Vixtel Technologies : PROPOSAL FOR (1) GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

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 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 Vixtel Technologies Holdings Limited, you should at once hand this circular together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effect for transmission to the purchaser or 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

VIXTEL TECHNOLOGIES HOLDINGS LIMITED

飛思達科技 控股有限公 司

(the "Company")

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1782)

PROPOSAL FOR

1. GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES;
2. 1. RE-ELECTIONOF RETIRING DIRECTORS;

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

Capitalized terms used in this cover page shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 4 to 8 of this circular. A notice convening the Annual General Meeting to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Hong Kong on Friday, 11 June 2021 at 10:00 a.m. or any adjourned meeting hereof to approve matters referred to in this circular is set out on pages 17 to 21 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.vixtel.com.

Whether or not that you are able or intend to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting hereof should you so wish.

9 April 2021

			CONTENTS
Precautionary measures for the Annual General Meeting . . . . . . . . . . . . . . . . . .	ii
Definitions . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General Mandate to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . .	5
3.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . .	7
5.	Voting by Poll at General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Closure of the Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	General . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	-	Explanatory Statement on the Repurchase Mandate . . . . .	9
Appendix II	-	Details of the Retiring Directors Proposed to be
			re-elected at the Annual General Meeting . . . . . . . . . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To ensure the safety of the Annual General Meeting attendees and to prevent the spreading of the Covid-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting.

LIMITING ATTENDANCE IN PERSON AT THE ANNUAL GENERAL MEETING

VENUE

Under the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation 2020 (Chapter 599G of the laws of Hong Kong), group gatherings of more than 20 persons for a shareholders' meeting are required to be accommodated in separate partitioned rooms or areas of not more than 20 persons each ("Requirement").

The Company will limit attendance in person at the Annual General Meeting venue in compliance with the Requirement prevailing at the time of the Annual General Meeting. Given the limited capacity of the Annual General Meeting venue and the requirements for social distancing to ensure attendee safety, only Shareholders and/or their representatives and relevant Annual General Meeting staff will be admitted to the Annual General Meeting. Admission to the Annual General Meeting venue will not be granted in excess of the capacity of the Annual General Meeting venue.

HEALTH AND SAFETY MEASURES AT THE ANNUAL GENERAL MEETING

The following measures will also be implemented at the Annual General Meeting:

1. Compulsory body temperature screening/checks will be conducted on every attendee at the main entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.3 degrees Celsius will not be admitted to the Annual General Meeting venue;
2. Seating at the Annual General Meeting venue will be arranged so as to allow for appropriate social distancing;
3. Every attendee is required to wear a face mask at any time within the Annual General Meeting venue;
4. No gifts, food or beverages will be provided at the Annual General Meeting; and
5. Any other additional precautionary measures in accordance with the prevailing requirements or guidelines of the government of Hong Kong (the "Government") and/or regulatory authorities, or as considered appropriate in light of the development of the Covid-19 pandemic.

- ii -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Any attendee who (a) refuses to comply with the precautionary measures; (b) is subject to any prescribed quarantine by the Government or has close contact with any person under quarantine; or (c) has any flu-like symptoms or is otherwise unwell will be denied entry into or be required to leave the Annual General Meeting venue at the absolute discretion of the Company as permitted by law.

Shareholders are requested (a) to consider carefully the risk of attending the Annual General Meeting, which will be held in an enclosed environment, (b) to follow any prevailing requirements or guidelines of the Government relating to Covid-19 in deciding whether or not to attend the Annual General Meeting; and (c) not to attend the Annual General Meeting if they have contracted or are suspected to have contracted Covid-19 or have been in close contact with anybody who has contracted or is suspected to have contracted Covid-19.

- iii -

DEFINITIONS

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

"Annual General Meeting"	the Annual General Meeting of the Company to be held at
	United Conference Centre, 10/F., United Centre, 95
	Queensway, Hong Kong on Friday, 11 June 2021 at 10:00
	a.m., to consider and, if appropriate, to approve the
	resolutions contained in the notice of the Annual General
	Meeting as set out from pages 17 to 21 of this circular, or
	any adjournment thereof
"Articles of Association"	the amended and restated articles of association of the
	Company, as amended, supplemented and/or otherwise
	modified from time to time
"Audit Committee"	the audit committee of the Company
"Board"	the Board of Directors
"Cayman Companies Law"	the Companies Law (as revised) of the Cayman Islands,
	as amended, supplemented and/or otherwise modified
	from time to time
"close associate(s)"	has the same meaning as defined in the Listing Rules
"Company"	Vixtel Technologies Holdings Limited, an exempted
	company incorporated in the Cayman Islands with
	limited liability and the shares of which are listed and
	traded on the Main Board of the Stock Exchange (stock
	code: 1782)
"core connected person"	has the same meaning as defined in the Listing Rules
"Deed of Concert Parties"	the deed of concert parties dated 11 August 2016 as
	supplemented by a supplemental deed dated 10
	November 2016 entered into by the ultimate controlling
	shareholders, namely Mr. Sie Tak Kwan, Mr. Yue Yong,
	Mr. Guan Haiqing and Mr. Liang Judong to confirm,
	agree and acknowledge, among other things, that they are
	parties acting in concert in relation to the Group since 29
	December 2010, amended and supplemented by a
	supplemental deed executed by Ms. Ma Chunru dated 15
	November 2019

- 1 -

	DEFINITIONS
"Directors"	the directors of the Company
"Extension Mandate"	the general and unconditional mandate proposed to be
	granted to the Directors to the effect that any Shares
	repurchased under the Repurchase Mandate will be added
	to the total number of Shares which may be allotted and
	issued under the Issue Mandate
"Group"	collectively, the Company and its subsidiaries from time
	to time
"HK$"	Hong Kong dollars, the lawful currency in Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	the general and unconditional mandate proposed to be
	granted to the Directors at the Annual General Meeting to
	exercise all the power to allot, issue and otherwise deal
	with Shares not exceeding 20% of the total number of the
	Shares in issue as at the date of the passing of the
	resolution granting such mandate (such mandate to be
	extended to Shares with the number of any Shares
	repurchased by the Company pursuant to the Repurchase
	Mandate)
"Latest Practicable Date"	1 April 2021, being the latest practicable date prior to
	printing of this circular for ascertaining certain
	information included in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Main Board"	the main board of the Stock Exchange
"Nomination Committee"	the nomination committee of the Company
"Remuneration Committee"	the remuneration committee of the Company

- 2 -

	DEFINITIONS
"Repurchase Mandate"	the general and unconditional mandate proposed to be
	granted to the Directors at the Annual General Meeting to
	repurchase Shares on the Stock Exchange with the total
	number of Shares up to 10% of the total number of the
	Shares in issue as at the date of the passing of the
	resolution granting such mandate
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	laws of Hong Kong), as amended, supplemented and/or
	otherwise modified from time to time
"Share(s)"	the share(s) of HK$0.01 each in the share capital of the
	Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission, as
	amended, supplemented and/or otherwise modified from
	time to time
"%"	per cent.

- 3 -

LETTER FROM THE BOARD

VIXTEL TECHNOLOGIES HOLDINGS LIMITED

飛思達科技 控股有限公 司

(the "Company")

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1782)

Executive Directors:	Registered Office:
Mr. Guan Haiqing (Chairman)	Windward 3
Mr. Sie Tak Kwan	Regatta Office Park
Mr. Yue Yong	PO Box 1350
	Grand Cayman KY1-1108
Non-executive Director:	Cayman Islands
Mr. Liang Judong
	Principal Place of Business in
Independent non-executive Directors:	Hong Kong:
Mr. Cheung Hon Fai	40th Floor
Professor Lam Kin Man	Dah Sing Financial Centre
Mr. Shen Qi	248 Queen's Road East
	Wanchai
	Hong Kong
To the Shareholders,
Dear Sir or Madam,

PROPOSAL FOR

1. GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES;
2. 1. RE-ELECTIONOF RETIRING DIRECTORS;

AND

1. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with all the information

reasonably necessary to enable them to make an informed decision on whether to vote for or against the proposed matters which include, inter alia, (1) the grant of the Issue Mandate and the Repurchase Mandate; and (2) the re-election of retiring Directors, and to send you the notice of the Annual General Meeting.

- 4 -

LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES

Pursuant to the ordinary resolutions passed by the then Shareholders at the last annual general meeting of the Company held on 19 June 2020, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the total number of the Shares in issue as at the date of passing of the relevant ordinary resolution; (b) a general unconditional mandate to repurchase Shares with an aggregate nominal amount not exceeding 10% of the total number of the Shares as at the date of passing the relevant ordinary resolution; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate number of the Shares repurchased by the Company pursuant to the Repurchase Mandate mentioned in (b) above.

The above general mandates will expire at the earliest of:

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 Articles of Association or any applicable laws of the Cayman Islands to be held; or
3. the passing of an ordinary resolution of Shareholders in a general meeting revoking, varying or renewing such mandate.

At the Annual General Meeting, the following resolutions, among other matters, will be proposed:

1. to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with the Shares up to a maximum of 20% of the total number of Shares in issue as at the date of passing of such resolution. As at the Latest Practicable Date, there were in issue an aggregate of 508,000,000 Shares. Assuming that no further Shares are issued or repurchased prior to the Annual General Meeting, no more than 101,600,000 Shares may be allotted and issued by the Company if the Issue Mandate is exercised in full;
2. to grant the Repurchase Mandate to the Directors to enable them to repurchase the Shares on the Stock Exchange up to a maximum of 10% of the total number of the Shares as at the date of passing such resolution; and
3. to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

- 5 -

LETTER FROM THE BOARD

The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme and the share award scheme of the Company or any scrip dividend scheme as may be approved by the Shareholders.

In accordance with Rule 10.06(b) of the Listing Rules, an explanatory statement containing information reasonably necessary for the Shareholders to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix I to this circular.

3. RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors are Mr. Guan Haiqing, Mr. Sie Tak Kwan and Mr. Yue Yong; the non-executive Director is Mr. Liang Judong; and the independent non-executive Directors are Mr. Cheung Hon Fai, Professor Lam Kin Man and Mr. Shen Qi.

Pursuant to Article 108 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election. Mr. Sie Tak Kwan, Mr. Cheung Hon Fai and Mr. Shen Qi shall retire from office by rotation at the Annual General Meeting, and being eligible, will offer themselves for re-election.

When identifying suitable candidates for directorship, the Nomination Committee carries out the selection process by making reference to the skills, experience, background, professional knowledge, personal integrity and time commitments of the proposed candidates, and also the Company's needs and other relevant statutory requirements and regulations required for the positions. All candidates must be able to meet the standards as set forth in Rules 3.08 and 3.09 of the Listing Rules. A candidate who is to be appointed as an independent non-executive Director should also meet the independence criteria set out in Rule 3.13 of the Listing Rules. Qualified candidates will then be recommended to the Board for approval.

Mr. Cheung Hon Fai has over 20 years of experience in accounting and finance. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. He also has extensive professional knowledge in the field of enterprise risk management and has a master of science in risk management. Currently, Mr. Shen Qi is a partner of Shanghai Qi Dao Law Firm (上海 祺道律師事務所) and has been engaged in legal work for more than 20 years. With a double bachelor's degree in information engineering and economics law, he can provide valuable advice to the Board on the Group's development strategies and legal risks.

In considering the re-election of Mr. Cheung Hon Fai and Mr. Shen Qi as independent non-executive Directors, the Board, with the assistance and recommendation from the Nomination Committee, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to gender, age, cultural and ethnic

- 6 -

LETTER FROM THE BOARD

background, professional qualification, skills, knowledge and length of service. The Board is of the view that during their tenure as independent non-executive Directors, they have made positive contributions to the Company's strategy, policies and performance with their independent advice, comments, judgment from the perspective of their background coupled with their general understanding of business of the Group. They also contribute to the diversity of the Board in age and cultural background. Holding not more than seven listed company directorship, they are able to devote sufficient time and attention to perform the duties as independent non-executive Directors. In view of the above, their re-election are considered to be of benefit to the Company.

Pursuant to Rule 13.74 of the Listing Rules, particulars of each of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

A notice of the Annual General Meeting is set out on pages 17 to 21 of this circular.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.vixtel.com. Whether or not you are able or intend to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting or any adjourned thereof should you so wish.

5. VOTING BY POLL AT GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith and in compliance with the Listing Rules, decides to allow a resolution which relates purely a procedural or administrative matter to be voted on by a show of hands. Therefore, each resolution set out in the notice of the Annual General Meeting which is put to vote at the Annual General Meeting shall be decided by poll. The Company will appoint scrutineers to handle vote-taking procedures at the Annual General Meeting. The results of the poll will be published on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.vixtel.com as soon as possible after the conclusion of the Annual General Meeting.

- 7 -

LETTER FROM THE BOARD

6. CLOSURE OF THE REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the Annual General Meeting, the Register of Members of the Company will be closed from Tuesday, 8 June 2021 to Friday, 11 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 pm on Monday, 7 June 2021.

7. 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 relating to the Company. 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 matters the omission of which would make any statement herein or this circular misleading.

8. RECOMMENDATION

The Directors consider that (1) the proposed grant of the Issue Mandate and the Repurchase Mandate; and the extension of the Issue Mandate by the addition thereto of any Shares repurchased under the Repurchase Mandate; and (2) the proposed re-election of retiring Directors, in each case as described in this circular, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

9. GENERAL

Your attention is drawn to the information set out in the appendices to this circular.

Yours faithfully,

For and on behalf of the Board

Vixtel Technologies Holdings Limited

Guan Haiqing

Chairman and Executive Director

9 April 2021

- 8 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Listing Rules permit companies with primary listing on the Stock Exchange to repurchase their fully paid-up Shares on the Stock Exchange subject to certain restrictions.

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 508,000,000 Shares of HK$0.01 each.

Subject to the passing of the resolution set out in item 4(B) of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and assuming no Shares will be issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the Annual General Meeting, the Directors would be allowed under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, up to a maximum total of 50,800,000 Shares, representing 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interest of the Company and the Shareholders as a whole. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASE

In repurchasing Shares of the Company, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules.

If the Repurchase Mandate were to be exercised in full, there might be a material adverse effect on the working capital and/or the gearing position of the Group as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2020. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Group.

- 9 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. SHARE PRICES

The highest and lowest prices per Share at which Shares were traded on the Stock Exchange in each of the twelve months immediately preceding (and including) the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	0.600	0.415
May	0.470	0.385
June	0.660	0.380
July	0.580	0.490
August	0.620	0.470
September	0.570	0.465
October	0.530	0.460
November	0.520	0.470
December	0.495	0.440
2021
January	0.510	0.420
February	0.540	0.410
March	0.500	0.390
April (Up to the Latest Practicable Date)	0.420	0.415

5. DIRECTORS DEALINGS AND CORE CONNECTED PERSON

None of the Directors, nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates currently intends to sell any Shares in the Company or its subsidiaries if the Repurchase Mandate is exercised.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares of the Company, or has undertaken not to do so, if the Repurchase Mandate is exercised.

6. DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

- 10 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. TAKEOVERS CODE CONSEQUENCES

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, 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 Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the Shareholders who were interested in 5% or more of the issued share capital of the Company, according to the register of interests required to be kept by the Company under section 336 of the SFO, were as follows:

			Percentage of	Percentage of
		Total	shareholding	Shareholding
		number of	(before	(after
Name	Nature of interest	Shares held	repurchase)	repurchase)
Worldgate Ventures	Beneficial owner	55,070,000	10.84%	12.04%
Limited
Mr. Yue Yong	Interest in controlled	310,040,000	61.03%	67.81%
("Mr. Yue")	corporation; interest
(Notes 1 and 2)	held jointly with
	another person
Ms. Li Duan	Interest of spouse	310,040,000	61.03%	67.81%
("Ms. Li")
(Note 3)
Cohort Investments	Beneficial owner	103,335,000	20.34%	22.60%
Limited
Mr. Sie Tak Kwan	Interest in controlled	310,040,000	61.03%	67.81%
("Mr. Sie")	corporation; interest
(Notes 1 and 4)	held jointly with
	another person
Ms. Chen Baozhu	Interest of spouse	310,040,000	61.03%	67.81%
("Ms. Chen")
(Note 5)
Copious Link	Beneficial owner	72,365,000	14.25%	15.83%
Investments Limited

- 11 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

			Percentage of	Percentage of
		Total	shareholding	Shareholding
		number of	(before	(after
Name	Nature of interest	Shares held	repurchase)	repurchase)
Mr. Guan Haiqing	Interest in controlled	310,040,000	61.03%	67.81%
("Mr. Guan")	corporation; interest
(Notes 1 and 6)	held jointly with
	another person
Ms. Gu Wei	Interest of spouse	310,040,000	61.03%	67.81%
("Ms. Gu")
(Note 7)
Hugemind Investments	Beneficial owner	31,005,000	6.10%	6.78%
Limited
Mr. Liang Judong	Interest in controlled	310,040,000	61.03%	67.81%
("Mr. Liang")	corporation; interest
(Notes 1 and 8)	held jointly with
	another person
Ms. Bai Xiaoqian	Interest of spouse	310,040,000	61.03%	67.81%
("Ms. Bai")
(Note 9)
Silver Coral	Beneficial owner	48,265,000	9.50%	10.56%
Developments
Limited
Ms. Ma Chunru	Interest in controlled	310,040,000	61.03%	67.81%
("Ms. Ma")	corporation; interest
(Notes 1 and 10)	held jointly with
	another person
Sino Impact Limited	Beneficial owner	54,710,000	10.77%	11.97%
Mr. Kwan Shan	Interest in controlled	54,710,000	10.77%	11.97%
(Note 11)	corporation; interest
	of spouse
Ms. Tam Suk Fan	Interest in controlled	54,710,000	10.77%	11.97%
Sindy (Note 11)	corporation; interest
	of spouse

Notes:

1. Pursuant to the Deed of Concert Parties, Mr. Sie, Mr. Yue, Mr. Guan, Mr. Liang and Ms. Ma confirm, agree and acknowledge, among other things, that they are parties acting in concert in respect of the Group. As such, each of the ultimate controlling shareholders (i.e. Mr. Sie, Mr. Yue, Mr. Guan, Mr. Liang and Ms. Ma) is deemed to be interested in 61.03% of the issued share capital of the Company.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

1. Shares in which Mr. Yue is interested consist of (i) 55,070,000 Shares held by Worldgate Ventures Limited, a company wholly owned by him, in which Mr. Yue is deemed to be interested under the SFO; and (ii) 254,970,000 Shares in which Mr. Yue is deemed to be interested as a result of being a party acting-in-concert with Mr. Sie, Mr. Guan, Mr. Liang and Ms. Ma.
2. Ms. Li is the spouse of Mr. Yue. Under the SFO, Ms. Li is deemed to be interested in the same number of Shares in which Mr. Yue is interested.
3. Shares in which Mr. Sie is interested consist of (i) 103,335,000 Shares held by Cohort Investments Limited, a company wholly-owned by him, in which Mr. Sie is deemed to be interested under the SFO; and (ii) 206,705,000 Shares in which Mr. Sie is deemed to be interested as a result of being a party acting-in-concert with Mr. Yue, Mr. Guan Mr. Liang and Ms. Ma.
4. Ms. Chen is the spouse of Mr. Sie. Under the SFO, Ms. Chen is deemed to be interested in the same number of Shares in which Mr. Sie is interested.
5. Shares in which Mr. Guan is interested consist of (i) 72,365,000 Shares held by Copious Link Investments Limited, a company wholly-owned by him, in which Mr. Guan is deemed to be interested under the SFO; and (ii) 237,675,000 Shares in which Mr. Guan is deemed to be interested as a result of being a party acting-in-concert with Mr. Sie, Mr. Yue, Mr. Liang and Ms. Ma.
6. Ms. Gu is the spouse of Mr. Guan. Under the SFO, Ms. Gu is deemed to be interested in the same number of Shares in which Mr. Guan is interested.
7. Shares in which Mr. Liang is interested consist of (i) 31,005,000 Shares held by Hugemind Investments Limited, a company wholly-owned by him, in which Mr. Liang is deemed to be interested under the SFO; and (ii) 279,035,000 Shares in which Mr. Liang is deemed to be interested as a result of being a party acting-in-concert with Mr. Sie, Mr. Yue, Mr. Guan and Ms. Ma.
8. Ms. Bai is the spouse of Mr. Liang. Under the SFO, Ms. Bai is deemed to be interested in the same number of Shares in which Mr. Liang is interested.
9. Shares in which Ms. Ma is interested consist of (i) 48,265,000 Shares held by Silver Coral Developments Limited, a company wholly owned by her, in which Ms. Ma is deemed to be interested under the SFO; and (ii) 261,775,000 Shares in which Ms. Ma is deemed to be interested as a result of being a party acting-in-concert with Mr. Yue, Mr. Sie, Mr. Guan and Mr. Liang pursuant to the Deed of Concert Parties.
10. Mr. Kwan Shan and Ms. Tam Suk Fan Sindy, each holds 50% of Sino Impact Limited, which directly holds 54,710,000 Shares. By virtue of the SFO, Mr. Kwan Shan and Ms. Tam Suk Fan Sindy are deemed to be interested in the 54,710,000 Shares in which Sino Impact Limited is interested.

On the basis of the current shareholding of the Company, in the event that the Repurchase Mandate was exercised in full, the percentage shareholding of Mr. Sie, Mr. Yue, Mr. Guan, Mr. Liang and Ms. Ma would increase from 61.03% to approximately 67.81%. Such increase would not result in Mr. Sie, Mr. Yue, Mr. Guan, Mr. Liang, and Ms. Ma to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors will not exercise the Repurchase Mandate if the repurchase would result in the number of Shares which are in the hands of the public falling below 25% of the total number of Shares in issue (or such other percentage as may be prescribed as the minimum public shareholding under the Listing Rules).

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company in the six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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

The following are the particulars of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting:

EXECUTIVE DIRECTOR

Mr. Sie Tak Kwan

Mr. Sie Tak Kwan (施德群先生), aged 44, was appointed as a Director on 10 November 2015 and was redesignated as an executive Director and Chief Executive Officer of the Company on 28 July 2016. Mr. Sie is also a member of the remuneration committee and the Nomination Committee of the Company. He is one of the founders of the Group and is primarily responsible for the overall planning, management and strategic development of and overseeing the operations of the Group's business. Mr. Sie has over 19 years of experience in the high-technology software solution industry and in the development of application performance management technology.

Mr. Sie obtained a bachelor's degree in electronic engineering from the Hong Kong Polytechnic University in November 2000. He further obtained a master's degree of science in engineering (communication engineering) from the University of Hong Kong in December 2003.

Mr. Sie joined the Group as a supervisor in December 2010. Prior to joining the Group, Mr. Sie worked with Agilent Technologies Hong Kong Limited (安捷倫科技香港有限公司) in July 2000 as an application engineer. He left Agilent Technologies Hong Kong Limited in November 2008 when he was the Asia Business Development Manager of its Electronic Measurements Group.

Mr. Sie is the younger brother of Ms. Sie Chun Yu, the financial controller of the Group. Save as disclosed above, Mr. Sie does not have any relationship with any Director, senior management, substantial shareholder or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Sie is interested in (i) 103,335,000 Shares held by Cohort Investments Limited, a company wholly owned by him, in which he is deemed to be interested under the SFO; and (ii) 206,705,000 Shares in which he is deemed to be interested as a result of being a party acting-in-concert with Mr. Yue Yong, Mr. Guan Haiqing, Mr. Liang Judong and Ms. Ma Chunru.

Mr. Sie has not held any directorship in any other public companies, the securities of which are or have been listed on any securities market in Hong Kong or overseas in the last three years and have not held other major appointments and professional qualifications.

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

Mr. Sie entered into a service agreement with the Company on 21 November 2019 for a term of three years commencing from 15 December 2019, unless terminated by not less than three months' notice in writing served by either party. Pursuant to the service agreement, he is entitled to a fixed salary of HK$1,251,860 per annum payable monthly and a discretionary bonus based on the performance of the Company in the relevant financial year. He is subject to retirement by rotation at the Annual General Meeting in accordance with the Articles of Association. His emolument was determined by the Board with reference to his experience, responsibilities and duties within the Company and shall be reviewed annually by the Remuneration Committee of the Company. Save as disclosed above, Mr. Sie is not entitled to any other emoluments.

There is no other matter in relation to the re-election of Mr. Sie that needs to be brought to the attention of the Shareholders pursuant to Rule 13.51(2)(w) or any information that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Cheung Hon Fai

Mr. Cheung Hon Fai (張漢輝), aged 47, was appointed as an independent non-executive Director on 21 November 2016. He is the chairman of the Audit Committee and the Nomination Committee of the Board.

Mr. Cheung obtained a bachelor's degree in accountancy from the Hong Kong Polytechnic University in November 1996 and a postgraduate diploma in enterprise risk management from the School of Professional and Continuing Education of the University of Hong Kong in May 2011 and a Master of Science in Risk Management from the Glasgow Caledonian University in July 2020. Mr. Cheung is a fellow member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accounts. Mr. Cheung has over 23 years of experience in accounting and finance. He is a Certified Public Accountant in Hong Kong and is currently the Senior Finance Manager of Baleno Holdings Limited.

Mr. Cheung confirmed that he is not connected to any other Directors, member of the senior management, substantial shareholders or controlling shareholders of the Company and does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Cheung has not held any directorship in any public companies, the securities of which are or have been listed on any securities market in Hong Kong or overseas in the last three years and have not held other major appointments and professional qualifications.

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

Mr. Cheung has entered into a letter of appointment with the Company for a term of three years commencing from 15 December 2019, unless terminated by not less than three months' notice in writing served by either party. Mr. Cheung is entitled to a remuneration of HK$177,000 per annum. Save as disclosed above, Mr. Cheung is not entitled to any other remuneration for holding his office as an independent non-executive Director.

There is no other matter in relation to the re-election of Mr. Cheung that needs to be brought to the attention of the Shareholders pursuant to Rule 13.51(2)(w) or any information that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Shen Qi

Mr. Shen Qi (沈奇), aged 46, was appointed as an independent non-executive Director on 21 November 2016. He is a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Board.

Mr. Shen graduated from the China Jiliang University (中國計量大學) (formerly known as China Jiliang College 中國計量學院) with a bachelor's degree in information engineering in July 1997 and obtained another bachelor's degree in economics law from the Jilin University (吉林大學) in July 1998.

Mr. Shen is a qualified lawyer and has been practicing law in the PRC since May 1999. Mr. Shen had worked as a lawyer at Shanghai Xinmin Law Firm (上海市新閔律師事務所) from April 2003 to May 2013 and was promoted as a partner of the firm in 2008. Currently, Mr. Shen is a partner of Shanghai Qi Dao Law Firm (上海祺道律師事務所).

Mr. Shen confirmed that he is not connected to any other Directors, member of the senior management, substantial shareholders or controlling shareholders of the Company and does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Shen has not held any directorship in any public companies, the securities of which are or have been listed on any securities market in Hong Kong or overseas in the last three years and have not held other major appointments and professional qualifications.

Mr. Shen has entered into a letter of appointment with the Company for a term of three years commencing from 15 December 2019, unless terminated by not less than three months' notice in writing served by either party. Mr. Shen is entitled to a remuneration of HK$118,000 per annum. Save as disclosed above, Mr. Shen is not entitled to any other remuneration for holding his office as an independent non-executive Director.

There is no other matter in relation to the re-election of Mr. Shen that needs to be brought to the attention of the Shareholders pursuant to Rule 13.51(2)(w) or any information that is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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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 notice, 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 notice.

VIXTEL TECHNOLOGIES HOLDINGS LIMITED

飛思達科技 控股有限公 司

(the "Company")

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1782)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting ("Annual General Meeting") of Vixtel Technologies Holdings Limited (the "Company") will be held at United Conference Centre, 10/F United Centre, 95 Queensway, Hong Kong on Friday, 11 June 2021 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Director(s)") and auditors of the Company for the year ended 31 December 2020.
2. (a) To re-elect Mr. Sie Tak Kwan as an executive Director.
3. 1. To re-elect Mr. Cheung Hon Fai as an independent non-executive Director.
   2. To re-elect Mr. Shen Qi as an independent non-executive Director.
   3. To authorize the board of directors of the Company (the "Board") to fix the respective remuneration of the Directors.
4. To re-appoint Ernst & Young as the Company's independent auditors and to authorize the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

4. To consider and, if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions of the Shareholders:

1. "THAT:
2. 1. subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) to allot, issue and deal with additional shares of HK$0.01 each in the capital of the Company ("Share(s)") and to make or grant offers, agreements and options which might require the exercise of such powers;
   2. the mandate in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
   3. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
   4. 1. a Right Issue (as defined below);
      2. any scrip dividend schemes or similar arrangements providing for the allotment of Shares in lieu of the whole or in part of any dividend in accordance with the articles of association of the Company; and
      3. the exercise of any options under any share option schemes of the Company from time to time adopted by the Company in accordance with the applicable rules of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") for the grant or issue of Shares or rights to acquire Shares;

shall not exceed 20% of the aggregate total number of Shares of the Company in issue on the date of passing of this resolution; and

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

1. 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 of the Cayman Islands to be held; and
2. the passing of an ordinary resolution by the Shareholders of the Company revoking or varying the authority given to the Directors.

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange outside Hong Kong)."

1. "THAT:
2. 1. subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares on the Stock Exchange or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities (the "Listing Rules") on the Stock Exchange or any other stock exchange on which the securities of the Company may be listed as amended from time to time;
   2. the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of this resolution; and
   3. for the purpose of this resolution:
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. 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 of the Cayman Islands to be held; and
   2. the date on which the authority set out in this resolution is revoked or varied by a resolution of the shareholders of the Company in general meeting."
2. "THAT subject to the passing of the resolutions set out in items 4(A) and 4(B) in the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 4(A) of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the amount representing the aggregate number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4(B) of the Notice, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing of this resolution."

	By Order of the Board
	Vixtel Technologies Holdings Limited
	Guan Haiqing
	Chairman and Executive Director
Hong Kong, 9 April 2021
Registered office:	Principal place of business
Windward 3	in Hong Kong:
Regatta Office Park	40th Floor
PO Box 1350	Dah Sing Financial Centre
Grand Cayman KY1-1108	248 Queen's Road East
Cayman Islands	Wanchai
	Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the Annual General Meeting will be taken by poll (except where the chairman decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.vixtel.com in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the shareholder to speak at the meeting. A proxy need not be a shareholder of the Company. A shareholder of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.
3. A form of proxy for use at the Annual General Meeting is enclosed with the circular of the Company dated 9 April 2021. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof.
4. Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Annual General Meeting or any adjournment thereof should they so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
5. Where there are joint holders of any Shares, any one of such joint holder may vote, either in person or by proxy, in respect of such Shares as if he were solely entitled to vote, but if more than one of such joint holders are present at the Annual General Meeting, the most senior holder shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names of the joint holders stand on the register of members of the Company in respect of the joint holding.
6. For determining the entitlement to attend and vote at the Annual General Meeting, the Register of Members of the Company will be closed from Tuesday, 8 June 2021 to Friday, 11 June 2021, both dates inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company will ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 pm on Monday, 7 June 2021.
7. If typhoon signal no. 8 or above, or "extreme conditions" caused by super typhoons, or a "black" rainstorm warning is hoisted or remains hoisted at 8:00 am on the date of the Annual General Meeting, the meeting will be postponed. The Company will post an announcement on the Stock Exchange's website at www.hkexnews.hk and the Company's website at www.vixtel.com to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

As at the date of this notice, the executive Directors are Mr. Guan Haiqing, Mr. Sie Tak Kwan and Mr. Yue Yong; the non-executive Director is Mr. Liang Judong; and the independent non-executive Directors are Mr. Cheung Hon Fai, Professor Lam Kin Man and Mr. Shen Qi.

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