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COSLIGHT TECHNOLOGY INTERNATIONAL GROUP LIMITED

光 宇 國 際 集 團 科 技 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 1043)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("Meeting") of Coslight Technology International Group Limited ("Company") will be held at Rooms 2501-2502, COSCO Tower, 181-183 Queen's Road Central, Hong Kong on Friday, 11 September 2020 at 3:30 p.m. for the following purposes:

  1. To re-elect the following directors and authorise the board of directors to fix directors' remuneration:
    1. Mr. Zhang Li Ming, as an executive director;
    2. Mr. Li Zeng Lin, as an independent non-executive director; and
    3. Dr. Gao Yun Zhi, as an independent non-executive director;
  2. To appoint auditors and to authorise the Board to fix their remuneration;
  • For identification purpose only

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3. By way of special business, to consider, and if thought fit, to pass each of the following resolutions, with or without modification, as an ordinary resolution:

ORDINARY RESOLUTION

  1. "THAT:
    1. subject to paragraph (c) of this Resolution, the exercise by the directors of the Company ("Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company ("Shares") or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make, issue or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
    2. the approval given in paragraph (a) of this Resolution shall be in addition to any other authorizations given to the Directors and shall authorize the Directors during the Relevant Period to make, issue or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
    3. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted or otherwise dealt with (whether pursuant to an option, a conversion or otherwise) and issued by the Directors pursuant to the approval given in paragraph (a) of this Resolution, otherwise than pursuant to:
      1. a Rights Issue (as hereinafter defined);
      2. the exercise of the rights of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into Shares;
      3. any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company from time to time; or

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  1. the exercise of any option granted under any option scheme or similar arrangement for the time being adopted for the grant or issue to the officers and/or employees of the Company and/or any of its subsidiaries of option to subscribe for, or rights to acquire Shares;

shall not exceed 20% of the total number of the issued shares of the Company at the date of passing of this Resolution, and if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of the issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and the said approval shall be limited accordingly;

  1. for the purpose of this Resolution:
    "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda and other relevant jurisdiction to be held; and
    3. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the members of the Company in general meeting; and
  2. for the purpose of this Resolution:
    "Rights Issue" means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or any class thereof as at that date (subject to such exclusion or other arrangements as the Directors 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

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  1. "THAT:
    1. subject to paragraph (c) of this Resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its own securities on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Code on Share Buy-backs of Hong Kong, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;
    2. the approval given in paragraph (a) of this Resolution shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase the Shares at a price determined by the Directors;
    3. the total number of the securities which may be repurchased by the Company pursuant to paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the total number of the issued securities of the Company at the date of the passing of this Resolution, and if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of the issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and the approval granted under paragraph (a) of this Resolution shall be limited accordingly; and
    4. for the purpose of this Resolution:
      "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
      1. the conclusion of the next annual general meeting of the Company;

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    1. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda or other relevant jurisdiction to be held; and
    2. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the members of the Company in general meeting."
  1. "THAT conditional upon the passing of Resolutions nos. 3A and 3B as set out in the notice convening the Meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with the securities of the Company pursuant to Resolution no. 3A above be and is hereby extended by the addition thereto the total number of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution no. 3B above, provided that such amount shall not exceed 10% of the total number of the issued shares of the Company at the date of the passing of this Resolution."

By Order of the Board

Coslight Technology International Group Limited

Song Dian Quan

Chairman

Hong Kong, 12 August 2020

Notes:

1. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

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  1. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he 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 Company's branch share register in respect of the joint holding.
  2. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting (i.e. not later than 3:30 p.m. on Wednesday, 9 September 2020) or adjourned meeting at which the person named in the instrument proposes to vote. Delivery of an instrument appointing a proxy shall not preclude a member 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.
  3. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"), any votes 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). Therefore, all resolutions proposed at the meeting shall be voted by poll.
  4. The register of members of the Company will be closed from Tuesday, 8 September 2020 to Friday, 11 September 2020 (both days inclusive), during which period no transfer of Shares will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Monday, 7 September 2020.
  5. In relation to proposed resolutions numbered 1(A) to (C) above, particulars of Mr. Zhang Li Ming, Mr. Li Zeng Lin and Dr. Gao Yun Zhi are set out in Appendix I to the circular issued by the Company on 12 August 2020 ("Circular").
  6. In relation to proposed resolutions numbered 3(A) and 3(C) above, approval is being sought from the shareholders for granting to the directors of the Company a general mandate to authorise the allotment and issue of shares under the Listing Rules. The board of directors of the Company has no immediate plan to issue any new shares of the Company.

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  1. In relation to proposed resolution no. 3(B) above, the directors of the Company wish to state that they will exercise the powers conferred thereby to repurchase 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 are set out in Appendix II to the Circular.
  2. In view of the ongoing Novel Coronavirus ("COVID-19") epidemic and recent requirements for prevention and control of its spread by the government of Hong Kong, the Company strongly recommends Shareholders to exercise their voting rights by appointing the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.
    The following prevention and control measures will be implemented at the Annual General Meeting:
    1. Compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37 degrees Celsius will not be admitted to the venue;
    2. Every Shareholder or proxy is required to wear surgical facial mask throughout the meeting; and
    3. No refreshment will be served.

The Chairman of the Meeting has the authority to adjourn the Annual General Meeting if at any time during the Annual General Meeting, the Chairman determines that the proceedings of the Annual General Meeting contravene any laws or regulations.

10. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the Executive Directors of the Company are Mr. SONG Dian Quan, Ms. LUO Ming Hua, Mr. LI Ke Xue, Mr. XING Kai, Mr. ZHANG Li Ming, Mr. LIU Xing Quan; and the Independent Non-executive Directors are Mr. LI Zeng Lin, Dr. GAO Yun Zhi, Ms. ZHU Yan Ling.

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Coslight Technology International Group Ltd. published this content on 12 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2020 22:12:17 UTC