Technovator International : Notice of the Annual General Meeting

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Technovator

TECHNOVATOR INTERNATIONAL LIMITED

同方泰德國際科技有限公司*

(incorporated in Singapore with limited liability)

(Stock Code: 1206) NOTICE OF THE ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the annual general meeting of Technovator International Limited (the "Company") will be held at 15th Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong at 4 p.m. on Tuesday, 20 June 2017 to consider and, if thought fit, transact the following business: ORDINARY RESOLUTIONS

1. to receive and consider the audited consolidated financial statements of the Company and its subsidiaries prepared under Hong Kong Financial Reporting Standards and the reports of the directors and the auditors of the Company for the year ended 31 December 2016;

2. to receive and consider the audited consolidated financial statements of the Company and its subsidiaries prepared under Singapore Financial Reporting Standards for the year ended 31 December 2016;

3. to re-elect Mr. Zhao Xiaobo as director of the Company;

4. to re-elect Mr. Huang Yu as director of the Company;

5. to re-elect Ms. Chen Hua as director of the Company;

6. to authorise the board of directors of the Company to fix the remuneration of the Company's directors;

7. to re-appoint KPMG as the auditor of the Company for the consolidated financial statements of the Company and its subsidiaries prepared under Hong Kong Financial Reporting Standards and to authorise the board of directors of the Company to fix their remuneration;

   * For identification purpose only

8. to re-appoint KPMG LLP as the auditor of the Company for the consolidated financial statements of the Company and its subsidiaries prepared under Singapore Financial Reporting Standards and to authorise the board of directors of the Company to fix their remuneration;

   and, as special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification);

9. "THAT:

10. subject to paragraph (c) below, pursuant to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and Section 161 of the Companies Act (Cap. 50) of Singapore (the "Companies Act"), the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares in the capital of the Company (the "Shares", and each a "Share") and to make or grant offers, agreements or options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

11. the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements or options which might require the exercise of the aforesaid powers after the expiry of the Relevant Period;

12. the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options and otherwise) by the directors of the Company pursuant to the approval in paragraph

13. above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph

    (d) below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the constitution of the Company in force from time to time; or

    (iv) 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 the aggregate of:

14. 20 per cent, of the total number of Shares of the Company in issue as at the date of the passing of this resolution; and

15. (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of Shares of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent, of the total number of Shares of the Company in issue as at the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

16. for the purposes of this resolution:

    "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:

17. the conclusion of the next annual general meeting of the Company;

18. the expiration of the period within which the next annual general meeting of the Company is required by the constitution of the Company or the applicable laws of the Singapore to be held; or

19. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution."

"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 of the Company to holders of Shares on the Company's register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the directors of the Company 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of; or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

20. "THAT:

21. subject to paragraph (b) below, pursuant to Section 76E of the Singapore Companies Act, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase (or agree to repurchase) shares in the capital of the Company (the "Shares", and each a "Share") on the Stock Exchange, or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Singapore Companies Act, and all other applicable laws in this regard and on the terms set out in the circular to the shareholders of the Company dated 18 May 2017, be and the same is hereby generally and unconditionally approved;

22. the number of Shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 percent, of the total number of Shares the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

23. for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:

24. the conclusion of the next annual general meeting of the Company;

25. the expiration of the period within which the next annual general meeting of the Company is required by the constitution of the Company or the applicable laws of the Singapore to be held; or

26. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution."

27. "THAT conditional on the passing of resolutions numbered 9 and 10 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 9 above be and is hereby extended by the addition to the aggregate number of which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate number of Shares of the Company repurchased or agreed to be repurchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 10 above."

By Order of the Board

Technovator International Limited Huang Yu

Chairman

Hong Kong, 18 May 2017

As at the date of this notice, the executive directors of the Company are Mr. Zhao Xiaobo and Mr. Seah Han Leong; the non-executive directors are Mr. Huang Yu, Mr. Liu Tianmin and Mr. Wang Yinghu and the independent non-executive directors are Mr. Fan Ren Da Anthony, Mr. Chia Yew Boon and Ms. Chen Hua.

Registered office:

66 Tannery Lane

#04-10/10A

Sindo Industrial Building Singapore 347805

Principal place of business in Hong Kong:

15th Floor

Allied Kajima Building 138 Gloucester Road Wan Chai

Hong Kong