China Electronics Optics Valley Union : PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in China Electronics Optics Valley Union Holding Company Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

China Electronics Optics Valley Union Holding Company Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 798)

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Electronics Optics Valley Union Holding Company Limited to be held at the meeting room on 10/F, Building No. 1, Higher Level, Creative Capital, 16 Ye Zhi Hu West Road, Hongshan District, Wuhan, Hubei, PRC on Thursday, 16 June 2022 at 9:30 a.m. is set out in this circular.

In order to be valid, whether or not you are able to attend the Annual General Meeting, you are requested to complete and sign the enclosed form of proxy of the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof (as the case may be) (i.e. not later than Tuesday, 14 June 2022 at 9:30 a.m. Hong Kong time, in respect of the Annual General Meeting). Completion and return of the form of proxy will not preclude shareholders from attending and voting in persons at the meeting should they so wish.

Such circular and form of proxy are also published on the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.ceovu.com).

6 May 2022

CONTENTS

Definitions ..........................................................

Letter from the Board

Page

1

Notice of Annual General Meeting .........................................

1.	Introduction .................................................	3
2.	Proposed Granting of General Mandate to Repurchase Shares ................	4
3.	Proposed Granting of General Mandate to Issue Shares ....................	4
4.	Annual General Meeting and Proxy Arrangement ........................	4
5.	Recommendation .............................................	5
6
9

Appendix I - Explanatory Statement on the Share Repurchase Mandate ..............

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

"AAA Finance"

AAA Finance and Investment Holdings Limited, a limited liability company incorporated in the British Virgin Islands which is wholly owned by Mr. Huang Liping, a Director and one of the Company's substantial shareholders

"Annual General Meeting"

the annual general meeting of the Company to be held at the meeting room on 10/F, Building No. 1, Higher Level, Creative Capital, 16 Ye Zhi Hu West Road, Hongshan District, Wuhan, Hubei, PRC on Thursday, 16 June 2022 at 9:30 a.m. to consider and, if appropriate (where applicable), to approve the resolutions contained in the notice of the meeting which is set out on pages 9 to 12 of this circular, or any adjournment thereof

"Articles of Association"

"Board"

the articles of association of the Company currently in force the board of Directors

"Company"

China Electronics Optics Valley Union Holding Company Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

"Director(s)"

director(s) of the Company

"HKD"

"Hong Kong"

Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date"

"Listing Rules"

29 April 2022, 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 (as amended from time to time)

"Share(s)"

ordinary share(s) of HKD0.1 each in the issued share capital of the Company or if there has been a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

"Share Issuance Mandate"

the proposed granting of general mandate to the Directors to allot, issue or deal with new Shares in total not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the ordinary resolution as contained in item 6 of the notice of the Annual General Meeting set out on pages 9 to 12 of this circular

"PRC"

the People's Republic of China

"SFO"

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

"Share Repurchase Mandate"

the proposed granting of general mandate to the Directors to repurchase Shares on the Stock Exchange in total not exceeding 10% of the total issued shares of the Company as at the date of passing of the ordinary resolution as contained in item 5 of the notice of the Annual General Meeting set out on pages 9 to 12 of this circular

"Shareholder(s)"

holder(s) of Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Codes"

the Codes on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission as amended from time to time

LETTER FROM THE BOARD

China Electronics Optics Valley Union Holding Company Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 798)

Non-executive Directors: Liu Guilin (Chairman) Xiang Qunxiong Zhang Jie

Sun Ying Hu Bin

Independent Non-executive Directors: Qi Min

Qiu Hongsheng

Chan Ching Har Eliza

Executive Director: Huang Liping (President)To the Shareholders

Dear Sir or Madam,

Registered Office:

Clifton House, 75 Fort Street PO Box 1350

Grand Cayman KY1-1108 Cayman Islands

Headquarters and Principal Place of Business in the PRC: Building No. 1, Higher Level Creative Capital

16 Ye Zhi Hu West Road Hongshan District Wuhan, Hubei, PRC

Principal Place of Business in Hong Kong:

19/F, Cheung Kong Center 2 Queen's Road Central Central

Hong Kong

Hong Kong, 6 May 2022

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1.

INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of certainresolutions to be proposed at the Annual General Meeting to be held on 16 June 2022.