Sunny Optical Technology : (1)GENERAL MANDATES TO ISSUE NEW SHARES AN...

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

If you have sold or transferred all your shares in Sunny Optical Technology (Group) Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee to the bank, the 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

SUNNY OPTICAL TECHNOLOGY (GROUP) COMPANY LIMITED

舜宇光學科技(集團)有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2382.HK)

(1)GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES;

(2)PROPOSED RE-ELECTION OF DIRECTORS; AND

(3)NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Sunny Optical Technology (Group) Company Limited to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong, on Tuesday, 28 May 2019, at 10:30 a.m., is set out on pages 15 to 19 of this circular. A form of proxy for the Annual General Meeting is enclosed herewith. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company's Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

8 April 2019

DEFINITIONS

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

"Annual General Meeting", or	the annual general meeting of the Company to be held at
"AGM"	United Conference Centre, 10/F, United Centre, 95
	Queensway, Admiralty, Hong Kong on Tuesday, 28 May
	2019, at 10:30 a.m.;
"Annual Report"	the annual report of the Company for the year ended 31
	December 2018;
"Articles" or "Articles of	the Articles of Association of the Company;
Association"
"Board"	the board of Directors;
"Company"	Sunny Optical Technology (Group) Company Limited, a
	company incorporated in the Cayman Islands with
	limited liability, the Shares of which are listed on the
	Main Board of the Stock Exchange;
"Directors"	directors of the Company;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Issue Mandate"	the general and unconditional mandate to be granted to
	the Directors at the Annual General Meeting to allot,
	issue and otherwise deal with new Shares not exceeding
	10% of the aggregate nominal amount of the share capital
	of the Company in issue as at the date of the passing of
	the resolution approving such mandate;
"Latest Practicable Date"	28 March 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;

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	DEFINITIONS
"Nomination Committee"	the nomination committee of the Board;
"PRC"	the People's Republic of China, which for the purposes of
	this circular, excludes Hong Kong, Macau Special
	Administrative Region and Taiwan;
"Repurchase Mandate"	the general and unconditional mandate to be granted to
	the Directors at the Annual General Meeting to
	repurchase Shares of the Company on the Stock
	Exchange of up to 10% of the aggregate nominal amount
	of the share capital of the Company in issue as at the date
	of the passing of the resolution approving such mandate;
"RMB"	Renminbi, the lawful currency of the PRC;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
"Share(s)"	share(s) of HK$0.10 each in the capital of the Company;
"Shareholder(s)"	holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Sun Xu"	Sun Xu Limited (舜旭有限公司), a company incorporated
	under the Laws of the British Virgin Islands; and
"Takeovers Code"	the Codes on Takeovers and Mergers and Share
	Buy-backs.

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LETTER FROM THE CHAIRMAN

SUNNY OPTICAL TECHNOLOGY (GROUP) COMPANY LIMITED

舜宇光學科技(集團)有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2382.HK)

Executive Directors	Registered office
Mr. Ye Liaoning (Chairman)	Cricket Square, Hutchins Drive,
Mr. Sun Yang (Chief Executive Officer)	P.O. Box 2681, George Town,
Mr. Wang Wenjie	Grand Cayman KY1-1111,
	Cayman Islands
Non-executive Director
Mr. Wang Wenjian (Honorary Chairman)	Principal place of business in
	Hong Kong
Independent non-executive Directors	Unit 2304-5, 23/F.,
Mr. Zhang Yuqing	Henley Building,
Mr. Feng Hua Jun	5 Queen's Road Central,
Mr. Shao Yang Dong	Hong Kong
	8 April 2019
To Shareholders
Dear Sir or Madam,

(1)GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES;

(2)PROPOSED RE-ELECTION OF DIRECTORS; AND

(3)NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting relating to:

(a)the proposed grant of the Issue Mandate and the Repurchase Mandate; and

(b)the re-election of the retiring Directors, namely Mr. Sun Yang, Mr. Zhang Yuqing and Mr. Shao Yang Dong.

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LETTER FROM THE CHAIRMAN

ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Issue Mandate to the Directors to allot, issue and deal with Shares up to a limit equal to 10% (i.e. 109,684,970 Shares on the basis of 1,096,849,700 Shares in issue as at the date of the passing of the relevant resolution assuming no issue of new Shares takes place between the Latest Practicable Date and the date of the Annual General Meeting) of the issued share capital of the Company as at the date of passing of such resolution, and adding to the Issue Mandate so granted to the Directors any Shares repurchased by the Company pursuant to the Repurchase Mandate (if granted at the Annual General Meeting) provided that such amount shall not exceed a maximum of 10% (i.e. 109,684,970 Shares on the basis of 1,096,849,700 Shares in issue as at the date of the passing of the relevant resolution assuming no issue of new Shares takes place between the Latest Practicable Date and the date of the Annual General Meeting) of the issued share capital of the Company as at the date of passing of the relevant resolution.

Such power to allot, issue and deal with Shares in the aforesaid manner is exercisable at any time from the date of passing of the relevant resolution until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any applicable laws, to be held; or (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by the relevant resolution.

REPURCHASE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to further renew the Repurchase Mandate granted to the Directors which was renewed on 29 May 2018 and will expire on the conclusion of the Annual General Meeting, in terms set out in the notice of the Annual General Meeting, to exercise the power of the Company to repurchase its own issued Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed at any time during the period until the earliest of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any applicable laws to be held, and (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by the relevant resolution.

Under the Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% (i.e. 109,684,970 Shares on the basis of 1,096,849,700 Shares in issue as at the date of the passing of the relevant resolution assuming no issue of new Shares takes place between the Latest Practicable Date and the date of the Annual General Meeting) of the issued share capital of the Company in issue as at the date of passing the relevant resolution.

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