Yangtze Optical Fibre and Cable Joint Stock C : NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

Yangtze Optical Fibre and Cable Joint Stock Limited Company* ڗ࠭ΈᜄΈ᝙ٰ΅Ϟࠢʮ̡

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

(Stock Code: 6869)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM" or the "Meeting") of Yangtze Optical Fibre and Cable Joint Stock Limited Company* (the "Company") will be held on Thursday, February 21, 2019 at 2:30 p.m. at Multi-Media Meeting Room, 201# Building, No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC, for the purpose of considering and if thought fit, passing the following resolutions:

ORDINARY RESOLUTION

• 1. To consider and approve the estimates of the 2019 annual transaction amounts for the related party transactions during the ordinary and usual course of business as set out in Appendix I to the circular of the Company dated January 4, 2019, and that the board of directors of the Company (the "Board") or such persons as authorized by the Board, be authorized to enter into specific business agreements with the related parties from time to time in the year 2019 within the limits of the estimates on the transaction amounts, for each transaction contemplated under this proposal during the ordinary and usual course of business.

  SPECIAL RESOLUTIONS

• 2. To consider and approve the proposal for the Employee Share Ownership Plan as set out in

• Appendix II to the circular of the Company dated January 4, 2019.

• 3. To consider and approve the proposal for Management Measures on Employee Share Ownership Plan.

• 4. To authorize the Board to implement and handle matters regarding the Employee Share Ownership Plan.

By Order of the Board

Yangtze Optical Fibre and Cable Joint Stock Limited Company* ڗ࠭ΈᜄΈ᝙ٰ΅Ϟࠢʮ̡

Ma Jie Chairman

Wuhan, PRC, January 4, 2019

*

For identification purpose only

Notes:

(1)

Circular

Details of the above proposals and resolutions to be considered at the EGM are set out in the circular of the Company dated January 4, 2019 (the "Circular"). Unless otherwise defined in this notice, capitalized terms used in this notice shall have the same meanings as those defined in the Circular.

(2)

Closure of register of members and eligibility for attending the EGM

Holders of H shares of the Company ("H Shares") are advised that the register of members will be closed from Tuesday, January 22, 2019 to Thursday, February 21, 2019 (both days inclusive). Holders of H Shares whose names appear on the register of members of the Company maintained in Hong Kong at close of business on Monday, January 21, 2019 are entitled to attend the EGM. Holders of H Shares who wish to attend the EGM but have not registered the transfer documents are required to deposit the transfer document together with the relevant share certificates at the H Share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, at or before 4:30 p.m. on Monday, January 21, 2019.

(3)

Proxy

Shareholders entitled to attend and vote at the EGM may appoint one or more proxies to attend, speak and vote in their stead. A proxy need not be a shareholder of the Company. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorized in writing. If the shareholder is a corporate body, the proxy form must be either executed under its common seal or under the hand of its director(s) or duly authorized attorney(s). If the proxy form is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization documents must be notarised. To be valid, the proxy form together with the power of attorney or other authorization document (if any) must be lodged at the H Share registrar of the Company by the holder of H Shares by hand or by post not less than 24 hours before the time fixed for holding the EGM (i.e. not later than 2:30 p.m. on Wednesday, February 20, 2019) or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the EGM if he so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked. The H Share registrar of the Company is Tricor Investor Services Limited, whose address is at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong.

(4)

Reply Slip

Holders of H Shares who intend to attend the EGM in person or by proxy should return the reply slip by hand, by fax or by post to the H Share registrar of the Company, Tricor Investor Services Limited on or before Thursday, January 31, 2019. The address of Tricor Investor Services Limited is Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (Tel: [phone], Fax: [phone]).

(5)

Joint holder of shares

In the case of joint holders of any shares of the Company, any one of such joint holders may vote at the above Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

(6)

Voting by poll

On a poll, every member present in person or by proxy shall be entitled to one vote for each share of the Company registered in his name. The result of such poll shall be deemed to be the resolution of the Meeting at which the poll was so taken.

(7)

Other issues

The EGM is expected to last for half a day. Shareholders (in person or by proxy) attending the EGM are responsible for their own transportation, catering and accommodation expenses. Shareholders or their proxies attending the EGM shall produce their identification documents.

The EGM starts at 2:30 p.m. Registration for admission to the EGM will take place from 1:30 p.m. to 2:30 p.m.

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

As at the date of this notice, the Board comprises Zhuang Dan and Frank Franciscus Dorjee, as executive directors; Ma Jie, Yao Jingming, Philippe Claude Vanhille, Pier Francesco Facchini, Xiong Xiangfeng and Zheng Huili, as non-executive directors; Ngai Wai Fung, Ip Sik On Simon, Li Ping and Li Zhuo, as independent non-executive directors.