PDF《新焦点汽车技术控股有限公司 *》

7 6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

7 7. RECOMMENDATION

8 8. GENERAL INFORMATION

8 APPENDIX I C EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

9 APPENDIX II C DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING . .

12 NOTICE OF ANNUAL GENERAL MEETING

17 CONTENT C i C In this circular, the following expressions have the following meanings unless the context requires otherwise: Acquisition the acquisition of 100% of the equity interests in the Target Company by the Purchaser from the Vendor pursuant to the equity transfer agreement dated

2 March

2018 entered into between the Purchaser and the Vendor Annual General Meeting the annual general meeting of the Company to be held at No.

4589 Wai Qing Song Road, Qingpu District, Shanghai, the PRC on

29 June

2018 at 2:00 p.m. Articles the articles of association of the Company Audit Committee the audit committee of the Company Board the board of Directors Company New Focus Auto Tech Holdings Limited, a company incorporated in Cayman Islands with limited liability, whose shares are listed on the Main Board of the Stock Exchange Director(s) director(s) of the Company Group the Company and its subsidiaries HK$ Hong Kong dollars HLB HLB Hodgson Impey Cheng Limited, Certified Public Accountants Hong Kong The Hong Kong Special Administrative Region of the PRC Issuance Mandate has the meaning ascribed to it under paragraph 2(a) of the Letter from the Board in this circular KPMG KPMG, Certified Public Accountants Latest Practicable Date

25 May 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular Listing Rules the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited DEFINITIONS C

1 C Memorandum the memorandum of association of the Company PRC the People'

s Republic of China, which for the purpose of this circular excludes Hong Kong, the Macao Special Administrative Region of the People'

s Republic of China and Taiwan Proposed Change of Auditor the proposed retirement of KPMG as the auditor of the Group and the proposed appointment of HLB as the new auditor of the Group following the retirement of KPMG Purchaser Ningbo Meishan Bonded Port Area Chifeng Investment Management Co., Ltd* (宁波梅山保税港区 驰丰投资管理有限公司), a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company Repurchase Mandate has the meaning ascribed to it under paragraph 2(b) of the Letter from the Board in this circular RMB Renminbi, the lawful currency of the PRC Securities and Futures Ordinance the Securities and Futures Ordinance, Chapter

571 of the Laws of Hong Kong (as amended from time to time) Share(s) share(s) of HK$0.10 each in the share capital of the Company Shareholder(s) holder(s) of Shares Stock Exchange The Stock Exchange of Hong Kong Limited subsidiary has the meaning ascribed to it under the Listing Rules Takeovers Code the Codes on Takeovers and Mergers and Share Buy-backs Target Company Inner Mongolia Chuangying Automobile Co., Ltd.* (内蒙古创赢汽车有限公司), a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Vendor DEFINITIONS C

2 C Target Group the Target Company, the

35 operating companies and the operating subsidiary, further details of which are set out in the announcement of the Company dated