Technovator International Limited — Proxy Solicitation & Information Statement 2014

Jun 24, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

Technovator

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

(incorporated in Singapore with limited liability) (Company Registration No: 200507127G)

(Stock Code: 1206)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ Meeting ”) of Technovator International Limited (the “ Company ”) will be held on 14 July 2014 at 10:00 am at 10/F, United Centre, 95 Queensway, Hong Kong, for the purpose of considering and, if thought fit, to pass with or without amendments the following ordinary resolutions:

ORDINARY RESOLUTIONS

Words and expressions that are not expressly defined in this notice shall bear the same meaning as that defined in the circular dated 24 June 2014 published by the Company (the “ Circular ”).

1. “ THAT the Sale and Purchase Agreement (a copy of which has been tabled at the meeting marked “A” and signed by the chairman of the meeting for identification purpose) and all transactions contemplated thereunder, be and are hereby approved, ratified and confirmed, and any one Director be and is authorised to do all such things and take all such actions as he/she may consider necessary or desirable to implement and/or give effects to the Sale and Purchase Agreement and all transactions contemplated thereunder.”

2. “ THAT (a) the Procurement Agreement (a copy of which has been tabled at the meeting marked “B” and signed by the chairman of the meeting for identification purpose); (b) the proposed Annual Caps; and (c) the continuing connected transactions (as defined in the Listing Rules) contemplated thereunder, as more particularly set out in the section headed “Continuing Connected Transactions” of the letter from the Board set out in the Circular, be and are hereby approved, ratified and confirmed, and any one Director be and is authorised to do all such things and take all such actions as he/she may consider necessary or desirable to implement and/or give effects to the Procurement Agreement and all transactions contemplated thereunder.”

3. For identification purpose only

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1. “ THAT , subject to and conditional upon the passing of resolution numbered 1 above and the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting permission to deal in the Consideration Shares, the grant of the Specific Mandate to the Directors to exercise the powers of the Company to issue and allot the Consideration Shares be and is hereby approved, and any one Director be and is authorised to do all such things and take all such actions as he/she may consider necessary or desirable to implement and/or give effects to any of the matters relating to or incidental to the Specific Mandate.”

2. “ THAT , subject to and conditional upon the passing of resolution numbered 1 above, the Whitewash Waiver granted or to be granted by the Executive be and is hereby approved and any one Director be and is hereby authorised to do all such things and take all such actions as he/she may consider necessary or desirable to implement and/or give effects to any of the matters relating to or incidental to the Whitewash Waiver.”

By order of the Board Technovator International Limited Lu Zhicheng Chairman

Beijing, 24 June 2014

Principal place of business in Hong Kong:

Unit 1602–03, Tower 1 China HK City 33 Canton Road Tsim Sha Tsui, Kowloon Hong Kong

Registered Office:

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

As at the date of this notice, the Board comprises Mr. Zhao Xiaobo and Mr. Seah Han Leong as executive Directors; Mr. Liu Tianmin, Mr. Lu Zhicheng, Mr. Ng Koon Siong and Mr. Fan Xin as non-executive Directors; Mr. Fan Ren Da Anthony, Mr. Chia Yew Boon and Ms. Chen Hua as independent non-executive Directors.

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Notes:

1. Any member entitled to attend and vote at the 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 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.

4. 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.

5. 11 July 2014 has been fixed as the record date (the “Record Date”) for determining the entitlement to attend and vote at the Meeting. 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 brand 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 the Record Date.

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