Yangtze Optical Fibre And Cable Joint Stock : SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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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)

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

References are made to the circular of Yangtze Optical Fibre and Cable Joint Stock Limited Company* (the "Company") and the notice of the extraordinary general meeting of the Company (the "EGM") dated December 2, 2019 (the "Original Notice"), which set out the time and venue of the EGM and contain the resolutions to be tabled before the EGM for shareholders' approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled 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 purposes of considering and if thought fit, passing the following resolutions, in addition to the resolutions set out in the Original Notice:

ORDINARY RESOLUTIONS

7. To consider and approve the following proposed annual caps and continuing connected transactions/2020 to 2022 annual transaction amounts for the related party transactions to be carried out in the ordinary and usual course of business:

7.01 the proposed annual caps for the continuing connected transactions contemplated under the Optical Fibre Technology Cooperation Agreement for the three years ending December 31, 2020, 2021 and 2022 be and are hereby approved and confirmed, and the directors of the Company acting together or by committee, or any director of the Company acting individually, be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in his/her/their opinion may be necessary, desirable or expedient to implement and/or give effect to such proposed annual caps;

• 7.02 (i) the continuing connected transactions contemplated under the purchase framework agreement entered into between Yangtze Optical Fibre and Cable (Shanghai) Co., Ltd. (長飛光纖光纜(上海)有限公司) and the Company on December 20, 2019, a copy of which has been initialled by the chairman of this meeting and for the purpose of identification marked "A", and the proposed

• For identification purpose only

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annual caps be and are hereby generally and unconditionally approved and the directors of the Company acting together or by committee, or any director of the Company acting individually, be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in his/her/their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such continuing connected transactions; and (ii) the continuing connected transactions contemplated under the sales framework agreement entered into between Yangtze Optical Fibre and Cable (Shanghai) Co., Ltd. (長飛光纖光纜(上海)有限公司) and the Company on December 20, 2019, a copy of which has been initialled by the chairman of this meeting and for the purpose of identification marked "B", and the proposed annual caps be and are hereby generally and unconditionally approved and the directors of the Company acting together or by committee, or any director of the Company acting individually, be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in his/her/their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such continuing connected transactions;

7.03 the estimates of the 2020 to 2022 annual transaction amounts for the related party transactions to be carried out in the ordinary and usual course of business as set out in Appendix I to the supplemental circular of the Company dated December 31, 2019 be and are hereby approved, and that the board of directors of the Company (the "Board") or such persons as authorized by the Board, be authorized to enter into specific business agreements with the related parties from time to time during the years 2020 to 2022 within the limits of the estimates on the transaction amounts, for each transaction contemplated under this proposal during the ordinary and usual course of business; and

8. To consider and approve the 2020 annual external guarantee amount as set out in Appendix II to the supplemental circular of the Company dated December 31, 2019, and that the Board or such person as authorized by the Board, be authorized to handle the specific matters in relation to the external guarantee, including adjusting specific guarantee amount and signing relevant legal documents in accordance with actual business needs within the limit of the 2020 annual external guarantee amount contemplated under this proposal.

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 31, 2019

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Notes:

1. Details of the above proposals and resolutions to be considered at the EGM are set out in the supplemental circular of the Company dated December 31, 2019 (the "Supplemental Circular"). Unless otherwise defined in this supplemental notice, capitalized terms used in this supplemental notice shall have the same meanings as those defined in the Supplemental Circular.
2. A supplemental proxy form (the "Supplemental Proxy Form") containing the resolutions numbered 7 to 8 mentioned above is enclosed with this Supplemental Circular. The proxy form issued by the Company along with the circular of the Company dated December 2, 2019 (the "Original Proxy Form") will remain valid and effective to the fullest extent applicable if correctly completed and lodged with the H Share registrar of the Company.
3. If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying Supplemental Proxy Form in accordance with the instructions printed thereon. To be valid, the Supplemental Proxy Form together with the power of attorney or other authorization document (if any) 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 or any adjourned meeting thereof. Completion and return of the Supplemental Proxy Form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.
4. Shareholders entitled to attend and vote at the EGM may appoint one or more proxies to attend, speak and vote in their stead. For the avoidance of doubt, should the proxies being appointed to attend the EGM under each of the Original Proxy Form and the Supplemental Proxy Form are different and more than one of the proxies attended the EGM, only the proxy validly appointed under the Original Proxy Form shall be designated to vote at the EGM.
5. Please refer to the Original Notice for details in respect of other resolutions to be passed at the EGM, eligibility for attending the EGM, proxy, registration procedures, closure of register of members and other relevant matters.

As at the date of this announcement, the Board comprises Zhuang Dan and Frank Franciscus Dorjee, as executive directors; Ma Jie, Yao Jingming, Philippe Claude Vanhille, Pier Francesco Facchini, Xiong Xiangfeng and Zheng Huili, as non-executive directors; Ngai Wai Fung, Ip Sik On Simon, Li Ping and Li Zhuo, as independent non-executive directors.

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