KuangChi Science : (1) GENERAL MANDATES 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 KuangChi Science Limited (the "Company"), you should at once hand this circular and the accompany form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

KUANGCHI SCIENCE LIMITED

光啟科學有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 439)

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

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting ("AGM") of the Company to be held at 2nd Floor, Software Building, No. 9 Gaoxin Middle 1st Road, Nanshan District, Shenzhen, China on Monday, 28 June 2021 at 11:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular.

A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy for use at the AGM in accordance with the instructions printed thereon and return the same to the Company's share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and, in any event, not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.

29 April 2021

		CONTENTS
			Page
DEFINITIONS	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II	-	DETAILS OF RETIRING DIRECTORS PROPOSED
		TO BE RE-ELECTEDAT THE AGM . . . . . . . . . . . . . . . . .	II-1
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

- i -

PRECAUTIONARY MEASURES AT THE AGM

Shareholders should note that during the ongoing Novel Coronavirus (COVID-19) pandemic, the following precautionary measures will be taken at the AGM unless the Company should require otherwise:

1. Compulsory body temperature checks will be conducted for every shareholder, proxy or other attendee at the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius or refuses a temperature check will be denied entry into the meeting venue or be required to leave the meeting venue.
2. The Company requests each attendee to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.
3. No refreshments will be served, and no corporate gifts will be distributed.

Shareholders are reminded that physical attendance in person at the AGM is not necessary for the purpose of exercising their voting rights. Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and returning the proxy form enclosed with this document.

If any shareholder chooses not to attend the AGM in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter in writing to our principal place of business in Hong Kong or to our email at [e-mail]. If any shareholder has any question relating to the AGM, please contact Tricor Secretaries Limited, the Company's Hong Kong branch share registrar at:

Tricor Secretaries Limited

Level 54

Hopewell Centre

183 Queen's Road East

Hong Kong

Email: [e-mail]

Tel: [phone]

Fax: [phone]

- 1 -

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be
	convened and held at 2nd Floor, Software Building,
	No. 9 Gaoxin Middle 1st Road, Nanshan District,
	Shenzhen, China on Monday, 28 June 2021 at
	11:00 a.m. for the purpose of considering and if
	thought fit, approving the resolutions proposed in
	this circular
"associate(s)"	has the meaning ascribed thereto in the Listing Rules
"Board"	the board of Directors
"Bye-law(s)"	the bye-law(s) of the Company
"Company"	KuangChi Science Limited, a company incorporated
	in Bermuda with limited liability and the Shares of
	which are listed on the Stock Exchange
"Connected person(s)"	has the meaning ascribed thereto in the Listing Rules
"controlling shareholder(s)"	has the meaning ascribed thereto in the Listing Rules
"Core connected person(s)"	has the meaning ascribed thereto in the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	a general mandate to allot, issue and deal with new
	Shares and securities convertible into Shares with an
	aggregate number not exceeding 20% of the total
	number of Shares in issue as at the date of approval of
	the mandate
"Latest Practicable Date"	22 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"Nomination Committee"	the nomination committee of the Board

- 2 -

	DEFINITIONS
"PRC" or "China"	the People's Republic of China, excluding (except
	where the context requires) Hong Kong, Macau and
	Taiwan
"Repurchase Mandate"	a general mandate to repurchase Shares up to a
	maximum number equivalent to 10% of the total
	number of Shares in issue as at the date of approval of
	the mandate
"SFO"	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital
	of the Company
"Shareholder(s)"	holder(s) of Share(s) in issue
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary"	has the meaning ascribed thereto in the Listing Rules
"substantial Shareholder(s)"	has the meaning ascribed thereto in the Listing Rules
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
	issued by the Securities and Futures Committee of
	Hong Kong
"HK$" and "$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"%"	per cent.

- 3 -

LETTER FROM THE BOARD

KUANGCHI SCIENCE LIMITED

光啟科學有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 439)

Executive Directors:	Registered Office:
Dr. Liu Ruopeng (Chairman)	Clarendon House
Dr. Luan Lin (Chief Executive Officer &	2 Church Street
Chief Technology Officer)	Hamilton HM 11
Dr. Zhang Yangyang	Bermuda
Dr. Ji Chunlin
	Head Office and Principal Place
Non-executive Director:	of Business in Hong Kong:
Mr. Li Chiu Ho	Unit 1104, 11/F
	Leighton Centre
Independent non-executive Directors:	77 Leighton Road
Dr. Wong Kai Kit	Causeway Bay
Mr. Choi Wing Koon	Hong Kong
Dr. Deng Ke
	29 April 2021
To the Shareholders
Dear Sir or Madam,

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

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with details in respect of, among other things, (i) the grant of general mandates to Directors to issue and repurchase Shares; (ii) the re-election of retiring Directors; and (iii) to give you a notice of the AGM.

- 4 -

LETTER FROM THE BOARD

ISSUE MANDATE AND REPURCHASE MANDATE

The Directors propose to seek the approval of the Shareholders at the AGM by way of passing an ordinary resolution for granting the general mandate to the Directors (i) to allot, issue and otherwise deal with new Shares with an aggregate number not exceeding 20% of the total number of Shares in issue as at the date of passing the relevant resolution and the extension of the aforesaid mandate by addition thereto the number of Shares repurchased pursuant to the proposed general mandate for repurchase of Shares up to a maximum number equivalent to 10% of total number of Shares in issue as at the date of passing the relevant resolution as described below, and (ii) to repurchase Shares up to a maximum number equivalent to 10% of the total number of Shares in issue at the date of passing the relevant resolution, at any time during the period ending on the earlier of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by law or its Bye-laws or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in the general meeting of the Company.

As at the Latest Practicable Date, the number of Shares in issue was 6,156,928,860 Shares. On the basis that no further Shares will be issued or repurchased prior to the AGM,

1. the Issue Mandate in full would enable the Company to allot, issue and deal with a maximum of 1,231,385,772 Shares, and (ii) the Repurchase Mandate in full would enable the Company to repurchase a maximum of 615,692,886 Shares.

The purpose of the general mandate to allot, issue and deal with new Shares is to enable the Directors to capture right timing of the securities market to widen the capital base of the Company. The Directors have no present intention to issue or repurchase any Shares under the general mandates to be sought at the AGM.

An explanatory statement as required by the Listing Rules for information on the general mandate to repurchase Shares is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

According to Bye-laws 87, at each annual general meeting one-third of the Directors for the time being or, if their number is not a multiple of three, the number nearest to but not greater than one-third, shall retire from office by rotation, provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire by rotation shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

In accordance with Bye-laws 87(1) of the Company, Dr. Luan Lin, Dr. Zhang Yangyang and Dr. Wong Kai Kit will retire by rotation at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

- 5 -

LETTER FROM THE BOARD

In accordance with Bye-laws 86(2) of the Company, Dr. Deng Ke will retire by rotation at the forthcoming annual general meeting and, being eligible, offer himself for re-election.

The nomination committee of the Company ("Nomination Committee") has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Company considers that the retiring independent non-executive Directors, Dr. Wong Kai Kit and Dr. Deng Ke, are independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

The Nomination Committee is of the view that the four retiring Directors have extensive experience in different fields and professions that are relevant to the Company's business. In addition, their respective educational background, experience and knowledge allow them to provide valuable and relevant insights and contribute to the diversity of the Board. Accordingly, the Nomination Committee has recommended them to the Board for re-election and the Board has endorsed the recommendations of the Nomination Committee and recommended all the four retiring Directors to stand for re-election at the forthcoming AGM.

Details of the above retiring Directors to be re-elected at the AGM are set out in Appendix II to this circular.

Save as disclosed in this circular, there are no other matters in relation to the proposed re-election of Directors that need to be brought to the attention of the Shareholders.

AGM

The notice of the AGM is set out on pages AGM-1 to AGM-5 of this circular. At the AGM, resolutions will be proposed for the Shareholders to consider and, if thought fit, among other things, to approve (i) the grant of general mandates to Directors to issue and repurchase Shares; and (ii) the re-election of the retiring Directors.

A form of proxy for use at the AGM is sent to the Shareholders together with this circular.

Whether or not the Shareholders are able to attend the AGM, the Shareholders are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding of the AGM or adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the AGM or any adjourned meeting thereof should the Shareholders so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.

- 6 -

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Therefore, all resolutions put to the vote at the AGM will be taken by way of poll. An announcement on the results of the poll will be published by the Company after the AGM in the manner prescribed under the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the 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.

RECOMMENDATION

The Board believes that the proposed granting of the general mandates to the Directors to repurchase Shares and to issue new securities and adding any Shares repurchased under the Repurchase Mandate to the Issue Mandate and the re-election of Directors to be put before the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

GENERAL

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM. The Board confirm that to the best of their knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, there was no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder and there was no obligation or entitlement of any Shareholder whereby he/she has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his/her Shares to a third party, either generally or on a case-by-case basis.

MISCELLANEOUS

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

Yours faithfully,

For and on behalf of the Board

KuangChi Science Limited

Dr. Liu Ruopeng

Chairman and Executive Director

- 7 -

APPENDIX I	EXPLANATORY STATEMENT

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

REPURCHASE MANDATE

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules relating to an ordinary resolution to be proposed at the AGM to approve a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to purchase, at any time until the next annual general meeting of the Company or such earlier period as stated in the ordinary resolution, Shares of HK$0.01 each in the capital of the Company, up to a maximum number equivalent to 10% of the total number of Shares in issue as at the date of passing the resolution.

The Directors believe the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the AGM.

SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue was 6,156,928,860 Shares. Subject to the passing of an ordinary resolution for the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 615,692,886 Shares.

REASONS FOR REPURCHASES

The Directors consider that it is in the best interests of the Company and the Shareholders as a whole to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its assets 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.

FUNDING OF REPURCHASES

Repurchases of Shares will be funded entirely from funds legally available for such purpose in accordance with the Bye-laws and the applicable laws of Hong Kong. It is presently proposed that any Shares repurchased under the Repurchase Mandate would be repurchased out of the capital paid up on the repurchased Shares, profits of the Company which would otherwise be available for distribution or the Company's share premium account.

- I-1 -

APPENDIX I	EXPLANATORY STATEMENT

IMPACT ON WORKING CAPITAL

There might be a material adverse impact on the working capital requirements or gearing levels of the Company (as compared with the position disclosed in its audited financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchase of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.

None of the Directors, to the best of their knowledge having made all reasonable enquiries, nor any of their respective associates, having any present intention to sell any Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is granted.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that he/she has a present intention to sell to the Company or its subsidiaries any of his/her Shares, or has undertaken not to do so, in the event that the Repurchase Mandate is granted.

TAKEOVERS CODE AND SHARE REPURCHASES

In the event that 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 purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

To the best knowledge of the Directors and according to the register of substantial shareholders interests in Share kept under section 336 of Part XV of the SFO, as at the Latest Practicable Date, New Horizon and Sky Asia Holdings Limited held 2,778,000,000 Shares and 500,000 Shares respectively, representing approximately 45.12% and 0.01% of the Shares in issue of the Company. For the purpose of the Takeovers Code, Dr. Liu Ruopeng is deemed to have interest in New Horizon and Sky Asia Holdings Limited with a total of 2,778,500,000 Shares, representing approximately 45.13% of the Shares in issue of the Company. If the Repurchase Mandate is exercised in full and assuming that there are no further changes in the ownership structure of the Company, Dr. Liu Ruopeng will be

- I-2 -

APPENDIX I	EXPLANATORY STATEMENT

interested in 50.14% of the Shares in issue of the Company. The Directors do not intend to exercise the Repurchase Mandate to such an extent as would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory general offer under Rule 26 of the Takeover Code and accordingly, it is not anticipated that purchases of Shares under the Repurchase Mandate will give rise to any consequences under the Takeover Code.

Save as aforesaid, the Directors are not aware of any consequences of any purchases made under the Repurchase Mandate which may arise under the Takeovers Code.

The Directors have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such extent that the aggregate amount of Shares in public hands would reduce below 25%.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
May	0.32	0.232
June	0.345	0.233
July	0.56	0.248
August	1.18	0.51
September	0.74	0.48
October	0.57	0.305
November	0.495	0.325
December	0.6	0.39
2021
January	0.75	0.455
February	0.67	0.36
March	0.44	0.24
April (up to the Latest Practicable Date)	0.27	0.203

SHARE REPURCHASE MADE BY THE COMPANY

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

- I-3 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

Pursuant to the Listing Rules, details of the Director who will retire at the conclusion of the AGM according to the Bye-laws and will be proposed to be re-elected at the AGM are provided below:

EXECUTIVE DIRECTORS

Dr. Luan Lin ("Dr. Luan"), aged 41, is currently the chief executive officer and chief technology officer and executive Director of the Company. Dr. Luan joined the Company in August 2014. Dr. Luan has been the vice president of Kuang-Chi Institute of Advanced Technology since 2010. Dr. Luan obtained a collective award of "Guangdong Youth May 4th Medal" in 2011.

Dr. Luan obtained a doctorate degree from Duke University, the United States in

2010 and a master 's degree from Peking University, China in 2004. Dr. Luan was a non-executive director of MACL from February 2015 to June 2020, which removed from the official list of Australian Securities Exchange with effect from 4 June 2018. Afterward, MACL had arranged to transition its shares to the USX (a New Zealand unlisted share trading platform) with effect from 7 June 2018. Dr. Luan has extensive experience in research and development of advanced technologies and business network in relation to electronic information, near space and other innovative technology industries. Dr. Luan has extensive experience in business management and team management.

Save as disclosed above, (i) Dr. Luan does not hold any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Dr. Luan does not hold any other positions with the Company or other members of the Group; (iii) Dr. Luan does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; (iv) Dr. Luan does not have, and/or is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or its associated corporations (as defined under Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong); (v) Dr. Luan does not have other major appointments and professional qualifications; and (vi) there is no information that should be disclosed pursuant to subparagraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders.

The Company has entered into a letter of appointment with Dr. Luan for a term of three years commencing from 21 May 2020 and he is subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company. As at the Latest Practicable Date, Dr. Luan received an aggregate remuneration of HK$2,540,000 (including his salary, share-based payments and discretionary bonus) for the year ended 31 December 2020. The remuneration of all Directors is determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Director 's contributions, experience and relevant duties and responsibilities within the Company.

- II-1 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

Dr. Zhang Yangyang ("Dr. Zhang") aged 41, is currently the executive Director of the Company and also a member of remuneration committee of the Company. Dr. Zhang joined the Company in August 2014. Dr. Zhang has been the executive vice president of Kuang-Chi Institute of Advanced Technology since 2010. Dr. Zhang has been vice president of Shenzhen Young Science and Technology Talents Association since 2012. Dr. Zhang obtained a collective award of "Guangdong Youth May 4th Medal" in 2011. Dr. Zhang has been the director of Kuang-Chi Technologies Co., Ltd. (the shares were listed in Shenzhen Stock Exchange Limited, the stock code: 002625.SZ) since April 2017.

Dr. Zhang obtained a doctorate degree from the University of Oxford, the United Kingdom in 2008, and a master 's degree and a bachelor 's degree from the Northeastern University, China in 2004 and 2002 respectively. Dr. Zhang was a non-executive director of MACL until 16 August 2016, which removed from the official list of Australian Securities Exchange with effect from 4 June 2018. Afterward, MACL had arranged to transition its shares to the USX (a New Zealand unlisted share trading platform) with effect from 7 June 2018. Dr. Zhang has extensive experience in research and development of advanced technologies and business network in relation to metamaterial, near space and other innovative technology industries. Dr. Zhang has extensive experience in business management and team management.

Save as disclosed above, (i) Dr. Zhang does not hold any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Dr. Zhang does not hold any other positions with the Company or other members of the Group; (iii) Dr. Zhang does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; (iv) Dr. Zhang does not have, and/or is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or its associated corporations (as defined under Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong); (v) Dr. Zhang does not have other major appointments and professional qualifications; and (vi) there is no information that should be disclosed pursuant to subparagraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders.

The Company has entered into a letter of appointment with Dr. Zhang for a term of three years commencing from 21 May 2020 and he is subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company. As at the Latest Practicable Date, Dr. Zhang waived the remuneration for the year ended 31 December 2020. The remuneration of all Directors is determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to the Director 's contributions, experience and relevant duties and responsibilities within the Company.

- II-2 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

INDEPENDENT NON-EXECUTIVE DIRECTORS

Dr. Wong Kai Kit ("Dr. Wong"), aged 47, is currently an independent non-executive Director of the Company and also the chairman of remuneration committee and a member of audit committee and nomination committee. Dr. Wong joined the Company in August 2014. Dr. Wong was appointed a professor at the Department of Electronic and Electrical Engineering, University College London, United Kingdom in October 2015. Dr. Wong had other teaching and research roles in universities and education institutes in Hong Kong, the United States of America and the United Kingdom. Dr. Wong is an academician of The Institution of Engineering and Technology Inc. ("IET") and a fellow of The Institute of Electrical and Electronics Engineers Inc.. Dr. Wong obtained a doctorate degree, a master 's degree and a bachelor 's degree from the Hong Kong University of Science and Technology in 2001, 1998 and 1996 respectively.

Save as disclosed above, (i) Dr. Wong does not hold any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Dr. Wong does not hold any other positions with the Company or other members of the Group; (iii) Dr. Wong does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; (iv) Dr. Wong does not have, and/or is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or its associated corporations (as defined under Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong); (v) Dr. Wong does not have other major appointments and professional qualifications; and (vi) there is no information that should be disclosed pursuant to subparagraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders.

The Company has entered into a letter of appointment with Dr. Wong on 21 May

2020 for a term of three years started from 22 August 2020 to 21 August 2023, unless terminated by not less than three months' notice in writing served by either party on the other and he is subject to retirement by rotation and re-election in accordance with the Bye-laws of the Company. Dr. Wong is entitled to a director 's fee of HK$250,000 per annum, which is determined by the Board having regard to the recommendation of the remuneration committee and the nomination committee of the Company and with reference to the Director 's contributions, experience and relevant duties and responsibilities within the Company.

As at the Latest Practicable Date, Dr. Wong does not have any interests in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, he does not have any relationship with any Directors, senior management, or substantial or controlling shareholder (as defined in the Listing Rules) of the Company.

- II-3 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

Dr. Deng Ke ("Dr. Deng"), aged 38, is currently an independent non-executive Director of the Company and also a member of the audit committee, nomination committee and remuneration committee of the Company. Dr. Deng joined the Company in July 2020. He graduated from Peking University in the PRC majoring in Applied Mathematics in 2003. He then studied Statistics in Peking University and obtained a doctoral degree in 2008. Dr. Deng had been principally engaged in scientific research work in the field of Statistics in Harvard University in the U.S. from 2008 to 2013. Later, he returned to the PRC and devoted himself to the scientific research work in the field of Statistics in Tsinghua University in the PRC and is currently the executive director and an associate professor (employed on a long-term contract) of the Center for Statistical Science of Tsinghua University, and also the director of the Statistical Consulting Unit (統計諮詢中

心). During his service in Tsinghua University, Dr. Deng took the lead in various projects of different aspects, including risk analysis of global epidemic, risk assessment on food safety and medical big data analysis, etc. Dr. Deng is committed to nurturing students and dedicated to the academic and research contributions in Statistics.

Save as disclosed above, (i) Dr. Deng does not hold any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Dr. Deng does not hold any other positions with the Company or other members of the Group; (iii) Dr. Deng does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; (iv) Dr. Deng does not have, and/or is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or its associated corporations (as defined under Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong); (v) Dr. Deng does not have other major appointments and professional qualifications; and (vi) there is no information that should be disclosed pursuant to subparagraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor any other matters that need to be brought to the attention of the Shareholders.

Dr. Deng has entered into an appointment letter with the Company for an initial term of three years commencing from 27 July 2020 unless terminated by either the Company or Dr. Deng giving not less than three months' prior written notice. Dr. Deng is subject to retirement by rotation and re-election in accordance with the Listing Rules and the Articles of Association. As stated in the appointment letter, Dr. Deng is entitled to receive a director 's fee of HK$250,000 per annum which is subject to review by the Board or its delegated committee with reference to Dr. Deng's duties and responsibilities as well as the prevailing market conditions. He does not hold other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Dr. Deng does not have any interests in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, he does not have any relationship with any Directors, senior management, or substantial or controlling shareholder (as defined in the Listing Rules) of the Company.

- II-4 -

NOTICE OF ANNUAL GENERAL MEETING

KUANGCHI SCIENCE LIMITED

光啟科學有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 439)

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of KuangChi Science Limited (the "Company") will be held at 2nd Floor, Software Building, No. 9 Gaoxin Middle 1st Road, Nanshan District, Shenzhen, China on Monday, 28 June 2021 at 11:00 a.m. for the purpose of considering and, if thought fit, with or without modification, passing the following resolutions:

1. To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Director(s)") and of the auditor of the Company for the year ended 31 December 2020.

2A. To re-elect the following retiring Directors:

1. Dr. Luan Lin as an executive Director;
2. Dr. Zhang Yangyang as an executive Director;
3. Dr. Wong Kai Kit as an Independent non-executive Director; and
4. Dr. Deng Ke as an independent non-executive Director.

2B. To authorise the board of Directors to fix the remuneration of the Directors.

3. To re-appoint Crowe (HK) CPA Limited as the auditors of the Company and to authorise the board of Directors to fix its remuneration.

4A. "THAT

1. subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with the additional ordinary shares in the share capital of the Company and to make or grant offers, agreements and options, including bonds, warrants, notes, debentures and other securities which carry rights to subscribe for or are convertible into ordinary shares ("Shares") of the Company, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

- AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, including bonds, warrants, notes, debentures and other securities which carry rights to subscribe for or are convertible into Shares of the Company, which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of the Shares in the share capital allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:
3. 1. a Rights Issue (as hereinafter defined);
   2. the exercise of rights of subscription or conversion under terms of any existing warrants, bonds, debentures, notes and other securities of the Company;
   3. the exercise of option granted under any share option scheme or any similar arrangement for the time being adopted for the grant or issue to officers and/or employees and/or other eligible persons of the Company and/or any of subsidiaries of shares or rights to acquire Shares of the Company;
   4. any scrip dividend or similar arrangement providing for the allotment and issue of Shares of the Company in lieu of the whole or part of a dividend on the Shares of the Company in accordance with the bye-laws of the Company in force from time to time;
   5. the exercise of any conversion rights attaching to any convertible notes issued or to be issued by the Company; and
   6. a specified authority granted by the shareholders of the Company in general meeting; shall not exceed 20% of the total number of Shares in issue on the date of passing this resolution; and the said approval shall be limited accordingly.
4. subject to the passing of each of the paragraphs (a), (b) and (c) of this resolution, any prior approvals of the kind referred to in paragraphs (a),
   (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and

- AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution:
   "Relevant Period" means the period from the date of passing this resolution until whichever is the earlier of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and
   3. the revocation or variation or renewal of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares in the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for Shares of the Company, open for a period fixed by the Directors to holders of the Shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in, any territories applicable to the Company).

4B. "THAT

1. subject to paragraph (b) of this resolution, the exercise by the Director during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase the Shares in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchanges on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with the applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchanges as amended from time to time, be and is hereby generally and unconditionally approved;

- AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate number of the Share of the Company which the Company is authorised to purchase pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of Shares in issue at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution be limited accordingly; and
2. for the purpose of this resolution:
   "Relevant Period" means the period from the date of passing this resolution until whichever is the earlier of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and
   3. the revocation or variation or renewal of the authority given under this resolution by an ordinary resolution of shareholders of the Company in general meeting."

4C. "THAT subject to the passing of the above resolutions 4A and 4B, the total number of Share which are to be purchased by the Company pursuant to the authority granted to the Directors as mentioned in resolution 4B shall be added to the total number of Shares that may be allotted or agreed to be allotted by the Directors pursuant to resolution 4A."

By order of the Board

KuangChi Science Limited

Dr. Liu Ruopeng

Chairman and Executive Director

Shenzhen, China 29 April 2021

- AGM-4 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Every member of the Company entitled to attend and vote at the above Meeting is entitled to appoint more than one proxy (if a member who is holder of two or more shares) to attend and vote for him/her on his/her behalf of the Meeting. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.
2. A form of proxy for use at the Meeting is enclosed. 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 certified copy thereof, must be lodged with the Company's share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting thereof.
3. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
4. For the purpose of ascertaining shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, 23 June 2021 to Monday, 28 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, shareholders must lodge all transfer documents accompanied by the relevant share certificates for Registration with the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 22 June 2021.
5. Where there are joint registered holders of any shares, any one of such joint holders may vote, either in person or by proxy in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.
6. As at the date of this notice, the Board comprises four executive Directors, namely Dr. Liu Ruopeng, Dr. Zhang Yangyang, Dr. Luan Lin and Dr. Ji Chunlin; one non-executive Director, namely Mr. Li Chiu Ho; and three independent non-executive Directors, namely Dr. Wong Kai Kit, Mr. Choi Wing Koon and Dr. Deng Ke.

- AGM-5 -