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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yangtze Optical Fibre and Cable Joint Stock Limited Company*, you should at once hand this circular together with the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

Yangtze Optical Fibre and Cable Joint Stock Limited Company*

長 飛光 纖光纜 股份 有限 公司

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

(Stock Code: 6869)

  1. PROPOSED RE-ELECTION OR ELECTION AND APPOINTMENT OF DIRECTORS AND NON-EMPLOYEE REPRESENTATIVE SUPERVISORS;
  2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROCEDURAL RULES FOR THE GENERAL MEETING, PROCEDURAL

RULES FOR THE BOARD MEETING, AND PROCEDURAL RULES FOR THE

BOARD OF SUPERVISORS MEETING;

AND

  1. NOTICES OF EXTRAORDINARY GENERAL MEETING AND H SHARE CLASS MEETING

A letter from the Board is set out from pages 4 to 8 of this circular.

A notice convening each of the EGM and the H Share Class Meeting to be held at Multi-Media Meeting Room, 201# Building, No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC on Friday, January 17, 2020 at 1:30 p.m. and 2:30 p.m., respectively is set out on pages 38 to 41 and 42 to 43 of this circular, respectively.

If you intend to appoint a proxy to attend the EGM and/or the H Share Class Meeting, you are required to complete and return the accompanying proxy forms in accordance with the instructions printed thereon. The proxy forms should be returned by holder of H Shares to the Company's H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by hand or by post not less than 24 hours before the time appointed for holding the EGM and/or the H Share Class Meeting or any adjourned meeting thereof (as the case may be). Completion and return of the proxy forms will not preclude you from attending and voting in person at the EGM and/or the H Share Class Meeting or at any adjourned meeting (as the case may be) should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the EGM and/or the H Share Class Meeting in person or by proxy, you are required to complete and return the reply slips to the Company's H share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong on or before Friday, December 27, 2019.

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

  • For identification purpose only

December 2, 2019

CONTENTS

Page

DEFINITIONS .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

APPENDIX I

BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES . .

9

APPENDIX II

BIOGRAPHICAL DETAILS OF NON-EMPLOYEE

REPRESENTATIVE SUPERVISORS CANDIDATES . . . . . . .

18

APPENDIX III

AMENDMENTS TO THE ARTICLES

OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

APPENDIX IV

AMENDMENTS TO PROCEDURAL RULES FOR THE

GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32

APPENDIX V

AMENDMENTS TO PROCEDURAL RULES FOR THE

BOARD MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35

APPENDIX VI

AMENDMENTS TO PROCEDURAL RULES FOR THE

BOARD OF SUPERVISORS MEETING . . . . . . . . . . . . . . . . .

37

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . .

38

NOTICE OF H SHARE CLASS MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

42

- i -

DEFINITIONS

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

"A Share(s)"

ordinary share(s) of the Company, with a nominal value

of RMB1.00 each, which are traded in Renminbi and

listed on the SSE (stock code: 601869)

"A Share Class Meeting"

a class meeting of holders of the A Shares of the

Company to be held at Multi-Media Meeting Room, 201#

Building, No. 9 Guanggu Avenue, East Lake High-tech

Development Zone, Wuhan, Hubei Province, PRC on

Friday, January 17, 2020 at 2:00 p.m., or any

adjournment thereof

"Articles of Association"

the articles of association of the Company, as amended

from time to time

"Board"

the board of directors of the Company

"Board of Supervisors"

the board of supervisors of the Company

"China Huaxin"

China Huaxin Post and Telecom Technologies Co., Ltd

(中國華信郵電科技有限公司), an entity incorporated in

the PRC, one of the substantial shareholders of the

Company

"Company"

Yangtze Optical Fibre and Cable Joint Stock Limited

Company* (長飛光纖光纜股份有限公司), a joint stock

limited company incorporated in the PRC with limited

liability, the A Shares and H Shares of which are listed on

SSE and the Main Board of the Stock Exchange,

respectively

"Company Law"

the Company Law of the People's Republic of China

"CSRC"

the China Securities Regulatory Commission

"Director(s)"

the director(s) of the Company

"Draka"

Draka Comteq B.V., a company incorporated in the

Netherlands, one of the substantial shareholders of the

Company

- 1 -

DEFINITIONS

"EGM"

an extraordinary general meeting of the Company to be

held at Multi-Media Meeting Room, 201# Building, No.

9 Guanggu Avenue, East Lake High-tech Development

Zone, Wuhan, Hubei Province, PRC on Friday, January

17, 2020 at 1:30 p.m., or any adjournment thereof

"H Share(s)"

overseas listed foreign shares in the share capital of the

Company, with a nominal value of RMB1.00 each, which

are listed on the Main Board of the Stock Exchange and

traded in Hong Kong dollars (stock code: 6869)

"H Share Class Meeting"

a class meeting of holders of the H Shares of the

Company to be held at Multi-Media Meeting Room, 201#

Building, No. 9 Guanggu Avenue, East Lake High-tech

Development Zone, Wuhan, Hubei Province, PRC on

Friday, January 17, 2020 at 2:30 p.m., or any

adjournment thereof

"Hong Kong"

the Hong Kong Special Administrative Region of the

PRC

"Latest Practicable Date"

November 28, 2019, being the latest practicable date

prior to the printing of this circular for ascertaining

certain information in this circular

"Listing Rules"

the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited

"PRC"

the People's Republic of China

"Prysmian Group"

Prysmian S.p.A. and its group companies

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

The Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong)

"Shareholders"

holders of shares of the Company

"Shares"

A Shares and/or H Shares

"SSE"

Shanghai Stock Exchange

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

- 2 -

DEFINITIONS

"substantial shareholder"

has the meaning ascribed thereto under the Listing Rules

"Supervisor(s)"

supervisors of the Company

"Yangtze Communications"

Wuhan Yangtze Communications Industry Group Co.,

Ltd (武漢長江通信產業集團股份有限公司), a company

incorporated in the PRC, one of the substantial

shareholders of the Company

"%"

percent

  • For identification purpose only

- 3 -

LETTER FROM THE BOARD

Yangtze Optical Fibre and Cable Joint Stock Limited Company*

長 飛光 纖光纜 股份 有限 公司

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

(Stock Code: 6869)

Executive Directors:

Registered Office:

Mr. ZHUANG Dan

No. 9 Guanggu Avenue

Mr. Frank Franciscus DORJEE

East Lake High-tech Development Zone

Wuhan, Hubei Province

Non-executive Directors:

PRC

Mr. MA Jie (Chairman)

Mr. YAO Jingming

Principal Place of Business in Hong Kong:

Mr. Philippe Claude VANHILLE

Level 54

Mr. Pier Francesco FACCHINI

Hopewell Centre

Mr. XIONG Xiangfeng

183 Queen's Road East

Ms. ZHENG Huili

Hong Kong

Independent Non-executive Directors:

Dr. NGAI Wai Fung

Dr. IP Sik On Simon

Mr. LI Ping

Dr. LI Zhuo

December 2, 2019

To the Shareholders

Dear Sir or Madam,

  1. PROPOSED RE-ELECTION OR ELECTION AND APPOINTMENT OF DIRECTORS AND NON-EMPLOYEE REPRESENTATIVE SUPERVISORS;
  2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROCEDURAL RULES FOR THE GENERAL MEETING, PROCEDURAL

RULES FOR THE BOARD MEETING, AND PROCEDURAL RULES FOR THE

BOARD OF SUPERVISORS MEETING;

AND

    1. NOTICES OF EXTRAORDINARY GENERAL MEETING AND H SHARE CLASS MEETING
  1. INTRODUCTION
    Reference is made to the announcements of the Company dated October 30, 2019 and

November 24, 2019 in relation to, among other things, the proposed re-election or election and appointment of Directors and non-employee representative Supervisors, and the proposed amendments to the Articles of Association.

  • For identification purpose only

- 4 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) details of the proposed re-election or election and appointment of Directors and non-employee representative Supervisors, the proposed amendments to the Articles of Association, the proposed amendments to the procedural rules for the Board meeting, procedural rules for the Board of Supervisors meeting and procedural rules for the general meeting of the Company; and (ii) the notices of EGM and the H Share Class Meeting.

  1. PROPOSED RE-ELECTION OR ELECTION AND APPOINTMENT OF DIRECTORS

The term of office of the second session of the Board will expire on January 24, 2020. At the meeting of the Board held on November 22, 2019, it was resolved that the third session of the Board shall consist of 12 Directors, comprising 1 executive Director, 7 non-executive Directors and 4 independent non-executive Directors. In addition, it was resolved that (i) Mr. Zhuang Dan be nominated as candidate for re-election and appointment as executive Director of the third session of the Board; (ii) Mr. Ma Jie, Mr. Philippe Claude Vanhille, Mr. Pier Francesco Facchini, Mr. Frank Franciscus Dorjee and Mr. Xiong Xiangfeng be nominated as candidates for re-election and appointment as non-executive Directors of the third session of the Board; (iii) Mr. Guo Tao, and Ms. Lai Zhimin be nominated as candidates for non-executive Directors of the third session of the Board; and (iv) Mr. Bingsheng Teng, Mr. Liu Deming, Mr. Song Wei and Dr. Wong Tin Yau, Kelvin be nominated as candidates for the independent non-executive Directors of the third session of the Board, and such appointments be put forward to the Shareholders at the EGM for consideration and approval. Pursuant to the relevant laws, regulations and the Articles of Association, ordinary resolutions will be proposed at the EGM to approve the re-election and appointment of existing Directors and appointment of new Directors. The terms of office of all Directors of the third session of the Board will be three years effective from the date of the passing of the relevant resolutions at the EGM. Among the members of the second session of the Board, due to expiration of term of office and work arrangements, Mr. Yao Jingming, Ms. Zheng Huili, Dr. Ngai Wai Fung, Dr. Ip Sik On Simon, Mr. Li Ping and Dr. Li Zhuo will retire from the position as Directors upon the passing of the resolutions to approve the re-election and appointment of existing Directors and appointment of new Directors at the EGM. To the best of the Directors' knowledge and belief, having made all reasonable enquiries, there is no disagreement between the retiring Directors and the Board and there are no other matters that need to be brought to the attention of the Shareholders.

Biographical details of the candidates proposed to be re-elected or to be elected as Directors at the EGM are set out in Appendix I to this circular.

- 5 -

LETTER FROM THE BOARD

  1. PROPOSED ELECTION AND APPOINTMENT OF MEMBERS OF NON- EMPLOYEE REPRESENTATIVE SUPERVISORS

The term of office of the second session of the Board of Supervisors will expire on January 24, 2020. At the meeting of the Board of Supervisors held on November 22, 2019, it was resolved that the third session of the Board of Supervisors shall consist of 3 Supervisors, comprising 2 non-employee representative Supervisors and 1 employee representative Supervisor. In addition, it was resolved that Mr. Li Ping and Dr. Li Zhuo be nominated as non-employee representative Supervisors of the third session of the Board of Supervisors. The employee representative Supervisor of the third session of the Board of Supervisors will be elected at the employee representatives' meeting. Pursuant to the relevant laws, regulations and the Articles of Association, ordinary resolutions will be proposed at the EGM to approve the election and appointment of Mr. Li Ping and Dr. Li Zhuo. The terms of office of Mr. Li Ping and Dr. Li Zhuo will each be three years effective from the date of the passing of the relevant resolutions at the EGM.

Among the non-employee representative Supervisors of the second session of the Board of Supervisors, due to expiration of term of office and work arrangements, each of Mr. Liu Deming and Ms. Li Chang'ai will retire upon the passing of the resolutions to approve the election and appointment of Mr. Li Ping and Dr. Li Zhuo as non-employee representative Supervisors at the EGM. To the best of the Directors' knowledge and belief, having made all reasonable enquiries, there is no disagreement between the retiring Supervisors and the Board and the Board of Supervisors, and there are no other matters that need to be brought to the attention of the Shareholders.

Biographical details of the candidates proposed to be elected as Supervisors at the EGM are set out in Appendix II to this circular.

IV. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to further optimize the Company's corporate governance structure, promote strategic goals and satisfy practical needs of the operations and management of the Company and pursuant to the requirements of relevant laws and regulations, the Company proposed to amend certain articles in the Articles of Association. The details of the amendments are set out in Appendix III to this circular. The proposed amendments to the Articles of Association are subject to the approval of the Shareholders by way of special resolution at the EGM, the A Share Class Meeting and the H Share Class Meeting and will come into effect after obtaining all necessary approvals, authorizations or registration (if applicable) from or filing with the relevant government or regulatory authorities.

- 6 -

LETTER FROM THE BOARD

  1. AMENDMENTS TO PROCEDURAL RULES FOR THE GENERAL MEETING, PROCEDURAL RULES FOR THE BOARD MEETING AND PROCEDURAL RULES FOR THE BOARD OF SUPERVISORS MEETING

Pursuant to the requirements of relevant laws and regulations and the actual need of the operations and management of the Company, the Company proposed to amend certain articles in the procedural rules for the general meeting of the Company, procedural rules for the Board meeting and procedural rules for the Board of Supervisors meeting, reflecting the proposed amendments to the Articles of Association. The details of the proposed amendments are set out in Appendix IV to VI to this circular. The proposed amendments to the procedural rules for the Board meeting and procedural rules for the Board of Supervisors meeting are subject to the approval of the Shareholders by way of special resolutions at the EGM and the proposed amendments to the procedural rules for the general meeting of the Company are subject to the approval of the Shareholders by way of special resolution at the EGM, the A Share Class Meeting and the H Share Class Meeting.

VI. EGM AND H SHARE CLASS MEETING

The EGM and the H Share Class Meeting will be held at Multi-Media Meeting Room, 201# Building, No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC on Friday, January 17, 2020 at 1:30 p.m. and 2:30 p.m., respectively. Notices convening the EGM and the H Share Class Meeting are set out on pages 38 to 41 and 42 to 43 of this circular, respectively.

In order to determine the list of H Shareholders who are entitled to attend the EGM and the H Share Class Meeting, the Company's H Share register of members will be closed from Wednesday, December 18, 2019 to Friday, January 17, 2020, both days inclusive, during which period no transfer of H Shares will be effected. H Shareholders whose names appear on the Company's H Share register of members on Wednesday, December 18, 2019 are entitled to attend the EGM and the H Share Class Meeting. In order to attend and vote at the EGM and/or the H Share Class Meeting, H Shareholders of the Company whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company, Tricor Investor Services Limited (the "H Share Registrar") at or before 4:30 p.m. on Tuesday, December 17, 2019. The address of the transfer office of the H Share Registrar is at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

A proxy form and a reply slip for use at each of the EGM and the H Share Class Meeting are enclosed with this circular. If you intend to appoint a proxy to attend the EGM and/or the H Share Class Meeting, you are required to complete and return the accompanying proxy forms in accordance with the instructions printed thereon. The proxy forms should be returned by holder of H Shares to the Company's H Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by hand or by post not less than 24 hours before the time appointed for holding the EGM and/or the H Share Class Meeting or any adjourned meeting thereof (as the case may be). Completion and return of the proxy

- 7 -

LETTER FROM THE BOARD

forms will not preclude you from attending and voting in person at the EGM and/or the H Share Class Meeting or at any adjourned meeting (as the case may be) should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked. If you intend to attend the EGM and/or H Share Class Meeting (as the case may be) in person or by proxy, you are required to complete and return the reply slips to the Company's H Share Registrar, Tricor Investor Services Limited on or before Friday, December 27, 2019.

All votes at the EGM and the H Share Class Meeting will be taken by poll in accordance with the Listing Rules.

VII. RECOMMENDATION

The Board considers that the proposals proposed for consideration and approval by Shareholders at the EGM and/or H Share Class Meeting (as the case may be) are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the resolutions to be proposed at the EGM and/or H Share Class Meeting (as the case may be).

VIII. ADDITIONAL INFORMATION

Additional information is also set out in the appendices of this circular for your information.

Yours faithfully

For and on behalf of the Board

Yangtze Optical Fibre and Cable Joint Stock Limited Company*

長飛光纖光纜股份有限公司

Ma Jie

Chairman

  • For identification purpose only

- 8 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

CANDIDATE FOR EXECUTIVE DIRECTOR

Mr. Zhuang Dan (莊丹), age 49, has been an executive Director of the Company since January 24, 2017. Mr. Zhuang Dan has been the president of the Company since September 2011. He is primarily responsible for strategic development and planning, and day-to-day management of the Company. Mr. Zhuang Dan has more than 22 years of experience in the optical fibre and cable industry. He joined the Company in March 1998 and served as assistant manager and manager of the finance department successively from March 1998 to November 2001, and served as chief financial officer from November 2001 to September 2011. Mr. Zhuang Dan obtained a bachelor's degree in auditing from Wuhan University (武漢大學) in July 1992, a master's degree in accounting from Wuhan University in June 1995, a doctorate in accounting from Zhongnan University of Finance and Economics (中南財經大學) in June 1998, and a postdoctoral certificate in business administration from Shanghai University of Finance and Economics (上海財經大學) in April 2001. Currently, he is a deputy to the 13th session of the People's Congress of Hubei Province, and has received special government allowance awarded by the State Council of the PRC.

As at the Latest Practicable Date, Mr. Zhuang Dan holds 2,350,000 underlying A Shares represented by the units in Wuhan Ruitu Management Consulting Partnership Enterprise (Limited Partnership), representing approximately 0.31% of the total issued share capital of the Company, within the meaning of Part XV of the SFO.

CANDIDATES FOR NON-EXECUTIVE DIRECTORS

Mr. Ma Jie (馬杰), age 48, is a member of the Communist Party of China and a professor-level senior engineer with a doctoral degree. Mr. Ma Jie has been a non-executive Director of the Company since December 19, 2013. He has been the Chairman of the Company and the Chairman of the Strategy Committee since January 24, 2017. He is responsible for providing strategic advice and making recommendations on the operations and management of the Company. Mr. Ma Jie has been serving as a director of the board and the general manager of China Huaxin Post and Telecommunications Economy Development Center (renamed as China Huaxin Post and Telecom Technologies Co., Ltd (中國華信郵電科技有限公司)), one of the substantial shareholders of the Company, since October 2017, and is primarily responsible for overall business operation and management. Mr. Ma Jie has also held positions in several subsidiaries of China Huaxin. He currently serves as a director and general manager of China Huaxin; a member of the Party committee and a director of Nokia Shanghai Bell Co., Ltd; the chairman of Unihub China Information Technology Co., Ltd (中盈優創資訊科技有限公司) and Shanghai Huaxin Infotech Ltd (上海華信長安網絡科技有限公司); and the director of ALE Holding and RFS Radio Frequency Systems Holdings Ltd.* (安弗施無線射頻系統控股有限公 司). He consecutively served as the consultant of strategic consulting and investment development and head of the human resources department of Nokia Shanghai Bell Co., Ltd, and the director of human resources department of Shanghai Bell Alcatel Mobile Communication System Company Limited (上海貝爾阿爾卡特移動通信系統有限公司) from 1998 to 2002; he consecutively served as the vice-president, a member of the Party committee, the executive vice-president, the general secretary and the director of the foreign affairs office of Shanghai Bell-Alcatel Co., Ltd. (上海貝爾阿爾卡特股份有限公司) from 2002 to 2008. From 2002 to 2014, Mr. Ma Jie served as a director of Shanghai Fortune Communications

- 9 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

Technology Development Co., Ltd. (上海富欣通信技術發展有限公司). From 2008 to June 2011, he consecutively served as the vice-president, a member of the Party committee, the executive vice-president and a member of the leadership team of Nokia Shanghai Bell Co., Ltd, mainly responsible for human resources work in Nokia Shanghai Bell Co., Ltd, during which he also consecutively served as a director of the foreign affairs division of Nokia Shanghai Bell Co., Ltd, the director of Lucent Technologies Qingdao Telecommunications Systems Ltd. (青 島朗訊科技通訊設備有限公司), and the general manager of Beijing Alcatel-Lucent Technologies Ltd.* (北京阿爾卡特朗訊科技有限公司). He was a member of the management committee and the executive deputy general manager of China Huaxin from January 2010 to October 2017.

Mr. Guo Tao (郭韜), age 49, is a member of the Communist Party of China with a master's degree. He is currently the deputy general manager and secretary to the board of China Huaxin, a member of the discipline inspection committee of Nokia Shanghai Bell Co., Ltd, and the director of Huaxin Capital Investment Management Ltd (華信長安資本投資管理有限公司). He consecutively served as an assistant engineer and the principal staff of the Construction Committee of Shandong Province from July 1992 to 2001. From 2001 to 2010, he was the director of the human resources department, the President's Office and the strategy department of Nokia Shanghai Bell Co., Ltd and Shanghai Bell-Alcatel Co., Ltd. He has been serving as the chief strategy officer of Alcatel-Lucent Group from 2010 to 2012. From 2013 to 2015, he was the head of strategy and investment of Nokia Shanghai Bell Co., Ltd. He consecutively served as the senior vice-president, the executive vice-president and a member of the discipline inspection committee of Nokia Shanghai Bell Co., Ltd from 2015 to May 2018, primarily in charge of the strategic and innovation work of the company.

Mr. Philippe Claude Vanhille (菲利普范希爾), age 55, has been a director of the Company since December 19, 2013, and has been the Vice Chairman of the Board and a member of the Strategy Committee of the Company since January 24, 2017. He is responsible for providing strategic advice and making recommendations on the operations and management of the Company. Mr. Philippe Claude Vanhille has over 25 years of experience in optical fibre and cable industry. He has been serving as the senior vice-president of Telecom Business Unit of the Prysmian Group since May 2013, where he is primarily responsible for the global telecom business of the Prysmian Group, and an executive director of Draka, one of the substantial shareholders of the Company, since June 2013. Mr. Philippe Claude Vanhille concurrently also holds several positions in certain subsidiaries of Prysmian S.p.A, a company listed on the Milan Stock Exchange (Stock Code: PRYMY) which indirectly holds the entire equity interest in Draka, including serving as a non-executive director of Draka Comteq Fibre B.V. since January 2013, a member of the Comitê de Controle of Draka Comteq France S.A.S. since June 2013, the chairman of the board of directors of Fibre Ottiche Sud S.r.l. since October 2011, a non-executive director of Prysmian Cables and Systems USA LLC since June 2013 and a non-executive director of Precision Fibre Optics Ltd., a joint venture owned as to 50% by the Prysmian Group, since June 2013. He has also been serving as the chairman of Telecom committee of Europacable (European Trade Association) since May 2013. Prior to the current positions, Mr. Philippe Claude Vanhille acted as a R&D engineer for Renault S.A. from October 1989 to February 1991, where he was primarily responsible for improving Formula 1 engine parts. He moved to the cable industry in 1991 with Alcatel Cable France S.A.. Over the past 22 years he held a number of senior operations and general management positions within

- 10 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

the cable industry for Alcatel Cable France S.A. and Draka Holding N.V., a company then listed on the Euronext Amsterdam (Stock Code: DRAK), and subsequently in the energy, copper telecom and optical fibre sectors. He was head of Optical Fibre Business Unit of Draka Holding N.V. at the time of the acquisition of Draka Holding N.V. by Prysmian S.p.A. in 2011. He also concurrently served as a non-executive director of Shenzhen SDG Information Draka Optical Fibre Co., Ltd. (深圳特發信息德拉克光纖有限公司, currently known as "Shenzhen SDG Information Optical Fibre Co., Ltd. (深圳特發信息光纖有限公司)") from January 2008 to June 2009. From July 2011 to May 2013, he further served as a vice president of Optical Fibre Business Unit of the Prysmian Group, where he was primarily responsible for the global optical fibre business of the Prysmian Group, and a director of Draka Comteq France S.A.S.. Mr. Philippe Claude Vanhille obtained a master's degree in mechanical engineering from I.N.S.A. Lyon, France in June 1989 and graduated from Institut Francais de Gestion, Aix-en-Provence, France in June 1997 with a master's degree in management.

Mr. Pier Francesco Facchini (皮埃爾法奇尼), age 52, has been a non-executive director of the Company since January 24, 2017. Mr. Pier Francesco Facchini is currently the chief financial officer, the IT director and an executive director of Prysmian S.p.A., a company listed on the Milan Stock Exchange (Stock Code: PRYMY) and Draka (one of the substantial shareholders of the Company), and he has been a member of the board of directors of Prysmian S.p.A. since February 2007. Mr. Pier Francesco Facchini also holds a number of positions simultaneously in the subsidiaries of Prysmian S.p.A., including the president of Draka Comteq France S.A.S., Prysmian Cables et Systemes France S.A.S. and Comitê de Controle of Silec Cable S.A.S., the chairman of the Board of Commissioners in P.T. Prysmian Cables Indonesia, the chairman of the board of directors of Prysmian Treasury S.r.l., the director of Prysmian Cables Spain S.A., Prysmian Cavi e Sistemi S.r.l., Turk Prysmian Kablo Ve Sistemlier A.S and Prysmian (China) Investment Company Ltd., and the chairman of the board of supervisors of Prysmian MKM Magyar Kabel Muvek KFT. Mr. Pier Francesco Facchini obtained a doctoral degree in business administration from Università Bocconi, Milan, Italy, in March 1991, and he was granted the professional qualification as a certified chartered accountant by the Ministry of University, Research and Development in Italy in 1994.

Mr. Frank Franciscus Dorjee (德意), age 59, has been an executive Director of the Company and a member of the Nomination and Remuneration Committee since December 19, 2013. He is primarily responsible for overall management of the Company's investment strategies and business development. Mr. Frank Franciscus Dorjee once joined the board of directors of Oman Cables Industry (SAOG), a company listed on the Muscat Securities Market (Stock Code: OCAI) in March 2012 and had been serving as the vice-chairman of the board of directors for the period from July 2012 to December 1, 2014. He has been a member of the supervisory board and chairman of the audit committee of Randstad Holding N.V., a company listed on the Euronext Amsterdam (Stock Code: RAND), since April 2014. Since September 2016, he has been a member of the board of supervisors and the chairman of the audit committee of Koole Terminal BV. Since July 2017, he has been a member of the supervisory board of Fotowatio Renewable Ventures. He has also been a member of the supervisory board and the chairman of the audit committee of Beacon Rail Lux Holdings S.A.R.L. since August 2017. Prior to these positions, Mr. Frank Franciscus Dorjee joined KPMG Accountant N.V. in 1986, an international accounting firm, and was appointed partner in January 1995. He joined Van der Moolen Holding N.V., which was a Dutch equity trading firm and one of the specialists

- 11 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

on the New York Stock Exchange, in October 2000 and served as the chief financial officer and a member of the executive board until February 2005. From March 2005 to December 2009, he acted as the chief financial officer and a member of the board of management of Draka Holding N.V., a company then holding 100% equity interest in Draka, one of the substantial shareholders of the Company. He further served as the chief executive officer and chairman of the board of management of Draka Holding N.V. from January 2010 to February 2011. Mr. Frank Franciscus Dorjee also served as the chief strategic officer and a member of the board of directors of Prysmian S.p.A. from March 2011 to February 2014. Prysmian S.p.A. indirectly holds 100% equity interest in Draka, one of the substantial shareholders of the Company, and is a company listed on the Milan Stock Exchange (Stock Code: PRYMY). Mr. Frank Franciscus Dorjee studied at the University of Amsterdam from September 1979 until March 1986 and obtained a bachelor's degree in economics and law as well as a master's degree in business economics in July 1984, a master's degree in tax law in March 1986 and a master's degree in tax economics in March 1986. He has been a certified public accountant registered at the Nederlands Instituut van Register accountants since March 1987.

As at the Latest Practicable Date, Mr. Frank Franciscus Dorjee is interested in 336,000 H Shares, representing approximately 0.04% of the total issued share capital of the Company, within the meaning of Part XV of the SFO.

Mr. Xiong Xiangfeng (熊向峰), age 55, is a member of the Communist Party of China and a senior engineer with a master's degree. He has been a non-executive Director of the Company since December 2013. He is responsible for providing strategic advice and making recommendations on the operations and management of the Company. Mr. Xiong Xiangfeng has over 30 years of experience in optical fibre and cable industry. Mr. Xiong Xiangfeng has served as the president of Yangtze Communications, one of the substantial shareholders of the Company and a company listed on the Shanghai Stock Exchange (Stock Code: 600345), since April 2013, where he was primarily responsible for the overall management of the company and a director since May 2014. Mr. Xiong Xiangfeng has also held several positions in certain subsidiaries of Yangtze Communications since April 2013, and is currently the chairman of the board of directors of Wuhan YCIG Zhilian Technology Company Limited (武漢長江通信智聯 技術有限公司). He once worked at Wuhan Research Institute of Posts and Telecommunications (武漢郵電科學研究院) and served as the secretary of Youth League committee, the deputy director of office, the deputy director of the optical fibre and cable department, the general manager of the cable plant. Since December 1999, Mr. Xiong Xiangfeng served various positions in FiberHome Telecommunication Technologies Co., Ltd. (烽火通信科技股份有限公 司), a company listed on the Shanghai Stock Exchange (Stock Code: 600498), including the secretary of the board of directors from December 1999 to March 2002, the vice president and the secretary of the board of directors from April 2002 to April 2005, the vice president, the deputy Party secretary, the secretary of the board of directors and the chairman of labour union from May 2005 to March 2010 and the vice president, the deputy Party secretary and the chairman of labour union from April 2010 to April 2013.

- 12 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

Mr. Xiong Xiangfeng obtained his bachelor's degree in photoelectric imaging technology from East China Institute of Engineering (華東工學院, currently known as Nanjing University of Science and Technology (南京理工大學)) in July 1986 and a master's degree in business administration from Wuhan University (武漢大學) in June 2009.

As at the Latest Practicable Date, Mr. Xiong Xiangfeng holds 705,000 underlying A Shares represented by the units in Wuhan Ruitu Management Consulting Partnership Enterprise (Limited Partnership), representing approximately 0.09% of the total issued share capital of the Company, within the meaning of Part XV of the SFO.

Ms. Lai Zhimin (賴智敏), age 51, a member of the Communist Party of China, graduated with a university bachelor's degree and obtained the title of senior accountant. Ms. Lai Zhimin served as the assistant to the general manager of the financial management department and the deputy general manager at FiberHome Telecommunication Technologies Co., Ltd. as well as the deputy director of the financial management department at Wuhan Research Institute of Posts and Telecommunications. She has been serving as the chief financial officer since April 2013 and the vice president since May 2015 at Yangtze Communications.

CANDIDATES FOR INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Bingsheng Teng (滕斌聖), age 49, holder of doctoral degree. Mr. Bingsheng Teng joined the Cheung Kong Graduate School of Business at the end of 2006 and currently is the vice president and a professor of strategy of the school. Mr. Bingsheng Teng received his doctoral degree in strategic management from the City University of New York in 1998 and taught in the GWU School of Business from 1998 to 2006, serving as associate professor of strategy and doctoral tutor, and was tenured and responsible for the doctoral program in the field of strategy in the school. In 2003, Mr. Bingsheng Teng was awarded the Wendell and Louis Crain Research Scholar at the GWU School of Business, with his biography appearing in Who's Who in America and Who's Who in American Higher Education.

Mr. Bingsheng Teng's research and teaching focus on strategic alliances, mergers and acquisitions, entrepreneurship and innovation, family business management, and transnational business operations of enterprises. Mr. Bingsheng Teng serves on the editorial boards of academic journals, such as International Entrepreneurship and Management Journal, Journal of Business Research and Frontiers of Business Research in China, and is a professional reviewer of all the international top strategics journals. In the past few years, Mr. Bingsheng Teng has published over 20 papers in internationally famous journals, including top journals such as Academy of Management Review and Organization Science. Mr. Bingsheng Teng is regarded as an authority on corporate strategy, and has been frequently interviewed by the media such as Wall Street Journal and New York Times. His research results have been included in a number of strategics textbooks, and some of his articles are considered as required readings by research alliances and have received thousands of professional citations.

- 13 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

Mr. Bingsheng Teng has rich experience in management teaching and enterprise consultation. The enterprises that ever consulted him or were provided with training by him includes China Mobile, Lenovo Group, Tencent, Baidu and China Resources Group. Mr. Bingsheng Teng has been an independent non-executive director of Haisco Pharmaceutical Group Co., Ltd. (海思科醫藥集團股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002653) since January 2017, Aoshikang Technology Co. Ltd. (奧士康 科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002913) since 2018 and Wanda Hotel Development Company Limited (萬達酒店發展有限公司), a company listed on the Stock Exchange) (stock code: 169) since March 2019. Prior to this, he was (i) an independent non-executive director of Shandong Gold Mining Co., Ltd. (山東黃金 礦業股份有限公司) from 2014 to 2017, a company whose shares are listed on the Stock Exchange (stock code: 1787) in 2018 and on the Shanghai Stock Exchange (stock code: 600547) in 2003; and (ii) an independent non-executive director of ZTE Corporation (中興通 訊股份有限公司), a company whose shares are listed on the Stock Exchange (stock code: 763) and on the Shenzhen Stock Exchange (stock code: 000063) from 2015 to 2018.

Mr. Liu Deming (劉德明), age 62, has been an independent Supervisor of the Company since June 9, 2015. Mr. Liu Deming is a professor of Huazhong University of Science and Technology, a member of the Expert Committee of China Next Generation Internet, an executive director of Chinese Society for Optical Engineering, the director of the Expert Committee of Optical Communication and Information Networking, the director of the National Engineering Laboratory for Next Generation Internet Access System, and the general secretary of Wuhan Internet of Things Industry Association. Mr. Liu Deming went to University of Duisburg-Essen in Germany for visiting study from 1994 to 1996, obtained a doctorate from Huazhong University of Science and Technology in 1999, and went to Nanyang Technological University in Singapore for visiting study from 1999 to 2000. Since 2000, he has been the director of Department of Optoelectronic Engineering (currently known as School of Optical and Electronic Information) of Huazhong University of Science and Technology. Mr. Liu Deming has long been engaged in teaching and research work in the areas of optical fibre communication and sensing. During the past 31 years, Mr. Liu Deming has undertaken more than 20 national key projects, including the National 973 Project, 863 Project, the key projects and the key project topics of the National Science Foundation, and the National Key Scientific Instrument and Equipment Development Project. He has obtained several major achievements, including winning the National Technological Invention Award (twice), the first prize (thrice) and the second prize (four times) of the provincial award, and the gold medal (once) and the silver medal (twice) of the Geneva International Invention Award. Mr. Liu Deming has filed more than 100 invention patents applications in the United States and China (among which, 50 have been granted) and has published more than 200 SCI papers and five textbooks and academic works.

Mr. Song Wei (宋瑋), age 55, is the chairman and chief partner of Seapower Tax Consultancy Co., Ltd. since 2001, and managing director of Seapower Technology Co., Ltd. since 2008. Before his current positions, Mr. Song Wei was section chief and assistant investigator of The Offshore Oil Tax Administration of the Ministry of Finance from 1985 to 1993, auditor of KPMG Accounting Firm, Hong Kong from 1993 to 1995, assistant investigator

- 14 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

of the Department of Foreign Tax Affair of the State Administration of Taxation from 1995 to 1998, and appointed by State Administration of Taxation to be director of the China International Tax Consultancy (Hong Kong) Co., Ltd. from 1998 to 2001.

Mr. Song Wei obtained a bachelor's degree in Economics from Dongbei University of Finance and Economics in August 1985, and obtained a master's degree in Professional Accountancy from The Chinese University of Hong Kong in December 2004. Mr. Song Wei is currently a Member of the 11th CPPCC Guangdong Provincial Committee, executive director of The China Certified Tax Agents Association, vice president of Guangdong Certified Tax Agents Association, member of the Administrative Reconsideration Committee of the State Administration of Taxation of Guangdong Province, executive director of Guangdong Provincial Tax Institute, associate member of The Association of International Accountants (UK), part-time postgraduate mentor of Shanghai National Accounting Institute, part-time postgraduate mentor of Dongbei University of Finance and Economics. Mr. Song Wei is also a Chinese Certified Public Accountant, a Chinese Certified Tax Agent and an Associate Member of AIA (UK).

As at the Latest Practicable Date, Mr. Song Wei is interested in 200,000 H Shares, representing approximately 0.03% of the entire issued share capital of the Company, within the meaning of Part XV of the SFO.

Dr. WONG Tin Yau, Kelvin (黃天祐), age 59, JP, holder of doctoral degree. Dr. Wong Tin Yau, Kelvin is an executive director, a deputy managing director and the chairman of Corporate Governance Committee of COSCO SHIPPING Ports Limited (中遠海運港口有限公 司), a company listed on the Stock Exchange (Stock Code: 1199). He is the chairman of Financial Reporting Council and a member of Operations Review Committee of Independent Commission Against Corruption of Hong Kong. Dr. Wong Tin Yau, Kelvin is currently an independent non-executive director of China ZhengTong Auto Services Holdings Limited (中 國正通汽車服務控股有限公司), a company listed on the Stock Exchange (Stock Code: 01728), Huarong International Financial Holdings Limited (華融國際金融控股有限公司), a company listed on the Stock Exchange (Stock Code: 0993) and I.T Limited (Stock Code: 0999). Dr. Wong Tin Yau, Kelvin served as an independent non-executive director of AAG Energy Holdings Limited (亞美能源控股有限公司), a company listed on the Stock Exchange (stock code: 2686) from June 2015 to April 2016, an independent non-executive director of Asia Investment Finance Group Limited (亞投金融集團有限公司), a company listed on the Stock Exchange (stock code: 0033) from October 2016 to February 2018 and an independent non-executive director of Mingfa Group (International) Company Limited (明發集團(國際)有 限公司), a company listed on the Stock Exchange (stock code: 0846) from September 2018 to March 2019. In addition, he is an independent non-executive director of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (上海復星醫藥(集團)股份有限公司), a company dually listed on the Stock Exchange and the Shanghai Stock Exchange (stock code: 2196 and 600196) and Bank of Qingdao Co., Ltd. (青島銀行股份有限公司), a company dually listed on the Stock Exchange and the Shenzhen Stock Exchange (stock code: 3866 and 002948). Moreover, Dr. Wong Tin Yau, Kelvin has also served as an independent non-executive director of Xinjiang Goldwind Science & Technology Co., Ltd., (新疆金風科技股份有限公司), a company dually

- 15 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

listed on the Stock Exchange and the Shenzhen Stock Exchange (stock code: 2208 and 002202) for the period from June 2011 to June 2016 and he was re-appointed as an independent non-executive director of the same company on October 22, 2016.

Dr. Wong Tin Yau, Kelvin was the chairman of The Hong Kong Institute of Directors, a non-executive director of the Securities and Futures Commission, the chairman of Investor and Financial Education Council, a member of Financial Reporting Council, a Convenor-cum- Member of Financial Reporting Review Panel, a member of Standing Committee on Company Law Reform, a member of Main Board and Growth Enterprise Market Listing Committees of the Stock Exchange.

Dr. Wong Tin Yau, Kelvin obtained a master's degree in business administration from Andrews University in Michigan, the USA in 1992 and a Ph.D. in business administration degree from The Hong Kong Polytechnic University in 2007.

In reviewing the structure of the Board, the Nomination and Remuneration Committee of the Company will consider the Board diversity from a number of aspects, including but not limited to qualifications, skills, experience and gender. All Board appointments will be based on meritocracy, and candidates will be considered against criteria including their character, integrity, qualifications and experience as may be appropriate to the Company's business.

The Board has reviewed and assessed the independence of each of Mr. Bingsheng Teng, Mr. Liu Deming, Mr. Song Wei and Dr. Wong Tin Yau, Kelvin with respect to their confirmation of independence in accordance with Rule 3.13 of the Listing Rules, and is of opinion that each of them satisfies the independence requirements. In view of the diversified knowledge, experience and skills of Mr. Bingsheng Teng, Mr. Liu Deming, Mr. Song Wei and Dr. Wong Tin Yau, Kelvin in enterprise consultation, research in technology, tax and accounting, corporate governance and compliance, the Board believes that their expertise will enable them to fulfill their roles as independent non-executive Directors effectively and can provide diversity and constructive opinion to the Board and contribute to the future development of the Company.

Notwithstanding Dr. Wong Tin Yau, Kelvin currently holds directorships at seven other listed companies, the Board believes that he will be able to devote sufficient time to the Board given that: (i) except for Dr. Wong Tin Yau, Kelvin's position as an executive director, a deputy managing director and the chairman of Corporate Governance Committee of COSCO SHIPPING Ports Limited (中遠海運港口有限公司), all roles held with the other six listed companies are non-executive in nature and do not require him to participate in the day-to-day management of these companies; (ii) notwithstanding his executive position in COSCO SHIPPING Ports Limited (中遠海運港口有限公司), his attendance at the general meetings, board meetings and board committee meetings in the other six listed companies reached over 90% in the past three years; and (iii) based on the announcement of Bank of Qingdao Co., Ltd. dated August 23, 2019, Dr. Wong Tin Yau, Kelvin has resigned from the position of independent non-executive director of Bank of Qingdao Co., Ltd., and the resignation is expected to take effect when his replacement assumes office upon receiving the relevant

- 16 -

APPENDIX I BIOGRAPHICAL DETAILS OF DIRECTOR CANDIDATES

regulatory approval. The Board is satisfied that Dr. Wong Tin Yau, Kelvin will allocate sufficient time to his role as an independent non-executive director of the Company. Dr. Wong Tin Yau, Kelvin has over 20 years of experience as director of listed companies in Hong Kong and has deep understanding of corporate governance to facilitate proper discharge of responsibilities as a director. The Board believes that he will be able to make significant contribution to the Company with his extensive experience as well as valuable insights gained from various listed companies and regulatory organizations.

Each of the above Director candidates will enter into service contracts with the Company after the passing of the proposed ordinary resolutions regarding their appointments at the EGM. Pursuant to the Articles of Association, the terms of office of Directors shall be three years, which is renewable upon re-election and re-appointment. Each of the service contracts with the Directors will be for a term of three years effective from the date of the passing of the relevant resolutions at the EGM.

The Nomination and Remuneration Committee of the Company reviews and makes recommendations on the remuneration policy and scheme for Directors, taking into account compensation paid by comparable companies, time commitment and responsibilities of the Directors and performance of the Group. Pursuant to the service contracts to be respectively entered into between each of the Director candidates and the Company, Mr. Zhuang Dan will be entitled to receive a director's fee of RMB380,000 per annum (after all taxes have been deducted) for serving as an executive Director, while each of Mr. Ma Jie, Mr. Guo Tao, Mr. Philippe Claude Vanhille, Mr. Pier Francesco Facchini, Mr. Franciscus Dorjee, Mr. Xiong Xiangfeng and Ms. Lai Zhimin will be entitled to receive a director's fee of RMB380,000 per annum (after all taxes have been deducted) for serving as a non-executive Director, and each of Mr. Bingsheng Teng, Mr. Liu Deming, Mr. Song Wei and Dr. Wong Tin Yau, Kelvin, will be entitled to receive a director's fee of RMB380,000 per annum (after all taxes have been deducted) for serving as an independent non-executive Director, respectively. The aforementioned remuneration shall be subject to the approval by the Shareholders at the EGM.

Except as stated above, none of the above Director candidates has (i) held any other position in the Group; (ii) any other relationship with any Director, Supervisor, senior management, substantial shareholder or controlling shareholder of the Company; (iii) held any other directorship in any listed company in the last three years; or (iv) any interest in the Shares within the meaning of Part XV of the SFO. None of the above Director candidates has been subject to sanction by the CSRC or other relevant authorities or to disciplinary action by stock exchange.

Save as disclosed herein, there are no other matters relating to the appointment of the above Director candidates that need to be brought to the attention of the Shareholders nor is there any information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

- 17 -

APPENDIX II BIOGRAPHICAL DETAILS OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS CANDIDATES

CANDIDATES FOR NON-EMPLOYEE REPRESENTATIVE SUPERVISORS

Mr. Li Ping (李平), age 65, has been an independent non-executive Director since September 24, 2014 and is a member of the Strategy Committee of the Company. He has been appointed as the Chairman and a member of the Nomination and Remuneration Committee with effect from January 24, 2017. He is responsible for providing independent advice on the operations and management of the Company. He has extensive administrative experience in the management of listed companies and has over 40 years of experience in operation and working in China's telecommunications industry. Mr. Li Ping has been serving as the chairman and an executive director of China Communication Service Co., Ltd. (中國通信服務股份有限公司), a company listed on the Stock Exchange (Stock Code: 552), for the period from August 2006 to October 2014. Prior to these positions, he once served as the executive vice president of China Telecom Corporation Limited (中國電信股份有限公司), a company listed on the Stock Exchange (Stock Code: 728), the vice chairman and chief operating officer of China Mobile Limited (中國移動有限公司), a company listed on the New York Stock Exchange (Stock Code: CHL) and the Stock Exchange (Stock Code: 941) and the Deputy Directorate General of Telecommunications of the Ministry of Posts and Telecommunications of the PRC (中國郵電 部, the predecessor of the Ministry of Industry and Information Technology of the PRC (中國 工業和信息化部)). Mr. Li Ping graduated from Beijing University of Posts and Telecommunications (北京郵電大學) majoring in radio communication in October 1975 and graduated from the University at Buffalo School of Management of the State University of New York, USA, with a master's degree in business administration in January 1989.

Dr. Li Zhuo (李卓), age 50, has been an independent non-executive Director since September 24, 2014. He is a member of the Audit Committee and Strategy Committee of the Company and is responsible for providing independent advice on the operations and management of the Company. Dr. Li Zhuo is currently a professor of economics and the deputy director of the Centers Researches bases of The Ministry of Education, Center for Economic Development Research of Wuhan University (武漢大學). From July 1989 to August 1992, Dr. Li Zhuo worked at Xiangfan Branch of China National Real Estate Development Group Corporation (中國房地產開發集團公司襄樊分公司), and later worked at Guangzhou Branch of the People's Bank of China (中國人民銀行廣州分行). Dr. Li Zhuo has been working at Wuhan University since 1998 and consecutively held the positions of lecturer and assistant professor until 2001 and until 2006, respectively. Since 2006, he has been a professor of Wuhan University. He also served as a visiting scholar of University of Illinois at Urbana-Champaign from July 2002 to July 2003 and University of Paris III in 2007. Dr. Li Zhuo graduated from Hubei University of Technology (湖北工業大學) with a bachelor's degree in industrial and civil construction in 1989. He also obtained a master's degree in international economics and a doctorate in international economics from Wuhan University in June 1995 and in June 1998, respectively. Dr. Li Zhuo was listed in the "Prominent Talent Plan in the New Century" recognized by the Ministry of Education of the PRC in October 2010.

- 18 -

APPENDIX II BIOGRAPHICAL DETAILS OF NON-EMPLOYEE REPRESENTATIVE SUPERVISORS CANDIDATES

Each of the above non-employee representative Supervisor candidates will enter into a service contract with the Company after the passing of the proposed ordinary resolutions regarding their appointments at the EGM. Pursuant to the Articles of Association, the term of office of Supervisors shall be three years, which is renewable upon re-election and re-appointment. Each of the contracts with the non-employee representative Supervisors will be for a term of three years effective from the date of the passing of the relevant resolutions at the EGM.

Pursuant to the service contracts to be respectively entered into between each of the non-employee representative Supervisor candidates and the Company, having taken into account compensation paid by comparable companies and performance of the Group, each of Mr. Li Ping and Dr. Li Zhuo shall be entitled to a remuneration of RMB200,000 per annum (after all taxes have been deducted), respectively, as non-employee representative Supervisors of the Company, which sum shall be subject to the approval by the Shareholders at the EGM.

Except as stated above, none of the above non-employee representative Supervisor candidates has (i) held any other directorship in any listed company in the last three years; (ii) held any other position in the Group; (iii) any other relationship with any Director, Supervisor, senior management, substantial shareholder or controlling shareholder of the Company; or (iv) any interest in the Shares within the meaning of Part XV of the SFO. None of the above non-employee representative Supervisor candidates has been subject to sanction by the CSRC or other relevant authorities or to disciplinary action by stock exchange.

Save as disclosed herein, there are no other matters relating to the appointment of the above non-employee representative Supervisors candidates that need to be brought to the attention of the Shareholders nor is there any information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

- 19 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Details of the proposed amendments to the Articles of Association are set out below:

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

Article 19 Upon establishment, the

Article 19 Upon establishment, the Company

Company issued

159,870,000

Overseas

issued 159,870,000 Overseas Listed Foreign

Listed Foreign Shares upon approval of the

Shares upon approval of the securities

securities regulatory authority of the State

regulatory authority of the State Council on

Council on 10 December 2014.

10 December 2014.

Upon the completion of the abovementioned

Upon the completion of the abovementioned

issuance of Overseas Listed Foreign Shares,

issuance of Overseas Listed Foreign Shares,

the shareholding structure of the Company was

the shareholding structure of the Company

as follows: total share capital of 639,462,598

was as follows: total share capital of

shares, including

299,764,804

Domestic

639,462,598

shares, including

299,764,804

Shares, representing 46.88% of the total

Domestic Shares, representing 46.88% of the

number of ordinary shares issued by the

total number of ordinary shares issued by the

Company, 339,697,794 H Shares, representing

Company,

339,697,794

H

Shares,

53.12% of the total number of ordinary shares

representing 53.12% of the total number of

issued by the Company.

ordinary shares issued by the Company.

On 18 December 2015, the Company issued

On 18 December 2015, the Company issued

11,869,000 Overseas Listed Foreign Shares

11,869,000 Overseas Listed Foreign Shares

after approval of the securities regulatory

after approval of the securities regulatory

authority of the State Council. Meanwhile,

authority of the State Council. Meanwhile,

the Company issued 30,783,000 Domestic

the Company issued 30,783,000 Domestic

Shares upon approval by the Company.

Shares upon approval by the Company.

- 20 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

Upon the issuance of Overseas Listed

Upon the issuance of Overseas Listed

Foreign Shares and Domestic Shares as

Foreign Shares and Domestic Shares as

abovementioned, the shareholding structure

abovementioned, the shareholding

structure

of the Company shall be as follows: total

of the Company shall be as follows: total

share capital of 682,114,598 shares,

share capital of 682,114,598 shares,

including

330,547,804 Domestic

Shares,

including 330,547,804 Domestic

Shares,

representing 48.46% of the total number of

representing 48.46% of the total number of

ordinary shares, details as follows:

ordinary shares, and 351,566,794 H Shares,

179,827,794 shares are held by China

representing 51.54% of the total number of

Huaxin Post and Telecom Technologies

ordinary shares.

Co., Ltd., representing 26.37% of the

total ordinary share capital, 119,937,010

shares are held by Wuhan Changjiang

Communications

Industry

Group

Company Ltd., representing 17.58% of

the total ordinary share capital,

15,900,000 Shares are held by Wuhan

Ruiteng

Management

Consulting

Partnership

Enterprise

(Limited

Partnership) representing 1.33% of the

total ordinary share capital, 3,413,000

Shares are held by Wuhan Ruihong

Management

Consulting

Partnership

Enterprise

(Limited

Partnership),

representing 0.50% of the total ordinary

share capital, 2,375,000 Shares are held

by

Wuhan

Ruiyue

Management

Consulting

Partnership

Enterprise

(Limited

Partnership),

representing

0.35% of the total ordinary share capital.

351,566,794 H shares, representing 51.54%

of

the total number

of ordinary

shares

issued by the Company, details as follows: 179,827,794 Shares are held by Draka Comteq B.V., representing 26.37% of the total ordinary share capital, 171,739,000 Shares are held by H Shareholders, representing 25.17% of the total ordinary share capital.

- 21 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

On 29 June 2018, upon approval by the

On 29 June 2018, upon approval by the

securities regulatory authority of the State

securities regulatory authority of the State

Council, the Company made an initial public

Council, the Company made an initial public

offering of 75,790,510 Domestic Shares. On

offering of 75,790,510 Domestic Shares. On

20 July 2018, such publicly offered Domestic

20 July 2018, such publicly offered Domestic

Shares were listed together with the Domestic

Shares were listed together with the

Shares previously issued by the Company. The

Domestic Shares previously issued by the

shareholding structure of the Company is as

Company. The shareholding structure of the

follows: total share capital of 757,905,108

Company is as follows: total share capital of

shares, including 406,338,314 A Shares,

757,905,108 shares, including 406,338,314 A

representing 53.61% of the total number of

Shares, representing 53.61% of the total

ordinary shares of the Company; and

number of ordinary shares of the Company;

351,566,794 H Shares, representing 46.39% of

and 351,566,794 H Shares, representing

the total number of ordinary shares issued by

46.39% of the total number of ordinary

the Company.

shares issued by the Company.

Article 27 Subject to the requirements of laws,

Article 27 Subject to the requirements of laws,

administrative regulations, departmental rules

administrative regulations, departmental rules

and other normative documents and the

and other normative documents and the Articles

Articles of Association, the Company may

of Association, the Company may repurchase its

repurchase its issued Shares pursuant to legal

issued Shares pursuant to legal procedures under

procedures under the following circumstances:

the following circumstances:

(1) to cancel Sharesfor the purpose of

(1) for the purpose of capital reduction;

capital reduction;

(2) to merge with another company that holds

(2) to merge with another company that

Shares;

holds Shares;

(3) to applyshares in the employee stock

(3) to grant awards

ofShares to its

ownership scheme or equity incentives;

employees;

(4) to repurchase, at their request, Shares

(4) to repurchase, at their request, Shares

from Shareholders dissenting from the

from Shareholders dissenting from the

resolutions adopted by the General

resolutions adopted by the General

Meeting for the merger or division of

Meeting for the merger or division of

the Company;

the Company;

- 22 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

(5)

other circumstances as permitted by

(5)

to utilize Shares for conversion of

laws and administrative regulations.

corporate

bonds

which

are

convertible into shares issued by the

Except under the foregoing circumstances,

Company;

the Company shall not engage in the

purchase or saleof its own Shares.

(6) where it is necessary to safeguard its

value and the interests of its

shareholders;

(7)

other circumstances as permitted by

laws and administrative regulations.

Except under the foregoing circumstances,

the Company shall not repurchaseits own

Shares.

Article 28 The Company may, with the

Article 28 The Company may, with the

approval of the relevant governing

approval of the relevant governing authority

authority of the PRC for repurchasing its

of the PRC for repurchasing its Shares,

Shares, conduct the repurchase in one of the

conduct the repurchase in one of the

following manners:

following manners:

(1) to make a pro

rata general offer of

(1)

to make a pro rata general offer of

repurchase to all of its Shareholders;

repurchase to all of its Shareholders;

(2)

to repurchase Shares through public

(2)

to repurchase Shares through public

trading on a stock exchange;

trading on a stock exchange;

(3)

to repurchase through an off-market

(3)

to repurchase through an off-market

agreement; or

agreement; or

(4) other means as permitted by relevant

(4) other means

as

permitted by relevant

regulatory authorities.

regulatory authorities.

Any Share repurchase by the Company

due to the circumstances set out under

subparagraph (3),

subparagraph

(5),

subparagraph (6) of Article 27, shall be

conducted through public and centralized

trading.

- 23 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

Article 30 Any Share repurchase by the

Article 30 Any Share repurchase by the

Company due to the circumstances set out

Company due to the circumstances set out in

in subparagraphs (1) to (3)of Article 27

subparagraph (1) or subparagraph (2)of

shall be resolved upon by the General

Article 27 shall be resolved upon by the

Meeting of the Shareholders and by the

General Meeting of the Shareholders. Any

general meeting of class Shareholders.

Share repurchase by the Company due to

Where a holder of H Shares requests the

the reasons set out under subparagraph

Company to buy back its Shares

(3), subparagraph (5), subparagraph (6) of

pursuant to subparagraph (4) of Article

Article 27, a resolution thereon may,

27, such repurchases by the Company

pursuant to the requirements of the

shall comply with the requirements of

Articles of Association or the mandate of

relevant stock exchange rules and other

the General Meeting, be passed at a Board

normative documents.Upon repurchase of

meeting that

is

attended

by at least

the Shares pursuant to Article 27, the

two-thirds of directors.

Company shall cancel such repurchased

Shares within ten (10) days from the

Upon repurchase of the Shares pursuant to

repurchase, if such repurchase constituted

Article 27, the Company shall cancel such

the circumstance set out in subparagraph

repurchased Shares within ten (10) days from

(1); or shall transfer or cancel such

the repurchase, if such repurchase constituted

repurchased Shares within six (6) months of

the circumstance set out in subparagraph (1);

the repurchase, if such repurchase

shall transfer or cancel such repurchased

constituted the circumstances set out in

Shares within six (6) months of the

subparagraphs (2) or (4).

repurchase, if such repurchase constituted the

circumstances set out in subparagraphs (2) or

Shares repurchased by the Company

(4); the total number of Shares held by the

pursuant to subparagraph (3) of Article

Company shall not exceed 10% of the total

27 shall not exceed 5% of the total issued

issued Shares of the Company and shall be

Shares

of

the

Company.

Such

transferred or cancelled within 3 years, if

repurchases shall be funded by the

such repurchase is made under the

profits (after all taxes have been

circumstance set out in subparagraph (3),

deducted) of the Company and the

subparagraph (5) or subparagraph (6).

repurchased Shares shall be transferred

to the employees within one (1) year.

Notwithstanding

the

abovementioned

article, if the matters relating to above

mentioned repurchase of Shares are

subject to other requirements under

applicable

laws,

administrative

regulations, other requirements under the

Articles of Association, and the laws of the

places where the shares are listed or

relevant requirements of the securities

regulatory authority,

such

regulations

shall prevail.

- 24 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

Article 68 The location of the General

Article 68 The location of the General

Meetings shall be the domicile of the

Meetings shall be the domicile of the

Company or other places specified in the

Company or other places specified in the

notice of the General Meetings.

notice of the General Meetings.

A General Meeting will have a meeting

A General Meeting will have a meeting venue

venue and will take place in the form of an

and will take place in the form of an on-site

on-sitemeeting. Provided that the legality

meeting. The Company shall also facilitate

and validity of the General Meeting are

Shareholders' attendance of the General

ensured, the Company shall utilize

Meeting by providing for the means of

various methods and ways to facilitate

online voting.A Shareholder shall be

Shareholders' attendance of the General

deemed to have attended the meeting if he

Meeting by providing for, on a priority

participates in the meeting by means of such

basis, online voting platforms and similar

method. The online voting platform shall not

modern information

technologies, or

apply to holders of H Shares.

other means.A Shareholder shall be

deemed to have attended the meeting if he

......

participates in the meeting by means of

such method. The online voting platform

shall not apply to holders of H Shares.

......

Article 70 A forty-five(45) days'prior

Article 70 A twenty (20) working days'

written notice for convening the General

prior written notice for convening the

Meeting shall be given to notify

AnnualGeneral Meeting and a ten (10)

Shareholders whose names appear in the

working days' or fifteen (15) days'

register of Shareholders of the matters

(whichever is earlier) prior written notice

proposed to be considered and the date and

for convening the extraordinary General

place of the meeting. Shareholders who

Meetingshall be given to notify

intend to attend the meeting shall serve

Shareholders whose names appear in the

their written replies on the Company

register of Shareholders of the matters

twenty (20) days prior to the date of the

proposed to be considered and the date and

meeting.

place of the meeting.

The period and means of notice for

convening class Shareholders' meetings by

the Company shall be subject to the

requirements of Article 123.

- 25 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

When calculating the time limit, the date of

When calculating the time limit, the date of

meeting and the issuance date shall not be

meeting and the issuance date shall not be

included. For the purpose of the notice to be

included. For the purpose of the notice to be

issued to the holders of H Shares under this

issued to the holders of H Shares under this

article, the issuance date thereof shall be the

article, the issuance date thereof shall be the

date on which the notice has been delivered

date on which the notice has been delivered

to the postal office for posting by Company

to the postal office for posting by Company

or the share registrar appointed by the

or the share registrar appointed by the

Company.

Company.

Article 73 The Company shall, based on

Article 73 Annual and extraordinary General

the written replies received twenty (20)

Meetings shall not resolve matters not stated

days before the date of the General

in the notice.

Meeting from the Shareholders, calculate

the number of voting Shares represented

by Shareholders who intend to attend the

meeting. If the number of voting Shares

represented by the Shareholders who

intend to attend the meeting reaches not

less than one half of the Company's total

voting Shares, the Company may hold the

meeting. If not, the Company shall within

five (5) days notify the Shareholders

again by public notice of the matters to

be considered, the place and the date of

the meeting. The Company then may hold

the meeting after such publication of

such notice.

Annual and extraordinary General Meetings

shall not resolve matters not stated in the

notice.

Article 76 A notice of the General Meeting

Article 76 A notice of the General Meeting

shall be dispatched to Shareholders

shall be dispatched to Shareholders

(regardless of their voting rights at the

(regardless of their voting rights at the

General Meeting) by hand or by prepaid

General Meeting) by hand or by prepaid

registered mail. The addresses of the

registered mail. The addresses of the

recipients shall be such addresses as shown

recipients shall be such addresses as shown in

in the register of members. For holders of A

the register of members. For holders of A

Shares, a notice of the General Meeting

Shares, a notice of the General Meeting may

may be made by way of announcement.

be made by way of announcement.

- 26 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

The announcement referred in the preceding

The announcement referred in the preceding

paragraph shall be published within a

paragraph shall be published in one or more

period of forty-five (45) to fifty (50) days

newspapers and journals designated by

prior to the date of the General Meeting

securities governing authorities of the State

in one or more newspapers and journals

Council. Once an announcement is made, all

designated

by

securities

governing

holders of the A Shares are deemed to have

authorities of the State Council. Once an

received the relevant notice of the General

announcement is made, all holders of the A

Meeting.

Shares are deemed to have received the

relevant notice of the General Meeting.

Article 123 Written notice of a Class

Article 123 Written notice of a Class

Shareholders'

General Meeting

convened

Shareholders' General Meeting convened by

by the Company shall be dispatched forty-

the Company shall be dispatched twenty (20)

five (45) daysprior to the date of the Class

working days prior to the date of the

Shareholders' General Meeting to all

Annual General Meeting, ten (10) working

Shareholders of such class whose names

days or fifteen (15) days (whichever is

appear on the register of members,

earlier) prior to the date of the

specifying the matters to be considered and

extraordinary General Meetingto all

the date and place of the meeting.

Shareholders of such class whose names

Shareholders who intend to attend the

appear on the register of members, specifying

meeting shall serve on the Company

the matters to be considered and the date and

written replies of their intention to attend

place of the meeting.

twenty (20) days prior to the date of the

meeting. If the number of voting Shares

at such meeting held by Shareholders

who intend to attend such meeting

reaches not less than one-half of the total

number of voting Shares at such meeting,

the Company may hold such Class

Shareholders' General Meeting; if this

cannot be attained, the Company shall

further notify the Shareholders by way of

announcement within five (5) days

thereof specifying the matters to be

considered and the date and place of the

meeting. After such announcement has

been given, the Company may then hold

the Class Shareholders' General Meeting.

- 27 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

Article 127 Directors shall be elected at the

Article 127 Directors shall be elected at the

General Meeting. The term of office of the

General Meeting. The term of office of the

Directors shall be three (3) years. Upon

Directors shall be three (3) years. Prior to

expiration of the current term of office, a

the expiration of their terms of office,

Director shall be eligible to offer

Directors may be dismissed from office by

himself/herself

for

re-election

and

the General Meeting.Upon expiration of the

reappointment. Prior to the expiration of

current term of office, a Director shall be

their terms of office, Directors may not

eligible

to offer

himself/herself

for

be dismissed from office without cause by

re-election and reappointment.

the General Meeting.

......

......

Article 135 The Board shall report to the

Article 135 The Board shall report to the

General Meeting and exercises the

General Meeting and exercises the following

following powers:

powers:

......

......

(11) upon the nomination of the president,

(11) upon the nomination of the president,

appoint or dismiss the vice president(s), the

appoint or dismiss the senior vice

chief financial officer (the "CFO"), the

president(s), vice president(s) and the chief

chief technology officer, the chief sales

financial officer (the "CFO"), and decide

officer, the chief marketing and strategy

their

remunerations,

incentives

and

officer and the chief human resources

punishments;

officer of the Company, and decide their

remunerations, incentives and punishments;

......

......

- 28 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

Article 149 The Board may, in light of its

Article 149 The Board should set up the

needs, set up an audit committee, a

audit committee, nomination

committee

remuneration

committee and other

and remuneration committee, and in light

professional committees.

of its needs, a strategy committee and

relevant special committees. The special

committees shall be responsible to the

Board and shall perform their duties as

stipulated in the Articles of Association

and as authorized by the Board. Proposals

shall be submitted to the Board for

consideration and approval. All members

of the special committees shall be

Directors, of which the audit committee

shall consist of non-executive Directors.

Independent Directors shall account for

the majority of members of the audit

committee, the nomination committee and

the remuneration committee, and shall

serve as the chairmen. The chairman of the

audit committee shall be an accounting

professional. The Board

shall be

responsible in formulating the rules of

procedures of the special committees to

regulate their operation.

- 29 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

Article 153 The Company shall have 1

Article 153 The Company shall have 1 (one)

(one) president, 3 (three) vice presidents

president, several senior vice president(s)

who shall assist the president in his/her

and vice president(s)who shall assist the

work, 1 (one) CFO, 1 (one) chief

president in his/her work, and 1 (one) CFO.

technology officer, 1 (one) chief sales

The president, the senior vice president(s),

officer, 1 (one) chief marketing and

vice president(s), and the CFO shall be

strategy officer and 1 (one) chief human

appointed and dismissed by the Board.

resources officer. The president, the vice

presidents, the CFO, the chief technology

The term of office of the president and other

officer, the chief sales officer, the chief

senior management members shall be 3 years

marketing and strategy officer and the

and they shall be eligible to offer themselves

chief human resources officershall be

for reappointment.

appointed and dismissed by the Board.

Persons holding administrativepositions at

The term of office of the president and other

the Controlling Shareholder of the Company

senior management members shall be 3

(other than being a directoror a supervisor)

years and they shall be eligible to offer

may not concurrently serve as the Company's

themselves for reappointment.

senior management members.

Persons holding positions at the Controlling

Shareholder or Actual Controllerof the

Company (other than being a director) may

not concurrently serve as the Company's

senior management members.

Article 154 The president of the Company

Article 154 The president of the Company

shall be accountable to the Board and

shall be accountable to the Board and

exercise the following powers:

exercise the following powers:

......

......

(7) to propose the appointment or dismissal

(7) to propose the appointment or dismissal

of the Company's vice presidents,the

of the Company's senior vice president(s),

CFO, the chief technology officer, the

vice president(s) andthe CFO to the Board;

chief sales officer, the chief marketing

and strategy officer and the chief human

......

resources officerto the Board;

......

- 30 -

APPENDIX III

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Existing articles of the Articles of

Articles of the Articles of Association after

Association

amendment

Article 237 In these Articles of Association,

Article 237 In these Articles of Association,

"senior management members" refer to the

"senior management members" refer to the

Company's president, vice presidents,the

Company's

president,

senior

vice

CFO, the chief technology officer, the chief

president(s), vice president(s), the CFO,

sales officer, the chief marketing and

and Secretary to the Board and other

strategy officer, the chief human resources

personnel as prescribed by these Articles.

officer and Secretary to the Board and other

"President", "senior vice president" and

personnel as prescribed by these Articles.

"vice president", and "CFO" herein refer to

"President", "vice president" and "CFO"

"manager", "deputy manager" and "financial

herein refer to "manager", "deputy

controller" as defined in the Company Law.

manager" and "financial controller" as

defined in the Company Law.

- 31 -

APPENDIX IV

AMENDMENTS TO PROCEDURAL RULES

FOR THE GENERAL MEETING

Details of the proposed amendments to the procedural rules for the general meeting of the

Company are set out below:

Existing articles

Articles after amendment

Article 2 These Rules apply to the general

Article 2 These Rules apply to the general

meeting of the Company and shall be

meeting of the Company and shall be binding

binding on the Company, all the

on the Company, all the shareholders,

shareholders, authorized proxies of the

authorized proxies of the shareholders

shareholders (hereinafter referred to as the

(hereinafter referred to as the "Proxy"),

"Proxy"), directors of the Company,

directors of the Company, supervisors of the

supervisors of the Company, senior

Company, senior management personnel such

management personnel such as president,

as president, senior vice president(s), vice

vice president, the chief financial officer,

president(s), the chief financial officer, the

the secretary of the board of directors, and

secretary of the board of directors, and other

other relevant personnel present at the

relevant personnel present at the meeting.

meeting.

Article 25 A written notice shall be issued

Article 25 A twenty working days' prior

45 days prior to the general meeting,

written notice for convening the Annual

informingall the registered shareholders of

General Meeting and a ten working days'

the matters to be considered at the meeting,

or fifteen (15) days' (whichever is earlier)

and the date and venue of the meeting.

prior written notice for convening the

extraordinary General Meeting shall be

Unless otherwise required by the relevant

given to notifyall the registered

laws, administrative regulations, the Listing

shareholders of the matters to be considered

Rules and the Articles of Association, the

at the meeting, and the date and venue of the

notice of a general meeting shall be

meeting.

delivered to the shareholders (whether or

The period and means of notice for

not such shareholder is entitled to vote at

the meeting) by hand or by pre-paid mail to

convening class shares meetings by the

the addresses of the shareholders as shown

Company shall be subject to the

in the register of members of the Company.

requirements of Article 123 of the Articles

For Holders of A Shares, the notice of the

of Association.

meeting may also be given by way of public

announcement.

Unless otherwise required by the relevant

The announcement referred to in the

laws, administrative regulations, the Listing

Rules and the Articles of Association, the

preceding paragraph shall be published

notice of a general meeting shall be delivered

within a period of 45 to 50 days prior to

to the shareholders (whether or not such

the date of the meetingin one or more

shareholder is entitled to vote at the meeting)

newspapers designated by the securities

by hand or by pre-paid mail to the addresses

regulatory authorities of the State Council.

of the shareholders as shown in the register

Once an announcement is made, all Holders

of members of the Company. For Holders of

of A Shares shall be deemed to have

A Shares, the notice of the meeting may also

received the relevant notice of the general

be given by way of public announcement.

meeting.

The announcement referred to in the

preceding paragraph shall be published in

one or more newspapers designated by the

securities regulatory authorities of the State

Council. Once an announcement is made, all

Holders of A Shares shall be deemed to have

received the relevant notice of the general

meeting.

- 32 -

APPENDIX IV

AMENDMENTS TO PROCEDURAL RULES

FOR THE GENERAL MEETING

Existing articles

Articles after amendment

Article 35

Shareholders who

intend to

Article 35 Matters not listed in the notice

attend the meeting shall deliver to the

shall not be resolved at the general meetings.

Company

their written

replies

concerning their attendance 20 days

prior to the date of the meeting.

The Company shall, based on the written replies it received 20 days before the date of the general meeting from the shareholders, calculate the number of shares carrying voting rights represented by shareholders who intend to attend the meeting. If the number of shares carrying voting rights represented by the shareholders who intend to attend the meeting reaches a half or more of the Company's total number of the shares carrying voting rights, the Company may hold the general meeting. If not, the Company shall, within five days, notify the shareholders again by public announcement of the matters to be reviewed, and the venue and the date of the meeting. The Company may then hold the general meeting after publication of such notice.

Matters not listed in the notice shall not be resolved at the general meetings.

- 33 -

APPENDIX IV

AMENDMENTS TO PROCEDURAL RULES

FOR THE GENERAL MEETING

Existing articles

Articles after amendment

Article 44 The board of directors of the

Article 44 The board of directors of the

Company shall take necessary measures to

Company shall take necessary measures to

ensure the seriousness and the normal order

ensure the seriousness and the normal order

of the general meeting. The Company is

of the general meeting. The Company is

entitled to reject the attendance by any

entitled to reject the attendance by any other

other persons except shareholders (or

persons except shareholders (or Proxies),

Proxies),

directors,

supervisors,

the

directors, supervisors, the secretary of the

secretary of the board of directors,

board of directors, appointed legal advisors,

appointed legal advisors, the president, vice

the president, senior vice president(s), vice

president, financial directors and other

president(s), financial directors and other

visitors invited by the board of directors, so

visitors invited by the board of directors, so

as to safeguard the seriousness and the

as to safeguard the seriousness and the

normal order of the general meeting. The

normal order of the general meeting. The

board of directors shall take measures to

board of directors shall take measures to stop

stop and report to the relevant departments

and report to the relevant departments for

for investigation and prosecution in a

investigation and prosecution in a timely

timely manner any acts which disturb the

manner any acts which disturb the general

general meeting, cause troubles, or infringe

meeting, cause troubles, or infringe

shareholders' legitimate

rights

and

shareholders' legitimate rights and interests.

interests.

Article 45 The location of the General

Article 45 The location of the General

Meetings shall be the domicile of the

Meetings shall be the domicile of the

Company or other places specified in the

Company or other places specified in the

notice of the General Meetings.

notice of the General Meetings.

A General Meeting will have a meeting

A General Meeting will have a meeting venue

venue and will take place in the form of an

and will take place in the form of an on-site

on-sitemeeting. Provided that the legality

meeting. The Company shall also facilitate

and validity of the General Meeting are

Shareholders' attendance of the General

ensured, the Company shall utilize

Meeting by providing for the means of

various methods and ways to facilitate

online voting.A Shareholder shall be

Shareholders' attendance of the General

deemed to have attended the meeting if he

Meeting by providing for, on a priority

participates in the meeting by means of such

basis, online voting platforms and similar

method. The online voting platform shall not

modern

information

technologies,

or

apply to holders of H Shares.

other means.A Shareholder shall be

deemed to have attended the meeting if he

participates in the meeting by means of

such method. The online voting platform

shall not apply to holders of H Shares.

- 34 -

APPENDIX V

AMENDMENTS TO PROCEDURAL RULES

FOR THE BOARD MEETING

Details of the proposed amendments to the procedural rules for the Board meeting are set

out below:

Existing articles

Articles after amendment

Article 2 The Board shall be accountable to

Article 2 The Board shall be accountable to

the general meeting and shall exercise the

the general meeting and shall exercise the

following powers:

following powers:

(11) upon the nomination of the president,

(11) upon the nomination of the president,

appoint or dismiss the vice president(s), the

appoint or dismiss the senior vice

chief financial officer (the "CFO"), the

president(s), the vice president(s) andchief

chief technology officer, the chief sales

financial officer (the "CFO") of the

officer, the chief marketing and strategy

Company, and decide their remunerations,

officer and the chief human resources

incentives and punishments;

officerof the Company, and decide their

remunerations, incentives and punishments;

Article 8

Article 8

The appointment, removal and term of

The appointment, removal and term of office

office of the directors shall be in

of the directors shall be in compliance with

compliance

with

the

Articles

of

the Articles of Association. A director may

Association. A director shall not be

be removed by the general meetingprior to

removed by the general meeting without

the expiry of his/her term of office. The term

any reasonprior to the expiry of his/her

of office of a director shall commence on the

term of office. The term of office of a

date his/her appointment is approved by a

director shall commence on the date his/her

resolution of the general meeting and end

appointment is approved by a resolution of

upon expiry of the term of the relevant

the general meeting and end upon expiry of

session of the Board.

the term of the relevant session of the

Board.

- 35 -

APPENDIX V

AMENDMENTS TO PROCEDURAL RULES

FOR THE BOARD MEETING

Existing articles

Articles after amendment

Article 9 The Board shall have one

Article 9 The Board shall have one chairman

chairman and one vice-chairman.

and one vice-chairman.

Pursuant to the Articles of Association

The Board should set up the audit

and the relevant resolutions and/or

committee,

nomination committee

and

authorizations of the general meeting, the

remuneration committee, and in light of its

Board shall establish an audit committee,

needs, a strategy committee and relevant

a

nomination

and

remuneration

special committees. The special committees

committee and a strategy committee.

shall be responsible for the Board and

These special committees shall, pursuant

shall perform their duties as stipulated in

to the arrangement of the Board and as

the Articles of Association and as

proposed by the chairman of the Board

authorized by the Board. Proposals shall

and the president, convene meetings from

be submitted to the Board for

time to time to conduct research on

consideration and approval. All members

specific issues and provide opinions and

of the special committees shall be

recommendations on these matters to the

directors, of which the audit committee

Board for its reference in connection with

shall be consist of non-executive directors.

its decision-making.

Independent Directors shall account for

the majority of members of the audit

committee, the nomination committee and

the remuneration committee, and shall

serve as the chairmen. The chairman of the

audit committee shall be an accounting

professional.

The Board shall

be

responsible in formulating the rules of

procedures of the special committees to

regulate their operation.

- 36 -

APPENDIX VI

AMENDMENTS TO PROCEDURAL RULES FOR

THE BOARD OF SUPERVISORS MEETING

Details of the proposed amendments to the procedural rules for the Board of Supervisors meeting are set out below:

Existing articles

Articles after amendment

Article 9 The Board of Supervisors shall

Article 9 The Board of Supervisors shall

exercise the following powers in accordance

exercise the following powers in accordance

with the laws:

with the laws:

(3) to supervise the conduct of Directors,

(3) to supervise the conduct of Directors,

president, vice-president(s) and other senior

president,

senior

vice-president(s),

management members in performing their

vice-president(s)

and

other

senior

duties to the Company and to recommend

management members in performing their

the removal of

Directors,

president,

duties to the Company and to recommend

vice-president(s)

and

other

senior

the removal of Directors, president, senior

management members who violated any

vice-president(s),vice-president(s) and

laws, administrative regulations, the Articles

other senior management members who

of Association or resolutions of General

violated

any

laws,

administrative

Meeting;

regulations, the Articles of Association or

resolutions of General Meeting;

(4) to demand rectification from a Director,

president, vice-president(s) and any other

(4) to demand rectification from a Director,

senior management members when the acts

president, senior vice-president(s),vice-

of such persons are harmful to the

president and any other senior management

Company's interest;

members when the acts of such persons are

harmful to the Company's interest;

- 37 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Yangtze Optical Fibre and Cable Joint Stock Limited Company*

長 飛光 纖 光纜 股份 有限 公 司

(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 Friday, January 17, 2020 at 1:30 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 RESOLUTIONS

1. To consider and approve the re-election or election and appointment of the following directors as directors for the third session of the board of directors of the Company:

1.01. To consider and approve the re-election and appointment of Mr. Ma Jie as a non-executive director of the Company and to consider and approve Mr. Ma Jie's director's fee of RMB380,000 per annum (after all taxes have been deducted);

1.02. To consider and approve the election and appointment of Mr. Guo Tao as a non-executive director of the Company and to consider and approve Mr. Guo Tao's director's fee of RMB380,000 per annum (after all taxes have been deducted);

1.03. To consider and approve the re-election and appointment of Mr. Zhuang Dan as an executive director of the Company and to consider and approve Mr. Zhuang Dan's director's fee of RMB380,000 per annum (after all taxes have been deducted);

1.04. To consider and approve the re-election and appointment of Mr. Philippe Claude Vanhille as a non-executive director of the Company and to consider and approve Mr. Philippe Claude Vanhille's director's fee of RMB380,000 per annum (after all taxes have been deducted);

  • 1.05. To consider and approve the re-election and appointment of Mr. Pier Francesco Facchini as a non-executive director of the Company and to consider and approve Mr. Pier Francesco Facchini's director's fee of RMB380,000 per annum (after all taxes have been deducted);

  • For identification purpose only

- 38 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

1.06. To consider and approve the re-election and appointment of Mr. Frank Franciscus Dorjee as a non-executive director of the Company and to consider and approve Mr. Frank Franciscus Dorjee's director's fee of RMB380,000 per annum (after all taxes have been deducted);

1.07. To consider and approve the re-election and appointment of Mr. Xiong Xiangfeng as a non-executive director of the Company and to consider and approve Mr. Xiong Xiangfeng's director's fee of RMB380,000 per annum (after all taxes have been deducted);

1.08. To consider and approve the election and appointment of Ms. Lai Zhimin as a non-executive director of the Company and to consider and approve Ms. Lai Zhimin's director's fee of RMB380,000 per annum (after all taxes have been deducted);

  1. To consider and approve the election and appointment of Mr. Bingsheng Teng as an independent non-executive director of the Company and to consider and approve Mr. Bingsheng Teng's director's fee of RMB380,000 per annum (after all taxes have been deducted);
  2. To consider and approve the election and appointment of Mr. Liu Deming as an independent non-executive director of the Company and to consider and approve Mr. Liu Deming's director's fee of RMB380,000 per annum (after all taxes have been deducted);
  3. To consider and approve the election and appointment of Mr. Song Wei as an independent non-executive director of the Company and to consider and approve Mr. Song Wei's director's fee of RMB380,000 per annum (after all taxes have been deducted);
  4. To consider and approve the election and appointment of Dr. Wong Tin Yau, Kelvin as an independent non-executive director of the Company and to consider and approve Dr. Wong Tin Yau, Kelvin's director's fee of RMB380,000 per annum (after all taxes have been deducted);

- 39 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

2. To consider and approve the election and appointment of the following non- employee representative supervisors as the non-employee representative supervisors for the third session of the board of supervisors of the Company:

2.01. To consider and approve the election and appointment of Mr. Li Ping as a non-employee representative supervisor of the Company and to consider and approve Mr. Li Ping's remuneration of RMB200,000 per annum (after all taxes have been deducted); and

2.02. To consider and approve the election and appointment of Dr. Li Zhuo as a non-employee representative supervisor of the Company and to consider and approve Dr. Li Zhuo's remuneration of RMB200,000 per annum (after all taxes have been deducted).

SPECIAL RESOLUTIONS

  1. To consider and approve the proposal in relation to the amendments to the Articles of Association;
  2. To consider and approve the proposal in relation to the amendments to the procedural rules for the general meeting of the Company;
  3. To consider and approve the proposal in relation to the amendments to the procedural rules for the Board meeting; and
  4. To consider and approve the proposal in relation to the amendments to the procedural rules for the Board of Supervisors meeting.

By Order of the Board

Yangtze Optical Fibre and Cable Joint Stock Limited Company*

長飛光纖光纜股份有限公司

Ma Jie

Chairman

Wuhan, PRC, December 2, 2019

  • For identification purpose only

- 40 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

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 December 2, 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 Wednesday, December 18, 2019 to Friday, January 17, 2020 (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 Wednesday, December 18, 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 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, at or before 4:30 p.m. on Tuesday, December 17, 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 1:30 p.m. on Thursday, January 16, 2020) 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 54, 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 Friday, December 27, 2019. The address of Tricor Investor Services Limited is Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (Tel: (852) 2980 1333, Fax: (852) 2810 8185).
  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 1:30 p.m.. Registration for admission to the EGM will take place from 12:30 p.m. to 1:30 p.m..
    References to time and dates in this notice are to Hong Kong time and dates.

- 41 -

NOTICE OF H SHARE CLASS MEETING

Yangtze Optical Fibre and Cable Joint Stock Limited Company*

長 飛光 纖 光纜 股份 有限 公 司

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

(Stock Code: 6869)

NOTICE OF THE H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the H Share class meeting (the "H Share Class Meeting" or the "Meeting") of Yangtze Optical Fibre and Cable Joint Stock Limited Company* (the "Company") will be held on Friday, January 17, 2020 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:

SPECIAL RESOLUTIONS

  1. To consider and approve the proposal in relation to the amendments to the Articles of Association; and
  2. To consider and approve the proposal in relation to the amendments to the procedural rules for the general meeting of the Company.

By Order of the Board

Yangtze Optical Fibre and Cable Joint Stock Limited Company*

長飛光纖光纜股份有限公司

Ma Jie

Chairman

Wuhan, PRC, December 2, 2019

  • For identification purpose only

- 42 -

NOTICE OF H SHARE CLASS MEETING

Notes:

  1. Circular
    Details of the above proposals and resolutions to be considered at the H Share Class Meeting are set out in the circular of the Company dated December 2, 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 H Share Class Meeting
    Holders of H shares of the Company ("H Shares") are advised that the register of members will be closed from Wednesday, December 18, 2019 to Friday, January 17, 2020 (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 Wednesday, December 18, 2019 are entitled to attend the H Share Class Meeting. Holders of H Shares who wish to attend the H Share Class Meeting 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 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, at or before 4:30 p.m. on Tuesday, December 17, 2019.
  3. Proxy
    Shareholders entitled to attend and vote at the H Share Class Meeting 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 H Share Class Meeting (i.e. not later than 2:30 p.m. on Thursday, January 16, 2020) 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 H Share Class Meeting 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 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.
  4. Reply Slip
    Holders of H Shares who intend to attend the H Share Class Meeting 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 Friday, December 27, 2019. The address of Tricor Investor Services Limited is Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (Tel: (852) 2980 1333, Fax: (852) 2810 8185).
  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 H Share Class Meeting is expected to last for half a day. Shareholders (in person or by proxy) attending the H Share Class Meeting are responsible for their own transportation, catering and accommodation expenses. Shareholders or their proxies attending the H Share Class Meeting shall produce their identification documents.
    The H Share Class Meeting starts at 2:30 p.m.. Registration for admission to the H Share Class Meeting 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.

- 43 -

Attachments

  • Original document
  • Permalink

Disclaimer

Yangtze Optical Fibre and Cable Joint Stock Ltd. Company published this content on 02 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2019 23:22:03 UTC