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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited ("Stock Exchange") 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.

PINE TECHNOLOGY HOLDINGS LIMITED

松景科技控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1079) GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF RETIRING AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Unit 4608, 46/F., The Center, 99 Queen's Road Central, Central, Hong Kong on Wednesday, 8 November 2017 at 10:30

a.m. is set out on pages 14 to 17 of this circular. Whether you are able to attend or not, please complete and return the form of proxy accompanying this circular to the branch share registrar of the Company in Hong Kong as soon as possible and, in any event, not later than Monday, 6 November 2017 at 10:30 a.m. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting if you wish.

* For identification purpose only 4 October, 2017

Page

Letter from the Board - Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 - General Mandate to Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 - General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 - Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 - Re-appointment of Retiring Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 - Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 - Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 - Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 - Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 - General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . 6 Appendix II - Details of the Retiring Directors Proposed to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 PINE TECHNOLOGY HOLDINGS LIMITED

松景科技控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1079)

Executive Directors:

Mr. Zhang Sanhuo

(Chairman and Chief Executive Officer)

Mr. Chiu Hang Tai Mr. Chan Cheuk Ho

Independent Non-Executive Directors:

Mr. So Stephen Hon Cheung Mr. Zhou Chunsheng

Mr. Tian Hong

Registered Office: Clarendon House 2 Church Street

Hamilton HM11 Bermuda

Head Office and Principal Place of Business in Hong Kong:

Unit 1201, 12/F.,

148 Electric Road North Point

Hong Kong

4 October, 2017

To the shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, RE-APPOINTMENT OF RETIRING AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION

At the annual general meeting of PINE Technology Holdings Limited (the "Company", together with its subsidiaries, the "Group") to be held at Unit 4608, 46/F., The Center, 99 Queen's Road Central, Central, Hong Kong on Wednesday, 8 November 2017 at 10:30 a.m.

* For identification purpose only

(the "AGM"), resolutions will be proposed to approve, among others (i) the grant of general mandates to allot, issue and deal with new shares and to repurchase shares of the Company to the directors of the Company (the "Directors"); (ii) the re-election of retiring directors of the Company; and (iii) the re-appointment of retiring auditor of the Company.

GENERAL MANDATE TO ISSUE NEW SHARES

It will be proposed at the AGM two ordinary resolutions respectively granting to the Directors a general mandate to allot, issue and deal with new shares of the Company not exceeding 20% of the total number of shares of the Company in issue on the date of the resolution ("Issue Mandate") and adding to such general mandate so granted to the Directors any shares representing the aggregate number of shares repurchased by the Company after the granting of the below repurchase mandate in order to provide flexibility for issuing new shares when it is in the interests of the Company.

As disclosed in the announcement of the Company dated 21 September 2017, the Company and KCG Securities Asia Limited (the "Placing Agent") entered into a placing agreement, pursuant to which the Company has conditionally agreed to allot and issue, and the Placing Agent has conditionally agreed to place, on a best effort basis, up to 141,316,956 shares of the Company (the "Placing Shares") at HK$0.64 per Placing Share.

As at 28 September 2017 (the "Latest Practicable Date"), the total number of issued shares of the Company was 964,584,783 Shares. For illustration purpose only, subject to the passing of the relevant ordinary resolution to approve the Issue Mandate and on the basis that no further shares of the Company (the "Shares") are issued (including but not limited to, no Placing Shares have been allotted and issued on or before the AGM) or repurchased between the Latest Practicable Date and the AGM, the Company would be allowed under the Issue Mandate to allot a maximum of 192,916,956 Shares assuming the below repurchase mandate is not exercised.

If all Placing Shares have been allotted and issued on or before the AGM, the issued share capital of the Company would be increased to 1,105,901,739 Shares and subject to the passing of the relevant ordinary resolution to approve the Issue Mandate and on the basis that no other Shares are issued or repurchased between the Latest Practicable Date and the AGM, the Company would be allowed under the Issue Mandate to allot a maximum of 221,180,347 Shares assuming the below repurchase mandate is not exercised.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issue Mandate.

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed that the Directors be granted a general mandate to exercise all powers of the Company to repurchase issued and fully paid Shares on the Stock Exchange (the "Repurchase Mandate"). Under such mandate, the number

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