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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yangtze Optical Fibre and Cable Joint Stock Limited Company*, you should at once hand this circular together with the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer 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.

Yangtze Optical Fibre and Cable Joint Stock Limited Company*

長飛光纖光纜股份有限公司

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6869) PROPOSAL ON THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE RELATED PARTY TRANSACTIONS WITH KAILE TECHNOLOGY AND ITS SUBSIDIARIES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS AND NOTICE OF THE EXTRAORDINARY GENERAL MEETING ON OCTOBER 27, 2017

A notice convening the EGM to be held at Multi-Media Meeting Room, 201# Building, No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC on Friday, October 27, 2017 at 10:00 a.m. is set out on pages 11 to 13 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. The proxy form should be returned to the Company's H share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, for holder of H Shares, and to the Company's Board of Directors' Office, at No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC (Postal code: 430073), for holder of Domestic Shares by hand or by post not less than 24 hours before the time appointed for holding the EGM (i.e. not later than 10:00 a.m. on Thursday, October 26, 2017) or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to the Company's H share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, or to the Company's Board of Directors' Office, at No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC (Postal code: 430073), on or before Friday, October 6, 2017.

References to time and dates in this circular are to Hong Kong time and dates.

* For identification purpose only September 11, 2017

Pages

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. PROPOSAL ON THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE RELATED PARTY TRANSACTIONS WITH KAILE

TECHNOLOGY AND ITS SUBSIDIARIES DURING THE ORDINARY

AND USUAL COURSE OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

4. VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

5. RECOMMENDATION 10

NOTICE OF THE EXTRAORDINARY GENERAL MEETING 11

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

"A Share(s)" ordinary share(s) of the Company, with a nominal value of RMB1.00 each, which are proposed to be issued by the Company pursuant to the A Share Offering and subscribed for in Renminbi

"A Share Offering" the Company's proposed initial public offering of not

more than 75,790,510 A Shares, which are proposed to be listed on the Shanghai Stock Exchange

"Articles of Association" the articles of association of the Company adopted on

May 6, 2014 and effective from December 10, 2014, as amended from time to time

"Board" the board of directors of the Company

"Company" Yangtze Optical Fibre and Cable Joint Stock Limited Company* (長飛光纖光纜股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange

"connected person(s)" has the meaning ascribed to it under the Listing Rules "Director(s)" the directors of the Company

"Domestic Shares" ordinary shares of the Company, with a nominal value

of RMB1.00 each, which are subscribed for and paid up in Renminbi

"EGM" an extraordinary general meeting of the Company to be held at Multi-Media Meeting Room, 201# Building, No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC on Frida y, October 27, 2017 at 10:00 a.m., or any adjournment thereof, to consider and, if thought fit, approve the proposal on the 2017 annual transaction amounts for the related party transactions with Kaile Technology and its subsidiaries during the ordinary and usual course of business; it being the fourth extraordinary general meeting to be convened in the year 2017

* For identification purposes only

"Group" the Company and its subsidiaries

"H Shares" overseas listed foreign shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange and traded in Hong Kong dollars

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Kaile Electro-optical" Hubei Kaile Quantum Electro-optical Science and

Technology Company Limited (湖北凱樂量子通信光電 科技有限公司), a company established in the PRC on September 24, 2004 and a wholly-owned subsidiary of Kaile Technology

"Kaile Technology" Hubei Kaile Science and Technology Company

Limited ( 湖北凱樂科技股份有限公司), a company established in the PRC on February 28, 1993, whose shares are listed on the Shanghai Stock Exchange (Stock Code: 600260)

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"PRC" the People's Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"RMB" Renminbi, the lawful currency of the PRC

"Share(s)" Domestic Shares and/or H Shares

"Shareholder(s)" holders of Shares

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"subsidiaries" has the meaning ascribed thereto under the Listing Rules

Yangtze Optical Fibre and Cable Joint Stock Ltd. Company published this content on 10 September 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 10 September 2017 11:28:09 UTC.

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