Cogobuy : Notice Of The Extraordinary General Meeting

43061-01A 1..2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

COGOBUY GROUP

科 通 芯 城 集 團

(a company incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 400)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the ''EGM'') of Cogobuy Group (the ''Company'') will be held at IngDan Experience Center, Unit C101-103 First Floor, Production, Teaching and Research Base of China University of Geosciences, South Keyuan Road, High-Tech Industrial Park, Nanshan, Shenzhen 518057, China on Wednesday, 3 February 2016 at 4: 00

p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. ''THAT

the terms of the purchase option agreement (the ''Purchase Option Agreement'') (a copy of which has been produced to this meeting marked ''A'' and initialled by the chairman of the

meeting for identification) dated 11 December 2015 entered into by Qianhai Cogobuy.com (Shenzhen) Limited* (前海科通芯城通信技術(深圳)有限公司), Comtech Communication Technology (Shenzhen) Company Limited* (科通通信技術(深圳)有限公司) and Shenzhen Comtech Small Loan Limited Company* (深圳市科通小額貸款有限責任公司) and the

transactions contemplated thereunder be and are hereby approved, confirmed and ratified, and the directors of the Company be and are hereby authorized to do all things and acts and execute all documents (including under the seal of the Company) which they may consider necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the administrative nature or ancillary to the implementation of the transactions contemplated under the Purchase Option Agreement.''

By Order of the Board

COGOBUY GROUP

KANG Jingwei, Jeffrey

Chairman and Executive Director

Hong Kong, 18 January 2016

Notes:

1. All resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and the Company's articles of association. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

   
   

2. Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and on a poll, vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a shareholder of the Company.

   
   

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

   
   

4. For determining the entitlement to attend and vote at the EGM, the Register of Members of the Company will be closed from Friday, 29 January 2016 to Wednesday, 3 February 2016, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4: 30 p.m. on Thursday, 28 January 2016.

   
   

5. Shareholders should make their own decision as to whether they would attend the EGM under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

* For identification purposes only

As at the date of this announcement, the executive Directors of the Company are Mr. KANG Jingwei, Jeffrey, Mr. WU Lun Cheung Allen and Ms. NI Hong; the non-executive Director of the Company is Mr. GUO Jiang; and the independent non- executive Directors of the Company are Mr. ZHONG Xiaolin Forrest, Mr. YE Xin and Mr. YAN Andrew.