Computer And Technologies : Declaration of final dividend, re-election of retiring directors and general mandates to repurchase its own shares and to issue new shares

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 Computer And Technologies Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker 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 (the "Stock Exchange") 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.

COMPUTER AND TECHNOLOGIES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00046)

DECLARATION OF FINAL DIVIDEND,

RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO REPURCHASE ITS OWN SHARES AND

TO ISSUE NEW SHARES

A notice convening the annual general meeting to be held at Level 10, Cyberport 2, 100 Cyberport Road, Hong Kong on Thursday, 27 May 2021 at 3:30 p.m. is set out on pages 15 to 18 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or adjournment thereof. Completion and return of the form of proxy will not prevent shareholders from attending and voting at the meeting should you so wish.

15 April 2021

		CONTENTS
			Page
Definitions . . . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-electionof Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Grant of Issuance Mandate, Buyback Mandate and Extension Mandate . . . . .	5
Annual General Meeting and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	-	Details of Directors proposed to be re-elected at
		the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	-	Explanatory statement on the Buyback Mandate . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

"AGM" or "Annual General	the annual general meeting of the Company to be held on
Meeting"	Thursday, 27 May 2021 at 3:30 p.m.;
"Board"	the board of Directors, such committee or sub-committee
	or person(s) delegated with the power and authority by the
	board of Directors for the time being;
"Buyback Mandate"	as defined in paragraph 4 of the Letter from the Board;
"Bye-laws"	the bye-laws of the Company as amended from time to
	time;
"CG Code"	Corporate Governance Code and Corporate Governance
	Report set out in Appendix 14 to the Listing Rules;
"Company"	Computer And Technologies Holdings Limited, a company
	incorporated in Bermuda with limited liability, the Shares
	of which are listed on the Stock Exchange;
"Director(s)"	director(s) of the Company;
"Extension Mandate"	as defined in paragraph 4 of the Letter from the Board;
"Final Dividend"	the proposed final dividend of 12 HK cents per Share in
	respect of the year ended 31 December 2020;
"Group"	the Company and its subsidiaries from time to time;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	The Hong Kong Special Administrative Region of the
	People's Republic of China;
"Issuance Mandate"	as defined in paragraph 4 of the Letter from the Board;
"Latest Practicable Date"	9 April 2021, 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;

- 1 -

	DEFINITIONS
"Ordinary Resolutions"	the proposed ordinary resolutions as referred to in the
	notice of the AGM;
"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 capital of the Company
	or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the
	share capital of the Company, shares forming part of the
	ordinary equity share capital of the Company;
"Shareholder(s)"	holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited; and
"Takeovers Code"	The Hong Kong Code on Takeovers and Mergers.

- 2 -

LETTER FROM THE BOARD

COMPUTER AND TECHNOLOGIES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00046)

Executive Directors:	Registered Office:
Ng Cheung Shing (Chairman)	Clarendon House
Cheung Wai Lam	2 Church Street
Leung King San, Sunny	Hamilton HM11
Ng Kwok Keung	Bermuda
Independent Non-executive Directors:	Principal Place of Business
Ha Shu Tong	in Hong Kong:
Lee Kwok On, Matthew	Level 10
Ting Leung Huel, Stephen	Cyberport 2
	100 Cyberport Road
	Hong Kong
	15 April 2021
Dear Sir or Madam,

DECLARATION OF FINAL DIVIDEND,

RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO REPURCHASE ITS OWN SHARES AND

TO ISSUE NEW SHARES

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the Ordinary Resolutions to be proposed at the AGM for the approval of inter alia, (i) the declaration of final dividend; (ii) re-election of the retiring Directors; and (iii) the grant of each of the Issuance Mandate, the Buyback Mandates and the Extension Mandate.

2. DECLARATION OF FINAL DIVIDEND

On 16 March 2021, the Board proposed the payment of a final dividend of 12 HK cents per Share for the year ended 31 December 2020. The payment of the final dividend is subject to approval by the Shareholders at the AGM.

- 3 -

LETTER FROM THE BOARD

3. RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, Mr. Ng Cheung Shing, Mr. Cheung Wai Lam, Mr. Leung King San, Sunny and Mr. Ng Kwok Keung were executive Directors. Mr. Ha Shu Tong, Professor Lee Kwok On, Matthew and Mr. Ting Leung Huel, Stephen were the independent non-executive Directors.

Pursuant to Bye-law 87 of the Bye-laws, Mr. Ng Cheung Shing, Mr. Leung King San, Sunny and Mr. Ting Leung Huel, Stephen shall retire from the office at the AGM and shall be eligible for re-election. Details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.

Pursuant to code provision A.4.3 of the CG Code set out in Appendix 14 to the Listing Rules, serving more than nine years could be relevant to the determination of a non-executive director's independence. If an independent non-executive director serves more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders. The papers to shareholders accompanying that resolution should include the reasons why the Board believes he is still independent and should be re-elected.

Mr. Ting Leung Huel, Stephen ("Mr. Ting") has been appointed as independent non-executive Director for more than nine years. He does not have any management role in the Group and has no relationship with any other Directors, senior management, substantial or controlling shareholders of the Company. The Company received from Mr. Ting a confirmation of independence, pursuant to Rule 3.13 of the Listing Rules.

The Board adopts the underlying principles of the CG Code regarding tenure of the Board, and seeks to strike an appropriate balance between continuity of experience and refreshment. Although serving on the Board for more than nine years could be relevant to the determination of a non-executive director's independence, the Board recognises that an individual's independence cannot be determined arbitrarily on the basis of a set period of time. The Directors consider that continued tenure brings considerable stability to the Board and the Board has benefited greatly from the presence of individuals who have over time gained valuable insight into the Group and its markets.

The Board is satisfied that Mr. Ting is a person of integrity and stature and believes that his re-appointment will allow the Board, as well as the Group, to continuously benefit from the sharing of his invaluable experience, and from his contributions and participations. The Board also considers that the long service of Mr. Ting would not affect his exercise of independent judgements.

Pursuant to code provision A.5.5(2) of the CG Code set out in Appendix 14 to the Listing Rules, where the Board proposes to elect or re-elect an independent non-executive director who will be holding their seventh (or more) directorship, the Board should explain why such individual would still be able to devote sufficient time to the board in the relevant shareholders' circular.

- 4 -

LETTER FROM THE BOARD

Mr. Ting has served as directors for more than seven listed companies. He has maintained his profession in various directorships of listed companies he served, and has actively participated in the Board meetings and various committees held by the Company in the past, and so his time committed for his director's duties is not affected. In addition, Mr. Ting has confirmed with the Company that he will have sufficient time to fulfill his duties as an independent non-executive director. Accordingly, the Board agreed that he has devote sufficient time to perform his director's duties.

Therefore, the Board recommends the re-appointment and re-election of Mr. Ting as the independent non-executive Director in the AGM.

4. GRANT OF ISSUANCE MANDATE, BUYBACK MANDATE AND EXTENSION MANDATE

At the annual general meeting of the Company held on 28 May 2020, the Company granted a general mandate to the Board to exercise the powers of the Company to repurchase Shares. A separate mandate was also granted to the Directors enabling them to issue new Shares. Such mandates will lapse at the conclusion of the AGM.

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

1. to allot, issue or deal with Shares of total number of up to 20% of the total number of the Shares of the Company in issue on the date of passing such resolution (the "Issuance Mandate");
2. to purchase Shares on the Stock Exchange of total number of up to 10% of the total number of the Shares of the Company on the date of passing such resolution (the "Buyback Mandate"); and
3. to extend the Issuance Mandate by an amount representing the total number of the Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate (the "Extension Mandate").

The Issuance Mandate, the Buyback Mandate and the Extension Mandate shall be effective until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company; or
2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, or any other applicable laws including applicable laws of Bermuda to be held; or
3. the passing of an ordinary resolution by the Shareholders in a general meeting revoking or varying the authority given to the Directors.

- 5 -

LETTER FROM THE BOARD

(A) Issuance Mandate

The Company had issued an aggregate of 249,488,384 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the granting of the Issuance Mandate and in accordance with the terms therein, the Company would be allowed to allot and issue up to a maximum of 49,897,676 Shares, representing approximately 20% of the total number of the issued Shares at the time of the passing of the resolution approving the granting of the Issuance Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM.

(B) Buyback Mandate

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the grant of the Buyback Mandate. An explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 15 to 18 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the declaration of final dividend, the re-election of the retiring Directors and the granting of the Issuance Mandate, the Buyback Mandate and the Extension Mandate.

A form of proxy for use at the AGM is enclosed with this circular. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less 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 preclude you from attending and voting at the AGM if you so wish.

6. RECOMMENDATION

The Directors consider that the declaration of the Final Dividend and the proposed granting of the Issuance Mandate, the Buyback Mandate and the Extension Mandate and the re-election of the retiring Directors are in the interests of the Company. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the AGM shall be voted by poll.

- 6 -

LETTER FROM THE BOARD

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix I (Details of Directors proposed to be re-elected at the AGM) and Appendix II (Explanatory Statement on the Buyback Mandate) to this circular.

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts the omission of which would make any statement contained herein or this circular misleading.

Yours faithfully,

For and on behalf of the Board

Computer And Technologies Holdings Limited

Ng Cheung Shing

Chairman

- 7 -

APPENDIX I	DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT
	THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the details of the Directors proposed to be re-elected at the Annual General Meeting are provided below.

1. Mr. Ng Cheung Shing ("Mr. Ng"), aged 59, Chairman of the Group

Mr. Ng was appointed as a Director on 9 April 1998. Mr. Ng is also the Chairman of the Investment Committee, a member of the Remuneration Committee and the Nomination Committee of the Company. Mr. Ng has not held directorships in any other listed public companies in the last three years. Mr. Ng is the brother-in-law of Mr. Leung King San, Sunny, an executive Director. Save as disclosed above, Mr. Ng does not have any relationship with any other Directors or senior management or any substantial or controlling Shareholders.

Mr. Ng is responsible for the corporate strategies and business development of the Group. Mr. Ng graduated with a Bachelor of Science Honours Degree in Computer Science from the University of Manchester in the United Kingdom in 1984, and has over 30 years of experience in IT industry. Before establishing the Company, Mr. Ng held executive positions in companies such as Hewlett-Packard Asia Pacific Ltd. and Sun Hung Kai (China) Ltd. Mr. Ng is the Honorary Fellow of Vocational Training Council and the Professional Validation Council of Hong Kong Industries and a fellow of Hong Kong Computer Society and the Hong Kong Institution of Engineers. Mr. Ng is also the awardees of "Young Industrialist Awards of Hong Kong", "Ten Outstanding Young Persons Award of Hong Kong" and "Director of the Year Awards".

Mr. Ng has entered into a service agreement with the Company effective April 2017. The service agreement continues until terminated by either party with written notice of not less than three-month in advance. According to the service agreement, Mr. Ng's annual fixed remuneration will be approximately HK$2.8 million (inclusive of housing allowance and/or benefit in kind) with discretionary bonus based on the performance of the Group. The remuneration of Mr. Ng was determined with reference to his duties and responsibilities, reviewed and approved by the Remuneration Committee of the Company. Mr. Ng is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws.

As at the Latest Practicable Date, Mr. Ng was beneficially interested or deemed to be interested in 119,298,000 Shares within the meaning of part XV of the SFO.

Save as disclosed above, there is no other matter that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules.

- 8 -

APPENDIX I	DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT
	THE ANNUAL GENERAL MEETING

1. Mr. Leung King San, Sunny ("Mr. Leung"), aged 60, executive Director

Mr. Leung was appointed as a Director on 9 April 1998 and is the Chairman of the Risk Management Committee, a member of the Remuneration Committee and the Nomination Committee of the Company. Mr. Leung has not held directorships in any other listed public companies in the last three years. Mr. Leung is the brother-in-law of Mr. Ng Cheung Shing. Except for the above, Mr. Leung does not have any relationship with any other Directors or senior management or any substantial or controlling Shareholders.

Mr. Leung is responsible for finance and administration strategies of the Group. Mr. Leung has 30 years experience in finance, administration and planning in the IT industry. Before joining the Group, Mr. Leung held senior management positions in IBM and its associated company in Asia Pacific. Mr. Leung graduated from the Simon Fraser University in Canada with a Bachelor's degree in Business Administration in 1983.

Mr. Leung has entered into a service contract with the Company effective April 1998. The service agreement continues until terminated by either party with written notice of not less than three-month in advance. Mr. Leung is entitled to a remuneration of HK$360,000 per annum which is determined by reference to his duties and responsibilities with the Company. Mr. Leung is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws.

As at the Latest Practicable Date, Mr. Leung was beneficially interested or deemed to be interested in 1,030,000 Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other matter that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules.

- 9 -

APPENDIX I	DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT
	THE ANNUAL GENERAL MEETING

1. Mr. Ting Leung Huel, Stephen ("Mr. Ting"), aged 67, independent non-executive Director

Mr. Ting was appointed as an independent non-executive Director on 9 August 2004. He is a member of the Remuneration Committee and the Nomination Committee and the Chairman of the Audit Committee of the Company.

Mr. Ting is an accountant in public practice as a partner of Messrs. Ting Ho Kwan & Chan, Certified Public Accountants since 1987. Mr. Ting is currently a non-executive director of Chow Sang Sang Holdings International Limited (Stock Code: 116) and holds independent non-executive directorship in six other listed companies namely, China SCE Group Holdings Limited (Stock Code: 1966), Dongyue Group Limited (Stock Code: 189), New Silkroad Culturaltainment Limited (Stock Code: 472), Texhong Textile Group Limited (Stock Code: 2678), Tong Ren Tang Technologies Company Limited (Stock Code: 1666) and Tongda Group Holdings Limited (Stock Code: 698). Save as disclosed above, Mr. Ting has not held directorships in any other listed public companies in the last three years. Mr. Ting does not have any relationship with any other Directors or senior management or any substantial or controlling Shareholders.

Mr. Ting has entered into a service contract with specific terms for three years commencing from 1 April 2021 with the Company and is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws. Mr. Ting is entitled to a remuneration of HK$300,000 per annum which is determined by reference to his experience, duties and responsibilities and by reference to the prevailing market rate of companies of comparable size and similar operations.

As at the Latest Practicable Date, Mr. Ting had no interest or deemed to be interested in Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other matter that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules.

- 10 -

APPENDIX II EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Buyback Mandate.

1. REASONS FOR THE REPURCHASE

The Directors believe that the Buyback Mandate is in the best interests of the Company and its Shareholders. An exercise of the Buyback Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and its Shareholders.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 249,488,384 Shares.

Subject to the passing of the resolution for the grant of the Buyback Mandate (resolution no. 6 as set out in the notice convening the AGM contained in this circular), and on the basis that no Share is issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Buyback Mandate to repurchase a maximum of 24,948,838 Shares.

3. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with its Bye-laws, the Listing Rules, the laws of Bermuda and other applicable laws.

The Company is empowered by its Bye-laws to repurchase Shares. The Companies Act of

1981 of Bermuda provides that the amount of capital paid in connection with a share repurchase by a company may only be paid out of either the capital paid up on the relevant shares, or the funds of the company which would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for such purpose.

Taking into account the current working capital position of the Company, the Directors consider that, if the Buyback Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2020, the date to which the last audited accounts of the Company were made up. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company.

- 11 -

APPENDIX II EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

4. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	2.44	2.20
May	2.57	2.31
June	2.43	2.09
July	2.37	2.10
August	2.25	2.10
September	2.20	2.04
October	2.43	2.05
November	2.49	2.30
December	2.40	2.30
2021
January	2.43	2.25
February	2.70	2.28
March	2.76	2.50
April (up to the Latest Practicable Date)	2.70	2.62

5. DISCLOSURE OF INTERESTS

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make purchases under the Buyback Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

If as a result of a repurchase a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

Rule 1.01 of the Listing Rules defines core connected persons to include directors, chief executives, and substantial shareholders (as defined in the Listing Rules) of a listed company and Rule 8.24 of the Listing Rules provides that core connected persons are not members of "the public". Therefore, the Shares interested in by the Directors and substantial Shareholders are not included in the public float.

- 12 -

APPENDIX II EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

As at the Latest Practicable Date, the Directors and the following substantial Shareholders were beneficially interested in a total of 177,778,938 Shares within the meaning of the Listing Rules, representing 71.3% of the Company's issued share capital:

				Percentage
				of the
				Company's
				issued share
			Number of	capital
Name of shareholder		Capacity and nature	shares	before
of the Company	Notes	of interest	interested	repurchases
Ng Cheung Shing	1	Directly beneficially	119,298,000	47.8
		owned/Through
		a controlled
		corporation
Chao Lien Technologies	1	Directly beneficially	114,614,000	45.9
Limited ("Chao Lien")		owned
C.S. (BVI) Limited	1	Through a controlled	114,614,000	45.9
		corporation
Puttney Investments Limited	2	Directly beneficially	29,148,938	11.7
("PIL")		owned
Hutchison International Limited	2	Through a controlled	29,148,938	11.7
("HIL")		corporation
Hutchison Whampoa Limited	2	Through a controlled	29,148,938	11.7
("HWL")		corporation
Cheung Kong (Holdings)	2	Through a controlled	29,148,938	11.7
Limited ("CKH")		corporation
CK Hutchison Holdings	2	Through a controlled	29,148,938	11.7
Limited ("CKHH")		corporation
Hui Yau Man		Directly beneficially	26,782,000	10.7
		owned

Notes:

1. Mr. Ng Cheung Shing was entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of C.S. (BVI) Limited which, in turn, was entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of Chao Lien. Accordingly, Mr. Ng Cheung Shing was deemed, under the SFO, to be interested in all Shares held by Chao Lien.
2. PIL is a wholly-owned subsidiary of HIL, which in turn is a wholly-owned subsidiary of HWL. CKH is a wholly-owned subsidiary of CKHH and subsidiaries of CKH are entitled to exercise or control the exercise of more than one-third of the voting power at the general meetings of HWL. By virtue of the SFO, CKHH, CKH, HWL and HIL were deemed to be interested in the 29,148,938 shares of the Company held by PIL.

- 13 -

APPENDIX II EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

If the powers of the Company to make purchases under the Buyback Mandate is exercised in full, the aggregate interest of the substantial shareholders (within the meaning of the SFO) and the Directors in the issued capital of the Company will be increased to 79.2%. However, the Directors have no intention to exercise the Buyback Mandate to such extent that less than 25% of the issued share capital of the Company would be in public hands. As at the Latest Practicable Date, the Company was informed that Chao Lien held 114,614,000 Shares whereas Mr. Ng Cheung Shing, who was deemed to be interested in all the Shares held by Chao Lien, also personally held 4,684,000 Shares, each of them holding an aggregate interest of 45.9% and 47.8% in the total issued share capital of the Company. In the event that the Directors exercise in full the Buyback Mandate, and taking no account of any exercise of outstanding options (if any), the shareholding of the Company held by Chao Lien and Mr. Ng Cheung Shing will be increased to approximately 51.0% and 53.1% of the issued share capital of the Company, respectively. Upon full exercise of the Buyback Mandate or any increase by more than 2% of the shareholding of Chao Lien and/or Mr. Ng Cheung Shing may give rise to an obligation to make a mandatory general offer under the Rule 26 of Takeovers Code. The Directors have no present intention to repurchase Shares to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory general offer. Save as aforesaid, the Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any purchases to be made under the Buyback Mandate.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules) presently intend to sell Shares to the Company under the Buyback Mandate in the event that the Buyback Mandate is approved by Shareholders. The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Buyback Mandate is approved by its Shareholders.

6. SHARES PURCHASES MADE BY THE COMPANY

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

COMPUTER AND TECHNOLOGIES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00046)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Level 10, Cyberport 2, 100 Cyberport Road, Hong Kong on Thursday, 27 May 2021 at 3:30 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and of the auditors for the year ended 31 December 2020;
2. To declare final dividend of 12 HK cents per share of the Company, for the year ended 31 December 2020, the dividend be satisfied in cash;
3. (a) To re-elect Mr. Ng Cheung Shing as an executive director;
4. 1. To re-elect Mr. Leung King San, Sunny as an executive director;
   2. To re-elect Mr. Ting Leung Huel, Stephen as an independent non-executive director; and
   3. To authorise the board to fix the directors' remuneration;
5. To re-appoint Messrs Ernst & Young as auditors and to authorise the board to fix their remuneration;
6. To consider and, if thought fit, pass with or without amendments, the following resolution as Ordinary Resolutions:

ORDINARY RESOLUTIONS

"THAT:

1. subject to paragraph (c) below, pursuant and subject to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue, grant, distribute and deal with unissued shares (each a "Share") of HK$0.10 each in the capital of the Company and to make, issue or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares) and rights of exchange or conversion, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make, issue or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
2. the total number of the Shares of share capital allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to options, conversion or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme or similar arrangement of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:
3. 1. 20 per cent. of the total number of the Shares of the share capital of the Company in issue on the date of the passing of this resolution; and
   2. (provided that resolution no. 6 is passed) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the total number of the Shares of the Company in issue on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

1. for the purposes of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act of 1981 of Bermuda or any other applicable law of Bermuda to be held; and
   3. 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;

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of Shares, 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 on the register on a fixed record date in proportion to their then holdings of Shares (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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

6. "THAT:

1. the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "SFC") and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase the Shares at a price determined by the Directors;
3. the total number of the Shares which may be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the total number of the Shares of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
4. for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act of 1981 of Bermuda or any other applicable law of Bermuda to be held; and
   3. 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."

- 17 -

NOTICE OF ANNUAL GENERAL MEETING

7. "THAT subject to the ordinary resolutions nos. 5 and 6 above being duly passed, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue, grant, distribute and deal with unissued Shares pursuant to resolution no. 5 above be and is hereby extended by the addition thereon of an amount representing the total number of the Shares of the Company repurchased by the Company under the authority granted pursuant to resolution no. 6, provided that such amount shall not exceed 10 per cent. of the total number of the issued Shares on the date of the passing of resolution no. 7."

On Behalf of the Board

Ng Cheung Shing

Chairman

Hong Kong, 15 April 2021

Notes:

1. The Register of Members of the Company will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021 (both days inclusive) for the purpose of ascertaining shareholders' entitlement to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 21 May 2021. In addition, the Register of Members of the Company will be closed from Thursday, 3 June 2021 to Friday, 4 June 2021 (both days inclusive) for the purpose of ascertaining shareholders' entitlement to the proposed final dividend. In order to qualify for the proposed final dividend, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, for registration not later than 4:30 p.m. on Wednesday, 2 June 2021. During such periods, no share transfer will be effected.
2. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies (if such member is the holder of two or more shares of the Company) to attend and vote on his behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
3. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM.

- 18 -