THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Asia Tele-Net and Technology Corporation Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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 of any part of the contents of this circular.

ASIA TELE-NET AND TECHNOLOGY CORPORATION LIMITED(Incorporated in Bermuda with limited liability)
(Stock Code: 679)
PROPOSAL FOR RE-ELECTION OF DIRECTOR, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at 2/F, 11 Dai Hei Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong on 4 August 2011 10:00 a.m. is set out on pages 11 to 14 of this circular. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment of the meeting should you so wish.

2 July 2011

CONTENTS
Page

Definitions...................................................................................................... 1
Letter from the Board
1. Introduction .............................................................................. 3
2. Re-election of Director ................................................................................. 4
3. General mandates to issue and repurchase Shares ....................................... 4
4. Annual General Meeting ............................................................................. 5
5. Voting by way of poll.......................................................................... 5
6. Recommendation............................................................................................ 5
7. Responsibility statement ................................................................................ 6
Appendix I — Director proposed to be re-elected ................................................ 7
Appendix II — Explanatory statement for the proposed Repurchase Mandate ... 8
Notice of Annual General Meeting.................................................................... 11

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

“AGM” the annual general meeting of the Company to be held at 2/F, 11 Dai Hei Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong at 10:00 a.m. on 4 August 2011

“Annual Report” the annual report of the Company for the year ended 31 December 2010

“associates” has the meaning as ascribed to it under the Listing Rules
“Board” the board of Directors

“Bye-Laws” the bye-laws of the Company

“Company” Asia Tele-Net and Technology Corporation Limited, an exempted company incorporated in Bermuda with limited liability and the securities of which are listed on the main board of the Stock Exchange

“Connected Persons” has the same meaning as ascribed to it under the Listing Rules

“Directors” the directors of the Company

“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Karfun” Karfun Investments Limited, a company incorporated in Hong Kong with limited liability and is wholly-owned subsidiary of Karl Thomson

“Karl Thomson” Karl Thomson Holdings Limited, an exempted company incorporated in Bermuda with limited liability and the securities of which are listed on the main board of the Stock Exchange

“Latest Practicable Date” 29 June 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

“Listing Rule” rules governing the listing of securities on the Stock Exchange “SFO” the Securities and Futures Ordinance (Chapter 571) of the Laws of Hong Kong

“Share Repurchase Rules” the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange

“Share(s)” the ordinary share(s) of HK$0.01 each in the capital of the Company
“Shareholder(s)” the holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Subsidiary” or “Subsidiaries” a company or companies which is/are for the time being a subsidiary/subsidiaries (within the meaning of the Companies Act or within Companies Ordinance (Chapter 32) of the Laws of Hong Kong) of the Company whether incorporated in Bermuda, Hong Kong or elsewhere

“Takeovers Code” Hong Kong Code on Takeovers and Mergers

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“%” per cent

LETTER FROM THE BOARD
ASIA TELE-NET AND TECHNOLOGY CORPORATION LIMITED(Incorporated in Bermuda with limited liability)
(Stock Code: 679)

Executive Directors:

Lam Kwok Hing (Chairman and Managing Director)
Nam Kwok Lun (Deputy Chairman)

Registered Office:
Clarendon House
Church Street
Hamilton HM11
Bermuda

Independent Non-Executive Directors:
Cheung Kin Wai
Kwan Wang Wai Alan
Ng Chi Kin David

Head Office and Principal Place of Business:
11 Dai Hei Street
Tai Po Industrial Estate
Tai Po, New Territories
Hong Kong

2 July 2011

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR RE-ELECTION OF DIRECTOR, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION
The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM of the Company relating to (i) re-election of Director and (ii) the granting of the general mandates to issue and repurchase Shares.

The notice of the AGM is set out on pages 11 to 14 of this circular for approving the same.

2. RE-ELECTION OF DIRECTOR
Pursuant to the Bye-Laws, one-third of directors of the Company are subject to retirement by rotation save any Director holding office as Chairman or Managing Director at every annual general meeting. Pursuant to Bye-law 87 of the Bye-Laws, Mr. Kwan Wang Wai Alan will retire and, being eligible, will offer himself for re-election at the AGM.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. Details of the retiring Director are set out in Appendix I of this circular.

3. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
The Company’s existing mandates to issue and repurchases Shares were approved by its Shareholders on 9 June 2010. Unless otherwise renewed, the exiting mandates to issue and repurchase Shares will lapse at the conclusion of the AGM.

Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:

(i) to allot, issue and deal with additional Shares representing not more than 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM (“the Issue Mandate”); and
(ii) to repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM (the “Repurchase Mandate”).

In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if so granted to the Directors at the AGM).

As at the Latest Practicable Date, the issued share capital of the Company comprised 426,463,400 Shares. On the basis that no Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed to issue a maximum of 85,292,680 Shares under the Issue Mandate and to repurchase a maximum of 42,646,340 Shares under the Repurchase Mandate, representing 20% and 10% of the issued share capital of the Company respectively as at the date of passing of such resolutions.

An explanatory statement as required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate set out in the Appendix II to this circular.

4. ANNUAL GENERAL MEETING
A notice convening the AGM to be held on 4 August 2011 is set out on pages 11 to 14 to this circular. Whether or not you intend to be present at the AGM, you are requested to complete the accompanying form of proxy and return it to the Company’s principal place of business in Hong Kong at 11 Dai Hei Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong in accordance with the instructions printed thereon not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not prevent Shareholders from attending and voting at the AGM if they so wish.

5. VOTING BY WAY OF POLL
According to Bye-law 66 of the Bye-Laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded. A poll may be demanded:

(a) by the chairman of such meeting; or
(b) by at least three members present in person or in case of a member being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or
(c) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy and representing not less than onetenth of the total voting rights of all members having the right to vote at the meeting; or
(d) by a member or members present in person or in the case of a member being a corporation by its duly authorized representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

Pursuant to Rule 13.39(4) of the Listing Rules, at any general meeting, a resolution put to the vote of a meeting shall be decided by poll. Therefore, the chairman of the AGM will exercise his right pursuant to Bye-law 66 of the Bye-Laws to demand poll voting on all the resolutions as set out in the Notice of the AGM. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

6. RECOMMENDATION
The Board is of the opinion that (i) the re-election of Director and (ii) the granting of the general mandates to the Directors to issue and repurchase Shares are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

7. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The information contained herein relating to the Company has been supplied by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular the omission of which would make any statement herein misleading insofar as it relates to the Company.

Yours faithfully,
For and on behalf of
Asia Tele-Net and Technology Corporation Limited

Lam Kwok Hing
Chairman and Managing Director

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