Sunny Optical Technology : NOTICE OF ANNUAL GENERAL MEETING

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

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Sunny Optical Technology (Group) Company Limited (the "Company") will 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. for the purposes of considering and, if thought fit, passing, with or without modification, the following resolutions:

1.To receive and consider approval of the audited consolidated accounts and the reports of the Directors of the Company (the "Directors") and the auditors of the Company for the year ended 31 December 2018;

2.To declare a final dividend for the year ended 31 December 2018;

3.(a) To re-elect Mr. Sun Yang as an executive Director;

(b)To re-elect Mr. Zhang Yuqing as an independent non-executive Director;

(c)To re-elect Mr. Shao Yang Dong as an independent non-executive Director;

(d)To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.

4.To re-appoint Deloitte Touche Tohmatsu as the Company's external auditors and to authorise the Board to fix their remuneration;

5.As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

"THAT:

(a)subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company (or securities convertible into Shares, or options, warrants or similar

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rights to subscribe for any Shares) and/or to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

(b)the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:

(i)a Rights Issue as hereinafter defined;

(ii)the grant or exercise of any option under any share option schemes of the Company or any other option scheme, or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or

(iii)any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Memorandum and Articles of Association of the Company; or

(iv)any issue of shares in the Company upon the exercise of any subscription rights or conversion under the terms of any warrants of the Company or any securities of the Company which are convertible into shares of the Company;

shall not exceed the aggregate of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution; and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly.

(c)for the purpose of this resolution:

"Relevant Period" means the period from the date of the passing of this resolution until whichever is 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 of the Company, or any applicable laws to be held; and

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(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 this resolution.

"Rights Issue" means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors, to holders of shares in the Company or any class thereof on the register on a fixed record date in proportion to their holdings of such shares or class of shares thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body applicable to the Company)."

6.As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

"THAT:

(a)subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase its shares (or securities convertible into its shares), subject to and in accordance with the applicable laws and regulations, be and is hereby generally and unconditionally approved;

(b)the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

(c)for the purpose of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is 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 of the Company, 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 this resolution."

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7.As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

"THAT the general mandate granted to the Directors of the Company pursuant to resolution No. 5 above and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby extended by the total nominal amount of shares in the capital of the Company repurchased by the Company pursuant to the exercise by the Directors of the Company of the powers of the Company to purchase such shares as referred to in the above resolution No. 6."

By order of the Board

Sunny Optical Technology (Group) Company Limited

Ye Liaoning

Chairman and Executive Director

Hong Kong, 8 April 2019

Principal place of business in Hong Kong:

Unit 2304-5, 23/F., Henley Building,

5 Queen's Road Central,

Hong Kong

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Notes:

1.A shareholder entitled to attend and vote at the above meeting (or at any adjournment thereof) may appoint another person as his/her proxy to attend and to vote in his/her stead. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

2.Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

3.In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4.Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting or any adjourned meeting if they so wish.

5.For the purposes of determining shareholders' eligibility to attend and vote at the above meeting, and entitlement to the final dividend, the register of members of the Company will be closed. Details of such closures are set out below:

(i)For determining eligibility to attend and vote at the above meeting:

Latest time to lodge transfer documents for registration	:	4:30 p.m. on Wednesday,
		22 May 2019
Closure of register of members	:	Thursday, 23 May 2019 to Tuesday,
		28 May 2019
		(both dates inclusive)
(ii) For determining eligibility on the final dividends:
Latest time to lodge transfer documents for registration	:	4:30 p.m. on Monday,
		3 June 2019
Closure of register of members	:	Tuesday, 4 June 2019 to Tuesday, 11
		June 2019
		(both dates inclusive)

During the above closure periods, no transfer of shares will be registered. To be eligible to attend and vote at the above meeting, and to qualify for the final dividends, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than the aforementioned latest time.

6.Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities of the Stock Exchange of Hong Kong Limited, all resolutions set out in this Notice will be decided by poll at the above meeting.

7.A form of proxy for use at the above meeting is enclosed.

As at the date of this announcement, the Board comprises Mr. Ye Liaoning, Mr. Sun Yang and Mr. Wang Wenjie, who are executive Directors; Mr. Wang Wenjian, who is non-executive Director, and Mr. Zhang Yuqing, Mr. Feng Hua Jun and Mr. Shao Yang Dong, who are independent non-executive Directors.

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