China LotSynergy : • Re-election of Directors, General Mandates to Repurchase and Issue Shares and Notice of Annual General Meeting

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.

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 China LotSynergy Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

*

(Stock Code: 1371)

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of China LotSynergy Holdings Limited to be held at Boardroom 3-4, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong at 10: 00 a.m. on Thursday, 1 June 2017 is set out on pages 12 to 15 of this circular. Whether or not you intend to be present at the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same to the principal place of business of the Company at Unit 3308, 33/F., Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours (i.e. 10: 00 a.m. on Tuesday, 30 May 2017 (Hong Kong time)) before the time appointed for the holding of the meeting. Completion and deposit of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should you so wish.

* For identification purposes only

26 April 2017

Page

Definitions ....... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board

Introduction . . ....... ........ ....... ....... ........ ....... ........ ....... ....... 3

Re-election of Directors ..... ....... ....... ........ ....... ........ ....... ....... 3

General Mandates to Repurchase and Issue Shares . . ....... ........ ....... ....... 4 Notice of Annual General Meeting . . ....... ........ ....... ........ ....... ....... 4

Voting by Poll ...... ........ ....... ....... ........ ....... ........ ....... ....... 5

Responsibility Statement ..... ....... ....... ........ ....... ........ ....... ....... 5

Recommendation .... ........ ....... ....... ........ ....... ........ ....... ....... 5

Appendix I - Details of Retiring Directors Proposed for Re-election .... ....... 6

Appendix II - Explanatory Statement ..... ........ ....... ........ ....... ....... 9

Appendix III - Notice of Annual General Meeting 12

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

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

Boardroom 3-4, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong at 10: 00 a.m. on Thursday, 1 June 2017

''Board'' the board of Directors of the Company

''Bye-laws'' the Bye-laws of the Company as amended, supplemented or modified from time to time

''Close Associates'' shall have the meaning ascribed thereto in the Listing Rules

''Companies Act'' The Companies Act 1981 of Bermuda (as amended)

''Company'' China LotSynergy Holdings Limited, an exempted 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 People's Republic of China

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''Latest Practicable Date'' 19 April 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained herein

''Listing Rules'' The Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time)

''New Repurchase Mandate'' the proposed general mandate to be granted to the Directors

at the Annual General Meeting to permit the repurchase of Shares of up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution granting such mandate

''Notice of Annual General Meeting''

the notice to convene the Annual General Meeting dated 26 April 2017

''SFO'' The Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (as amended from time to time)

''Share(s)'' ordinary shares of HK$0.0025 each (or of such other nominal amount as shall result from a sub-division or a consolidation of such shares from time to time) in the capital of the Company

''Share Issue Mandate'' the proposed general mandate to be granted to the Directors

at the Annual General Meeting to permit the allotment and issue of new Shares or other securities in the Company of up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution granting such mandate

''Shareholders'' registered holders of Shares

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Subsidiary(ies)'' a company which is for the time being and from time to

time a subsidiary (within the meaning of Section 15 of the Companies Ordinance, Chapter 622 of the laws of Hong Kong) of the Company whether incorporated in Hong Kong,

Bermuda or elsewhere

''Takeover Code'' The Hong Kong Code on Takeovers and Mergers