Sun King Power Electronics : Announcements and Notices - 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 notice, 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 notice.

(Incorporated in the Cayman Islands with limited liability)

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of directors and auditors for the year ended 31 December 2016.

2. To declare a final dividend of HK1.5 cent per share of the Company (the "Share(s)") for the year ended 31 December 2016 out of the share premium account of the Company.

3. (a) To re-elect the following retiring directors of the Company (the "Directors"):

4. Mr. Yue Zhoumin;

5. Mr. Chen Shimin;

6. Mr. Zhang Xuejun; and

7. Mr. Leung Ming Shu.

   (b) To authorise the board of Directors to fix the remuneration of the Directors.

8. To re-appoint Ernst & Young as the auditors of the Company, and authorise the board of Directors to fix their remuneration.

9. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. "That:

2. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional Shares in the capital of the Company or securities convertible into Shares, or options, warrants or similar rights to subscribe for Shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into the Shares) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

3. the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

4. the number of the Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (A) a Rights Issue (as hereinafter defined); or (B) the grant or exercise of any share option under the share option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of the Shares or rights to acquire the Shares; or (C) any scrip dividend or similar arrangements providing for the allotment of the Shares in lieu of the whole or part of a dividend on the Shares in accordance with the articles of association of the Company (the "Articles of Association"); or (D) any issue of the Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into the Shares, shall not exceed 20% of the total number of the issued Shares as at the date of passing this resolution and the approval shall be limited accordingly;

5. for the purpose of this resolution:-

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

7. the conclusion of the next annual general meeting of the Company unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;

8. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; and

9. the date on which such authority is revoked or varied by ordinary resolution of the shareholders of the Company (the "Shareholders") in general meeting; and

10. "Rights Issue" means an offer of the Shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for the Shares open for a period fixed by the Directors to holders of the Shares in the capital of the Company whose names appear on the register of shareholders on a fixed record date in proportion to their holdings of the Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws or requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."

11. "That:

12. subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under The Codes on Takeovers and Mergers and Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

13. the number of the Shares, which may be repurchased pursuant to the approval in paragraph

    (i) above, shall not exceed 10% of the total number of the issued Shares as at the date of passing of this resolution and the approval shall be limited accordingly;

14. subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

15. for the purpose of this resolution:-

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

16. the conclusion of the next annual general meeting of the Company unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;

17. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; and

18. the date on which such authority is revoked or varied by ordinary resolution of the Shareholders in general meeting."

19. "That conditional upon ordinary resolutions numbered 5(a) and 5(b) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares and to make or grant offers, agreements and options which may require the exercise of such powers pursuant to ordinary resolution numbered 5(a) set out in this notice be and is hereby extended by the addition to the total number of the issued Shares which may be allotted by the Directors pursuant to such general mandate the number of the issued Shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 5(b) set out in this notice, provided that such amount shall not exceed 10% of the total number of the issued Shares as at the date of passing of the resolutions."

By order of the board of Directors

Sun.King Power Electronics Group Limited Xiang Jie

Chairman

Hong Kong, 24 March 2017

Registered office:

Cricket Square Hutchins Drive

P.O. Box 2681 Grand Cayman KY1-1111

Cayman Islands

Headquarters:

Building 9-A

KongGangRongHuiYuan Yuhua Road

Tianzhu Airport Industrial Zone B Shunyi District

Beijing

People's Republic of China

Principal place of business in Hong Kong:

36th Floor, Tower Two, Times Square

1 Matheson Street Causeway Bay

Hong Kong