Synertone Communication : PROPOSED SHARE CONSOLIDATION, CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY 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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Synertone Communication Corporation (the "Company"), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or other transferee or to the bank manager, licensed securities dealer or registered institution in securities, 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.

協同通信集團有限公司

Synertone Communication Corporation

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1613)

PROPOSED SHARE CONSOLIDATION,

CHANGE IN BOARD LOT SIZE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held on Friday, 20 March 2020 at 3:00 p.m. at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong (the "EGM"), is set out on pages 11 to 12 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event by 3:00 p.m. on Wednesday, 18 March 2020 or not less than 48 hours before the time appointed for holding the adjourned meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

4 March 2020

	CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
EXPECTED TIMETABLE . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
LETTER FROM THE BOARD . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
NOTICE OF EGM . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

- i -

DEFINITIONS

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

"Board"	the board of Directors
"Business Day(s)"	any day (excluding a Saturday) on which banks generally are
	open for business in Hong Kong during normal working hours
"CCASS"	the Central Clearing and Settlement System established and
	operated by HKSCC
"Change in Board Lot Size"	the proposed change in board lot size of the Shares for trading
	on the Stock Exchange from 8,000 Existing Shares to 3,200
	Consolidated Shares
"Company"	Synertone Communication Corporation, a company
	incorporated in the Cayman Islands with limited liability, the
	Shares of which are listed on the Main Board of the Stock
	Exchange
"Consolidated Share(s)"	ordinary share(s) with a par value of HK$0.25 each in the
	share capital of the Company immediately after the Share
	Consolidation becoming effective
"Director(s)"	the director(s) of the Company
"EGM"	the extraordinary general meeting of the Company to be
	convened and held at United Conference Centre, 10/F., United
	Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 20
	March 2020 at 3:00 p.m. for the purpose of considering and, if
	thought fit, approving the Share Consolidation
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"	Hong Kong Securities Clearing Company Limited
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Latest Practicable Date"	27 February 2020, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained herein

- 1 -

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Share(s)" or "Existing Share(s)"	ordinary share(s) of HK$0.05 each in the share capital of the
	Company prior to the Share Consolidation becoming effective
"Shareholder(s)"	holder(s) of the Share(s) or the Consolidated Share(s), as the
	case may be
"Share Consolidation"	the proposed consolidation of every five (5) issued and
	unissued Shares into one (1) Consolidated Share
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

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EXPECTED TIMETABLE

The expected timetable for implementation of the Share Consolidation and the Change in Board Lot Size is as follows:

Event

Time and date

Despatch date of the circular, proxy form and notice of the EGM . . . . . . . . . Wednesday, 4 March 2020

Latest time for lodging transfer of Shares to qualify

for attendance and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 16 March 2020

Closure of the register of members of the Company

for the entitlement to attend and vote at the EGM . . . . . . . . . . . . . . . . . . Tuesday, 17 March 2020 to Friday, 20 March 2020 (both dates inclusive)

Latest time for return of proxy form of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m. on Wednesday, 18 March 2020

Expected time and date of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m. on Friday, 20 March 2020

Publication of announcement of poll results of the EGM. . . . . . . . . . . . . . . . . . Friday, 20 March 2020

The following events are conditional on the fulfilment of the conditions for the

implementation of the Share Consolidation:

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 24 March 2020

First day of free exchange of existing share certificates

for new share certificates for the Consolidated Shares. . . . . . . . . . . . . . . . . Tuesday, 24 March 2020

Commencement of dealings in the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 24 March 2020

Original counter for trading in the Existing Shares

in board lots of 8,000 Shares (in the form of existing share

certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 24 March 2020

Temporary counter for trading in the Consolidated Shares in board lot size of 1,600 Consolidated Shares

(in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 24 March 2020

- 3 -

EXPECTED TIMETABLE

Event

Time and date

Original counter for trading in the Consolidated Shares

in new board lots of 3,200 Consolidated Shares (in the form of

new share certificates for Consolidated Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 7 April 2020

Parallel trading in the Consolidated Shares

(in form of new share certificates and existing share certificates)

commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 7 April 2020

Designated broker starts to stand in the market to provide matching

services for odd lots of the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 7 April 2020

Temporary counter for trading in board lot size of 1,600 Consolidated

Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 29 April 2020

Parallel trading in the Consolidated Shares (in the form of

new and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 29 April 2020

Designated broker ceases to stand in the market to provide matching

services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 29 April 2020

Last day for free exchange of existing share certificates

for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 5 May 2020

All times and dates in this circular refer to Hong Kong local times and dates. The expected timetable set out above is subject to the results of the EGM and is therefore for indicative purpose only. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

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LETTER FROM THE BOARD

協同通信集團有限公司

Synertone Communication Corporation

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1613)

Executive Director:	Registered office:
Mr. Han Weining (Chief Executive Officer)	Cricket Square
	Hutchins Drive
Independent non-executive Directors:	P.O. Box 2681
Mr. Lam Ying Hung Andy	Grand Cayman KY1-1111
Mr. Wang Chen	Cayman Islands
Ms. Li Mingqi
	Principal Place of Business
	in Hong Kong:
	Room 1012, 10/F
	Tsim Sha Tsui Centre
	66 Mody Road
	Kowloon
	Hong Kong
	4 March 2020
To the Shareholders
Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION

AND

CHANGE IN BOARD LOT SIZE

INTRODUCTION

Reference is made to the announcement of the Company dated 12 February 2020, in which the Board proposed to (i) implement the Share Consolidation pursuant to which every five (5) issued and unissued Existing Shares of par value HK$0.05 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of par value HK$0.25 each in the share capital of the Company; and (ii) change the board lot size for trading on the Stock Exchange from 8,000 Existing Shares to 3,200 Consolidated Shares conditional upon the Share Consolidation becoming effective.

The purpose of this circular is to provide you with, among other things, (i) further details of the Share Consolidation and the Change in Board Lot Size; and (ii) notice convening the EGM.

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LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

As disclosed in the announcement of the Company dated 12 February 2020, the Board proposes to implement the Share Consolidation pursuant to which every five (5) issued and unissued Existing Shares of par value HK$0.05 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of par value HK$0.25 each in the share capital of the Company.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$400,000,000 divided into 8,000,000,000 Existing Shares of par value of HK$0.05 each, of which 5,161,816,000 Existing Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and assuming that no Existing Shares are repurchased or issued from the date hereof until the effective date of the Share Consolidation, the authorised share capital of the Company shall become HK$400,000,000 divided into 1,600,000,000 Consolidated Shares of par value HK$0.25 each, of which 1,032,363,200 Consolidated Shares will be in issue.

The Company has no outstanding options, warrants or securities in issue which are convertible or exchangeable into Shares as at the Latest Practicable Date.

Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company's articles of association.

Other than the expenses to be incurred, the implementation of the Share Consolidation will not alter the underlying assets, business operation, management or financial position of the Company and the interests and rights of the Shareholders, save that any fractional Consolidated Shares will not be allocated to Shareholders who may otherwise be entitled.

As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following:

1. the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;
2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and
3. the compliance with the relevant procedures and requirements under the applicable laws of the Cayman Islands and the Listing Rules to effect the Share Consolidation.

As at the Latest Practicable Date, none of the above conditions has been fulfilled.

- 6 -

LETTER FROM THE BOARD

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Tuesday, 24 March 2020 being the second Business Day after the EGM.

Application for listing of the Consolidated Shares

Application has been made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

Subject to the granting of the approval of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, upon the Share Consolidation being effective, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or, under contingent situation, such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of existing share certificates held by such holder.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lot size of 8,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 8,000 Existing Shares to 3,200 Consolidated Shares conditional upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.158 per Existing Share (equivalent to the theoretical closing price of HK$0.79 per Consolidated Share) as at the Latest Practicable Date, (i) the value of each existing board lot of Existing Shares is HK$1,264; and (ii) the estimated value per board lot of 3,200 Consolidated Shares would be HK$2,528 assuming that the Change in Board Lot Size had also been effective.

The Change in Board Lot Size will not result in change in the relative rights of the Shareholders.

- 7 -

LETTER FROM THE BOARD

Odd lots arrangements and matching services

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed CLC Securities Limited to arrange for matching services, on a best effort basis, regarding the sale and purchase of odd lots of the Consolidated Shares from Tuesday, 7 April 2020 to Wednesday, 29 April 2020 (both days inclusive). The Shareholders who wish to use this matching service should contact Mr. Gordon Chan of CLC Securities Limited at 13/F, Nan Fung Tower, 88 Connaught Road Central, Hong Kong or at the telephone number (852) 3153 1128 during office hours of such period.

Shareholders should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder who is in any doubt about the odd lot trading arrangement is recommended to consult his/her/its own professional advisers.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on 24 March 2020, the Shareholders may during the period from Tuesday, 24 March 2020 to Tuesday, 5 May 2020 (both days inclusive), submit existing share certificates in the colour of orange for the Shares to the Company's share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, in exchange, at the expense of the Company, for the exchange of new share certificates for the Consolidated Shares. Thereafter, certificates for Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each share certificate for Shares cancelled or each new share certificate issued for Consolidated Shares, whichever number of certificates cancelled/issued is higher. The existing share certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:10 p.m. on Wednesday, 29 April 2020 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the existing share certificates will continue to be good evidence of title to the Consolidated Shares on the basis of five (5) Existing Shares for one (1) Consolidated Share.

The existing share certificates are in colour of orange and the new share certificates will be in colour of blue.

REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or proceed with a consolidation or splitting of securities. According to the "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 30 August 2019, (i) any trading price less than HK$0.10 will be considered as approaching the extremities of HK$0.01 as referred to under Rule 13.64 of the Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.

- 8 -

LETTER FROM THE BOARD

In view that the Shares had been traded at below HK$0.10 for certain time during the past 12 months (based on the closing price per Share as quoted on the Stock Exchange) and the value per board lot being less than HK$2,000, the Board proposes to implement the Share Consolidation.

The Share Consolidation will increase the nominal value of the Shares and reduce the total number of Shares currently in issue. With a corresponding upward adjustment in the trading price of the Consolidated Shares, the Board believes that the Share Consolidation will make investing in the Shares more attractive to a broader range of investors, and therefore broaden the shareholder base of the Company.

Subject to the Share Consolidation becoming effective, the Board also proposes to change the board lot size for trading from 8,000 Existing Shares to 3,200 Consolidated Shares. The Board considers that the Change in Board Lot Size will reduce the board lot value of the Consolidated Shares after the Share Consolidation and therefore will result in higher liquidity of the Consolidated Shares. The Board is also of the view that by adjusting the board lot size to 3,200 Consolidated Shares, it will yield the benefit of reducing the number of odd lot shares created per new board lot compared to the other board lot size options while maintaining the goals of the Share Consolidation and Change in Board Lot Size as mentioned above.

Given the above reasons, the Directors are of the view that the Share Consolidation and the Change in Board Lot Size is beneficial to and in the interests of the Company and the Shareholders as a whole.

WARNING

Shareholders and potential investors of the Company should take note that the Share Consolidation is conditional upon of conditions set out in the paragraph headed "Conditions of the Share Consolidation" above. Therefore, the Share Consolidation may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

EGM AND PROXY PROCEDURE

A notice convening the EGM for the purpose of considering and, if thought fit, passing, the above mentioned ordinary resolution is set out on pages 11 to 12 of this circular. A form of proxy is enclosed for your use at the EGM. Shareholders are requested to complete and return the form of proxy to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not later than 3:00 p.m. on Wednesday, 18 March 2020 or not less than 48 hours before the time appointed for holding the adjourned meeting. The lodging of a form of proxy will not preclude you from attending and voting in person, at the EGM or any adjournment thereof should your so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

- 9 -

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, the resolution set out in the notice of the EGM will be voted by poll. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

For determining the Shareholders' entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 17 March 2020 to Friday, 20 March 2020, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer of Shares accompanied by the relevant share certificate(s) must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 16 March 2020.

RECOMMENDATION

The Directors consider that the Share Consolidation is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote for the relevant resolution set out in the notice of the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

MISCELLANEOUS

In case of any inconsistency between the English version and the Chinese translation of this Circular, the English version shall prevail.

Yours faithfully

On behalf of the Board

Synertone Communication Corporation

Han Weining

Executive Director and Chief Executive Officer

- 10 -

NOTICE OF EGM

協同通信集團有限公司

Synertone Communication Corporation

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1613)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting ("Meeting") of Synertone Communication Corporation ("Company") will be held on Friday, 20 March 2020 at 3:00 p.m. at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendment, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting approval of the listing of, and the permission to deal in, the Consolidated Shares (as defined below) upon the Share Consolidation (as defined below) becoming effective:

1. with effect from the second business day immediately following the date on which this resolution is passed, being a day on which shares are traded on the Stock Exchange, every five (5) issued and unissued ordinary shares of par value HK$0.05 each in the share capital of the Company be consolidated (the "Share Consolidation") into one (1) share of par value HK$0.25 each in the share capital of the Company (the "Consolidated Shares");
2. all of the Consolidated Shares resulting from the Share Consolidation shall rank pari passu in all respects with each other and have the same rights and privileges and be subject to the same restrictions contained in the memorandum and articles of association of the Company;
3. all fractional Consolidated Shares will be disregarded and will not be issued to the holders of the existing shares of HK$0.05 each in the share capital of the Company but all fractional Consolidated Shares will be aggregated and sold for the benefit of the Company, in such manner and on such terms as the directors of the Company (the "Directors") may think fit; and

- 11 -

NOTICE OF EGM

1. the board of Directors be and is hereby authorised to do all such acts, deeds and things and execute all such documents, including under the seal of the Company, where applicable, as it may consider necessary or expedient to complete, implement and give effect to any and all the arrangements set out in this resolution."

By order of the Board

Synertone Communication Corporation

Tse Kam Fai

Company Secretary

Hong Kong, 4 March 2020

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or if he/she/it is a holder of more than one share of the Company, one or more proxies to attend and vote in his/her/its stead in accordance with the articles of association of the Company. A proxy need not be a member of the Company, but must be present to represent the member.
2. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power of attorney or other authority, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 3:00 p.m. on Wednesday, 18 March 2020 or not less than 48 hours before the time for holding of the adjourned meeting. Delivery of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or any adjournment thereof, if he/she/it so wish. In such event, the form of proxy previously submitted shall be deemed to be revoked.
3. To ascertain the shareholders' entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Tuesday, 17 March 2020 to Friday, 20 March 2020, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the Meeting, all transfer of shares of the Company accompanied by the relevant share certificate(s) must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 16 March 2020.
4. Pursuant to Rule 13.39(4) of the Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided by poll.
5. Where there are joint holders of shares of the Company, any one of such joint holders may vote at the Meeting (or any adjournment thereof), either in person or by proxy, in respect of such share of the Company as if he/she/it is solely entitled thereto; but if more than one of such joint holders be present at the Meeting in person or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share of the Company will alone be entitled to vote in respect thereof.
6. References to time and dates in this notice are to Hong Kong time and dates.
7. As at the date of this notice, the board of Directors consists of four Directors, namely Mr. Han Weining as executive Director; and Mr. Lam Ying Hung Andy, Mr. Wang Chen and Ms. Li Mingqi as independent non-executive Directors.

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