Cogobuy : Circular - Discloseable and Connected Transaction - Purchase Option Agreement

01 Cover 42881-01D 0..1

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 registered 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)

DISCLOSEABLE AND CONNECTED TRANSACTION -

PURCHASE OPTION AGREEMENT

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

A notice convening the EGM of Cogobuy Group to be held at IngDan Experience Center, Unit C101-103 First Floor, Production, Teaching and Research Base of China University of Geosciences, South Keyuan Road, High- Tech Industrial Park, Nanshan, Shenzhen 518057, China on Wednesday, 3 February 2016 at 4: 00 p.m. is set out on pages 25 to 26 of this circular. A form of proxy for use at the EGM 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 EGM, 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the EGM if they so wish.

18 January 2016

Page

Definitions ........ ....... ........ ....... ....... ........ ....... ........ ....... ... 1

Letter from the Board .... ........ ....... ....... ........ ....... ........ ....... ... 4

Letter from the Independent Board Committee .. ........ ....... ........ ....... ... 12

Letter from Alliance Capital ...... ....... ....... ........ ....... ........ ....... ... 14

Appendix - General information .... ....... ........ ....... ........ ....... ... 20

Notice of the EGM ....... ........ ....... ....... ........ ....... ........ ....... ... 25

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

''Alliance Capital'' or

''Independent Financial Adviser''

Alliance Capital Partners Limited* (同人融資有限公司), a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, and appointed as the independent financial adviser to the Independent Board Committee and independent Shareholders in respect of the Purchase Option Agreement

''Board'' the board of Directors

''Brilliant'' Brilliant Group Global Limited, a limited liability company incorporated in the British Virgin Islands, a wholly-owned subsidiary of Envision Global and an associate of Mr. Kang

''Business Day'' a day (excluding Saturdays, Sundays or public holidays in the PRC) on which businesses are generally open in the PRC

''Company'' Cogobuy Group 科通芯城集團, a limited liability company incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange

''connected person'' has the meaning ascribed thereto in the Listing Rules ''controlling shareholder'' has the meaning ascribed thereto in the Listing Rules ''Director(s)'' the director(s) of the Company

''EGM'' the extraordinary general meeting of the Company proposed to be convened and held at IngDan Experience Center, Unit C101-103 First Floor, Production, Teaching and Research Base of China University of Geosciences, South Keyuan Road, High-Tech Industrial Park, Nanshan, Shenzhen 518057, China on Wednesday, 3 February 2016 at 4: 00 p.m., to consider and, if thought fit, to approve the Purchase Option Agreement and the transaction contemplated thereunder

''Envision Global'' Envision Global Investments Limited, a limited liability

company incorporated in the British Virgin Islands which is wholly-owned by Mr. Kang and is a controlling shareholder of the Company

''Group'' the Company and its subsidiaries

''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

''Independent Board Committee'' the independent board committee of the Company comprising

all of the independent non-executive Directors for the purpose of giving a recommendation to the independent Shareholders on the terms of the Purchase Option Agreement and the transactions contemplated thereunder

''Latest Practicable Date'' 12 January 2016, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information referred to in this circular

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange

''Mr. Kang'' Mr. KANG Jingwei, Jeffrey (康敬偉), Chairman of the Board, Chief Executive Officer, executive Director and a controlling shareholder of the Company

''Mr. Wu'' Mr. WU Lun Cheung Allen (胡麟祥), Chief Financial Officer, executive Director and Company Secretary of the Company

''Ms. Yao'' Ms. YAO Yi (姚怡), a substantial shareholder of the Company

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

''Purchase Option Agreement'' an agreement dated 11 December 2015 between the Purchaser,

the Seller and the Target Company, pursuant to which, among other things, it was agreed that the Seller will grant the Purchaser an option for the Purchaser or any third party designated by the Purchaser to acquire, at its discretion and through one or more transactions, the entire equity interest in the Target Company for a cash consideration of RMB300,000,000 (equivalent to approximately HK$375,000,000), or part of the equity interest in the Target Company for a cash consideration which is proportional to the percentage of equity interest being acquired

''Purchaser'' Qianhai Cogobuy.com (Shenzhen) Limited* (前海科通芯城通

信技術(深圳)有限公司), a limited liability company

established under the laws of the PRC and an indirect wholly- owned subsidiary of the Company