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LONGITECH SMART ENERGY HOLDING LIMITED

隆 基 泰 和 智 慧 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1281)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of LongiTech Smart Energy Holding Limited (the ''Company'') will be held at 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on 7 June 2017 (Wednesday) at 10: 00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. ''THAT:

    1. the sale and purchase agreement dated 27 April 2017 (the ''First Agreement'') entered into between Long Ji Tai He Investment Holding Limited (the ''Purchaser''), a wholly-owned subsidiary of the Company and Lightway Power Holdings Limited (the ''First Vendor''), pursuant to which the Purchaser conditionally agreed to acquire and the First Vendor conditionally agreed to sell the entire issued share capital in Lightway Power Limited (the ''First Target Company''), for a consideration of HK$123,479,100, a copy of the First Agreement having been produced to this meeting and marked ''A'' and initialed by the chairman of this meeting for the purpose of identification), and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;

    2. conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in the shares of the Company to be issued for the purpose of satisfying the consideration of the First Agreement, the issue of 42,579,000 new shares of the Company at the issue price of HK$2.90 per share for satisfying the consideration under the First Agreement be and is hereby approved and authorized; and

    3. any one or more directors of the Company be and are hereby authorised to do all such acts and things as they consider necessary and to sign and execute all such documents, and to take all such steps which in their opinion may be necessary, appropriate, desirable or expedient for the purpose of giving effect to the First Agreement and completing the transactions contemplated thereby.''

    4. ''THAT:

      1. the sale and purchase agreement dated 27 April 2017 (the ''Second Agreement'') entered into between the Purchaser and Fountain Crest Limited (the ''Second Vendor''), pursuant to which the Purchaser conditionally agreed to acquire and the Second Vendor conditionally agreed to sell the entire issued share capital in Shining Delight Limited (the ''Second Target Company''), for a consideration of HK$6,498,900, a copy of the Second Agreement having been produced to this meeting and marked ''B'' and initialed by the chairman of this meeting for the purpose of identification), and the transactions contemplated thereby be and are hereby approved, confirmed and ratified;

      2. conditional upon the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in the shares of the Company to be issued for the purpose of satisfying the consideration of the Second Agreement, the issue of 2,241,000 new shares of the Company at the issue price of HK$2.90 per share for satisfying the consideration under the Second Agreement be and is hereby approved and authorized; and

      3. any one or more directors of the Company be and are hereby authorised to do all such acts and things as they consider necessary and to sign and execute all such documents, and to take all such steps which in their opinion may be necessary, appropriate, desirable or expedient for the purpose of giving effect to the Second Agreement and completing the transactions contemplated thereby.''

      4. By Order of the Board

        LongiTech Smart Energy Holding Limited Wei Shaojun

        Chairman

        22 May 2017

        Notes:

        1. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

        2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer, attorney or other person duly authorised to sign the same.

        3. In order to be valid, the form of proxy in the prescribed form together with a power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the Company's share registrar and transfer office, Tricor Investors Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be).

        4. 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 an event, the form of proxy shall be deemed to be revoked.

        5. Where there are joint registered holders of any share, 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.

        As at the date of this announcement, the executive Directors are Mr. Wei Shaojun, Mr. Wei Qiang, Mr. Li Haichao and Ms. Zhen Xiaojing and the independent non-executive Directors are Mr. Han Qinchun, Mr. Wong Yik Chung John and Mr. Han Xiaoping.

      Longitech Smart Energy Holding Ltd. published this content on 22 May 2017 and is solely responsible for the information contained herein.
      Distributed by Public, unedited and unaltered, on 07 June 2017 08:45:11 UTC.

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