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 dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in PAX Global Technology Limited (the "Company"), you should at once hand this circular and the Annual Report 2016 of the Company with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

PAX GLOBAL TECHNOLOGY LIMITED

百 富 環 球 科 技 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock code: 327) GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 25 April 2017, Tuesday at 2:30 p.m. is set out on pages 12 to 15 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the principal place of business of the Company at Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the Annual General Meeting if they so wish.

  • For identification purpose only

    Hong Kong, 16 March 2017

    Page

    Definitions 1 Letter from the Board
    1. Introduction 3

    2. General mandate to issue Shares 4

    3. General mandate to repurchase Shares 4

    4. Re-election of retiring Directors 4

    5. Annual General Meeting 5

    6. Action to be taken 5

    7. Voting at the Annual General Meeting 5

    8. Recommendation 5

    9. General information 6

    Appendix I - Explanatory Statement 7 Appendix II - Particulars of Retiring Directors 10 Notice of 2017 Annual General Meeting 12

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

    "AGM Notice" the notice dated 16 March 2017 convening the Annual General Meeting as set out on pages 12 to 15 of this circular

    "Annual General Meeting" the annual general meeting of the Company to be held at

    Room 2416, 24th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on 25 April 2017, Tuesday at 2:30 p.m., or any adjourned meeting (as the case may be)

    "Annual Report 2016" the annual report of the Company for the year ended 31

    December 2016

    "Board" the board of Directors

    "Bye-laws" the bye-laws of the Company as may be amended from time to time

    "Company" PAX Global Technology Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

    "Directors" the directors of the Company

    "Group" the Company and its subsidiaries

    "Hong Kong" the Hong Kong Special Administrative Region of the PRC

    "Latest Practicable Date" 8 March 2017, being the latest practicable date prior to the

    printing of this circular for the purpose of ascertaining certain information for inclusion herein

    "Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

    "Ordinary Resolution(s)" the proposed ordinary resolution(s) as referred to in the AGM

    Notice

    "PRC" the People's Republic of China, and for the purpose of this circular excluding Hong Kong, Taiwan and the Macau Special Administrative Region

    "SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

    "Share(s)" share(s) of HK$0.10 each in the share capital of the Company

    "Shareholder(s)" the registered holder(s) of Share(s)

    "Share Issue Mandate" the general mandate proposed to be granted to the Directors at

    the Annual General Meeting to exercise the powers of the Company to allot, issue and deal with additional Shares up to 20% of the total number of Shares in issue as at the date of the passing of the resolution approving the general mandate

    "Share Option Scheme" the share option scheme conditionally approved and adopted

    by the Company on 1 December 2010

    "Share Repurchase Mandate" the general mandate proposed to be granted to the Directors at

    the Annual General Meeting to exercise the powers of the Company to repurchase Shares not exceeding 10% of the total number of Shares in issue as at the date of the passing of the resolution approving the general mandate

    "Stock Exchange" The Stock Exchange of Hong Kong Limited

    "Takeovers Code" the Codes on Takeovers and Mergers and Shares Buy-backs issued by the Securities and Futures Commission of Hong Kong as amended from time to time

    "HK$" Hong Kong Dollars, the lawful currency of Hong Kong

    "%" per cent

    PAX Global Technology Ltd. published this content on 16 March 2017 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 15 March 2017 23:50:07 UTC.

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