Yangtze Optical Fibre and Cable Joint Stock C : Circular for the Extraordinary General Meeting to be held on Thursday, February 21, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yangtze Optical Fibre and Cable Joint Stock Limited Company*, you should at once hand this circular together with the accompanying proxy form to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

Yangtze Optical Fibre and Cable Joint Stock Limited Company* ڗ࠭ΈᜄΈ᝙ٰ΅Ϟࠢʮ̡

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6869)

(1) PROPOSAL ON THE ESTIMATES OF THE 2019 ANNUAL TRANSACTION AMOUNTS

FOR THE RELATED PARTY TRANSACTIONS

DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

(2) PROPOSED ADOPTION OF EMPLOYEE SHARE OWNERSHIP PLAN

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out from pages 3 to 9 of this circular.

A notice convening the EGM to be held at Multi-Media Meeting Room, 201# Building, No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC on Thursday, February 21, 2019 at 2:30 p.m. is set out on pages 41 to 43 of this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. The proxy form should be returned by holder of H Shares to the Company's H share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, by hand or by post not less than 24 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to the Company's H share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong on or before Thursday, January 31, 2019.

References to time and dates in this circular are to Hong Kong time and dates.

* For identification purpose only

January 4, 2019

CONTENT
Page
DEFINITIONS ............................................................	1
LETTER FROM THE BOARD ...............................................	3
APPENDIX I - THE ESTIMATES OF THE 2019 ANNUAL TRANSACTION
AMOUNTS FOR THE RELATED PARTY TRANSACTIONS DURING THE
ORDINARY AND USUAL COURSE OF BUSINESS .............................	10
21
41

APPENDIX II

-

DRAFT OF EMPLOYEE SHARE OWNERSHIP PLAN ..........

NOTICE OF EXTRAORDINARY GENERAL MEETING ...........................

-i-

DEFINITIONS

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

"Articles of Association"

the articles of association of the Company, as amended from time to time

"Asset Management Program"

the Asset Management Program to be set up by an asset management organization entrusted by the Company for the Employee Share Ownership Plan

"Board"

the board of Directors of the Company

"Company"

"Company Law"

Yangtze Optical Fibre and Cable Joint Stock Limited Company* (ڗ࠭ΈᜄΈ᝙ٰ΅Ϟࠢʮ̡ ), a joint stock limited company incorporated in the PRC with limited liability, the A shares and H shares of which are listed on SSE and the Main Board of the Stock Exchange, respectively the Company Law of the People's Republic of China

"CSRC"

China Securities Regulatory Commission

"Director(s)"

the director(s) of the Company

"EGM"

an extraordinary general meeting of the Company to be held at Multi-Media Meeting Room, 201# Building, No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC on Thursday, February 21, 2019 at 2:30 p.m., or any adjournment thereof

"Employee Share Ownership

Plan"

the employee share ownership plan to be proposed and adopted by the Company at the EGM, pursuant to which, specific employees are rewarded indirectly with Shares by the Company in accordance with the terms of the employee share ownership plan

"Guiding Opinions"

the Guiding Opinions on Pilots of Listed Companies for Implementation of Employee Share Ownership Planᗫ׵ɪ ̹ʮ̡ྼ݄ࡰʈٰܵࠇྌ༊ᓃܸٙኬจԈ'

"H Share(s)"

overseas listed foreign shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange and traded in Hong Kong dollars (stock code: 6869)

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

*

For identification purposes only

DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
"Participants"	employees of the Company who participate in the Employee
Share Ownership Plan
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Securities Law"	the Securities Law of the People's Republic of China
"Shares"	H Shares
"Shareholders"	holders of shares of the Company
"SSE"	Shanghai Stock Exchange
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	percent
-2-

LETTER FROM THE BOARD

Yangtze Optical Fibre and Cable Joint Stock Limited Company* ڗ࠭ΈᜄΈ᝙ٰ΅Ϟࠢʮ̡

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6869)

Executive Directors:	Registered Office:
Mr. ZHUANG Dan	No. 9 Guanggu Avenue
Mr. Frank Franciscus DORJEE	East Lake High-tech Development Zone
Wuhan, Hubei Province
Non-executive Directors:	PRC
Mr. MA Jie (Chairman)
Mr. YAO Jingming	Principal Place of Business in Hong Kong:
Mr. Philippe Claude VANHILLE	Level 54
Mr. Pier Francesco FACCHINI	Hopewell Centre
Mr. XIONG Xiangfeng	183 Queen's Road East
Ms. ZHENG Huili	Hong Kong
Independent Non-executive Directors:
Dr. NGAI Wai Fung
Dr. IP Sik On Simon
Mr. LI Ping
Dr. LI Zhuo
To the Shareholders
Dear Sir or Madam,

January 4, 2019

(1) PROPOSAL ON THE ESTIMATES OF THE 2019 ANNUAL TRANSACTION AMOUNTS

FOR THE RELATED PARTY TRANSACTIONS

DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

(2) PROPOSED ADOPTION OF EMPLOYEE SHARE OWNERSHIP PLAN

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

*

For identification purposes only