China High Precision Automation : Circulars - Proposals for Re-election of Directors and General Mandates to Repurchase Shares and Issue Shares and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China High Precision Automation Group Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CHINA HIGH PRECISION AUTOMATION GROUP LIMITED

中 國 高 精 密 自 動 化 集 團 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 591)

PROPOSALS FOR RE-ELECTION OF DIRECTORS

AND

GENERAL MANDATES TO REPURCHASE SHARES AND

ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (''AGM'') of China High Precision Automation Group Limited (the ''Company'') to be held at the VIP Meeting Room, 3rd Floor, Empark Grand Hotel, No. 59 Wenquan Gongyuan Road, Fuzhou, China at 10 : 30 a.m. on Wednesday, 27 November 2019 is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

15 October 2019

CONTENTS

			Pages
Definitions .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 3
Appendix I	-	Details of Directors Proposed to be Re-elected . . . . . . . . . . . . . . . . . . . .	. 7
Appendix II	-	Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . .	. 11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 14

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DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at the VIP
	Meeting Room, 3rd Floor, Empark Grand Hotel, No. 59
	Wenquan Gongyuan Road, Fuzhou, China at 10 : 30 a.m. on
	Wednesday, 27 November 2019, the notice of which is set out on
	pages 14 to 18 of this circular
''Articles of	the articles of association of the Company adopted on 28
Association''	October 2009, as amended from time to time
''Board''	the board of Directors
''Companies Law''	the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and
	revised) of the Cayman Islands
''Company''	China High Precision Automation Group Limited, an exempted
	company incorporated in Cayman Islands with limited liability,
	the issued Shares of which are listed on the main board of the
	Stock Exchange
''Director(s)''	the director(s) of the Company
''Group''	the Company and its subsidiaries
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
	Republic of China
''Issue Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors to exercise the power of the Company to allot, issue
	and deal with Shares not exceeding 20% of the number of issued
	Shares as at the date of the resolution approving such mandate
''Latest Practicable	Wednesday, 9 October 2019, being the latest practicable date
Date''	prior to the printing of this circular for ascertaining certain
	information for inclusion in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''PRC''	the People's Republic of China which, for the purpose of this
	circular, excludes Hong Kong, Macau Special Administrative
	Region of the People's Republic of China and Taiwan
''Repurchase Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors to exercise the power of the Company to
	repurchase Shares not exceeding 10% of the number of issued
	Shares as at the date of the resolution approving such mandate

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DEFINITIONS

''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
''Share(s)''	share(s) of HK$0.10 each in the share capital of the Company
''Shareholder(s)''	holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	The Codes on Takeovers and Mergers and Share Repurchases, as
	amended from time to time
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''%''	per cent.

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LETTER FROM THE BOARD

CHINA HIGH PRECISION AUTOMATION GROUP LIMITED

中 國 高 精 密 自 動 化 集 團 有 限 公 司

(Incorporated in Cayman Islands with limited liability)

(Stock Code: 591)

Executive Directors:	Registered Office:
Wong Fun Chung (Chairman and Chief Executive Officer)	Cricket Square,
Zou Chong	Hutchins Drive,
Su Fang Zhong	PO Box 2681,
Cheung Chuen	Grand Cayman,
	KY1-1111,
Independent non-executive Directors:	Cayman Islands
Hu Guo Qing
Ji Qin Zhi	Hong Kong Principal Place
Chan Yuk Hiu Taylor	of Business:
	Room 703, Jubilee Centre,
	18 Fenwick Street,
	Wanchai, Hong Kong
	15 October 2019
To the Shareholders
Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS

AND

GENERAL MANDATES TO REPURCHASE SHARES AND

ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the AGM relating to, among others, (i) the re-election of Directors who are due to retire at the AGM; (ii) the granting of the Repurchase Mandate to the Directors to exercise all the powers of the Company to repurchase fully paid up Shares by the Company; (iii) the granting of the Issue Mandate to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with new Shares; and (iv) to extend the Issue Mandate by an amount representing the number of issued Shares repurchased under the Repurchase Mandate.

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