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 AND APPOINTMENT OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Technovator International Limited to be held at 15th Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong at 11:00 a.m. on Thursday, 17 June 2021 is set out on pages 19 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 54, 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.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Measures will be taken to try to prevent and control the spread of COVID-19 at the annual general meeting, including: • use of telecommunication facilities and restricting the number of non-shareholder attendees • compulsory temperature checks and health declarations • compulsory wearing of face masks • maintain proper distance between seats • no provision of food or beverages Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company will require attendees to wear face masks and reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person. If any shareholder chooses not to attend the meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such enquiries or matters to the Board by addressing them to Mr. Leung Lok Wai, the Company’s joint company secretary, by mail at the Company’s principal place of business in Hong Kong or by email at [email protected].

17 May 2021

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Re-election and Appointment of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting by Poll at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II — Re-election and Appointment of Directors . . . . . . . . . . . .	13
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

– i –

DEFINITIONS

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

“2020 Annual Report”
the annual report of the Company for the financial year ended 31 December 2020 dispatched to the Shareholders on 28 April 2021
“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held at 15th Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong at 11:00 a.m. on Thursday, 17 June 2021 or any adjournment thereof
“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
“Constitution”
the constitution of the Company adopted on 8 September 2011 and as amended from time to time
“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
“HK$” and “HK cents”
Hong Kong dollars and cents respectively, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

“Issue Mandate”
“Latest Practicable Date”
“Listing Rules”
“Notice”
“PRC”
“Repurchase Mandate”
“RMB”
“SFO”
“Share(s)”
“Shareholder(s)”
“Singapore Companies Act”
“Stock Exchange”
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
13 May 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
the Rules Governing the Listing of Securities on the Stock Exchange
the notice convening the Annual General Meeting as set out on pages 19 to 24 of this circular
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
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
Renminbi, the lawful currency of the PRC
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
ordinary share(s) in the capital of the Company
holder(s) of the Shares
the Companies Act (Cap. 50) of Singapore as amended, supplemented, or otherwise modified from time to time

The Stock Exchange of Hong Kong Limited

– 2 –

DEFINITIONS

“Takeovers	Code”	Hong Kong Code on Takeovers and Mergers and
		Share Buy-backs
“THTF”		同方股份有限公司(Tsinghua Tongfang Co., Ltd*),
		formerly known as 清華同方股份有限公司(Tsinghua
		Tongfang Company Limited*), a joint stock limited
		company incorporated in the PRC, whose shares are
		listed and traded on the Shanghai Stock Exchange (上
		海證券交易所) (stock code: 600100) and a controlling
		shareholder of the Company
“%”		per cent.

In this circular, unless the context otherwise requires, the terms “associate”, “close associate”, “connected person”, “core connected person”, “connected transaction”, “subsidiary” and “substantial shareholder” shall have the meanings given to such terms in the Listing Rules.

For identification purpose only

– 3 –

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. Qin Xuzhong (Chairman)

Non-executive Directors: Mr. Liu Tianmin Mr. Wang Yinghu

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

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

Principal place of business in Hong Kong: 15th Floor Allied Kajima Building 138 Gloucester Road Wan Chai Hong Kong 17 May 2021

Dear Shareholders,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION AND APPOINTMENT OF DIRECTORS 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 ”) and the re-election of the relevant Directors, and to seek your approval of the resolutions to these matters at the Annual General Meeting.

For identification purpose only

– 4 –

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 782,192,189 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 and cancelled by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 156,438,437 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 Constitution 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.

– 5 –

LETTER FROM THE BOARD

THE ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 19 to 24 of this circular. The 2020 Annual Report incorporating the audited consolidated financial statements of the Group for the year ended 31 December 2020 and the reports of the Directors and the auditors thereon are dispatched to the Shareholders on 28 April 2021.

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 54, 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 AND APPOINTMENT OF DIRECTORS

According to Article 104 of the Constitution, 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. As such, Mr. Liu Tianmin, Mr. Wang Yinghu and Mr. Fan Ren Da Anthony (“ Mr. Fan ”) will retire from the Board by rotation at the Annual General Meeting. Mr. Liu Tianmin and Mr. Wang Yinghu have informed the Company that in order to devote more time to their other business commitments, they will not offer themselves for re-election as Directors of the Company after their retirement by rotation. Mr. Fan, being eligible, offers himself for re-election.

Having considered the cultural and educational background, skills, knowledge and experience of Mr. Fan, with regard to the Company’s board diversity policy, Mr. Fan was nominated and recommended for re-election as an independent non-executive Director at the Annual General Meeting to be held by the Company. The board diversity policy sets out that appointments of members of the Board are based on a range of diversity perspectives, including but not limited to gender, age, cultural and educational background, experience (professional or otherwise), skills and knowledge. The particulars in Appendix II describe how Mr. Fan contributes to the diversity of the Board. The Board notes that Mr. Fan has extensive experience in different fields and professions that are relevant to the Company’s business development. In addition, his education, background, experience and practice allow him to provide valuable and relevant insights and contribute to the diversity of the Board.

– 6 –

LETTER FROM THE BOARD

Mr. Fan has also 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, among other things, assessing the independence of independent non-executive Directors. 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. Fan remained independent.

Mr. Fan has served the Company for more than 9 years and will be holding his seventh or more listed company directorship. The Board and the nomination committee of the Company consider that Mr. Fan is independent and would be able to devote sufficient time to the Company notwithstanding the above based on the following reasons:

(i) Mr. Fan has provided a confirmation of his independence in accordance with Rule 3.13 of the Listing Rules;
(ii) Mr. Fan has not been involved in any executive management of the Company and has participated in Board meetings to give impartial advice and exercise independent judgement throughout his directorship with the Company;
(iii) Mr. Fan’s involvements in other listed companies are as independent non-executive directors, which does not require him to participate in the day-to-day management of these companies and does not require him to devote substantial time and attention as is required from senior executive management members;
(iv) Mr. Fan has a good track record of attending Board and committee meetings of the Company and providing his views on the Company’s affairs from time to time; and
(v) the Committee considers that the continuous appointment of Mr. Fan as independent non-executive Director will help maintain the stability of the Board as he will continue to bring valuable experience, knowledge and insight to the Board for its effective functioning and diversity.

Each of Mr. Liang Wuquan (“ Mr. Liang ”), Mr. Zhang Jian (“ Mr. Zhang ”) and Mr. Zeng Xuejie (“ Mr. Zeng ”) was nominated and recommended by the Board for appointment as a non-executive Director and a member of the risk management committee of the Company at the Annual General Meeting.

Particulars of each of Mr. Fan, Mr. Liang, Mr. Zhang and Mr. Zeng are set out in Appendix II of this circular.

VOTING BY POLL AT THE ANNUAL GENERAL MEETING

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

– 7 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of Directors named above are beneficial to and in the best interest of 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.

CLOSURE OF REGISTER OF MEMBERS

In order to determine the entitlement to attend and vote at the AGM, the transfer books and register of members of the Company will be closed from Friday, 11 June 2021 to Thursday, 17 June 2021, 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 forthcoming AGM of the Company to be held on Thursday, 17 June 2021, 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Thursday, 10 June 2021.

Yours faithfully, For and on behalf of the Board of Technovator International Limited Qin Xuzhong Chairman

– 8 –

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 782,192,189 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 and cancelled prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 78,219,218 Shares, which represents approximately 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 Constitution 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.

– 9 –

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 Constitution and the Singapore Companies Act. Furthermore, the Company must comply with the solvency requirements set out in the Singapore Companies Act when proceeding with any share repurchase.

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 2020 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 traded 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$
May 2020	0.460	0.405
June 2020	0.780	0.425
July 2020	0.830	0.650
August 2020	0.850	0.640
September 2020	0.680	0.570
October 2020	0.770	0.600
November 2020	0.800	0.670
December 2020	0.790	0.690
January 2021	0.780	0.620
February 2021	0.780	0.650
March 2021	0.750	0.620
April 2021	0.750	0.650
May 2021 (up to the Latest Practicable Date)	1.040	0.720

– 10 –

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, among other things, 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.

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.

– 11 –

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, to the best knowledge of the Directors, the controlling shareholders 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 36.6% 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 40.7% 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 six months prior to 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 close associates has any present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

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 Constitution.

No core 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 core connected person undertaken not to sell any Shares held by him/her to the Company in the event that the Repurchase Mandate is granted.

For identification purpose only

– 12 –

APPENDIX II

RE-ELECTION AND APPOINTMENT OF DIRECTORS

1. RETIRING DIRECTOR PROPOSED FOR RE-ELECTION AND APPOINTMENT OF NEW DIRECTORS

The biographical details of Mr. Fan Ren Da Anthony, being the retiring Director eligible for re-election at the Annual General Meeting are set out below:

Mr. Fan Ren Da Anthony (範仁達) , aged 60, was appointed as an independent non-executive director of the Company in September 2011. Mr. Fan is the chairman and managing director of AsiaLink Capital Limited and also an independent non-executive director of Neo-Neon Holding Limited (Stock Code: 1868), Raymond Industrial Limited (stock code: 229), Shanghai Industrial Urban Development Group Limited (stock code: 563), China Dili Group (formerly known as Renhe Commercial Holdings Company Limited) (stock code: 1387), Tenfu (Cayman) Holdings Company Limited (stock code: 6868), Citic Resources Holdings Limited (stock code: 1205), China Development Bank International Investment Limited (stock code: 1062), Hong Kong Resources Holdings Company Limited (stock code: 2882) and Semiconductor Manufacturing International Corporation (stock code: 981). Mr. Fan was an independent non-executive director of Lerthai Group Limited (formerly known as LT Commercial Real Estate Limited, stock code: 112) from March 2013 to June 2017, Guodian Technology & Environment Group Corporation Limited (stock code: 1296) from September 2011 to August 2017 and of CGN New Energy Holdings Co., Ltd. (stock code: 1811) from September 2014 to June 2018. All of the said companies are listed on the Main Board of the Stock Exchange. Mr. Fan holds a master’s degree in business administration from the U.S.A.

Mr. Fan has entered into a service contract with the Company for an initial term of one 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. Fan’s emoluments recorded in the year ended 31 December 2020 was approximately HK$360,000.00, including directors’ fees, allowances and benefits in-kinds, discretionary bonuses, and share-based payments, with reference to his experience and qualification.

As at the Latest Practicable Date, Mr. Fan was not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

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 Mr. Fan that need to be brought to the attention of the Shareholders.

The biographical details of Mr. Liang, Mr. Zhang and Mr. Zeng, being nominated and recommended for appointment as non-executive directors at the Annual General Meeting are set out below:

Mr. Liang Wuquan (梁武全) , aged 45, has extensive experience in finance and management. He held several positions in China National Nuclear Corporation Co., Ltd* (中國核工業集團有限公司), including as the chief accountant of the nuclear fuel business

– 13 –

APPENDIX II

RE-ELECTION AND APPOINTMENT OF DIRECTORS

division from February 2010 to June 2012, the deputy director of the finance division from June 2012 to April 2014, and chief accountant and member of the party group of the geology and mining business division from April 2014 to May 2017. From May 2017 to October 2018, he was the chief accountant, chief legal consultant and member of the party committee of China Uranium Co., Ltd (中國鈾業有限公司). Mr. Liang then served as the deputy general manager of China National Nuclear Corporation Industry Fund Management (Beijing) Co. Ltd (中核產業基金管理（北京）有限公司) from October 2018 to December 2019, and as the deputy general manager of China National Nuclear Corporation Capital Holding Co., Ltd. (中國核工業集團資本控股有限公司) from December 2019 to February 2020. Since February 2020, Mr. Liang has been the chief financial officer and financial controller of Tsinghua Tongfang Co., Ltd. (同方股份有限公司) (“ THTF ”), a company listed on the Shanghai Stock Exchange (stock code: 600100).

Mr. Liang obtained a bachelor’s degree in economics from the University of South China (南華大學) in June 1997 and a master’s degree in accounting from Tsinghua University (清華大學) in January 2010.

Mr. Zhang Jian (張健) , aged 35, has extensive experience in engineering and management. From July 2011 to October 2013, Mr. Zhang served as an engineer in China Nuclear Power Engineering Co., Ltd. (中國核電工程有限公司). From October 2013 to August 2015, he was the head of planning and project management division of China Power Investment Nuclear Power Co., Ltd. (中電投核電有限公司). He was a staff member of the strategic planning division of State Power Investment Group Co., Ltd. (國家電力投資集團公司) from August 2015 to July 2017 and of the secretariat division of the general office of State Development & Investment Co., Ltd (國家開發投資公司) from January 2018 to December 2018. From January 2019 to April 2020, Mr. Zhang served as the deputy director of the first secretariat division of China National Nuclear Corporation Co., Ltd* (中國核工業集團有限公司). Since April 2020, Mr. Zhang has been the secretary to the board of THTF.

Mr. Zhang obtained a bachelor’s degree in engineering physics from Tsinghua University* (清華大學) in September 2008 and a master’s degree in nuclear science and engineering from the No. 2 Institute of Nuclear Industrial Research and Design (核工業第二研究設計院) in July 2011.

Mr. Zeng Xuejie (曾學傑) , aged 46, has over 15 years of experience in management. He was the head of the planning and development department and secretary to the board of directors in Beijing Jingcheng Water Services Co., Ltd.* (北京京城水務有限公司) from July 2004 to December 2007. From December 2007 to October 2009, he was the vice general manager of the asset management department of the China Sciences Group (Holding) Co., Ltd. From October 2009 to June 2015, he successively served as the general manager of the investment development business department, the head of the development and planning department, the head of the operations and management department and secretary to the board of directors in China Aviation International Construction and Investment Co., Ltd (中國航空國際建設投資有限公司). From June 2015 to January 2017, he was the person in charge of the corporate development department, the secretary to the board of directors and assistant to the general manager in the Institute of Architecture Design and Research, CAS. From January 2017 to April 2020, he was the chief investment officer and the

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APPENDIX II

RE-ELECTION AND APPOINTMENT OF DIRECTORS

manager of the investment department of Tongfang Energy Saving Engineering Technology Co., Ltd., a wholly-owned subsidiary of the Company. Since April 2020, Mr. Zeng has been the general manager of the investment development department of the Smart Energy Saving Division of THTF.

Mr. Zeng obtained a bachelor’s degree in mechatronics from Hunan University* (湖南大學) in July 1996 and a master’s degree in managerial sciences and engineering from the Beijing University of Technology (北京工業大學) in July 2004. He was qualified as a senior economist and a consulting engineer (investment) in the PRC.

Each of Mr. Liang, Mr. Zhang and Mr. Zeng will enter into a service contract with the Company with effect from 17 June 2021, subject to his appointment at the Annual General Meeting, for a term of one year, automatically renewable until terminated by not less than three months’ notice in writing served by either party on the other, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Constitution. Under the service contracts, the director service fees payable to each of Mr. Liang, Mr. Zhang and Mr. Zeng is nil, provided that their remuneration shall be subject to review of the remuneration committee and revision by the Board, as authorized by the Shareholders, from time to time.

As at the Latest Practicable Date, none of Mr. Liang, Mr. Zhang and Mr. Zeng was interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, none of the above proposed 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 appointment of Mr. Liang, Mr. Zhang and Mr. Zeng that need to be brought to the attention of the Shareholders.

2. NOMINATIONS BY SHAREHOLDERS

Shareholders are invited to elect up to one Director at the AGM to fill the vacancy available following the retirement of Mr. Fan. According to Article 104 of the Constitution, all Directors, except for managing or joint managing Director (or an equivalent office), shall retire from office at least once every three years.

Article 107 of the Constitution 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 seven days prior to the date of such general meeting. Provided that in the case of a person

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APPENDIX II

RE-ELECTION AND APPOINTMENT OF DIRECTORS

recommended by the Directors for election nine clear days’ notice only shall be necessary and notice of each and every candidate for election shall be served on all Shareholders at least seven clear days prior to the meeting at which the election is to take place.

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 Tuesday, 1 June 2021 so that an announcement can be issued on or about Tuesday, 1 June 2021 and a supplemental circular, if necessary, containing information of the candidate(s) proposed by Shareholders can be despatched to Shareholders as soon as practicable on or about Wednesday, 2 June 2021.

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 (including any former name(s) and alias(es)) 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;

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APPENDIX II

RE-ELECTION AND APPOINTMENT OF DIRECTORS

(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;
(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 one Director vacancy to be filled at the AGM following the retirement of Mr. Fan. If there are more than one candidate 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 candidate shall be elected as Director 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 the highest number of net votes cast on the resolutions for the appointment of a person as a director of the Company at the forthcoming annual general meeting of the Company (the “ AGM ”) to be held on 17 June 2021 or on the date of its adjournment (where applicable), the candidate be and is hereby appointed as a director of the Company with effect from the conclusion of the AGM held on 17 June 2021, provided that if any two 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.

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APPENDIX II RE-ELECTION AND APPOINTMENT 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 a position on the Board if the net votes cast in favour of his/her resolution is the top resolution 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 two 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.

For identification purpose only

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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 15th Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong at 11:00 a.m. on Thursday, 17 June 2021 to consider and, if thought fit, transact the following business:

ORDINARY RESOLUTIONS

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 2020;
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 2020;
to re-elect Mr. Fan Ren Da Anthony as director of the Company;
to appoint Mr. Liang Wuquan as non-executive director of the Company;
to appoint Mr. Zhang Jian as non-executive director of the Company;
to appoint Mr. Zeng Xuejie as non-executive director of the Company;
to authorise the board of directors of the Company to fix the remuneration of the Company’s directors;
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;
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;

For identification purpose only

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NOTICE OF THE ANNUAL GENERAL MEETING

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

10. “ THAT :

(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 in the capital of the Company (the “ Shares ”, and each a “ Share ”) 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;
(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;
(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 constitution 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 constitution 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 Singapore 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 in the capital of the Company (the “ Shares ”, and each a “ Share ”) 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 of Hong Kong Limited (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 17 May 2021, be and the same is hereby generally and unconditionally approved;

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NOTICE OF THE ANNUAL GENERAL MEETING

(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
(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 constitution 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 Qin Xuzhong Chairman

Hong Kong, 17 May 2021

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

– 22 –

NOTICE OF THE ANNUAL GENERAL MEETING

Registered office: 66 Tannery Lane #04-10/A

Sindo Industrial Building Singapore 347805

Principal place of business in Hong Kong:

15th Floor

Allied Kajima Building 138 Gloucester Road Wan Chai Hong Kong

Notes:

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.
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 54, 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.
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 Friday, 11 June 2021 to Thursday, 17 June 2021, 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 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 10 June 2021.
There will be one Director vacancy to be filled at the above meeting following the retirement of Mr. Fan Ren Da Anthony. 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 Tuesday, 1 June 2021. Further details are set out in Appendix II to the circular dated 17 May 2021.
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.
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.

– 23 –

NOTICE OF THE ANNUAL GENERAL MEETING

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.
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.

– 24 –

AI assistant

Technovator International Limited — AGM Information 2021

49767_rns_2021-05-17_0b13a9b0-ed0c-45dd-836f-f9dda2cb5e59.pdf

Technovator

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

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

NOTICE OF ANNUAL GENERAL MEETING

Technovator

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

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

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

ISSUE MANDATE

REPURCHASE MANDATE

EXTENSION MANDATE

THE ANNUAL GENERAL MEETING

RE-ELECTION AND APPOINTMENT OF DIRECTORS

VOTING BY POLL AT THE ANNUAL GENERAL MEETING

RECOMMENDATION

CLOSURE OF REGISTER OF MEMBERS

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

2. SHARE CAPITAL

3. REASONS FOR THE REPURCHASE

4. FUNDING OF REPURCHASES

5. SHARE PRICES

6. FINANCIAL EFFECTS OF THE SHARE REPURCHASE

7. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

8. SHARE REPURCHASE MADE BY THE COMPANY

9. GENERAL

1. RETIRING DIRECTOR PROPOSED FOR RE-ELECTION AND APPOINTMENT OF NEW DIRECTORS

2. NOMINATIONS BY SHAREHOLDERS

Required information of the candidate(s) nominated by Shareholders

3. RESOLUTIONS AND VOTING

Technovator

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

NOTICE OF THE ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

10. “ THAT :

11. “ THAT :

By Order of the Board Technovator International Limited Qin Xuzhong Chairman

Hong Kong, 17 May 2021

NOTICE OF THE ANNUAL GENERAL MEETING

More from Technovator International Limited

Technovator International Limited AGM Information 2021