Sino ICT : MAJOR TRANSACTION IN RELATION TO THE PROPOSED DISPOSAL OF 48% EQUITY INTEREST IN AN ASSOCIATE AND NOTICE OF SPECIAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspects of this circular or as to the action to be taken, you should consult your stockbroker or other registered or licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sino ICT Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Sino ICT Holdings Limited, and it must not be used for the purpose of offering or inviting offers for any securities.

SINO ICT HOLDINGS LIMITED

芯 成 科 技 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 00365)

MAJOR TRANSACTION IN RELATION TO THE PROPOSED DISPOSAL OF 48% EQUITY INTEREST IN AN ASSOCIATE AND

NOTICE OF SPECIAL GENERAL MEETING

A letter from the Board is set out on pages 4 to 14 of this circular. A notice convening the special general meeting of Sino ICT Holdings Limited to be held at 9:30 a.m. on Wednesday, 26 May 2021 at Meeting Room 6, 558 Shibo Avenue, Pudong New District, Shanghai, China is set out on pages SGM-1 to SGM-2 of this circular.

PRECAUTIONARY MEASURES FOR THE SPECIAL GENERNAL MEETING

Under the current circumstance of the outbreak of the coronavirus (COVID-19), certain special measure will be implemented by the Company at the special general meeting (the "SGM") in order to reduce the risk of infection, including:

1. compulsory body temperature check/screening;
2. wearing of surgical face masks throughout the SGM; and
3. keeping social distancing of at least 1.5 metres.

In addition, Shanghai, China, being the location of the SGM, is currently implementing a series of quarantine measures, including, but not limited to, (a) to present the COVID-19 tested negative certification issued 72 hours prior to the scheduled flight departure; and (b) all visitors have to complete a 14 days of concentration observation and leave for destination with a quarantine certificate. Such quarantine measures may be adjusted from time to time and it is recommended that attendees should make reference to the latest policies and/or measures published by the local authorisation before planning their journey.

For the health and safety of Shareholders, it is highly recommended that Shareholders exercise their voting rights at the SGM by appointing the Chairman of the SGM as their proxy and return their proxy forms by the time specified blow, instead of physical attending in person at the SGM.

Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's Hong Kong branch share registrar and transfer office, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than forty-eight (48) hours before the time appointed for the holding of the meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting (or any adjournment thereof) should you so desire and in such event the instrument appointing a proxy shall be deemed to be revoked.

10 May 2021

		CONTENTS
			Page
DEFINITIONS	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 4
APPENDIX I	-	FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . .	. I-1
APPENDIX II	-	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. II-1
APPENDIX III - ASSET VALUATION REPORT OF SINO IC (SHENZHEN)
		LEASING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. III-1
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

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DEFINITIONS

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

"Announcement"	the announcement of the Company dated 1 April 2021 in
	relation to the Proposed Disposal
"associate"	has the meaning ascribed to it under the Listing Rules
"Board"	the board of Directors
"Business Day"	a day on which banks in the PRC are open for general
	commercial business, other than a Saturday, Sunday or public
	holiday in the PRC
"Bye-laws"	the Bye-laws of the Company, as amended from time to time
"connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	Sino ICT Holdings Limited (Stock Code: 00365), a company
	incorporated in Bermuda with limited liability, the Shares of
	which are listed on the Main Board of the Stock Exchange
"Consideration"	the consideration for the Proposed Disposal
"Completion"	completion of the transactions contemplated under the Equity
	Transfer Agreement
"Completion Date"	the date on which the Completion take place
"controlling shareholder"	as defined in the Listing Rules
"Director(s)"	the director(s) of the Company for the time being
"Equity Transfer Agreement"	the equity transfer agreement dated 1 April 2021 (after
	trading hours) entered into by Unisplendour Investment and
	Sino IC Leasing, pursuant to which Unisplendour Investment
	has conditionally agreed to sell, and Sino IC Leasing has
	conditionally agreed to purchase, the 48% equity interest in
	Sino IC (Shenzhen) Leasing at a consideration of
	RMB211,110,295.37
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong Dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"	30 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular

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	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange of Hong Kong Limited
"percentage ratios"	as defined in the Listing Rules
"PRC"	the People's Republic of China, which for the purpose of this
	circular, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and the region commonly
	called as Taiwan
"Valuer"	Beijing Zhuoxindahua Appraisal Co., Ltd.* (北京卓信大華資
	產評估有限公司, an independent qualified valuation firm in
	the PRC appointed by the Sino IC Leasing and prepared the
	asset valuation report for Sino IC (Shenzhen) Leasing
"Proposed Disposal"	the proposed disposal of the Sale Shares by Unisplendour
	Investment to Sino IC Leasing as contemplated under the
	Equity Transfer Agreement
"RMB"	renminbi, the lawful currency of the PRC
"Sale Share"	the 48% equity interest in Sino IC (Shenzhen) Leasing held
	by Unisplendour Investment prior to the Completion
"SFC"	the Securities and Futures Commission of Hong Kong
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"SGM"	the special general meeting of the Company to be convened
	for the purpose of considering and, if thought fit, approving
	the Equity Transfer Agreement and the transactions
	contemplated thereunder
"SGM Notice"	the notice convening the SGM as set out on pages SGM-1 to
	SGM-2 of this circular
"Share(s)"	ordinary share(s) of par value HK$0.10 each in the share
	capital of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Sino IC Leasing"	Sino IC Leasing Co., Ltd.* (芯鑫融資租賃有限責任公司), a
	limited liability company established under the laws of the
	PRC

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	DEFINITIONS
"Sino IC (Shenzhen) Leasing"	Sino IC Leasing (Shenzhen) Co., Ltd.* (芯鑫融資租賃（深
	圳）有限責任公司), formally known as Unisplendour
	Si-Cloud Financial Leasing Co., Ltd.*(紫光芯雲融資租賃有
	限公司), a limited liability company established under the
	laws of the PRC.
"Sino Xin Ding"	Sino Xin Ding Limited (芯鼎有限公司), a company
	incorporated in Hong Kong with limited liability and one of
	the controlling shareholders of the Company which is holding
	approximately 67.85% of the entire issued share capital in the
	Company as at the Latest Practicable Date
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Unisplendour Investment"	Unisplendour Investment Holding Co. Limited, a limited
	liability company incorporated under the laws of Hong Kong,
	is an indirectly wholly-owned subsidiary of the Company
"%"	per cent

• for identification purposes only

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