing Rules

• “Director(s)”

• director(s) of the Company

• “Extension Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to the effect that the aggregate number of the Shares which may be allotted and issued under the Issue Mandate may be extended by an addition of an amount representing the aggregate number of Shares repurchased under the Repurchase Mandate

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

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

• “HK$” and “HK cents”

• Hong Kong dollars and cents respectively, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

• “Issue Mandate”

• a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with unissued Shares with an aggregate number of Shares not exceeding 20% of the total number of Shares of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting

• “Latest Practicable Date”

• 31 March 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules”

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

• “Notice”

• the notice convening the Annual General Meeting as set out on pages 20 to 24 of this circular

• “PRC”

• the People’s Republic of China excluding, for the purpose of this circular, 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 the Shares on the Stock Exchange with an aggregate number of Shares not exceeding 10% of the total number of Shares of the Company in issue as at the date of passing the relevant resolution at the Annual General Meeting

• “RMB”

• Renminbi, the lawful currency of the PRC

• “SFO”

• The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary share(s) in the capital of the Company

• “Shareholder(s)”

• holder(s) of the Shares

• “Singapore Companies Act”

• the Companies Act (Cap. 50) of Singapore as amended, supplemented, or otherwise modified from time to time

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

• Hong Kong Code on Takeovers and Mergers and Share Buy-backs

“%”

per cent.

– 2 –

LETTER FROM THE BOARD

Technovator

TECHNOVATOR INTERNATIONAL LIMITED 同方泰德國際科技有限公司[*]

(incorporated in Singapore with limited liability)

(Stock Code: 1206)

Executive Directors: Mr. Zhao Xiaobo (Chief Executive Officer) Mr. Seah Han Leong

Non-executive Director: Mr. Liu Tianmin Mr. Wang Yinghu Mr. Fan Xin (Chairman)

Independent non-executive Directors: Mr. Fan Ren Da Anthony Mr. Chia Yew Boon Ms. Chen Hua

Registered office: 66 Tannery Lane #04-10/10A Sindo Industrial Building Singapore 347805

Principal place of business in Hong Kong: Unit 806–810 Bank of America Tower 12 Harcourt Road Central Hong Kong 12 April 2016

Dear Shareholders,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, DECLARATION OF SPECIAL DIVIDEND AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purpose of this circular is to provide you with information regarding the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate (collectively the “ Mandates ”), the re-election of the relevant Directors, the declaration of a special dividend and to seek your approval of the resolutions to these matters at the Annual General Meeting.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution pursuant to Section 161 of the Singapore Companies Act will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to allot, issue and deal with unissued Shares with an aggregate number of Shares not exceeding 20% of the total number of Shares of the Company in issue as at the date of passing of the relevant resolution at the Annual General Meeting. As at the Latest Practicable Date, a total of 797,072,189 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 159,414,437 Shares.

REPURCHASE MANDATE

At the Annual General Meeting, an ordinary resolution pursuant to Section 76E of the Singapore Companies Act will be proposed to grant to the Directors a general and unconditional 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, the aggregate number of Shares not exceeding 10% of the total number of Shares of the Company in issue as at the date of passing of the relevant resolution at the Annual General Meeting.

Under the Singapore Companies Act and the Listing Rules, the Company is required to give to its Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

EXTENSION MANDATE

In addition, an ordinary resolution will also be proposed at the Annual General Meeting to extend the Issue Mandate by an addition of an amount representing the aggregate number of Shares repurchased under the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of the Singapore to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders of the Company in a general meeting.

– 4 –

LETTER FROM THE BOARD

THE ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 20 to 24 of this circular.

The 2015 Annual Report incorporating the audited consolidated financial statements of the Group for the year ended 31 December 2015 and the reports of the Directors and the auditors thereon are dispatched to the Shareholders together with this circular.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible 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 commencement of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

RE-ELECTION OF DIRECTORS

According to Article 104 of the Articles, at each annual general meeting, one third of the Directors for the time being (or if their number is not a multiple of three, then the number nearest to but not greater than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years.

In addition, in accordance with Article 108 of the Articles, Mr. Wang Yinghu, who was appointed as non-executive Director on 16 November 2015, holds office until the forthcoming annual general meeting and being eligible, would offer himself for re-election.

As such, Mr. Liu Tianmin, Mr. Chia Yew Boon and Mr. Wang Yinghu will retire, being eligible, offer themselves for re-election. Particulars of each of them are set out in Appendix II of this circular.

The nomination committee of the Company recommended the re-election of Mr. Liu Tianmin, Mr. Chia Yew Boon and Mr. Wang Yinghu as Directors at the Annual General Meeting to be held on 13 May 2016. Mr. Chia Yew Boon, an independent non-executive Director of the Company, has confirmed independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The nomination committee of the Company is also responsible for, inter alia, assessing the independence of independent non-executive Directors. On 22 March 2016, the nomination committee assessed and reviewed the individual independent non-executive Director’s annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules, and affirmed that all independent non-executive Directors including, Mr. Chia Yew Boon, remained independent.

– 5 –

LETTER FROM THE BOARD

As a good corporate governance practice, Mr. Liu Tianmin, Mr. Chia Yew Boon and Mr. Wang Yinghu each abstained from voting on the respective propositions of their recommendations for election by Shareholders.

THE SPECIAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

As stated in the announcement issued by the Company dated 22 March 2016 relating to the annual results of the Group for the year ended 31 December 2015, the Board recommended the payment of a special dividend of RMB0.10 per Share (the “ Special Dividend ”) to Shareholders whose names appear on the register of members of the Company on Friday, 20 May 2016. The Special Dividend will be paid in Hong Kong dollars, the amount of which will be calculated by reference to the middle rate published by People’s Bank of China for the conversion of RMB into Hong Kong dollars as at the date of the Annual General Meeting, 13 May 2016. The proposed Special Dividend is subject to approval by the Shareholders at the Annual General Meeting and a resolution will be proposed to the Shareholders for voting at the Annual General Meeting. If the resolution for the proposed Special Dividend is passed at the Annual General Meeting, the proposed Final Dividend will be payable on or about 10 June 2016.

For the purpose of determining shareholders who qualify for the proposed Special Dividend, the register of members will be closed from Thursday, 19 May 2016 to Friday, 20 May 2016, both dates inclusive. In order to qualify for the proposed Special Dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Wednesday, 18 May 2016.

VOTING BY POLL AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules and Article 71 of the Articles, all votes of the Shareholders at the Annual General Meeting must be taken by poll.

RECOMMENDATION

The Directors believe that the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, the re-election of Directors and the declaration of the Special Dividend named above are beneficial to the Company and the Shareholders as a whole.

Accordingly, the Directors recommend our Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

– 6 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

In order to determine the entitlement to attend and vote at the Annual General Meeting, the transfer books and register of members of the Company will be closed from Wednesday, 11 May 2016 to Friday, 13 May 2016, both days inclusive, during which period no transfer of Shares in the Company will be effected. The record date for entitlement to attend and vote at the AGM is Friday, 13 May 2016. In order to be eligible to attend and vote at the forthcoming AGM of the Company to be held on 13 May 2016, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Tuesday, 10 May 2016.

Yours faithfully, For and on behalf of the Board of Technovator International Limited Fan Xin Chairman

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information as to the proposed Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised 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 797,072,189 Shares in issue.

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 Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 79,707,218 Shares, which represents 10% of the total number of Shares of the Company as at the date of passing the resolution until the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of Singapore to be held; or

• (iii) revocation or variation by an ordinary resolution of the Shareholders of the Company in a general meeting.

3. REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

4. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for the purpose in accordance with the Articles and the Companies Law.

The Company will use internal sources of funds, external borrowings, or a combination of internal resources and external borrowings, to finance the Company’s purchase or acquisition of the Shares. In addition, the Directors will also consider the availability of external financing. However, in considering the option of external financing, the Directors will also consider the financial position of the Group, particularly the prevailing gearing level of the Group. The Directors will only make purchases or acquisitions of the Shares in circumstances that they believe will not result in any material adverse effect to the financial position of the Group.

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company (as compared with the position disclosed in the 2015 Annual Report). However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company.

5. 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 immediately preceding the Latest Practicable Date are as follows:

	Highest	Lowest
	HK$	HK$
March 2015	5.10	3.13
April 2015	8.00	4.55
May 2015	8.60	6.68
June 2015	8.60	5.94
July 2015	6.97	3.50
August 2015	6.05	3.84
September 2015	5.15	3.85
October 2015	5.49	4.65
November 2015	5.28	4.55
December 2015	5.12	4.36
January 2016	4.94	3.30
February 2016	3.65	3.18
March 2016 to the Latest Practicable Date	4.20	3.13

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

6. FINANCIAL EFFECTS OF THE SHARE REPURCHASE

Where the Company cancels any of the Shares it repurchased, the Company shall:

• (a) reduce the amount of its share capital where the Shares were purchased or acquired out of the capital of the Company;

• (b) reduce the amount of its profits where the Shares were purchased or acquired out of the profits of the Company; or

• (c) reduce the amount of its shares capital and profits proportionately where the Shares are purchased or acquired out of both the capital and the profits of the Company,

by the total amount of the purchase price paid by the Company for the Shares cancelled.

The financial effects on the Company arising from purchases or acquisitions of Shares which may be made pursuant to the Repurchase Mandate will depend, inter alia, on whether the Shares are purchased or acquired out of the profits and/or capital of the Company, the number of Shares purchased or acquired and the price paid for such Shares.

Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of profits, such consideration will correspondingly reduce the amount available for the distribution of cash dividends by the Company. Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of capital, the amount available for the distribution of cash dividends by the Company will not be reduced.

The Company shall not purchase its shares on the Stock Exchange if the purchase price is higher by 5% or more than the average closing market price for 5 preceding trading days on which its shares were traded on the Stock Exchange.

For illustrative purposes only:

Where the Shares purchased or acquired are cancelled, in a on-market purchase, assuming that the maximum price is HK$4.20 (“ Assumed Purchase Price ”), which is 5% above the average closing price of a Share as stated in the Stock Exchange’s daily quotation sheets for the 5 business days immediately preceding the Latest Practicable Date, the maximum amount of funds required for the purchase of up to 79,707,218 Shares (representing 10% of the total issued share capital of the Company as at the Latest Practicable Date), which is the maximum number of Shares the Company is able to

– 10 –

APPENDIX I

EXPLANATORY STATEMENT

purchase or acquire under and during the duration of the Repurchase Mandate, would be approximately HK$334,770,000. The financial effects of the purchase or acquisition on the financial position of the Company and the Group for the year ended 31 December 2015 are as follows:

(A) On-Market Purchases of up to 10% made entirely out of capital and cancelled

As at 31 December 2015 Share capital Reserves Accumulated profits/(losses) Non-controlling interests Total equity Current assets Current liabilities Working capital Total liabilities Number of shares (’000) Return on equity (%) Basic (loss)/earning per Share (cents) Gearing ratio Current ratio (times)	Company Before Share Purchase After On-Market Purchase RMB’000 RMB’000 1,246,989 966,420 79,512 79,512 528,840 528,840 – – 1,855,341 1,574,772 754,330 473,761 31,249 31,249 723,081 442,512 31,584 31,584 797,072 717,365 31% 37% 0.7316 0.8129 59.74 50.86 24.14 15.16	Group Before Share Purchase After On-Market Purchase RMB’000 RMB’000 1,246,989 966,420 (419,973) (419,973) 1,171,694 1,171,694 8,086 8,086 2,006,796 1,726,227 3,187,256 2,906,687 1,754,975 1,754,975 1,432,281 1,151,712 1,958,577 1,958,577 797,072 717,365 39% 45% 1.0680 1.1867 2.02 1.88 1.82 1.66

As at 31 December 2015, the Company and the Group had a balance of approximately RMB1,261,853,000 and RMB671,188,000 in cash and cash equivalents respectively. Assuming the repurchase of up to 79,707,218 Shares at the Assumed Repurchase Price, the Company’s and the Group’s cash reserve would be reduced by RMB280,569,000, and all other things remaining the same, the working capital and net assets of the Company and the Group would be reduced by the dollar value of the Shares purchased.

The purchase of the Shares would reduce the current assets and shareholders’ funds of the Company and the Group accordingly. The actual impact on the current ratio of the Company and the Group would depend on the number of Shares purchased and the price or prices at which the Shares are purchased.

The Company must comply with the solvency requirements set out in the Singapore Companies Act when proceeding with any share repurchase. For the purpose of the illustration above, as the Company has more liabilities than assets it would not be permitted to proceed with the share buyback under such circumstances.

– 11 –

APPENDIX I

EXPLANATORY STATEMENT

THE SHAREHOLDERS SHOULD NOTE THAT THE FINANCIAL EFFECTS SET OUT ABOVE ARE FOR ILLUSTRATION PURPOSES ONLY (BASED ON THE AFOREMENTIONED ASSUMPTIONS AND THE MOST RECENTLY AUDITED FINANCIAL STATEMENTS OF THE COMPANY.

7. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

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 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 knowledge of the Directors, the controlling shareholders (as defined in the Listing Rules) of the Company, namely 同方股 份有限公司 (Tsinghua Tongfang Co., Ltd) and Resuccess Investments Limited (the “ Controlling Shareholders* ”), together exercise and/or control the exercise of approximately 33.64% 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 direct and indirect shareholding of the Controlling Shareholders in the Company would increase to approximately 37.38% of the issued share capital of the Company. To the best knowledge and belief of the Directors, such increase will give rise to an obligation to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for the Controlling Shareholders to make a mandatory offer.

The Directors will not exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

8. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months preceding the Latest Practicable Date.

9. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their Associates has any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

* For identification purpose only

– 12 –

APPENDIX I

EXPLANATORY STATEMENT

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, the applicable laws of the Singapore and the regulations set out in the Articles.

No Connected Person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company nor has any such Connected Person undertaken not to sell any Shares held by him/her to the Company in the event that the Repurchase Mandate is granted.

– 13 –

APPENDIX II

RE-ELECTION OF DIRECTORS

1. LIST OF CANDIDATES

The biographical details of the Directors eligible for re-election at the Annual General Meeting are set out below:

Mr. Liu Tianmin (劉天民) , aged 54, was appointed as a non-executive director on 8 September 2011. Mr. Liu had over eight years of experience in strategic investments and portfolio management. In March 2003, he was appointed as the vice president of Tsinghua Tongfang Co., Ltd. (“ THTF ”) and general manager of “Digital TV System” Division, one of the divisions of THTF. Such division stresses on enhancing technological products and services on digital television network and Mr. Liu was responsible for strategic investment and management of extensive portfolio of companies with business covering information technology, new media, internet, broadcasting services, telecommunication and information technologies equipment such as Beijing Tongfang Ehero Co., Ltd (北京同 方易豪科技有限公司), Beijing Tsinghua Tongfang Innovative Investment Co., Ltd. (北京同 方創新投資有限公司), Know China International Holdings Limited (知網國際控股有限公 司), Beijing Tongfang Legend Silicon Tech. Co., Ltd (北京同方淩訊科技有限公司) and Beijing Tongfang Gigamega Tech Co., Ltd (北京同方吉兆科技有限公司).

Mr. Liu left THTF in 2009 and subsequently joined SB China Venture Capital (軟銀中 國創業投資有限公司) as Managing Partner in November 2009. Established in 2000, SB China Venture Capital is a one of the top 10 venture capital firms in China as ranked by CNB Weekly in 2009. Mr. Liu’s previous experience in investing in technological fields has allowed him to manage SBCVC’s related funds.

Mr. Liu is also the independent non-executive director of Neo-Neon Holdings Limited (stock code: 1868). Neo-Neon Holdings Limited is listed on the Main Board of the Hong Kong Stock Exchange. Save as disclosed above, Mr. Liu did not hold any office of directorships in any listed public companies in the last three years other than that of the Company and has no other relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Liu Tianmin has entered into a service contract with the Company for an initial term of 1 year commencing from 27 October 2011 and will continue thereafter until terminated by not less than three month’s notice in writing served by either party on the other. Mr. Liu Tianmin’s emoluments recorded in the year ended 31 December 2015 was approximately RMB177,000, including salaries, allowances and benefits in-kinds and share-based payments, with reference to his experience and qualification.

As at the Latest Practicable Date, Mr. Liu Tianmin was interested in 500,000 underlying Shares, representing Shares which are subject to the exercise of options granted to Mr. Liu by the Company on 15 August 2014 under the share option scheme adopted by the Company on 18 May 2012. Save as aforementioned, Mr. Liu was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

– 14 –

APPENDIX II

RE-ELECTION OF DIRECTORS

Mr. Chia Yew Boon (謝有文) , aged 57, was appointed as an independent non-executive Director on 8 September 2011. He received his Diploma of Chemical Engineering from Université Louis-Pasteur Strasbourg-I, France in July 1983. Before entering the financial sector, Mr. Chia worked for the Economic Development Board of the Singapore government in various capacities from 1985 to 1990. He then spent eight years in equity research and corporate finance with regional investment banks from 1990 to 1998. From 1999 to 2005, Mr. Chia served as the senior vice president at GIC Special Investments Pte Ltd, a subsidiary of the Government of Singapore Investment Corporation. From 2005 to 2007, he was the chief executive officer of EasyCall International Ltd, a company involved in tertiary education in China and Australia, which was previously listed on the ASX Limited (Australian Securities Exchange) and Singapore Stock Exchange Limited, and a director of strategic planning at Boustead Singapore Limited, an engineering and information technology services company whose shares are listed and traded on the Singapore Stock Exchange Limited. Since April 2007, he has been an independent private equity and venture capital consultant

Mr. Chia Yew Boon has entered into a service contract with the Company for an initial term of 1 year commencing from 27 October 2011 and will continue thereafter until terminated by not less than three months’ notice in writing served by either party on the other. Mr. Chia Yew Boon’s emoluments recorded in the year ended 31 December 2015 was approximately RMB290,000, including salaries, allowances and benefits in-kinds and share-based payments, with reference to his experience and qualification. Save as disclosed above, Mr. Chia did not hold any office of directorships in any listed public companies in the last three years other than that of the Company and has no other relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Chia was interested in 500,000 underlying Shares, representing Shares which are subject to the exercise of options granted to Mr. Chia by the Company on 15 August 2014 under the share option scheme adopted by the Company on 18 May 2012. Save as aforementioned, Mr. Chia was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Wang Yinghu (王映滸) , aged 41, was appointed as a non-executive director with effect from 16 November 2015. Mr. Wang joined THTF, a company listed on the Shanghai Stock Exchange (stock code: 600100), in 2008. He held several positions including the Chief Manager of Audit Department (審計部總經理), Chief Manager of Finance Department (財務部總經理) of THTF and is currently the Vice Chief Accountant cum Chief Manager of Finance Department (副總會計師兼財務部總經理) of THTF. He has almost 20 years of experience in the areas of accounting, audit and financial management, where he was employed by Shine Wing Certified Public Accountants (信永中和會計師事務所) and was a Senior Auditor (高級審計員), Senior Project Manager (高級項目經理) and Assistant Manager of Audit Department (審計部副經理). He is a Senior Accountant (高級會計師), a member of the Chinese Institute of Certified Public Accountants (CICPA), and a Certified Internal Auditor (CIA). He graduated with a bachelor’s degree in Transport Economics (運 輸經濟) from Beijing Jiaotong University (北方交通大學, currently known as 北京交通大 學).

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APPENDIX II

RE-ELECTION OF DIRECTORS

Mr. Wang has entered into a service contract with the Company on 16 November 2015 for a term of 1 year, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

Mr. Wang’s emoluments recorded in the year ended 31 December 2015 was approximately RMB22,000, including salaries, allowances and benefits in-kinds and share-based payments, with reference to his experience and qualification.

Save as disclosed above, Mr. Wang did not hold any office of directorships in any listed public companies in the last three years other than that of the Company and has no other relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Wang was not interested or deemed to be interested in any Shares or underlying Shares of the Company pursuant to Part XV of the Securities and Futures Ordinance.

Save as disclosed herein, none of the above Directors have any information which is required to be disclosed under Rules 13.51(2) of the Listing Rules and there are no other matters relating to the re-election of the above Directors that need to be brought to the attention of the Shareholders.

2. NOMINATIONS BY SHAREHOLDERS

Shareholders are invited to elect up to 3 Directors at the AGM to fill the vacancies available following the retirement of Mr. Liu Tianmin, Mr. Chia Yew Boon and Mr. Wang Yinghu. According to Section 104 of the Articles, all Directors, except for managing or joint managing Director (or an equivalent office), shall retire from office at least once every three years.

Section 107 of the Articles provides that no person, other than a Director retiring at the meeting of the Company and who is recommended by the Directors for re-election, shall be eligible for appointment as a Director at any general meeting, unless not less than 11 clear days before the day appointed for the meeting there shall have been left at the registered office of the Company notice in writing signed by some Shareholder duly qualified to attend and vote at the meeting for which such notice is given of his/her intention to propose such person for election and also notice in writing duly signed by the nominee giving his/her consent to the nomination and signifying his/her candidature for the office or the intention of such Shareholder to propose him/her, provided that the period for lodgment of such notice shall commence on the day after the dispatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting. Provided that in the case of a person recommended by the Directors for election 9 clear days’ notice only shall be necessary and notice of each and every candidate for election shall be served on all Shareholders at least 7 clear days prior to the meeting at which the election is to take place.

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APPENDIX II

RE-ELECTION OF DIRECTORS

Accordingly, if a Shareholder wishes to nominate a person to stand for election as a Director, the following documents must be validly served on the registered office of the Company, namely (i) his/her notice of intention to propose a candidate for election; and (ii) a notice executed by the nominated candidate giving his/her consent to the nomination and signifying his/her candidature for the office or the intention of such Shareholder to propose him/her together with (A) that candidate’s information as required to be disclosed under Rule 13.51(2) of the Listing Rules and such other information, as set out in the below heading “Required information of the candidate(s) nominated by Shareholders”, and (B) the candidate’s written consent to the publication of his/her personal data.

In order to ensure Shareholders have sufficient time to receive and consider the information of the nominated candidate(s), Shareholders are urged to submit their proposals as early as practicable, preferably before 5:00 p.m. on Thursday, 28 April 2016 so that an announcement can be issued on or about Thursday, 28 April 2016 and a supplemental circular containing information of the candidate(s) proposed by Shareholders can be despatched to Shareholders as soon as practicable on or about Friday, 29 April 2016.

Required information of the candidate(s) nominated by Shareholders

In order to enable Shareholders to make an informed decision on their election of Directors, in addition to the above described notice of intention to propose a candidate for election by a Shareholder, the Shareholder or the nominated candidate should provide the following information:

• (a) full name and age;

• (b) positions held with the Company and/or other members of the Group (if any);

• (c) experience including (i) other directorships held in the past 3 years in public companies of which the securities are listed on any securities market in Hong Kong and overseas, and (ii) other major appointments and professional qualifications;

• (d) current employment and such other information (which may include business experience and academic qualifications) of which Shareholders should be aware of, pertaining to the ability or integrity of the candidate;

• (e) length or proposed length of service with the Company;

• (f) relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, or an appropriate negative statement;

• (g) interests in Shares within the meaning of Part XV of the SFO, or an appropriate negative statement;

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APPENDIX II

RE-ELECTION OF DIRECTORS

• (h) a declaration made by the nominated candidate in respect of the information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, or an appropriate negative statement to that effect where there is no information to be disclosed pursuant to any of such requirements nor there are any other matters relating to that nominated candidate’s standing for election as a Director that should be brought to Shareholders’ attention; and

• (i) contact details.

The Shareholder proposing the candidate will be required to read out aloud the proposed resolution, as set out under “Resolutions and Voting” below, at the AGM.

3. RESOLUTIONS AND VOTING

According to the note to code provision E1.1 of the Appendix 14 to the Listing Rules and Section 150 of the Singapore Companies Act, there must be a separate resolution for nomination of persons as directors.

There will be 3 Director vacancies to be filled at the AGM following the retirement of Mr. Liu Tianmin, Mr. Chia Yew Boon and Mr. Wang Yinghu. If there are more than 3 candidates standing for election at the AGM, each resolution proposing that a candidate be appointed as a Director will provide for a method to determine which 3 candidates shall be elected as Directors as follows:

“THAT subject to the number of net votes cast in relation to this resolution (net votes being votes cast in favour minus votes cast against this resolution) being among the 3 highest number of net votes cast on each of the resolutions for the appointment of a person as a director of the Company at the AGM to be held on 13 May 2016 or on the date of its adjournment (where applicable), name of candidate be and is hereby appointed as a director of the Company with effect from the conclusion of the AGM held on 13 May 2016, provided that if any 3 or more of such resolutions record the same number of net votes (the “Tied Resolutions”), the ranking of the Tied Resolutions from highest to lowest number of net votes shall be determined by the drawing of lots by the chairman of the meeting.”

If a resolution is passed (i.e, it has been carried by the majority of the votes cast on it), the candidate who is the subject of that resolution will be eligible to be elected a Director. On the other hand, if a resolution is not passed, the candidate who is the subject of that resolution will not be eligible to be elected a Director. If there are less than 3 resolutions passed by the majority of the votes cast, the Board may, pursuant to Section 108 of the Articles, appoint any person to fill the relevant vacancy or vacancies (as the case may be).

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APPENDIX II

RE-ELECTION OF DIRECTORS

Assuming a resolution is passed by the majority of the votes cast on it, the candidate who is the subject of that resolution will be elected to one of the 3 positions on the Board if the net votes cast in favour of his/her resolution is among within the top 3 resolutions passed in terms of net votes cast. Net votes cast are calculated by taking the votes cast in favour of a resolution and subtracting the votes cast against that resolution. In the event there is a tie in the net votes for 3 or more resolutions, the ranking of the Tied Resolutions from highest to lowest number of net votes cast shall be determined by the drawing of lots by the chairman of the meeting.

Therefore, if you wish to support a particular candidate, you should vote in favour of his/her resolution. If you do not wish to support a candidate, you may vote against his/ her resolution or abstain from voting. If you abstain from voting, you should note that your votes will not be counted when calculating the net votes cast in respect of the resolution for such candidate that you do not wish to support.

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NOTICE OF THE ANNUAL GENERAL MEETING

Technovator

TECHNOVATOR INTERNATIONAL LIMITED 同方泰德國際科技有限公司[*]

(incorporated in Singapore with limited liability)

(Stock Code: 1206)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Technovator International Limited (the “ Company ”) will be held at Unit 806–810, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong at 11:00 a.m. on 13 May 2016 to consider and, if thought fit, transact the following business:

ORDINARY RESOLUTIONS

1. to receive and consider the audited consolidated financial statements of the Company and its subsidiaries prepared under Hong Kong Financial Reporting Standards and the reports of the directors and the auditors of the Company for the year ended 31 December 2015;

2. to receive and consider the audited consolidated financial statements of the Company and its subsidiaries prepared under Singapore Financial Reporting Standards for the year ended 31 December 2015;

3. to approve the declaration and payment of a special dividend of RMB0.10 per share of the Company;

4. to re-elect Mr. Liu Tianmin as director of the Company;

5. to re-elect Mr. Chia Yew Boon as director of the Company;

6. to re-elect Mr. Wang Yinghu as director of the Company;

7. to authorise the board of directors of the Company to fix the remuneration of the Company’s directors;

8. to re-appoint KPMG as the auditor of the Company for the consolidated financial statements of the Company and its subsidiaries prepared under Hong Kong Financial Reporting Standards and to authorise the board of directors of the Company to fix their remuneration;

9. For identification purpose only

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NOTICE OF THE ANNUAL GENERAL MEETING

1. to re-appoint KPMG LLP as the auditor of the Company for the consolidated financial statements of the Company and its subsidiaries prepared under Singapore Financial Reporting Standards and to authorise the board of directors of the Company to fix their remuneration;

and, as special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification);

1. “ THAT :

2. (a) subject to paragraph (c) below, pursuant to The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and Section 161 of the Companies Act (Cap. 50) of Singapore (the “ Companies Act ”), the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares (each, a “ Share ”) in the capital of the Company and to make or grant offers, agreements or options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements or options which might require the exercise of the aforesaid powers after the expiry of the Relevant Period;

4. (c) the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options and otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

   • (i) 20 per cent, of the total number of Shares of the Company in issue as at the date of the passing of this resolution; and

   • (ii) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of Shares of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent, of the total number of Shares of the Company in issue as at the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF THE ANNUAL GENERAL MEETING

• (d) for the purposes of this resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Singapore to be held; or

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

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the directors of the Company to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the directors of the Company 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of; or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

11. “ THAT :

• (a) subject to paragraph (b) below, pursuant to Section 76E of the Companies Act, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase (or agree to repurchase) shares (each, a “ Share ”) in the capital of the Company on the Stock Exchange, or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Singapore Companies Act, and all other applicable laws in this regard and on the terms set out in the circular to the shareholders of the Company dated 12 April 2016, be and the same is hereby generally and unconditionally approved;

• (b) the number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 percent, of the total number of Shares the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF THE ANNUAL GENERAL MEETING

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

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

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Singapore to be held; or

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

• “ THAT conditional on the passing of resolutions numbered 10 and 11 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 10 above be and is hereby extended by the addition to the aggregate number of which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate number of Shares of the Company repurchased or agreed to be repurchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 11 above.”

By Order of the Board Technovator International Limited Fan Xin Chairman

Hong Kong, 12 April 2016

As at the date of this notice, the executive directors of the Company are Mr. Zhao Xiaobo and Mr. Seah Han Leong; the non-executive directors are Mr. Fan Xin, Mr. Liu Tianmin and Mr. Wang Yinghu and the independent non-executive directors are Mr. Fan Ren Da Anthony, Mr. Chia Yew Boon and Ms. Chen Hua.

Registered office: 66 Tannery Lane #04-10/10A Sindo Industrial Building Singapore 347805

Principal place of business in Hong Kong: Unit 806–810 Bank of America Tower 12 Harcourt Road Central Hong Kong

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NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint one or, if he is the holder of two or more shares, one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the offices of 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 commencement of the above meeting or any adjournment thereof.

3. In order to determine the entitlement to attend and vote at the annual general meeting (“ AGM ”), the transfer books and register of members of the Company will be closed from Wednesday, 11 May 2016 to Friday, 13 May 2016, both days inclusive, during which period no transfer of shares in the Company will be effected. In order to be eligible to attend and vote at the meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 10 May 2016.

4. In relation to the proposed resolution numbered 3, the said special dividend will be paid in Hong Kong dollars, the amount of which will be calculated by reference to the middle rate published by People’s Bank of China for the conversion of RMB into Hong Kong dollars as at the date of the AGM, 13 May 2016.

5. There will be 3 Director vacancies to be filled at the above meeting following the retirement of Mr. Liu Tianmin, Mr. Chia Yew Boon, Mr. Wang Yinghu. If a shareholder of the Company wishes to nominate a person to stand for election as a Director, (i) his/her notice of intention to propose a resolution at the above annual general meeting; and (ii) a notice executed by the nominated candidate of his/her willingness to be appointed together with (i) that candidate’s information as required to be disclosed under Rule 13.51(2) of the Listing Rules, and (ii) the candidate’s written consent to the publication of his/her personal data, have to be validly served on the registered office of the Company, as early as practicable, preferably before 5:00 p.m. on Thursday, 28 April 2016. Further details are set out in Appendix II to the circular dated 12 April 2016.

6. In relation to the proposed resolutions numbered 10 and 12 above, approval is being sought from the shareholders for the grant to the directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules.

7. In relation to the proposed resolution numbered 11 above, the directors of the Company wish to state that they will exercise the powers conferred thereby to purchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in the Appendix I to the circular of which this notice of the annual general meeting forms part.

8. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior 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.

9. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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