Ju Teng International : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF DIRECTORS, AND 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Ju Teng International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

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 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.

JU TENG INTERNATIONAL HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3336)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Chiu & Partners, 40th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong at 2 p.m. on 14 May 2021 is set out on pages 16 to 20 of this circular.

Whether or not you intend to attend the Annual General Meeting, you are requested to complete and return the accompanying 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 of the Annual General Meeting (i.e. by 2 p.m. on 12 May 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

All times and dates specified herein refer to Hong Kong local times and dates.

15 April 2021

		CONTENTS
			Page
Definitions . .	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Grant of General Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . . .	4
Proposed re-electionof Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Precautionary measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	-	Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . . . . .	8
Appendix II	-	Details of the Directors proposed to be re-elected
		at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

- i -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be convened and
	held at Chiu & Partners, 40th Floor, Jardine House, 1 Connaught
	Place, Central, Hong Kong on 14 May 2021 at 2 p.m., the notice of
	which is set out on pages 16 to 20 of this circular, and any
	adjournment thereof
"Articles of Association"	the articles of association of the Company, as amended from time
	to time
"associates"	has the same meaning as defined under the Listing Rules
"Board"	the board of Directors
"Companies Law"	the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and
	revised) of the Cayman Islands
"Company"	Ju Teng International Holdings Limited, a company incorporated
	under the laws of the Cayman Islands with limited liability and the
	Shares of which are listed on the Main Board of the Stock
	Exchange
"Director(s)"	director(s) of the Company
"Extension Mandate"	a 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 General Mandate
"General Mandate"	a general and unconditional mandate proposed to be granted to the
	Directors to exercise the power of the Company to allot, issue or
	otherwise deal with Shares up to a maximum of 20% of the number
	of issued Shares as at the date of passing the relevant resolution at
	the Annual General Meeting
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Latest Practicable Date"	8 April 2021, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information herein

- 1 -

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Nomination Committee"	nomination committee of the Board
"Repurchase Mandate"	a general and unconditional mandate proposed to be granted to the
	Directors to enable them to repurchase Shares, the aggregate
	number of Shares of which shall not exceed 10% of the number of
	issued Shares as at the date of passing the relevant resolution at the
	Annual General Meeting
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
"Share Option Scheme"	the share option scheme adopted by the Company on 11 May 2015
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Codes"	The Codes on Takeovers and Mergers and Share Buy-backs
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.

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LETTER FROM THE BOARD

JU TENG INTERNATIONAL HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

	(Stock Code: 3336)
Executive Directors:	Registered office:
Mr. Cheng Li-Yu	Cricket Square, Hutchins Drive
Mr. Chiu Hui-Chin	PO Box 2681
Mr. Huang Kuo-Kuang	Grand Cayman KY1-1111
Mr. Lin Feng-Chieh	Cayman Islands
Mr. Tsui Yung Kwok
	Head office and principal place of
Independent non-executive Directors:	business in Hong Kong:
Mr. Cherng Chia-Jiun	Suites 3311-3312
Mr. Tsai Wen-Yu	Jardine House
Mr. Yip Wai Ming	1 Connaught Place
	Central
	Hong Kong
	15 April 2021

To the Shareholders, and for information only, the holders of options of the Company

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

PROPOSED RE-ELECTION OF DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purpose of this circular is to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include, inter alia: (a) ordinary resolutions on the proposed grant of each of the General Mandate, the Repurchase Mandate and the Extension Mandate; and

(b) ordinary resolutions relating to the proposed re-election of the Directors.

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LETTER FROM THE BOARD

GRANT OF GENERAL MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

Pursuant to the ordinary resolutions passed by the then Shareholders at the 2019 annual general meeting of the Company held on 27 May 2020, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the number of issued Shares on the date of passing of the relevant ordinary resolution; (b) a general unconditional mandate to repurchase Shares not exceeding 10% of the number of issued Shares on the date of passing of 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 securities of the Company repurchased by the Company pursuant to the mandate to repurchase securities referred to in (b) above.

The above general mandates will expire at the conclusion of the Annual General Meeting. At the Annual General Meeting, the following resolutions will, among other matters, be proposed:

1. to grant the General 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 number of issued Shares on the date of passing of such resolution. On the assumption that 1,200,008,445 Shares in issue as at the Latest Practicable Date and assuming no Shares will be issued or repurchased prior to the Annual General Meeting, the maximum number of Shares to be allotted and issued pursuant to the General Mandate will be 240,001,689;
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 number of issued Shares on the date of passing of 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 General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

Each of the General Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; (b) the date by which the next annual general meeting is required by the Companies Law or the Articles of Association to be held; or (c) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

The Directors wish to state that they have no immediate plans to allot and issue any new Shares other than such Shares which may fall to be allotted and issued upon the exercise of any options granted under the share option scheme of the Company.

Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

According to article 108(A) of the Articles of Association, not less than one-third of the Directors shall retire from office by rotation at each annual general meeting of the Company. Any Director who retires under this article shall then be eligible for re-election as Director. Mr. Chiu Hui-Chin, Mr. Lin Feng-Chieh and Mr. Cherng Chia-Jiun will retire as Directors and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

Recommendations to the Board for the proposal for re-election of each of Mr. Chiu Hui-Chin and Mr. Lin Feng-Chieh as an executive Director and Mr. Cherng Chia-Jiun as an independent non-executive Director were made by the Nomination Committee, after having considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, as set out in the board diversity policy of the Company.

According to code provision A.4.3 of Appendix 14 to the Listing Rules, 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 of the listed issuers. Mr. Cherng Chia-Jiun has served as an independent non-executive Director for more than nine years.

Biographical information of Mr. Chiu Hui-Chin, Mr. Lin Feng-Chieh and Mr. Cherng Chia-Jiun is set out in Appendix II to this circular.

Recommendation of the Nomination Committee with respect to the Independent Non-executive

Director subject to Re-election at the AGM

The Nomination Committee had assessed and reviewed the written confirmation of independence of Mr. Cherng Chia-Jiun, the independent non-executive Director who has offered himself for re-election at the Annual General Meeting based on the independence criteria as set out in rule 3.13 of the Listing Rules and is satisfied that he remain independent in accordance with rule 3.13 of the Listing Rules. In addition, the Nomination Committee had evaluated his performance and is of the view that he has provided valuable contributions to the Company and has demonstrated his abilities to provide independent, balanced and objective view to the Company's affairs. The Nomination Committee is also of the view that Mr. Cherng Chia-Jiun would bring to the Board his own perspective, skills and experience, as further described in his biography in Appendix II to this circular. Based on the board diversity policy adopted by the Company, the Nomination Committee considers that Mr. Cherng Chia-Jiun can contribute to the diversity of the Board, in particular, with his extensive experiences in the technology industry.

The Board, taking into consideration the recommendation of the Nomination Committee, considers that the long service of Mr. Cherng would not affect his exercise of independent judgement and is satisfied that Mr. Cherng has the required character, integrity and experience to continue to discharge his duties as an independent non-executive Director. The Board believes that his re-election as an independent non-executive Director is in the best interests of the Company and the Shareholders as a whole, and therefore recommends the Shareholders to re-elect Mr. Cherng as an independent non-executive Director. A separate resolution will be proposed for the re-election of Mr. Cherng at the Annual General Meeting.

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LETTER FROM THE BOARD

ACTIONS TO BE TAKEN

Set out on pages 16 to 20 of this circular is a notice convening the Annual General Meeting at which ordinary resolutions will be proposed to approve, among other matters, the following:

1. the proposed grant of the General Mandate, Repurchase Mandate and Extension Mandate; and
2. the proposed re-election of Directors.

Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the accompanying 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 of the Annual General Meeting (i.e. by 2 p.m. on 12 May 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to rule 13.39 of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the Annual General Meeting will therefore demand a poll for every resolution put to the vote of the Annual General Meeting pursuant to article 72 of the Articles of Association. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under rule 13.39(5) of the Listing Rules.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Taking into account of the recent development of the pandemic caused by novel coronavirus pneumonia (COVID-19), the Company strongly recommends the Shareholders to appoint the chairman of the Annual General Meeting as their proxy to vote on their behalf in respect of the resolutions to be proposed at the Annual General Meeting to minimise the risk of infection. For Shareholders attending the Annual General Meeting in person, the Company will implement the following prevention and control measures at the Annual General Meeting:

1. compulsory body temperature check will be conducted for every attendee at the entrance of the venue. Any person with a body temperature of over 37.2 degrees Celsius will not be permitted to access to the meeting venue;
2. every attendee is required to sterilise their hands with hand sanitiser and register at the counter at the entrance of the venue;
3. every attendee is required to wear surgical face mask throughout the meeting; and
4. no refreshments will be served, and no souvenirs or gifts will be distributed.

- 6 -

LETTER FROM THE BOARD

RECOMMENDATIONS

The Board considers that the ordinary resolutions in respect of the proposed grant of the General Mandate, Repurchase Mandate and Extension Mandate, and the proposed re-election of Directors to be proposed at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of such resolutions at the Annual General Meeting.

GENERAL INFORMATION

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

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By order of the Board

Ju Teng International Holdings Limited

Cheng Li-Yu

Chairman

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APPENDIX I	EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, 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 ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 1,200,008,445 Shares in issue.

The Repurchase Mandate will enable the Directors to repurchase the Shares on the Stock Exchange up to a maximum of 10% of the number of issued Shares on the date of passing the relevant ordinary resolution on the Annual General Meeting. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no Shares will be issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 120,000,844 Shares.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases 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 such repurchases will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles of Association, the Companies Law, other applicable laws of the Cayman Islands and the Listing Rules. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Law, repurchases by the Company may only be made out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Law, out of capital. Any premium payable on a

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APPENDIX I	EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE

redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Articles of Association and subject to the provisions of the Companies Law, out of capital.

5. GENERAL

There might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position as at 31 December 2020, being the date of its latest published audited consolidated financial statements, in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

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

	Highest	Lowest
	HK$	HK$
2020
April	2.02	1.37
May	2.51	2.05
June	2.90	2.30
July	3.26	2.25
August	2.70	2.32
September	2.48	2.22
October	2.44	2.30
November	2.47	2.12
December	2.44	2.13
2021
January	2.35	2.16
February	2.74	2.13
March	2.58	2.00
April (up to the Latest Practicable Date)	2.29	2.03

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APPENDIX I	EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE

7. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands and in accordance with the regulations set out in the memorandum of association of the Company and the Articles of Association.

8. CONNECTED PERSON

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell Shares to the Company, or has any such core connected person undertaken not to do so, in the event that the grant of Repurchase Mandate to the Directors is approved by the Shareholders.

9. THE TAKEOVERS CODES AND MINIMUM PUBLIC HOLDING

If on exercise of the powers of repurchase 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 purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Codes) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.

On the basis of the interests in the Shares held by Southern Asia Management Limited ("Southern Asia"), Mr. Cheng Li-Yu, and Ms. Lin Mei-Li as at the Latest Practicable Date set out below, on the basis that no new Shares are issued or repurchased prior to the Annual General Meeting and assuming that there would not be changes in the issued share capital of the Company prior to the repurchase of Shares and that each of them would not dispose of their respective Shares nor acquire additional Shares prior to any repurchase of Shares, Southern Asia, Mr. Cheng Li-Yu and Ms. Lin Mei-Li (all being presumed parties acting in concert under the Takeovers Codes) will be obliged to make a mandatory offer under Rule 26 of the Takeovers Codes if the Repurchase Mandate is exercised in full.

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APPENDIX I		EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE
		Approximate	Approximate
		percentage of	percentage of
	Number of	existing	shareholding if
	Shares held as at	shareholdings as	the Repurchase
	the Latest	at the Latest	Mandate is
Name	Practicable Date	Practicable Date	exercised in full
Southern Asia	303,240,986	25.27%	28.08%
	(Note (a))
Cheng Li-Yu	333,713,032	27.81%	30.90%
Lin Mei-Li	333,713,032	27.81%	30.90%

Note:

1. These Shares are registered in the name of Southern Asia, which is wholly owned by Shine Century Assets Corp. The entire issued share capital of Shine Century Assets Corp. is owned by the Cheng Family Trust, which was founded by Mr. Cheng Li-Yu. Mr. Cheng Li-Yu is also one of the beneficiaries of the Cheng Family Trust.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that as would give rise to such obligation. Save as aforesaid, the Directors are not aware of any consequence which would arise under the Takeovers Codes as a consequence of any repurchases pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in hands of public falling below the prescribed minimum percentage of 25%.

10. SHARE REPURCHASE MADE BY THE COMPANY

The Company has not repurchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

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

The following sets out the biographical information of the Directors eligible for re-election at the Annual General Meeting:

EXECUTIVE DIRECTORS

Mr. Chiu Hui-Chin(邱輝欽), aged 67, is an executive Director, Chief Executive Officer of the Group and director of certain subsidiaries of the Group. He was conferred a Master Degree in Industrial Engineering and Management in National Taipei University of Technology and EMBA in the Graduate Institute of Finance in National Taiwan University. He has more than 34 years of experience in notebook computer, and electronic products business. He joined the Group as executive Director and Chief Executive Officer on 1 March 2017, and is responsible for overall operation management of the Group. Prior to joining the Group, Mr. Chiu was a chief executive officer of Lite-on Technology Corporation, a company listed on the Taiwan Stock Exchange Corporation ("TSEC") until February 2017, and held top management position in various leading international brands and manufacturers of notebook computer, and electronic products. He was a director of Silitech Technology Corporation (Stock Code: 3311.TT) and Dragonjet Corporation (Stock Code: 3280.TT), which are listed on the TSEC. Mr. Chiu has also been appointed as an independent director of Syncmold Enterprise Corp. (stock code: 1582.TT), which is listed on the TSEC since 18 June 2020. Mr. Chiu was the chairman of council of Department of Industrial Engineering and Management Alumnus and council member of China Value Engineering Society (中華民國價值工程學會). Mr. Chiu was also awarded as the outstanding Alumnus of National Taipei University of Technology. Saved as disclosed above, Mr. Chiu does not hold any directorship in any other listed companies during the three years preceding the Latest Practicable Date, nor does he have any relationship with any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company.

Pursuant to the service agreement entered into between Mr. Chiu and the Company on 1 March 2017, Mr. Chiu was appointed as an executive Director for a term of three years commencing from 1 March 2017 which is renewable automatically for successive terms of one year each upon the expiry of the then current term, unless terminated by either party with not less than three months' written notice. His appointment is subject to retirement by rotation and re-election requirements at the general meetings of the Company pursuant to the articles of association of the Company. As at the Latest Practicable Date, Mr. Chiu was entitled to an annual remuneration of US$480,000 and discretionary bonus. The emolument of Mr. Chiu is determined by the Board with reference to his duties, responsibilities, performance and the results of the Group.

As at the Latest Practicable Date, Mr. Chiu was interested in 6,500,000 Shares in the Company, 5,900,000 of which was registered by him as beneficial owner and 600,000 of which were underlying shares granted to him by the Company under the share option scheme of the Company. The aforementioned share options remained outstanding as at the Latest Practicable Date. Save as disclosed above, Mr. Chiu had no other interest in the Shares, underlying Shares and debenture of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

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

There is no information which is discloseable nor is/was Mr. Chiu involved in any matters required to be disclosed pursuant to any of the requirements of the provisions under the Rules 13.51(2) of the Listing Rules.

There are no other matters concerning Mr. Chiu that need to be brought to the attention of the Shareholder.

Mr. Lin Feng-Chieh(林豐杰), aged 62, is an executive Director and director of a subsidiary of the Group. He was conferred a Master of Business Administration from University of Leicester in United Kingdom. Mr. Lin is a vice president of the Group who joined the Group in September 2011. He worked at Arima Computer Corporation from 1990 to 2005, during which he served as a senior vice president at the research & development ("R & D") center of notebook computer and was responsible for the leading of the R & D team to carry out development of notebook computer. He worked at Waffer Technology Co., Ltd., as the chief technology officer of the group and a general manager of Taiwan business from 2005 to 2007, during which he was responsible for planning of new technology R & D strategy of the group, and the operating strategic planning and operational management of the Taiwan business. He worked at a US enterprise's Flextronics International Ltd., a computer business group, as a senior director of R & D center of notebook computer from 2007 to 2011, during which he was responsible for the leading of the R & D team to carry out the development of the notebook computer. He is currently responsible for monitoring the development of new technology-related businesses of the Group. Saved as disclosed above, Mr. Lin does not hold any directorship in any other listed companies during the three years preceding the Latest Practicable Date, nor does he have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company as defined under Listing Rules.

Pursuant to the service agreement entered into between Mr. Lin and the Company on 1 March 2017, Mr. Lin was appointed as an executive Director for a term of three years commencing from 1 March 2017 which is renewable automatically for successive terms of one year each upon the expiry of the then current term, unless terminated by either party with not less than three months' written notice. His appointment is subject to retirement by rotation and re-election requirements at the general meetings of the Company pursuant to the articles of association of the Company. As at the Latest Practicable Date, Mr. Lin was entitled to an annual remuneration of US$240,000 and discretionary bonus. His emoluments are determined by the Board with reference to his job responsibilities and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Lin was interested in 2,424,000 Shares in the Company, 1,824,000 of which was registered by him as beneficial owner and 600,000 of which were underlying shares granted to him by the Company under the share option scheme of the Company. The aforementioned share options remained outstanding as at the Latest Practicable Date. Save as disclosed above, Mr. Chiu had no other interest in the Shares, underlying Shares and debenture of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

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

There is no information which is discloseable nor is/was Mr. Lin involved in any matters required to be disclosed pursuant to any of the requirements of the provisions under the Rules 13.51(2) of the Listing Rules.

There are no other matters concerning Mr. Lin that need to be brought to the attention of the Shareholder.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Cherng Chia-Jiun(程嘉君), aged 66, was appointed as an independent non-executive Director on 31 July 2008. He graduated from the National Chengchi University with a Master's degree in Business Administration and a Bachelor of Science degree in Statistics. Mr. Cherng is currently an independent director of Azion Corporation, whose shares are traded on the Taiwan OTC Market. He was also the director and President of Digital United Inc., whose shares are traded on the Taiwan Emerging Market until 16 March 2009. Furthermore, he was appointed as an independent director of FSP Technology Inc. since June 2011, whose shares are listed on the TSEC. From 1979 to 1998, Mr. Cherng was with the Taiwan based Institute for Information Industry (III), serving in various capacities including general manager of the Network Business Group, director of the Technology Service Group, director of the Market Intelligence Center, and program director of the Technology Research Division. Mr. Cherng was also the director of Zinwell Corporation and the supervisor of AOpen Inc., both of these companies are listed on the TSEC. Saved as disclosed above, Mr. Cherng does not hold any directorship in any other listed companies during the three years preceding the Latest Practicable Date, nor does he have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company as defined under Listing Rules.

Mr. Cherng has entered into an appointment letter with the Company for a term of two years commencing from 31 July 2008 renewable automatically for successive terms of one year each commencing from the day next after the expiry of the then current term of appointment, subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles of Association and until terminated by not less than 3 months' notice in writing served by either party on the other. As at the Latest Practicable Date, he was entitled to a directors' fee of HK$198,000 per annum under the appointment letter. The director's fee of Mr. Cherng is determined by the Board with reference to his duties and responsibilities.

As at the Latest Practicable Date, Mr. Cherng was interested in 570,000 Shares in the Company, 210,000 of which was registered by him as beneficial owner and 360,000 of which were underlying shares granted to him by the Company under the share option scheme of the Company. The aforementioned share options remained outstanding as at the Latest Practicable Date. Save as disclosed above, Mr. Cherng had no other interest in the Shares, underlying Shares and debenture of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

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

Notwithstanding that Mr. Cherng has served as an independent non-executive Director since July 2008, the Board is satisfied that Mr. Cherng is a person of integrity and independent in character and judgment. He is independent of management and free from any business or other relationships or circumstances which could materially interfere with the exercise of his independent judgment. Consequently, the Board recommends the re-election of Mr. Cherng as an independent non-executive Director at the Annual General Meeting.

There is no information which is discloseable nor is/was Mr. Cherng involved in any matters required to be disclosed pursuant to any of the requirements of the provisions under the Rules 13.51(2) of the Listing Rules.

There are no other matters concerning Mr. Cherng that need to be brought to the attention of the Shareholder.

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NOTICE OF ANNUAL GENERAL MEETING

JU TENG INTERNATIONAL HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3336)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Ju Teng International Holdings Limited ("Company") will be held at Chiu & Partners, 40th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong on 14 May 2021 at 2 p.m. to consider and, if thought fit, transact the following ordinary businesses:

1. to receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors ("Directors") and auditors ("Auditors") of the Company for the year ended 31 December 2020;
2. to approve the declaration of a final dividend for the year ended 31 December 2020 of HK$0.10 per share of HK$0.10 each in the capital of the Company;
3. to consider the re-election of the retiring Directors, each as separate resolution, and to authorise the board ("Board") of Directors to fix the remuneration of the Directors;
4. to consider the re-appointment of Ernst & Young as the Auditors for the year ending 31 December 2021 and to authorise the Board to fix their remuneration;

and, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications):

5. "THAT:

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

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to
3. 1. a Rights Issue (as hereinafter defined in paragraph (d) below);
   2. the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company from time to time;
   3. any scrip dividend or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association ("Articles of Association") of the Company and other relevant regulations in force from time to time; or
   4. 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 20% of the number of issued Shares as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

1. for the purpose of this resolution, "Relevant Period" means the period from the date of 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 Articles of Association or any applicable law of the Cayman Islands to be held; or
   3. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

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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 the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (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, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

6. "THAT:

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong ("SFC") and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws as amended from time to time in this regard, be and is hereby generally and unconditionally approved;
2. the aggregate nominal amount of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the number of issued Shares as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
3. for the purpose of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
4. 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 other applicable law of the Cayman Islands to be held; or
   3. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

7. "THAT conditional upon resolutions numbered 5 and 6 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 5 above be and it is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 6 above, provided that such amount shall not exceed 10% of the number of issued Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount requesting the aggregate number of issued Shares repurchased by the Company pursuant to or in accordance with the authority granted pursuant to resolution numbered 6 above."

By order of the Board of

Ju Teng International Holdings Limited

Cheung Lai Yin

Company Secretary

Hong Kong, 15 April 2021

Head office and principal place of business in Hong Kong:

Suites 3311-3312

Jardine House

1 Connaught Place

Central

Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting above ("Meeting") is entitled to appoint in written form one or, if he is the holder of two or more Shares , more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such share shall alone be entitled to vote in respect thereof.
3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar and transfer office ("Branch Registrar") of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting (i.e. by 2 p.m. on 12 May 2021) or any adjournment thereof.
4. For the purpose of determining members who are qualified for attending the Meeting, the register of members of the Company will be closed from 11 May 2021 to 14 May 2021, both days inclusive, during which no transfer of Shares will be effected. In order to qualify for attending the Meeting, all transfers of Shares, accompanied by the relevant share certificates, must be lodged with the Branch Registrar at the address stated in note 3 above not later than 4:30 p.m. on 10 May 2021 for registration.

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NOTICE OF ANNUAL GENERAL MEETING

1. For the purpose of determining members who are qualified for the proposed final dividend, conditional on the passing of resolution numbered 2 set out in this notice, the register of members of the Company will be closed from 21 May 2021 to 24 May 2021, both days inclusive, during which no transfer of Shares will be effected. In order to qualify for the proposed final dividend, all transfers of Shares, accompanied by the relevant share certificates, must be lodged with the Branch Registrar at the address stated in note 3 above not later than 4:30 p.m. on 20 May 2021 for registration.
2. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. In relation to resolution numbered 5 above, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares. 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 of the Company or any scrip dividend scheme which may be approved by the Shareholders.
4. In relation to resolution numbered 6 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase Shares in circumstances, which they deem appropriate for the benefit of the Shareholders.
5. All times and dates specified herein refer to Hong Kong local times and dates.

As at the date of this notice, the Board comprises five executive Directors, namely Mr. Cheng Li-Yu, Mr. Chiu Hui-Chin, Mr. Huang Kuo-Kuang, Mr. Lin Feng-Chieh, and Mr. Tsui Yung Kwok, and three independent non-executive Directors, namely Mr. Cherng Chia-Jiun, Mr. Tsai Wen-Yu and Mr. Yip Wai Ming.

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