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

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1

Letter from the Board

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

2.

Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

3.

Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . .

6

4.

Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . .

7

5.

Proposed Granting of Specific Mandate to Issue Shares under the RSU Scheme . .

7

6.

Re-appointment of SHINEWING (HK) CPA LIMITED as Auditor of the Company

11

7.

Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11

8.

Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

9.

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12

10.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

Appendix I

- Details of the Retiring Directors Proposed to be

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

14

Appendix II

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

17

Appendix III

- Information regarding the RSU Scheme and the Scheme Mandate . . .

22

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

25

''HK$''

Hong Kong dollar(s), the lawful currency of Hong Kong;

''Hong Kong''

the Hong Kong Special Administrative Region of the People's

Republic of China;

''Issuance Mandate''

a general mandate proposed to be granted to the Directors to

allot, issue or deal with additional Shares of not exceeding

20% of the total number of issued Shares in the share capital

of the Company 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 as described in the section headed ''4. Proposed

granting of general mandate to issue Shares'';

''Latest Practicable Date''

April 24, 2019, being the latest practicable date prior to the

printing of this circular for ascertaining certain information in

this circular;

''Listing Date''

July 18, 2014, being the listing date on which the Shares are

listed on the Main Board of the Stock Exchange;

''Listing Rules''

the Rules Governing the Listing of Securities on The Stock

Exchange of Hong Kong Limited;

''Ms. Yao Yi''

Ms. Yao Yi (姚怡), our substantial shareholder, the sole

shareholder of Shenzhen Cogobuy, and the wife of Mr. Li

Feng, one of our members of senior management;

''PRC''

the People's Republic of China, excluding for the purpose of

this circular, Hong Kong, the Macau Special Administrative

Region of the People's Republic of China and Taiwan;

''Remuneration Committee''

remuneration committee of the Company;

''RMB''

Renminbi, the lawful currency of the People's Republic of

China;

''RSUs'' or ''Restricted Share

Restricted share units granted under the RSU Scheme;

Units''

''RSU Scheme''

the restricted share unit scheme adopted by the Company to

grant RSUs to directors, senior management and employees of

the Group, which took effect on March 1, 2014 and was

amended and restated on December 21, 2014;

''RSU Specific Mandate'''

a specific mandate granted to the Directors 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 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 as

described in the section headed ''5. Proposed granting of

specific mandate to issue Shares under the RSU Scheme'';

''Scheme Trustees''

Computershare Hong Kong Trustees Limited and The Core

Trust Company Limited, the trustees appointed by the

Company for holding all of the Shares in trust for satisfying

release of Shares upon vesting under RSUs granted by the

Company to eligible participants of the RSU Scheme;

''SFO''

the Securities and Futures Ordinance, Chapter 571 of the Laws

of Hong Kong;

''Share(s)''

ordinary share(s) of US$0.0000001 each in the issued capital

of the Company;

''Share Repurchase Mandate''

a general mandate proposed to be granted to the Directors to

repurchase Shares on the Stock Exchange of not exceeding

10% of the total number of issued Shares in the share capital

of the Company 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 as described in the section headed ''3. Proposed

granting of general mandate to repurchase Shares'';

''Shareholder(s)''

holder(s) of Share(s);

''Shenzhen Cogobuy''

Shenzhen Cogobuy Information Technologies Limited (深圳市

可購百信息技術有限公司), a limited liability company

established in the People's Republic of China on December

13, 2012, wholly-owned by Ms. Yao and, by virtue of the

contractual arrangements, accounted for as our subsidiary;

''Stock Exchange''

The Stock Exchange of Hong Kong Limited;

''subsidiary''

the meaning ascribed to it under the Listing Rules;

''substantial shareholder''

the meaning ascribed to it under the Listing Rules;