Cogobuy : PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND SPECIFIC MANDATE TO ISSUE SHARES UNDER THE RSU SCHEME 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 a stockbroker or other licensed dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

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

COGOBUY GROUP

科 通 芯 城 集 團

(a company incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 0400)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

SPECIFIC MANDATE TO ISSUE SHARES UNDER THE RSU SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Cogobuy Group to be held at IngDan Innovation Center, 1st Floor Microsoft Comtech Tower, No. 55 Gaoxin South 9th Road, Nanshan District, Shenzhen, China on Thursday, 10 June 2021 at 2:30 p.m. is set out on pages 25 to 30 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.cogobuy.com).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 2:30 p.m. on Tuesday, 8 June 2021 or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

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

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 31 of this document for measures being taken to try to prevent and control the spread of the Novel Coronavirus Disease (COVID-19) at the Annual General Meeting, including:

. compulsory body temperature checks and health declarations

. compulsory wearing of a surgical face mask for each attendee

. no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any quarantine prescribed by the Government of the People's Republic of China will be denied entry into the meeting venue. The Company reminds shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

29 April 2021

CONTENTS

5. Proposed Granting of Specific Mandate to Issue Shares under

6. Re-appointment of SHINEWING (HK) CPA LIMITED

as Auditor of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 7. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

8. Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

9. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 10. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Appendix I - Details of the Retiring Directors Proposed to be

Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . 15

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DEFINITIONS

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

''Annual General Meeting'' the annual general meeting of the Company to be held at IngDan Innovation Center, 1st Floor Microsoft Comtech Tower, No. 55 Gaoxin South 9th Road, Nanshan District, Shenzhen, China on Thursday, 10 June 2021 at 2:30 p.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 25 to 30 of this circular, or any adjournment thereof (as the case may be);

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DEFINITIONS

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DEFINITIONS

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DEFINITIONS

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LETTER FROM THE BOARD

COGOBUY GROUP

科 通 芯 城 集 團

(a company incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 0400)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

SPECIFIC MANDATE TO ISSUE SHARES UNDER THE RSU SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 10 June 2021 to enable the Shareholders to make an informed decision on whether to vote for or against such resolutions.

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LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Articles 84(1) and (2) of the Articles of Association, Mr. Kang Jingwei, Jeffrey and Mr. Hao Chunyi, Charlie shall retire at the Annual General Meeting. All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

In considering and approving such re-election, the Nomination Committee has taken into account a wide range of diversity perspectives including, but not limited to, gender, age, cultural and educational background, professional qualifications, skills, knowledge and industry and regional experience, as set out in the board diversity policy of the Company.

The Nomination Committee has assessed and reviewed the written confirmation of the independence of Mr. Hao Chunyi, Charlie who offered himself for re-election at the Annual General Meeting, based on the independence criteria as set out in Rule 3.13 of the Listing Rules, and is satisfied that he remains independent.

The Nomination Committee has also considered that the strong business background of Mr. Hao Chunyi, Charlie and his experiences as senior management in various industries will continue to bring contribution to the development of the Company. In addition, Mr. Hao Chunyi, Charlie has provided in-depth insights to the Board and demonstrated his ability to provide independent, balanced and impartial views to the Company's affairs.

As such, the Board proposes each of Mr. Kang Jingwei, Jeffrey and Mr. Hao Chunyi, Charlie to stand for re-election as Directors at the Annual General Meeting.

Details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

Subject to the requirements under the Listing Rules and the Articles of Association, a Shareholder may nominate a person to stand for election as a Director.

3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 10 June 2020, a general and unconditional mandate was granted to the Directors to repurchase Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of the issued Shares as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 25 to 30 of this circular (i.e. a total of 141,618,473 Shares assuming that the issued share capital of the Company remains unchanged

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LETTER FROM THE BOARD

between the Latest Practicable Date and the date of the Annual General Meeting). Any repurchase may be done subject to market conditions, compliance with the Listing Rules and at the Board's absolute discretion.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

The Share Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Share Repurchase Mandate up to

1. the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the date of revocation or variation of the Share Repurchase Mandate by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 10 June 2020, a general and unconditional mandate was granted to the Directors to issue, allot and deal with Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue and deal with additional Shares up to a limit equal to 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 25 to 30 of this circular (i.e. a total of 283,236,946 Shares assuming that the issued share capital of the Company remains unchanged between the Latest Practicable Date and the date of the Annual General Meeting).

In addition, a separate ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting contained in item 7 of the notice of the Annual General Meeting as set out on pages 25 to 30 of this circular.

The Issuance Mandate (including the extended Issuance Mandate), if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issuance Mandate (including the extended Issuance Mandate) up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the date of revocation or variation of the Issuance Mandate (including the extended Issuance Mandate) by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

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LETTER FROM THE BOARD

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate (if granted to the Directors at the Annual General Meeting).

5. PROPOSED GRANTING OF SPECIFIC MANDATE TO ISSUE SHARES UNDER THE RSU SCHEME

Reference is made to the prospectus of the Company dated 8 July 2014 and the announcement dated 22 December 2014 in relation to the RSU Scheme. The RSU Scheme is not a share option scheme and is not subject to the provisions of Chapter 17 of the Listing Rules.

Pursuant to the written resolutions of all the Shareholders passed on 27 June 2014, the Company issued and allotted 30,200,000 Shares to the trustees of the RSU Scheme which held the Shares in trust for satisfying release of shares upon vesting under RSUs granted by the Company to eligible participants of the RSU Scheme. To satisfy the grant of shares under the RSU Scheme, 14,107,500 Shares, 10,200,000 Shares and 14,000,000 Shares were issued in aggregate on 23 October 2015, 18 December 2018 and 3 September 2019 respectively.

In addition, for the purpose of the RSU Scheme, Shares have been purchased from the market from time to time by Computershare Hong Kong Trustees Limited, one of the trustees of the RSU Scheme, which held the Shares in trust to be utilized to satisfy future grant of RSUs by the Company to eligible participants of the RSU Scheme. During the period from the date of the adoption of the RSU Scheme to the Latest Practicable Date, Computershare Hong Kong Trustees Limited purchased 1,952,000 Shares, 9,284,000 Shares, 2,250,000 Shares, 8,400,000 Shares, 0 Shares and 0 Shares in 2015, 2016, 2017, 2018, 2019 and 2020 respectively on the market, which made up for a total of 21,886,000 Shares, of which 6,692,000 Shares have been utilized to satisfy the grant of shares under the RSU Scheme, and 15,194,000 Shares are unallocated.

Since the adoption date of the RSU Scheme, the trustees of the RSU Scheme have held 90,393,500 Shares, of which 3,600,000 Shares were granted to two connected persons of the Company, 60,792,849 Shares were granted to employees of the Company who are not connected persons of the Company (for clarification purpose, 71,599,500 Shares were previously granted to employees of the Company who are not connected persons of the Company and 21,627,151 Shares of which have been forfeited in accordance with the RSU Scheme. Out of the 21,627,151 forfeited Shares, 10,820,500 Shares have subsequently been granted to employees who are not connected persons of the Company, and the remaining 10,806,651 forfeited Shares are Returned Shares to be utilized to satisfy the future grant of RSUs), 15,194,000 Shares are Unallocated Shares and 10,806,651 Shares are Returned Shares. Computershare Hong Kong Trustees Limited currently holds 31,310,645 Shares, of which 5,309,994 Shares have been granted but not yet vested as well as 15,194,000 Unallocated Shares and 10,806,651 Returned Shares to be utilized to satisfy the future grant of RSUs.

At the annual general meeting of the Company held on 10 June 2020, a specific mandate was granted to the Directors to grant RSUs in connection with the RSU Scheme and to issue, allot, procure the transfer of, and otherwise deal with the Shares granted under the RSU Scheme. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company

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LETTER FROM THE BOARD

the flexibility to grant RSUs in connection with the RSU Scheme and to issue, allot, procure the transfer of, and otherwise deal with the Shares granted under the RSU Scheme if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the RSU Specific Mandate to issue and allot not more than 3% of the total number of issued Shares on the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting as set out on pages 25 to 30 of this circular (i.e. a total of 42,485,541 Shares assuming that the issued share capital of the Company remains unchanged between the Latest Practicable Date and the date of the Annual General Meeting), and to procure the transfer of, and otherwise deal with, the Shares granted under the RSU Scheme. The 3% RSU Specific Mandate is conditional upon (i) passing of an ordinary resolution by the Shareholders to approve RSU Specific Mandate at the Annual General Meeting; and (ii) the Stock Exchange's granting the listing of, and the permission to deal in, the Shares (representing a maximum of 3% of the total number of issued Shares on the day of passing of the resolution at the Annual General Meeting) to be issued under the RSU Specific Mandate. For clarification purpose, the 3% granting limit is only applicable to the newly issued Shares whereas the maximum number of Shares to be granted under the RSU Scheme (i.e. 10% of the issued share capital of the Company on 18 July 2014) includes the newly issued Shares which are subject to the approval of Shareholders at general meetings, and shares purchased by the trustees of the RSU Scheme from time to time. The RSU Specific Mandate, if granted, will remain in effect during the period from the date of passing of the ordinary resolution granting the RSU Specific Mandate 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 Articles of Association or any applicable laws to be held; and
3. the date of revocation or variation of RSU Specific Mandate by ordinary resolution of the Shareholders in a general meeting.

An application will be made to the Stock Exchange for the listing of, and the permission to deal in, the Shares (representing a maximum of 3% of the total number of issued Shares on the day of passing of the resolution at the Annual General Meeting) to be issued under the RSU Specific Mandate.

The table below is for illustration only and sets out the shareholding structure of the Company

1. as at the Latest Practicable Date; and (ii) upon allotment and issue of all the Shares if the RSU Specific Mandate is exercised in full, assuming no other Shares will be issued between the Latest Practicable Date and the date until all new Shares have been allotted and issued under the RSU Specific Mandate (if any):

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LETTER FROM THE BOARD

Notes:

1. Envision Global is owned by Mr. Kang Jingwei, Jeffrey, an executive Director, as to 100%.
2. Total Dynamic Holdings Limited is owned by Ms. Yao as to 100%.
3. Each of Mr. Kang Jingwei, Jeffrey and Mr. Wu Lun Cheung Allen is a Director. 1,800,000 Shares were granted to each of Mr. Kang Jingwei, Jeffrey and Mr. Wu Lun Cheung Allen, under the RSU Scheme on 1 March 2014 (i.e. before the Listing Date). All of the Shares granted to each of Mr. Kang and Mr. Wu have been vested in 2016.
4. As at the Latest Practicable Date, excluding the forfeited Shares, 60,792,849 Shares were awarded to employees of the Company who are not connected persons of the Company under the RSU Scheme, which include (i) 55,482,855 Shares were vested with 33,934,855 Shares currently undisposed or held under a nominee account for and on behalf of the beneficiaries; and (ii) 5,309,994 Shares have not yet vested under the RSU Scheme and are held for and on behalf of the beneficiaries by Computershare Hong Kong Trustees

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LETTER FROM THE BOARD

Limited, which is not a connected person of the Company. The 39,244,849 Shares beneficially owned by other existing grantees under the RSU Scheme include the 33,934,855 vested but undisposed Shares and the 5,309,994 unvested Shares.

1. Returned Shares refer to the unvested Shares previously granted to employees but were forfeited voluntarily or forfeited at the date of their resignation. Returned Shares are held by Computershare Hong Kong Trustees Limited on trust and are expected to be utilized to satisfy future grant of RSUs, if any.
2. Unallocated Shares refer to the Shares previously purchased by Computershare Hong Kong Trustees Limited on trust to be utilized to satisfy future grant of award.

The cost attributable to the grant of any awards under the RSU Scheme will be accounted for by reference to the market value of the Shares at the time of the grant, taking into account the terms and conditions upon which Shares were granted. The fair value of the RSUs granted to employees is recognized as an employee cost with a corresponding increase in a capital reserve within equity. Where the employees have to meet vesting conditions before becoming unconditionally entitled to the RSUs, the total estimated fair value of the RSUs as of the grant date is spread over the vesting period, taking into account the probability that the RSUs will vest. The Company will give due consideration to any financial impact arising from the grant of awards under the RSU Scheme before exercising the RSU Scheme Mandate.

For the avoidance of doubt, any Shares issued pursuant to the RSU Specific Mandate will not count towards the Shares to be issued (if any) pursuant to the Issuance Mandate proposed under the ordinary resolution contained in item 6 of the notice of the Annual General Meeting.

Once the Company has identified specific grantees and decide to utilise the RSU Specific Mandate for any grants, the Company will issue an announcement disclosing the relevant details, including but not limited to the identities of the grantees and their respective numbers of RSUs. For any grant of Shares to connected persons of the Company, the Company will comply with the relevant requirements under Chapter 14A of the Listing Rules, including obtaining the Independent Shareholders' approval. As at the Latest Practicable Date, save for the 1,800,000 Shares granted to each of Mr. Kang Jingwei, Jeffrey and Mr. Wu Lun Cheung Allen, no Shares have been granted to connected persons of the Company.

The Company has two trustees for the RSU Scheme, Computershare Hong Kong Trustees Limited (''Computershare'') and The Core Trust Company Limited (''Core Trust'', and together with Computershare, the ''Trustees''), which are third parties independent of the Company. The Directors do not have any interest in the Trustees. As at the Latest Practicable Date, the Group had approximately 495 employees, of which 12 are participants of the RSU Scheme. Core Trust holds the Shares under the RSU Scheme for beneficiaries who are connected persons of the Company and Computershare holds the Shares under the RSU Scheme for beneficiaries who are not connected persons of the Company. Core Trust is an associate of the connected persons of the Company. If the Company issues any new Shares to Core Trust, it will constitute a connected transaction under Chapter 14A of the Listing Rules and the Company will comply with the relevant requirements accordingly. If the Company purchases Shares in the open market to satisfy any grant to its connected persons (including Core Trust), it will not constitute a connected transaction under

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LETTER FROM THE BOARD

Chapter 14A of the Listing Rules. Computershare will not be a connected person of the Company under Chapter 14A of the Listing Rules because it does not hold the Shares under the RSU Scheme for and on behalf of the Directors and is therefore not a ''close associate'' of the Directors for the purpose of Rule 1.01 of the Listing Rules. As at the Latest Practicable Date, (i) Core Trust does not hold any Shares for and on behalf of the connected persons of the Company; and (ii) Computershare holds 5,309,994 Shares for and on behalf of independent third parties prior to them being vested and these Shares are counted towards the public float for the purpose of Rules 8.08 and 8.24 of the Listing Rules.

The Trustees who collectively hold 31,310,645 Shares, representing approximately 2.21% of the total number of Shares in issue on the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting, on the assumption that no Shares are issued to the Trustees during the period between the Latest Practicable Date and the date of the Annual General Meeting, shall not exercise the voting rights in respect of any Shares held under trust and will therefore abstain from voting on the proposed resolution contained in item 8 of the notice of the Annual General Meeting. Save as disclosed above, to the best of the Directors' knowledge, information and belief, no other Shareholder is required to abstain from voting at the Annual General Meeting in respect of the RSU Scheme.

Further information in connection with the RSU Scheme is set out in Appendix III to this circular.

6. RE-APPOINTMENT OF SHINEWING (HK) CPA LIMITED AS AUDITOR OF THE COMPANY

The Board proposes to re-appoint SHINEWING (HK) CPA Limited as auditor of the Company to hold office until the conclusion of the next annual general meeting. A resolution will also be proposed to authorize the Board to fix the auditor's remuneration. SHINEWING (HK) CPA Limited has indicated its willingness to be re-appointed as the Company's auditor for the said period.

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting, which contains, inter alia, ordinary resolutions to approve the Share Repurchase Mandate, the Issuance Mandate, the extension of the Issuance Mandate, the RSU Specific Mandate, the re-election of the retiring Directors and the re-appointment of the Company's auditor, is set out on pages 25 to 30 of this circular.

Pursuant to the Listing Rules and Article 66(1) of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll, except where the chairman decides to allow a resolution relating purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

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LETTER FROM THE BOARD

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.cogobuy.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 2:30 p.m. on Tuesday, 8 June 2021 or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

8. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 7 June 2021 to Thursday, 10 June 2021, both dates inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 4 June 2021. In the event that the Annual General Meeting is adjourned to a date later than 10 June 2021 due to the bad weather or other reasons, the book closure period and record date for determination of entitlement to attend and vote at the Annual General Meeting will remain the same as aforementioned.

9. 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.

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LETTER FROM THE BOARD

10. RECOMMENDATION

The Directors consider that the proposed re-election of the retiring Directors, the grant of the Share Repurchase Mandate, the Issuance Mandate, the extension of the Issuance Mandate and the RSU Specific Mandate, as well as the re-appointment of the Company's auditor are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

On behalf of the Board

COGOBUY GROUP

KANG Jingwei, Jeffrey

Chairman, Executive Director and Chief Executive Officer

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The following are details of the Directors who will retire at the Annual General meeting according to the Articles of Association, and being eligible, offer themselves for re-election at the Annual General Meeting.

1. MR. KANG JINGWEI, JEFFREY

KANG Jingwei, Jeffrey (''Mr. Kang''), aged 51, is the founder and Chairman of the Group, and was appointed as an executive Director of the Company in March 2014. He has been appointed as our Chief Executive Officer since July 18, 2014. Mr. Kang is responsible for the overall strategic planning and business direction of the Group. Mr. Kang is also a director of the following company of the Group:

• Cogobuy Group, Inc. (formerly known as Vision Well Global Limited).

Mr. Kang earned his bachelor of engineering degree in electrical engineering from South China Technology University in Guangzhou, China in July, 1991. Mr. Kang has over 25 years of experience in the Internet multimedia and electronic component distribution industry. Prior to founding the Company in 2002, Mr. Kang founded the predecessor of a former NASDAQ listed company Viewtran Group, Inc. (''Viewtran'') (OTCMKTS: VIEWF), formerly known as Comtech Group, in 2002, to act as a distribution channel for the sale of electronic components in the PRC and has served as an executive director of Viewtran until May 2014. Mr. Kang also founded an Internet multimedia company, Viewtran Inc., in 2000.

Mr. Kang has entered into a director service agreement with the Company for a term of 3 years commencing from June 2, 2020 and his appointment will continue thereafter unless and until terminated by either party giving 3 months' written notice in accordance with his director service agreement. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the director service agreement, Mr. Kang is entitled to a fixed salary of RMB1,000,000 per annum payable in 12 monthly instalments, for holding his office as an executive Director, Chairman and Chief Executive Officer of the Company, and a discretionary year-end bonus of an amount which may be recommended by the Board or the Remuneration Committee. Mr. Kang's remuneration is determined in accordance with the policy reviewed by the Remuneration Committee, based on appropriate criteria including but not limited to meritocracy and common market practice for comparable board compensations of other listed issuers. Mr. Kang has not received any remuneration for acting as a director of Cogobuy Group, Inc.

As at the Latest Practicable Date, Mr. Kang (i) owns Envision Global as to 100%, which in turn owns 650,200,000 Shares and is therefore deemed to be interested in these shares held by Envision Global, and (ii) personally owns 1,800,000 Shares which were granted to him under the RSU Scheme and have vested.

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Save as disclosed above, as at the Latest Practicable Date, Mr. Kang (i) does not hold any other position with the Company and other members of the Company and its subsidiaries; (ii) is not related to any Directors, senior management, substantial or controlling shareholders of the Company; and (iii) has not held other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or other major appointments and professional qualifications.

Save as disclosed, there are no other matters that need to be brought to the attention of the Shareholders in connection with Mr. Kang's re-election and there is no other information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

1. MR. HAO CHUNYI, CHARLIE

HAO Chunyi, Charlie (''Mr. Hao''), aged 61, was appointed as an independent non-executive Director since February 13, 2018. He is also the chairman of the audit committee and a member of the remuneration and nomination committees of the Company.

Mr. Hao has been appointed as the chief financial officer and chairman to the board of directors of East Stone Acquisition Corporation, an investment company incorporated in the BVI and listed on NASDAQ (NASDAQ: ESSC), in January 2020. Mr. Hao has been the chief executive officer and president of Shandong Haizhicheng Energy Engineering Co., Ltd., a pioneer in the research and development in new energy engineering projects, since 2015. Over the years, Mr. Hao has been instrumental in the founding and establishments of several investment funds and companies, including China Fundamental Acquisition Corporation, where Mr. Hao was the chief executive officer from 2008 to 2010, and a member of the board of directors and the president of China of Asia Automotive Acquisition Corporation from 2005 to 2008. Mr. Hao was the chief financial officer of Delphi Automotive Corp (Saginaw Steering System) (''Delphi'') of General Motors Inc., and oversaw the financials of three joint ventures to Delphi headquarter in Beijing from 1995 to 1999.

Mr. Hao received his MBA degree from Pace University, Master of Arts from University of Notre Dame and Bachelor of Arts from Beijing Language and Culture University (北京語言大學).

Mr. Hao has entered a letter of appointment with the Company for a term of 3 years commencing from June 10, 2020 and his appointment will continue thereafter unless and until terminated by either party giving 3 months' written notice in accordance with his letter of appointment. He is subject to retirement by rotation and re-election at the annual general meeting in accordance with the Articles of Association. Pursuant to the appointment letter, Mr. Hao is entitled to a fixed salary of HK$300,000 per annum payable in 4 equal quarterly instalments. Mr. Hao's remuneration is determined in accordance with the policy reviewed by the Remuneration Committee, based on appropriate criteria including but not limited to meritocracy and common market practice for comparable board compensations of other listed issuers.

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Save as disclosed above, as at the Latest Practicable Date, Mr. Hao (i) does not hold any other position with the Company and other members of the Company and its subsidiaries; (ii) is not related to any Directors, senior management, substantial or controlling Shareholders of the Company; (iii) has not held other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or other major appointments and professional qualifications; and (iv) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed, there are no other matters that need to be brought to the attention of the Shareholders in connection with Mr. Hao's re-election and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

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The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,416,184,732 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged between the Latest Practicable Date and the date of the Annual General Meeting, i.e. being 1,416,184,732 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, up to a total of 141,618,473 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting during the period up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the date of revocation or variation of the Share Repurchase Mandate by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

2. REASONS FOR SHARE REPURCHASES

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

The Company may only apply funds legally available for share repurchase in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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It is presently proposed that any repurchase of Shares would be made out of capital paid up on the repurchased Shares, funds of the Company which would otherwise be available for dividend or distribution or out of proceeds of a fresh issue of Shares made for the purpose and, in the case of any premium payable on such repurchase, from funds of the Company otherwise available for dividend or distribution or from the Company's share premium account.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange in each of the twelve months immediately prior to the Latest Practicable Date were as follows:

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6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of such increase.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the substantial Shareholders who were interested in 5% or more of the issued share capital of the Company were as follows:

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Notes:

1. All the Shares are held in long position (as defined under Part XV of the SFO).
2. Mr. Kang owns Envision Global as to 100%, which in turn owns 650,200,000 Shares. Therefore, Mr. Kang is deemed to be interested in the 650,200,000 Shares held by Envision Global.
3. Ms. Yao owns Total Dynamic Holdings Limited as to 100%, which in turn owns 182,888,000 Shares. Therefore, Ms. Yao is deemed to be interested in these Shares held by Total Dynamic Holdings Limited.
4. The percentage is this table is for illustrative purpose only, subject to rounding errors and is calculated based on the number of Shares in issue as at the Latest Practicable Date.

In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the interests of the substantial shareholders in the Company will be increased to approximately the percentages as set out in the table above. The Directors believe that such increases in shareholding may give rise to an obligation on Envision Global and Mr. Kang to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Share Repurchase Mandate (if granted to the Directors at the Annual General Meeting) to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange. As at the Latest Practicable Date, the public float of the Company is approximately 40.92%. If the proposed Share Repurchase Mandate is fully exercised by the Directors, the public float of the Company will be decreased to approximately 34.36%.

8. REPURCHASE OF SHARES MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company has not purchased any Shares on the Stock Exchange.

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THE RSU SCHEME AND THE RSU SPECIFIC MANDATE

Subject to the passing of the resolution as contained in item 8 of the notice convening the Annual General Meeting, the RSU Specific Mandate will be granted to the Directors to issue and allot not more than 3% of the total number of Shares in issue on the date of passing of the proposed ordinary resolution contained in item 8 of the notice of the Annual General Meeting as set out on pages 25 to 30 of this circular (i.e. a total of 42,485,541 Shares on the basis that the issued share capital of the Company remains unchanged between the Latest Practicable Date and the date of the Annual General Meeting), and to procure the transfer of, and otherwise deal with, the Shares granted under the Scheme. The RSU Specific Mandate will remain in effect during the period from the passing of the ordinary resolution granting the RSU Specific Mandate 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 Articles of Association or any applicable laws to be held; and
3. the date of revocation or variation of RSU Specific Mandate by an ordinary resolution of the Shareholders in a general meeting.

The following is a summary of the principal terms of the RSU Scheme:

1. Purpose of the RSU Scheme

The purpose of the RSU Scheme is to reward the fidelity of the directors, executive officers, senior managers and employees of the Company and of its subsidiaries including Shenzhen Cogobuy Information Technologies Limited (collectively, ''Scheme Companies'' and each, a ''Scheme Company'') and align their interests with those of the Shareholders.

The RSU Scheme became effective upon the Listing Date and was amended and restated on 21 December 2014. The grant of the RSUs under the RSU Scheme is recognition of the contribution of the Scheme Companies' directors, executive officers, senior managers and employees to the historical achievements of the Company.

The Company has the intention to continue exploring ways to incentivize, retain and reward Scheme Companies' directors, executive officers, senior management and employees and may implement other RSU schemes or other share-based remuneration schemes in the future.

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1. Restricted Share Units

Each RSU is a right to receive a Share at the end of the vesting period, subject to vesting conditions provided for under the RSU Scheme. For each RSU, the Eligible Participants (as defined below) may receive, subject to vesting, one Share. RSUs cannot be sold, pledged or transferred by the Eligible Participants by any means, except by inheritance.

1. Grant of RSUs

The RSU Scheme provides for the grant of RSUs by the Company to beneficiaries (the ''Beneficiaries'') selected at the discretion of the Board from among the directors, executive officers, senior management and employees of the Scheme Companies (the ''Eligible Participants'').

The Beneficiaries will be informed of the grants made under the RSU Scheme by a letter specifying the number of granted RSUs and the applicable terms and conditions relating to the grant.

Shares will not be released under the RSUs until the applicable vesting conditions have been satisfied.

1. Vesting of RSUs

Vesting of RSUs is subject to continued employment of the Beneficiaries with a Scheme Company over the vesting period.

In the event of termination of the employment or corporate officer's mandate of a Beneficiary with a Scheme Company, his or her RSUs will be forfeited: (i) in the case of employment contracts, such forfeiture shall take effect on the date of receipt of the dismissal letter or the submission of the resignation letter (as the case may be), notwithstanding any period of notice (regardless of whether it has been given or satisfied), or on the date of the termination of the employment agreement for other circumstances; and (ii) in the case of corporate officer's mandate, such forfeiture shall take effect on the date of the expiration of the term of office, or on the date of the dismissal or notification of such dismissal.

Exceptions apply in the case of the Beneficiary's death and disability. In such events, RSUs are not forfeited and Shares are released to the Beneficiaries or his or her heirs upon their request in accordance with the rules of the RSU Scheme.

In the case of retirement or early retirement of the Beneficiary, RSUs are not forfeited. However, the Shares are not released until they vest on the Beneficiary.

If a Beneficiary's employer ceases to be a Scheme Company during the vesting period, the continued employment condition will be deemed not to have been satisfied.

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Upon vesting, the Company instructs the Scheme Trustees to release Scheme Shares to the Beneficiary on its behalf. No consideration is paid or payable by the Beneficiaries for the Shares to be issued under the RSU Scheme.

1. Duration

The RSU Scheme shall be effective from the date it took effect (i.e. 1 March 2014) and shall continue in full force and effect for a term of 10 years unless terminated earlier by the Board.

1. Maximum Number of Shares to be Granted

The aggregate number of Shares underlying all grants made pursuant to the RSU Scheme (excluding Shares which have been forfeited in accordance with the RSU Scheme) will not exceed 10% of the issued capital of the Company (i.e. 137,400,000 Shares) on 18 July 2014, being the date on which the Shares were listed on the Main Board of the Stock Exchange. As at the Latest Practicable Date, excluding Shares which have been forfeited in accordance with the RSU Scheme, the Company has granted 64,392,849 Shares, representing approximately 4.69% of the issued capital of the Company on 18 July 2014, under the RSU Scheme.

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NOTICE OF ANNUAL GENERAL MEETING

COGOBUY GROUP

科 通 芯 城 集 團

(a company incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 0400)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the ''AGM'') of Cogobuy Group (the ''Company'') will be held at IngDan Innovation Center, 1st Floor Microsoft Comtech Tower, No. 55 Gaoxin South 9th Road, Nanshan District, Shenzhen, China on Thursday, 10 June

2021 at 2:30 p.m. for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor of the Company for the year ended 31 December 2020.
2. (a) To re-elect Mr. Kang Jingwei, Jeffrey as an executive director of the Company.
3. 1. To re-elect Mr. Hao Chunyi, Charlie as an independent non-executive director of the Company.
4. To authorize the board of directors of the Company to fix the respective remuneration of the directors of the Company.
5. To re-appoint SHINEWING (HK) CPA Limited as the Company's auditor to hold office until the conclusion of the next annual general meeting of the Company and to authorize the board of directors of the Company to fix their remuneration.
6. To consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:
   ''THAT:
7. 1. subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined in paragraph (d) below) all the powers of the Company to repurchase its own shares subject to and in accordance with all applicable laws, rules and regulations;
   2. the total number of shares of the Company which may be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum

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NOTICE OF ANNUAL GENERAL MEETING

number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same;

1. the approval in paragraph (a) of this resolution shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company on behalf of the Company during the Relevant Period (as defined in paragraph (d) below) to procure the Company to purchase its shares at a price determined by the directors of the Company; and
2. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
3. 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 articles of association of the Company or any applicable laws to be held; and
   3. the date of revocation or variation of this resolution by an ordinary resolution of the shareholders in general meeting.''

6. To consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:

''THAT:

1. subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined in paragraph (d) below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options which might require the exercise of such powers;
2. the mandate in paragraph (a) above shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period (as defined in paragraph (d) below) which would or might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) below);

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
2. 1. a Rights Issue (as defined in paragraph (d) below);
   2. the exercise of subscription rights under a share option scheme of the Company;
   3. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; and
   4. the vesting of share awards granted or to be granted pursuant to the share award scheme of the Company,

shall not exceed 20% of the total number of issued shares of the Company as 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 issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
2. 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 articles of association of the Company or any applicable laws to be held; and
   3. the date of revocation or variation of this resolution by an ordinary resolution of the shareholders in general meeting.

''Rights Issue'' means an offer of shares in the Company, open for a period fixed by the directors of the Company to holders of shares of the Company 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 class thereof (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).''

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:
   ''THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the ''Notice''), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution).''
2. As special business, to consider and, if thought fit, pass the following resolution, with or without amendments, as an ordinary resolution:
   ''THAT:
3. 1. a specific mandate be and is hereby granted to the directors of the Company during the Relevant Period (as defined in paragraph (b) below) to exercise all the powers of the Company to grant restricted share units in connection with the restricted share unit scheme of the Company and to issue, allot, procure the transfer of, and otherwise deal with, not more than 3% of the total number of shares in the Company in issue as at the date of passing this resolution;
   2. for the purposes of this resolution:
      ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
   3. 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 articles of association of the Company or any applicable laws to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

1. the date of revocation or variation of this resolution by an ordinary resolution of the shareholders in general meeting.''

By Order of the Board

COGOBUY GROUP

KANG Jingwei, Jeffrey

Chairman, Executive Director and Chief Executive Officer

Hong Kong, 29 April 2021

Notes:

1. All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the Company's articles of association. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a shareholder of the Company.
   If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share held by him.
3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 2:30 p.m. on Tuesday, 8 June 2021 or not less than 48 hours before the time appointed for holding any adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. For the purpose of determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed during which period no transfer of shares will be registered. Details of such closure are set out below:

In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than the aforementioned latest time.

In the event that the AGM is adjourned to a date later than 10 June 2021 because of bad weather or other reasons, the book closure period and record date for determination of entitlement to attend and vote at the AGM will remain the same as stated above.

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NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint holders of any share of the Company, any one of such persons may vote at the AGM either personally 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 the AGM personally or by proxy, the vote of the senior holder 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.
2. A circular containing further details concerning items 2 to 8 set out in the above notice will be sent to all shareholders of the Company together with this notice.
3. References to time and dates in this notice are to Hong Kong time and dates.

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The health of our shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus Decease (COVID-19) pandemic, the Company will implement the following precautionary measures at the Annual General Meeting to protect attending shareholders, staff and stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted for every shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius will be denied entry into the meeting venue or be required to leave the meeting venue.
2. Each attendee is required to register and declare health status before entering the meeting venue. Any person who does not comply with the precautionary measures or is subject to any quarantine prescribed by the Government of the People's Republic of China will be denied entry into the meeting venue or be required to leave the meeting venue.
3. The management office of the meeting venue requires each attendee to sanitize his/her hands before entering the venue, to wear a surgical face mask inside the meeting venue and to maintain a safe distance between seats.
4. Visitor parking is not available, no refreshment will be served and there will be no corporate gift.

In addition, the Company would like to remind all Shareholders that physical attendance in person at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and returning the proxy form attached to this document.

If any Shareholder chooses not to attend the meeting in person but has any questions about any resolution(s) or about the Company, or has any matters for communication with the Board of Directors, he/she is welcome to send such questions or matters in writing to the Company's Hong Kong office at Block A, 5th Floor, Goodman Kwai Chung Logistics Centre, 585-609 Castle Peak Road, Kwai Chung, New Territories, Hong Kong or to our email at ir@cogobuy.com.

If any Shareholder has any questions relating to the meeting, please contact Computershare Hong Kong Investor Services Limited, the Company's share registrar in Hong Kong, as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre

183 Queen's Road East, Wan Chai, Hong Kong Email: hkinfo@computershare.com.hk

Tel: 2862 8555

Fax: 2865 0990

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