Yangtze Optical Fibre and Cable Joint Stock Limited Company* 長飛光纖光纜股份有限公司

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 supplemental circular together with the accompanying supplemental 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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* 長飛光纖光纜股份有限公司 (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 6869)

PROPOSAL ON THE REPORT ON THE USE OF PROCEEDS FROM THE GLOBAL OFFERING, PROPOSAL ON THE REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS, PROPOSAL ON THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS AND SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING ON MAY 23, 2017

This supplemental circular should be read in conjunction with the circular of the Company dated April 6, 2017.

A supplemental notice of the Second EGM, which will be held as originally scheduled at Multi-Media Meeting Room, 201# Building, No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC on Tuesday, May 23, 2017 at 10:00 a.m. is set out on pages 44 to 46 of this supplemental circular.

A supplemental proxy form for the Second EGM is enclosed with this supplemental circular. If you intend to appoint a proxy to attend the Second EGM, you are required to complete and return the accompanying supplemental proxy form in accordance with the instructions printed thereon. The supplemental proxy form should be returned to the Company’s H Share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for holder of H Shares, and to the Company’s Board of Directors’ Office, at No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC (Postal code: 430073), for holder of Domestic Shares by hand or by post not less than 24 hours before the time appointed for holding the Second EGM (i.e. not later than 10:00 a.m. on Monday, May 22, 2017) or any adjourned meeting thereof. Completion and return of the supplemental proxy form will not preclude you from attending and voting in person at the Second 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.

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

* For identification purposes only May 5, 2017 CONTENTS

Pages

DEFINITIONS ...... 1

LETTER FROM THE BOARD ...... 3

1. INTRODUCTION ...... 3

2. PROPOSAL ON THE REPORT ON THE USE OF PROCEEDS FROM THE GLOBAL OFFERING ...... 4

3. PROPOSAL ON THE REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS ...... 4

4. PROPOSAL ON THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS ...... 5

5. SECOND EGM ...... 6

6. RECOMMENDATION ...... 7

7. FURTHER INFORMATION ...... 7

APPENDIX I – REPORT ON THE USE OF PROCEEDS FROM THE GLOBAL OFFERING ...... 8

APPENDIX II – REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS ...... 12

APPENDIX III – THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS ...... 33

SUPPLEMENTAL NOTICE OF THE SECOND EGM ...... 44

–i– DEFINITIONS

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

“A Share(s)” ordinary share(s) of the Company, with a nominal value of RMB1.00 each, which are proposed to be issued by the Company pursuant to the A Share Offering and subscribed for in Renminbi

“A Share Offering” the Company’s proposed initial public offering of not more than 75,790,510 A Shares, which are proposed to be listed on the Shanghai Stock Exchange

“Articles of Association” the articles of association of the Company adopted on May 6, 2014 and effective from December 10, 2014, as amended from time to time

“associate(s)” has the meaning ascribed to it under the Listing Rules

“Board” the board of directors of the Company

“Company” Yangtze Optical Fibre and Cable Joint Stock Limited Company* (長飛光纖光纜股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange

“Director(s)” the directors of the Company

“Domestic Shares” ordinary shares of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi

“Global Offering” the issue of H shares of the Company by way of Hong Kong public offering and international offering in 2014

“Group” the Company and its subsidiaries

“H Shares” 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

* For identification purpose only

–1– DEFINITIONS

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“JPY” Japanese Yen, the lawful currency of Japan

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“PRC” the People’s Republic of China, and for the purpose of this supplemental circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Prospectus” the Company’s prospectus dated November 26, 2014

“RMB” Renminbi, the lawful currency of the PRC

“Second 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 Tuesday, May 23, 2017 at 10:00 a.m., or any adjournment thereof, to consider and, if thought fit, approve the proposed A Share Offering and the related proposals; it being the third extraordinary general meeting to be convened in the year 2017

“Share(s)” Domestic Shares and/or H Shares

“Shareholder(s)” holders of Shares

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“subsidiaries” has the meaning ascribed thereto under the Listing Rules

“US$” United States dollar, the lawful currency of the United States of America

–2– LETTER FROM THE BOARD

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

May 5, 2017

To the Shareholders

Dear Sir or Madam,

1. INTRODUCTION

References are made to the circular of the Company (“Original Circular”) and the notice of the Second EGM (“Original Notice”) dated April 6, 2017, which set out the time and venue of the Second EGM and contain the resolutions to be tabled before the Second EGM for approval by Shareholders. This supplemental circular should be read together with the Original Circular.

* For identification purpose only

–3– LETTER FROM THE BOARD

The purpose of this supplemental circular is to set out the supplemental notice of the Second EGM and to provide you with details regarding the ordinary resolutions to consider and approve (1) the proposal on the report on the use of proceeds from the Global Offering; (2) the proposal on the report on the related party transactions in the preceding three years; and (3) the proposal on the estimates of the 2017 annual transaction amounts for the transactions with the joint ventures and the associates during the ordinary and usual course of business. Save as set out in this supplemental circular, no changes have been made to matters in relation to the Second EGM as set out in the Original Circular and the Original Notice.

2. PROPOSAL ON THE REPORT ON THE USE OF PROCEEDS FROM THE GLOBAL OFFERING

In accordance with the requirements under the relevant PRC laws and regulations, the Company has prepared a report on the use of proceeds raised from the Global Offering.

On December 10, 2014, the H Shares were listed on the Main Board of the Stock Exchange. A total of 159,870,000 H Shares with nominal value of RMB1.00 each of the Company were issued at HK$7.39 per H Share. The net proceeds from the Global Offering (after deducting underwriting fees and related offering expenses) amounted to approximately RMB892 million (equivalent to approximately HK$1,130 million). The Company confirmed that the actual use of proceeds from the Global Offering were in line with the relevant disclosure in relevant periodic reports and other public disclosure of the Company since the completion of the Global Offering.

Details of the report on the use of proceeds from the Global Offering are set out in Appendix I to this supplemental circular.

This proposal has been approved by the Board, and shall be submitted to the Second EGM for consideration and approval by way of an ordinary resolution pursuant to Article 60(1) of the existing Articles of Association.

3. PROPOSAL ON THE REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

In preparation for the application for the offering and listing of the A Shares, the Company has formulated a report on the related party transactions for the period from January 1, 2014 to December 31, 2016. The report is prepared in relation to the related party transactions of the Group as defined under the Accounting Standards for Business Enterprises as well as the relevant PRC laws, regulations and regulatory opinions.

Details of the report on the related party transactions in the preceding three years are set out in Appendix II to this supplemental circular.

–4– LETTER FROM THE BOARD

In accordance with the applicable PRC laws and regulations and the Articles of Association, Mr. Zhuang Dan, Mr. Ma Jie, Mr. Philippe Claude Vanhille, Mr. Pier Francesco Facchini and Mr. Xiong Xiangfeng, as Directors, have abstained from voting on the relevant Board resolutions by virtue of their positions held in the counterparties to the transactions or the holding companies of the counterparties to the transactions. Each section in the report as set out in Appendix II to this supplemental circular will be voted individually and pursuant to Article 10.2.2 of the Stock Listing Rules of the Shanghai Stock Exchange《上海證券交易所股票上市規 ( 則》), related Shareholders including Draka Comteq B.V., China Huaxin Post and Telecommunication Economy Development Center, Wuhan Yangtze Communications Industry Group Co., Limited, Wuhan Ruitu Management Consulting Partnership Enterprise, Wuhan Ruiteng Management Consulting Partnership Enterprise, Wuhan Ruihong Management Consulting Partnership Enterprise and Wuhan Ruiyue Management Consulting Partnership Enterprise will abstain from voting on the ordinary resolutions in relation to those sections of the report which contain details of transactions relating to these parties. This proposal has been approved by the Board, and shall be submitted to the Second EGM for consideration and approval by way of ordinary resolutions pursuant to Article 10.2.5 of the Stock Listing Rules of the Shanghai Stock Exchange《上海證券交易所股票上市規則》 ( ).

4. PROPOSAL ON THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

Pursuant to the Company Law of the People’s Republic of China, the Accounting Standards for Business Enterprises and other applicable PRC laws and regulations, the Company has prepared an estimate on the 2017 annual transaction amounts for the transactions with its joint ventures and associates during the ordinary and usual course of business. The transactions listed in the estimates did not and will not constitute notifiable transactions or connected transactions of the Company under Chapter 14 and Chapter 14A of the Listing Rules.

Details of the estimates of the 2017 annual transaction amounts for the transactions with the joint ventures and the associates during the ordinary and usual course of business are set out in Appendix III to this supplemental circular.

It is proposed that the Board or such persons as authorized by the Board, be authorized by the general meeting to enter into specific business agreements with the joint ventures and associates from time to time in the year 2017 within the limits of the estimates on the transaction amounts, for each transaction contemplated under this proposal during the ordinary and usual course of business.

–5– LETTER FROM THE BOARD

In accordance with the applicable PRC laws and regulations and the Articles of Association, Mr. Zhuang Dan, as a Director, has abstained from voting on the relevant Board resolutions by virtue of his positions held in the counterparties to the transactions. This proposal has been approved by the Board, and shall be submitted to the Second EGM for consideration and approval by way of an ordinary resolution pursuant to Article 60(6) of the existing Articles of Association, and in preparation for the regulatory or guidance opinions which may be provided by the relevant PRC regulatory authorities from time to time during the application process of the proposed A Share Offering.

5. SECOND EGM

A supplemental notice convening the Second EGM to be held as originally scheduled at Multi-Media Meeting Room, 201# Building, No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC on Tuesday, May 23, 2017 at 10:00 a.m. is set out on pages 44 to 46 of this supplemental circular.

A supplemental proxy form in respect of the ordinary resolutions to consider and approve the proposal on the report on the use of proceeds from the Global Offering, the proposal on the report on the related party transactions in the preceding three years and the proposal on the estimates of the 2017 annual transaction amounts for the transactions with the joint ventures and the associates during the ordinary and usual course of business is enclosed with this supplemental circular. The proxy form issued by the Company along with the circular of the Company dated April 6, 2017 (the “Original Proxy Form”) will remain valid and effective to the fullest extent applicable if correctly completed and lodged with the H Share registrar of the Company or the Company’s Board of Directors’ Office.

Shareholders entitled to attend and vote at the Second EGM may appoint one or more proxies to attend and vote in their stead. For the avoidance of doubt, should the proxies being appointed to attend the Second EGM under each of the Original Proxy Form and the supplemental proxy form are different and more than one of the proxies attended the Second EGM, only the proxy validly appointed under the Original Proxy Form shall be designated to vote at the Second EGM.

Please refer to the Original Notice for details in respect of other resolutions to be passed at the Second EGM, eligibility for attending the Second EGM, proxy, registration procedures, closure of register of members and other relevant matters.

–6– LETTER FROM THE BOARD

6. RECOMMENDATION

The Board considers that the proposal on the report on the use of proceeds from the Global Offering, the proposal on the report on the related party transactions in the preceding three years and the proposal on the estimates of the 2017 annual transaction amounts for the transactions with the joint ventures and the associates during the ordinary and usual course of business are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the relevant ordinary resolutions to be proposed at the Second EGM.

7. FURTHER INFORMATION

Your attention is drawn to the additional information set out in the appendices to this supplemental circular.

Yours faithfully For and on behalf of the Board Yangtze Optical Fibre and Cable Joint Stock Limited Company* 長飛光纖光纜股份有限公司 Ma Jie Chairman

* For identification purpose only

–7– APPENDIX I REPORT ON THE USE OF PROCEEDS FROM THE GLOBAL OFFERING

The English version of the contents in this Appendix is an unofficial translation of its Chinese version. In case of any inconsistency, the Chinese version shall prevail.

Subsequent to the obtaining of the approval from the China Securities Regulatory Commission pursuant to its Approval Letter for the Issuance of Overseas-listed Foreign Shares of Yangtze Optical Fibre and Cable Joint Stock Limited Company (CSRC Approval [2014] No. 1091) and the formal approval from the Stock Exchange, the Company was listed on the Stock Exchange on December 10, 2014 and issued a total of 159,870,000 overseas-listed H Shares. The use of the relevant proceeds are reported as follows:

I. PROCEEDS FROM THE GLOBAL OFFERING

The Company issued shares with a nominal value of RMB1.00 per share through the Global Offering at an offer price of HK$7.39 per share. After deducting the underwriting fees and related offering expenses, the net proceeds amounted to HK$1,130 million (equivalent to RMB892 million).

As of December 10, 2014, the aforesaid proceeds from the Global Offering had been made available to the Company, and had been verified and confirmed in the KPMG HUAZHEN NO. 1500926 YAN ZI Verification Report issued by KPMG Huazhen LLP (Special General Partnership). The aggregate amount of the proceeds was HK$1,145,682,638.77, equivalent to RMB904,287,307.78 (after deducting the listing expenses which could offset the share premium), had been respectively deposited in the designated bank accounts for the proceeds opened by the Company at the Bank of China (Hong Kong) Limited, the Bank of Communications Co., Ltd. Hong Kong Branch and the Industrial Bank Hong Kong Branch.

–8– II. THE ACTUAL USE OF PROCEEDS FROM THE GLOBAL OFFERING PROCEEDS OF USE THE ON REPORT I APPENDIX

1. Comparison table of the use of proceeds from the Global Offering Unit: RMB in millions

Amount of net proceeds: 892.4 Aggregate amount of proceeds used: 892.4 Amount of proceeds the use of which had been changed: 0

Percentage of proceeds the use of which had been changed: 0 Total amount of proceeds used in respective years: 892.4

Aggregate amount of proceeds Investment purposes Total amount of proceeds invested invested as of the cut-off date Difference between Estimated date the actual amount on which such invested and the purpose would be Amount committed to Amount committed to Amount committed to Amount committed to committed realized (or the stage Committed Actual investment be invested before be invested after Actual amount be invested before be invested after Actual amount amount after of completion as of No. investment purposes purposes fund-raising fund-raising invested fund-raising fund-raising invested fund-raising the cut-off date)

1 Global purchase of Global purchase of 178.5 178.5 178.5 178.5 178.5 178.5 0 raw materials raw materials

2 Constructing the Constructing the 241.0 241.0 241.0 241.0 241.0 241.0 0 phase I project of phase I project of YOFC Science & YOFC Science & Technology Park in Technology Park in Wuhan Wuhan

–9– 3 Research and Research and 116.0 116.0 116.0 116.0 116.0 116.0 0 development development projects on projects on alternative optical alternative optical OFFERING GLOBAL THE FROM fibre preform fibre preform production production processes processes Amount of net proceeds: 892.4 PROCEEDS OF USE THE ON REPORT Aggregate I APPENDIX amount of proceeds used: 892.4 Amount of proceeds the use of which had been changed: 0

Percentage of proceeds the use of which had been changed: 0 Total amount of proceeds used in respective years: 892.4

4 Establishment of Establishment of 89.2 89.2 89.2 89.2 89.2 89.2 0 overseas production overseas production bases bases

5 Repayment of Repayment of 178.5 178.5 178.5 178.5 178.5 178.5 0 bank loans bank loans

6 Replenishment of Replenishment of 89.2 89.2 89.2 89.2 89.2 89.2 0 working capital working capital

Total 892.4 892.4 892.4 892.4 892.4 892.4 0 –10– RMTEGOA OFFERING GLOBAL THE FROM

Note: The cut-off date for the abovementioned use of proceeds from the Global Offering is December 31, 2016. APPENDIX I REPORT ON THE USE OF PROCEEDS FROM THE GLOBAL OFFERING

2. Change in the actual investment purposes of the proceeds from the Global Offering

None.

3. External transfer or replacement of investment purposes of the proceeds from the Global Offering

None.

4. Status of use of idle proceeds

None.

5. Comparison between the use of proceeds from the Global Offering and the periodic reports of the Company

The Company has compared item by item the actual use of the proceeds from the Global Offering with the relevant disclosure in the related periodic reports and other disclosure documents of the Company since the completion of the Global Offering on December 10, 2014, and the actual use of proceeds is consistent with the relevant disclosure.

III. THE ECONOMIC BENEFITS GENERATED BY THE INVESTMENT PURPOSES USING THE PROCEEDS FROM THE GLOBAL OFFERING

No forecast of the economic benefits to be generated from the investment purposes of the proceeds from the Global Offering was made by the Company in the disclosure documents in relation to the Global Offering.

IV. CONCLUSION

The Board believes that, the proceeds from the Global Offering were used in accordance with the plan for the use of proceeds as disclosed in the Prospectus issued in 2014 in connection with the issue of overseas-listed H Shares and the section headed “II. The Actual Use of Proceeds from the Global Offering” above. All Directors of the Company warrants that this report contains no false representations, misleading statements or material omissions and shall be jointly and severally liable for the authenticity, accuracy and completeness of the contents.

–11– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

The English version of the contents in this Appendix is an unofficial translation of its Chinese version. In case of any inconsistency, the Chinese version shall prevail.

In preparation for the application for the initial public offering and listing of the RMB ordinary shares (A Shares) in the PRC, the Company has formulated a report on the related party transactions for the period from January 1, 2014 to December 31, 2016, which is set out as follows:

I. TRANSACTIONS WITH RELATED PARTIES#

A. REGULAR RELATED PARTY TRANSACTIONS

1. Purchase of goods from related parties during the reporting period

Subject of the Counterparty transaction Transaction Amount (RMB Yuan) 2016 2015 2014

Shantou Hi-Tech Zone Ao Xing Purchase of 248,946,399 213,933,418 246,314,748 Optical Communication goods Equipment Co., Ltd. (汕頭高新區奧星光通信設備有限公司)

Yangtze Optical Fibre and Cable Purchase of 556,211,960 368,776,814 318,366,874 Sichuan Co., Ltd. goods (長飛光纖光纜四川有限公司)

Yangtze Zhongli Optical Fibre and Purchase of 206,359,467 180,636,739 170,473,570 Cable (Jiangsu) Co., Ltd. goods (江蘇長飛中利光纖光纜有限公司)

Tianjin YOFC XMKJ Optical Purchase of 1,028,563,880 808,580,983 513,816,011 Communications Co., Ltd. goods (天津長飛鑫茂光通信有限公司)

# Excluding Draka Comteq B.V., China Huaxin Post and Telecommunication Economy Development Center, Wuhan Yangtze Communications Industry Group Co., Ltd., Wuhan Ruitu Management Consulting Partnership Enterprise, Wuhan Ruiteng Management Consulting Partnership Enterprise, Wuhan Ruihong Management Consulting Partnership Enterprise and Wuhan Ruiyue Management Consulting Partnership Enterprise and/or counterparties that have relationships with them.

–12– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

Subject of the Counterparty transaction Transaction Amount (RMB Yuan) 2016 2015 2014

Tianjin YOFC XMKJ Optical Purchase of 324,759,639 325,617,406 200,558,183 Cable Co., Ltd. goods (天津長飛鑫茂光纜有限公司)

Yangtze (Wuhan) Optical Purchase of 14,765 – 57,436 System Corp. goods (長飛（武漢）光系統股份有限公司)

Shenzhen SDGI Optical Fibre Purchase of 10,039,795 4,908,873 – Co., Ltd. (深圳特發信息光纖 goods 有限公司)

Wuhan Guangyuan Electronic Purchase of 10,026,498 13,612,250 13,127,903 Technology Co., Ltd. goods (武漢光源電子科技有限公司)

Wuhan Yunjingfei Optical Fibre Purchase of 27,933,286 30,683,229 26,330,393 Materials Co., Ltd. goods (武漢雲晶飛光纖材料有限公司)

–13– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

2. Sale of goods to related parties and collection of technology usage fees from related parties during the reporting period

Subject of the Counterparty transaction Transaction Amount (RMB Yuan) 2016 2015 2014

Shantou Hi-Tech Zone Ao Xing Sale of products 316,541,332 206,487,554 224,219,071 Optical Communication Equipment Co., Ltd. (汕頭高新區奧星光通信設備有限公司)

Yangtze Optical Fibre and Cable Sale of products 332,632,319 223,765,979 225,271,849 Sichuan Co., Ltd. (長飛光纖光纜四川有限公司)

Yangtze Optical Fibre and Cable Technology – – 400,000 Sichuan Co., Ltd. usage fees (長飛光纖光纜四川有限公司)

Yangtze Zhongli Optical Fibre and Sale of products 358,978,061 268,731,413 207,532,493 Cable (Jiangsu) Co., Ltd. (江蘇長飛中利光纖光纜有限公司)

Tianjin YOFC XMKJ Optical Sale of products 773,368,242 545,747,693 296,619,917 Communications Co., Ltd. (天津長飛鑫茂光通信有限公司)

Tianjin YOFC XMKJ Optical Technology 4,400,000 4,400,001 4,400,000 Communications Co., Ltd. usage fees (天津長飛鑫茂光通信有限公司)

Tianjin YOFC XMKJ Optical Sale of products 178,390,318 170,426,706 150,701,858 Cable Co., Ltd. (天津長飛鑫茂光纜有限公司)

Tianjin YOFC XMKJ Optical Technology 1,500,000 1,500,000 1,500,000 Cable Co., Ltd. usage fees (天津長飛鑫茂光纜有限公司)

–14– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

Subject of the Counterparty transaction Transaction Amount (RMB Yuan) 2016 2015 2014

Yangtze (Wuhan) Sale of products 16,343,289 17,085,329 11,193,334 Optical System Corp. (長飛（武漢）光系統股份有限公司)

Shenzhen SDGI Optical Fibre Sale of products 279,248,311 264,969,102 203,363,480 Co., Ltd. (深圳特發信息光纖有限公司)

YOFC-Yadanarbon Fibre Co., Ltd. Sale of products 18,341,815 20,498,040 –

–15– 3. Lease transactions between the Company and related parties during the reporting period TRANSACTIONS PARTY RELATED THE ON REPORT II APPENDIX

Address of Leased Commencement Lessor Lessee Property Area Rental Date Expiry Date Leasing Revenue (RMB Yuan) Use (square (square meters/ meters) month) 2016 2015 2014

Company Yangtze (Wuhan) Optical Portion of the factory and 1,021 30.00 January 1, December 31, 367,560 367,560 367,560 Industrial factory and System Corp. basic ancillary facilities 2014 2016 office (長飛（武漢）光系統 of 201 building, No.9 股份有限公司) Guanggu Avenue, Wuhan

Company Wuhan Yunjingfei Optical No. 7 building of South 2,787.83 13.00 January 1, December 31, 432,000 432,000 432,000 Ancillary rooms in Fibre Materials Co., Ltd. Factory District, No. 9 2013 2027 the optical fibre (武漢雲晶飛光纖材料 Guanggu Avenue, south factory 有限公司) Wuhan –16– NTEPEEIGTREYEARS THREE PRECEDING THE IN APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

4. Leasing of equipment to a related party during the reporting period

Leased Commencement Lessor Lessee Equipment Rental Date Expiry Date Leasing Revenue (RMB Yuan) (RMB/ month) 2016 2015 2014

Company Tianjin YOFC XMKJ Optical Machinery 284,900 April 19, April 18, 2,393,162 – – Communications Co., Ltd. 2016 2021 (天津長飛鑫茂光通信有限公司)

5. Remuneration of key management personnel

Unit of Currency: RMB Yuan

Subject 2016 2015 2014

Remuneration of Key 36,793,826 31,832,450 17,686,251 Management Personnel

–17– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

B. OCCASIONAL RELATED PARTY TRANSACTIONS

1. Decision-making process for occasional related party transactions

Material occasional related party transactions of the Company during the reporting period have been considered and affirmed by the Board and at shareholders’ meetings.

2. Loan transactions with related parties

Amount of Commencement Repayment Related Party the Loan Date Date (RMB Yuan)

Loans to: Yangtze Optical Fibre and 10,000,000 September 17, September 17, Cable Sichuan Co., Ltd. 2015 2017 (長飛光纖光纜四川有限公司)

Yangtze Optical Fibre and 10,000,000 December 1, December 1, Cable Sichuan Co., Ltd. 2015 2017 (長飛光纖光纜四川有限公司)

Yangtze Optical Fibre and 10,000,000 January 5, January 5, Cable Sichuan Co., Ltd. 2016 2018 (長飛光纖光纜四川有限公司)

Yangtze Optical Fibre and 20,000,000 June 28, 2016 June 28, 2017 Cable Sichuan Co., Ltd. (長飛光纖光纜四川有限公司)

Yangtze Optical Fibre and 20,000,000 October 28, October 28, Cable Sichuan Co., Ltd. 2016 2019 (長飛光纖光纜四川有限公司)

–18– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

II. OUTSTANDING BALANCE WITH RELATED PARTIES AT THE END OF THE PERIOD

1. Receivables and payables

(1) Receivables from related parties

Unit of Currency: RMB Yuan

2016 Outstanding Provision Book for Bad Subject Matter Related Party Balance Debts

Receivables Wuhan Yangtze Optical 186,570 – Technology Co., Ltd. (武漢長光科技有限公司)

Receivables Singapore Cables 595,652 – Manufacturers Pte Ltd.

Receivables Prysmian Wuxi Cable 4,910,257 – Co.,Ltd.(無錫普睿司曼電纜有限公司)

Receivables Yangtze Optical Fibre and 46,931,289 – Cable (Shanghai) Co., Ltd. (長飛光纖光纜（上海）有限公司)

Receivables Shantou Hi-Tech Zone 7,167,035 – Ao Xing Optical Communication Equipment Co., Ltd. (汕頭高新區奧星光通信設備有限公司)

Receivables Yangtze Optical Fibre and 400,670 – Cable Sichuan Co., Ltd. (長飛光纖光纜四川有限公司)

–19– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

Unit of Currency: RMB Yuan

2016 Outstanding Provision Book for Bad Subject Matter Related Party Balance Debts

Receivables Yangtze Zhongli Optical 46,382,014 – Fibre and Cable (Jiangsu) Co.,Ltd.(江蘇長飛中利光纖光纜有限公司)

Receivables Tianjin YOFC XMKJ Optical 6,159,248 – Communications Co., Ltd. (天津長飛鑫茂光通信有限公司)

Receivables Yangtze (Wuhan) Optical 7,658 – System Corp. (長飛（武漢）光系統股份有限公司)

Receivables Shenzhen SDGI Optical Fibre 38,595,437 – Co., Ltd. (深圳特發信息光纖有限公司)

Receivables YOFC-Yadanarbon 16,819,120 – Fibre Co., Ltd.

Receivables China Huaxin Post and 106,877 – Telecommunication Economy Development Center (中國華信郵電經濟開發中心)

Receivables Alcatel-Lucent Shanghai Bell 275,700 – Co.,Ltd.(上海貝爾股份有限公司)

Other Wuhan Yangtze Optical 2,217,146 – receivables Technology Co., Ltd. (武漢長光科技有限公司)

Other Yangtze Optical Fibre and 40,224,458 – receivables Cable Sichuan Co., Ltd. (長飛光纖光纜四川有限公司)

–20– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

Unit of Currency: RMB Yuan

2016 Outstanding Provision Book for Bad Subject Matter Related Party Balance Debts

Other YOFC-Yadanarbon 80,631 – receivables Fibre Co., Ltd.

Other Shin-Etsu YOFC (Hubei) 574,021 – receivables Optical Preform Co., Ltd. (長飛信越（湖北）光棒有限公司)

Prepayments Draka Comteq France S.A.S. 427,974 –

Prepayments Draka Comteq Fibre B.V. 2,966,372 –

Prepayments Yangtze Optical Fibre and 97,696 – Cable Sichuan Co., Ltd. (長飛光纖光纜四川有限公司)

Dividend Yangtze Optical Fibre and 10,406,910 – receivables Cable (Shanghai) Co., Ltd. (長飛光纖光纜（上海）有限公司)

Dividend Tianjin YOFC XMKJ Optical 18,081,000 – receivables Communications Co., Ltd. (天津長飛鑫茂光通信有限公司)

Dividend Wuhan Guangyuan 522,213 – receivables Electronic Technology Co., Ltd. (武漢光源電子科技有限公司)

Other Yangtze Optical Fibre and 30,000,000 – non-current Cable Sichuan Co., Ltd. assets (長飛光纖光纜四川有限公司)

–21– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

Unit of Currency: RMB Yuan

2015 Outstanding Provision Book for Bad Subject Matter Related Party Balance Debts

Receivables Wuhan Yangtze Optical 186,570 – Technology Co., Ltd. (武漢長光科技有限公司)

Receivables Singapore Cables 6,873,463 – Manufacturers Pte Ltd.

Receivables Prysmian Wuxi Cable Co., 15,280,346 – Ltd. (無錫普睿司曼電纜有限公司)

Receivables Yangtze Optical Fibre and 31,491,978 – Cable (Shanghai) Co., Ltd. (長飛光纖光纜（上海）有限公司)

Receivables Yangtze Zhongli Optical 56,848,172 – Fibre and Cable (Jiangsu) Co.,Ltd.(江蘇長飛中利光纖光纜有限公司)

Receivables Yangtze (Wuhan) Optical 4,340,723 – System Corp. (長飛（武漢）光系統股份有限公司)

Receivables Shenzhen SDGI Optical Fibre 95,019,626 – Co., Ltd. (深圳特發信息光纖有限公司)

Receivables YOFC-Yadanarbon 16,176,020 – Fibre Co., Ltd.

Receivables China Huaxin Post and 961,894 – Telecommunication Economy Development Center (中國華信郵電經濟開發中心)

Other Wuhan Yangtze Optical 2,517,146 – receivables Technology Co., Ltd. (武漢長光科技有限公司)

–22– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

Unit of Currency: RMB Yuan

2015 Outstanding Provision Book for Bad Subject Matter Related Party Balance Debts

Other Yangtze Optical Fibre and 23,365 – receivables Cable (Shanghai) Co., Ltd. (長飛光纖光纜（上海）有限公司)

Other Yangtze Optical Fibre and 163,653 – receivables Cable Sichuan Co., Ltd. (長飛光纖光纜四川有限公司)

Other YOFC-Yadanarbon 73,722 – receivables Fibre Co., Ltd.

Prepayments Draka Comteq Fibre B.V. 1,602,197 –

Dividend Yangtze Optical Fibre and 14,008,407 – receivables Cable (Shanghai) Co., Ltd. (長飛光纖光纜（上海）有限公司)

Dividend Yangtze Zhongli Optical 8,517,614 – receivables Fibre and Cable (Jiangsu) Co.,Ltd.(江蘇長飛中利光纖光纜有限公司)

Dividend Tianjin YOFC XMKJ Optical 18,081,000 – receivables Communications Co., Ltd. (天津長飛鑫茂光通信有限公司)

Dividend Yangtze (Wuhan) Optical 3,186,211 – receivables System Corp. (長飛（武漢）光系統股份有限公司)

Dividend Wuhan Guangyuan 522,213 – receivables Electronic Technology Co.,Ltd.(武漢光源電子科技有限公司)

Other Yangtze Optical Fibre and 20,000,000 – non-current Cable Sichuan Co., Ltd. assets (長飛光纖光纜四川有限公司)

–23– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

Unit of Currency: RMB Yuan

2014 Outstanding Provision Book for Bad Subject Matter Related Party Balance Debts

Receivables Wuhan Yangtze Optical 186,570 – Technology Co., Ltd. (武漢長光科技有限公司)

Receivables Singapore Cables 4,568,286 – Manufacturers Pte Ltd.

Receivables Prysmian Wuxi Cable Co., 3,311,170 – Ltd. (無錫普睿司曼電纜有限公司)

Receivables Yangtze Optical Fibre and 32,705,748 – Cable (Shanghai) Co., Ltd. (長飛光纖光纜（上海）有限公司)

Receivables Shantou Hi-Tech Zone 66,341,037 – Ao Xing Optical Communication Equipment Co., Ltd. (汕頭高新區奧星光通信設備有限公司)

Receivables Yangtze Zhongli Optical 42,506,943 – Fibre and Cable (Jiangsu) Co.,Ltd.(江蘇長飛中利光纖光纜有限公司)

Receivables Shenzhen SDGI Optical Fibre 62,483,306 – Co.,Ltd.(深圳特發信息光纖有限公司)

Receivables China Huaxin Post and 763,576 – Telecommunication Economy Development Center (中國華信郵電經濟開發中心)

Receivables Alcatel-Lucent Shanghai 916,426 – Bell Co., Ltd. (上海貝爾股份有限公司)

–24– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

Unit of Currency: RMB Yuan

2014 Outstanding Provision Book for Bad Subject Matter Related Party Balance Debts

Other Wuhan Yangtze Optical 2,517,146 – receivables Technology Co., Ltd. (武漢長光科技有限公司)

Other Draka Comteq Fibre B.V. 3,728,578 – receivables

Other Yangtze Optical Fibre and 6,416 – receivables Cable (Shanghai) Co., Ltd. (長飛光纖光纜（上海）有限公司)

Other Yangtze Optical Fibre and 53,861 – receivables Cable Sichuan Co., Ltd. (長飛光纖光纜四川有限公司)

Dividend Yangtze Optical Fibre and 8,520,210 – receivables Cable (Shanghai) Co., Ltd. (長飛光纖光纜（上海）有限公司)

Dividend Yangtze Zhongli Optical 7,652,523 – receivables Fibre and Cable (Jiangsu) Co.,Ltd.(江蘇長飛中利光纖光纜有限公司)

Dividend Tianjin YOFC XMKJ Optical 18,081,000 – receivables Communications Co., Ltd. (天津長飛鑫茂光通信有限公司)

Dividend Yangtze (Wuhan) Optical 4,826,291 – receivables System Corp. (長飛（武漢）光系統股份有限公司)

Dividend Wuhan Guangyuan 522,213 – receivables Electronic Technology Co., Ltd. (武漢光源電子科技有限公司)

–25– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

(2) Payables to related parties

Unit of Currency: RMB Yuan

Subject matter Related Party 2016 2015 2014

Payables Draka Comteq France – 7,797,940 – S.A.S.

Payables Draka Comteq Fibre B.V. 4,080,962 2,748,536 1,727,544

Payables Draka Communications – – 96,590 Americas Inc.

Payables Yangtze Optical Fibre and 779,465 49,231 300,831 Cable (Shanghai) Co., Ltd. (長飛光纖光纜（上海）有限公司)

Payables Shantou Hi-Tech Zone Ao 272,658 12,891,867 79,499,547 Xing Optical Communication Equipment Co., Ltd. (汕頭高新區奧星光通信設備有限公司)

Payables Yangtze Optical Fibre and 38,381,626 14,422,411 9,500,484 Cable Sichuan Co., Ltd. (長飛光纖光纜四川有限公司)

Payables Yangtze Zhongli Optical 294,356 146,732 1,346,693 Fibre and Cable (Jiangsu) Co., Ltd. (江蘇長飛中利光纖光纜有限公司)

Payables Tianjin YOFC XMKJ Optical 89,231,299 37,181,685 48,118,462 Communications Co., Ltd. (天津長飛鑫茂光通信有限公司)

Payables Tianjin YOFC XMKJ Optical 35,661,647 42,452,204 9,711,501 Cable Co., Ltd. (天津長飛鑫茂光纜有限公司)

–26– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

Unit of Currency: RMB Yuan

Subject matter Related Party 2016 2015 2014

Payables Yangtze (Wuhan) Optical – – 16,964 System Corp. (長飛（武漢）光系統股份有限公司)

Payables Wuhan Guangyuan 3,725,531 3,311,593 2,817,207 Electronic Technology Co., Ltd. (武漢光源電子科技有限公司)

Payables Wuhan Yunjingfei Optical 14,182,195 11,458,010 13,052,435 Fibre Materials Co., Ltd. (武漢雲晶飛光纖材料有限公司)

Other payables Draka Comteq Fibre B.V. 33,501,623 30,981,612 25,630,634

Prepayment Singapore Cables 21,435 – 21,294 received Manufacturers Pte Ltd.

Prepayment Yangtze Zhongli Optical 1,755 – – received Fibre and Cable (Jiangsu) Co., Ltd. (江蘇長飛中利光纖光纜有限公司)

Prepayment Tianjin YOFC XMKJ Optical – 3,197,999 – received Communications Co., Ltd. (天津長飛鑫茂光通信有限公司)

Prepayment Shenzhen SDGI Optical Fibre 540,000 – 40,000 received Co., Ltd. (深圳特發信息光纖有限公司)

Prepayment YOFC-Yadanarbon – 16,446,198 – received Fibre Co., Ltd.

–27– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

Unit of Currency: RMB Yuan

Subject matter Related Party 2016 2015 2014

Deferred income Tianjin YOFC XMKJ Optical 10,266,666 14,666,667 19,066,667 Communications Co., Ltd. (天津長飛鑫茂光通信有限公司)

Deferred income Tianjin YOFC XMKJ Optical 4,000,000 5,500,000 7,000,000 Cable Co., Ltd. (天津長飛鑫茂光纜有限公司)

Deferred income Wuhan Yunjingfei Optical 4,752,000 5,184,000 5,616,000 Fibre Materials Co., Ltd. (武漢雲晶飛光纖材料有限公司)

III. TRANSACTIONS WITH COUNTERPARTIES HAVING RELATIONSHIPS WITH DRAKA COMTEQ B.V.

1. Purchase of goods from related parties and the payment of technology usage fees to related parties during the reporting period

Subject of the Counterparty transaction Transaction Amount (RMB Yuan) 2016 2015 2014

Draka Comteq France S.A.S. Purchase of 35,895,329 11,699,325 7,901,235 goods

Draka Comteq Fibre B.V. Purchase of 57,349,664 27,745,884 10,131,647 goods

Draka Comteq Fibre B.V. Technology 33,774,639 30,981,612 25,630,634 usage fees

Prysmian Fibras Oticas Brasil Ltda Purchase of 5,178,504 – – goods

Prysmian Wuxi Cable Co., Ltd. Purchase of – 5,480,569 755,381 (無錫普睿司曼電纜有限公司) goods

Yangtze Optical Fibre and Cable Purchase of 244,339,448 224,493,103 184,833,244 (Shanghai) Co., Ltd. goods (長飛光纖光纜（上海）有限公司)

–28– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

2. Sale of goods to related parties during the reporting period

Subject of the Counterparty transaction Transaction Amount (RMB Yuan) 2016 2015 2014

Draka Comteq France S.A.S. Sale of products – – 102,651

Singapore Cables Manufacturers Sale of products 27,708,729 13,593,942 16,049,059 Pte Ltd.

Prysmian Draka Brasil S.A. Sale of products – – 5,584,657

Prysmian Wuxi Cable Co., Ltd. Sale of products 24,923,351 57,941,046 40,563,644 (無錫普睿司曼電纜有限公司)

Yangtze Optical Fibre and Cable Sale of products 247,092,924 242,745,679 215,918,383 (Shanghai) Co., Ltd. (長飛光纖光纜（上海）有限公司)

3. Asset transfer of a related party

On November 13, 2013, Yangtze Optical Fibre and Cable Company Ltd convened a Board meeting, at which meeting it was approved that the 60% equity interest in NK Wuhan Cable Co., Ltd. (“NK Wuhan”) held by NK China Investments B.V. (“NK China”) shall be acquired at a price not higher than RMB18,000,000. According to the Enterprise Worth Valuation Report issued by American Appraisal China Limited (GS13/0808), as of December 31, 2014, the fair value of the 100% enterprise equity interest of NK Wuhan was RMB37,000,000. On June 18, 2015, the Company and NK China entered into an equity transfer agreement, pursuant to which it was agreed that the 60% equity interest in NK Wuhan held by NK China shall be acquired by the Company at a consideration of RMB18,000,000. On October 9, 2015, the Administrative Committee of Wuhan East Lake New Technology Development Zone approved the aforementioned equity transfer. On December 15, 2015, NK Wuhan completed the procedures for registering the change with the relevant industry and commerce authority in relation to the equity transfer, and obtained a new business license issued by the Wuhan Administration for Industry and Commerce.

–29– APPENDIX II REPORT ON THE RELATED PARTY TRANSACTIONS IN THE PRECEDING THREE YEARS

IV. TRANSACTIONS WITH CHINA HUAXIN POST AND TELECOMMUNICATION ECONOMY DEVELOPMENT CENTER AND COUNTERPARTY HAVING RELATIONSHIP WITH IT

Subject of the Counterparty transaction Transaction Amount (RMB Yuan) 2016 2015 2014

China Huaxin Post and Sale of products 147,829 589,734 1,450,287 Telecommunication Economy Development Center (中國華信郵電經濟開發中心)

Alcatel-Lucent Shanghai Bell Sale of products 471,282 3,023,134 783,270 Co., Ltd. (上海貝爾股份有限公司)

V. TRANSACTIONS WITH COUNTERPARTY HAVING RELATIONSHIP WITH WUHAN YANGTZE COMMUNICATIONS INDUSTRY GROUP CO., LTD.

Subject of the Counterparty transaction Transaction Amount (RMB Yuan) 2016 2015 2014

Wuhan NEC Fibre Optic Sale of products – – 11,034 Communications Industry Co., Ltd. (武漢日電光通信工業有限公司)

–30– VI. TRANSACTIONS WITH THE PARTNERSHIP ENTERPRISES TRANSACTIONS PARTY RELATED THE ON REPORT II APPENDIX

Address of Leased Commencement Lessor Lessee Property Area Rental Date Expiry Date Leasing Revenue (RMB Yuan) Use (square (square meters/ meters) month) 2016 2015 2014

Company Wuhan Ruitu Management Room 102, Changfei 21 7.48 November 1, December 31, 2,200 – – Office Consulting Partnership Company Public 2015 2016 Enterprise Building, No.9 Guanggu (武漢睿圖管理諮詢 Avenue, Wuhan 合夥企業)

Company Wuhan Ruiteng Room 103, Changfei 21 7.48 November 1, December 31, 2,200 – – Office Management Consulting Company Public 2015 2016 Partnership Enterprise Building, No. 9 Guanggu (武漢睿騰管理咨詢 Avenue, Wuhan 合夥企業)

Company Wuhan Ruihong Room 104, Changfei 21 7.48 November 1, December 31, 2,200 – – Office Management Consulting Company Public 2015 2016 Partnership Enterprise Building, No. 9 Guanggu –31– (武漢睿鴻管理咨詢 Avenue, Wuhan 合夥企業) NTEPEEIGTREYEARS THREE PRECEDING THE IN PEDXI EOTO H EAE AT TRANSACTIONS PARTY RELATED THE ON REPORT II APPENDIX Address of Leased Commencement Lessor Lessee Property Area Rental Date Expiry Date Leasing Revenue (RMB Yuan) Use (square (square meters/ meters) month) 2016 2015 2014

Company Wuhan Ruiyue Room 105, Changfei 21 7.48 November 1, December 31, 2,200 – – Office Management Consulting Company Public 2015 2016 Partnership Enterprise Building, No.9 Guanggu (武漢睿越管理咨詢 Avenue, Wuhan 合夥企業)

The aforesaid related party transactions have been conducted on the basis of the principles of equality and voluntariliness, honesty, creditworthiness, fairness, justice, and openness, and in accordance with the market pricing principle. The conditions of the

–32– transactions are fair, the pricing is reasonable, and in the interests of the Company and its shareholders as a whole, and no circumstances that would harm the interests of the Company and all of its shareholders exist. NTEPEEIGTREYEARS THREE PRECEDING THE IN APPENDIX III THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

The English version of the contents in this Appendix is an unofficial translation of its Chinese version. In case of any inconsistency, the Chinese version shall prevail.

I. TRANSACTION TYPE AND AMOUNTS FOR THE ESTIMATES

Estimated Related Party Type of Transaction Joint Venture/Associate Relationship Transaction Currency Amount for 2017

Yangtze Zhongli Optical Joint Venture Purchase of goods RMB 250,000,000 Fibre and Cable (Jiangsu) Co., Ltd. Sale of products/ RMB 600,000,000 (江蘇長飛中利光纖光纜 Rendering of 有限公司) Services

Yangtze Optical Fibre and Joint Venture Purchase of goods RMB 750,000,000 Cable Sichuan Co., Ltd. (長飛光纖光纜四川有限 Sale of products/ RMB 600,000,000 公司) Rendering of Services

Shantou Hi-Tech Zone Joint Venture Purchase of goods RMB 350,000,000 Ao Xing Optical Communication Sale of products/ RMB 500,000,000 Equipment Co., Ltd. Rendering of (汕頭高新區奧星光通信 Services 設備有限公司)

Tianjin YOFC Joint Venture Purchase of goods RMB 1,300,000,000 XMKJ Optical Communications Co., Sale of products/ RMB 850,000,000 Ltd. (天津長飛鑫茂光 Rendering of 通信有限公司) Services

Leasing of RMB 4,000,000 Equipment

License of RMB 4,400,000 Technology

–33– APPENDIX III THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

Estimated Related Party Type of Transaction Joint Venture/Associate Relationship Transaction Currency Amount for 2017

Yangtze (Wuhan) Optical Joint Venture Sale of products/ RMB 25,000,000 System Corp. Rendering of (長飛（武漢）光系統股份 Services 有限公司) Leasing of RMB 1,800,000 Property and Equipment

Purchase of RMB 4,000,000 goods/ Receipt of Services

Shin-Etsu YOFC (Hubei) Joint Venture Purchase of goods RMB 600,000,000 Optical Preform Co., Ltd. (長飛信越（湖北） Sale of products/ RMB 20,000,000 光棒有限公司) Rendering of Services

Shenzhen SDGI Joint Venture Purchase of goods RMB 30,000,000 Optical Fibre Co., Ltd. (深圳特發信息光纖 Sale of products/ 300,000,000 有限公司) Rendering of Services

Tianjin YOFC XMKJ Joint Venture Purchase of goods RMB 500,000,000 Optical Cable Co., Ltd. (天津長飛鑫茂光纜 Sale of products/ RMB 300,000,000 有限公司) Rendering of Services

License of RMB 1,500,000 Technology

Wuhan Guangyuan Joint Venture Purchase of goods RMB 25,000,000 Electronic Technology Co., Ltd. (武漢光源電子科技有限公司)

YOFC-Yadanarbon Joint Venture Sale of products/ US$ 3,000,000 Fibre Co., Ltd. Rendering of Services

Wuhan Yunjingfei Optical Associate Purchase of goods RMB 35,000,000 Fibre Materials Co., Ltd. (武漢雲晶飛光纖材 Leasing of RMB 450,000 料有限公司) Property

–34– APPENDIX III THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

II. BASIC INFORMATION ON THE COUNTERPARTY TO THE TRANSACTIONS

1. Yangtze Zhongli Optical Fibre and Cable (Jiangsu) Co., Ltd. (江蘇長飛中利光纖光纜有限公司)

Unified Social 91320581736500075J Credit Code

Address Changkun Industrial Park, Changshu, Jiangsu Province

Legal Representative Wang Baixing (王柏興)

Registered Capital RMB92,880,000

Date of Establishment March 6, 2002

Scope of Business Manufacture and sale of optical fibres and optical fibre cables and its associated series of products, active optical devices and passive optical devices, telecommunications terminal devices and telecommunications equipment. Sale of optical fibre cable protective materials and other optical fibre cable raw materials. Export business for its self-produced products and technologies, and import business of mechanical equipment, accessories, raw materials and technologies required by the Company, except for goods and technologies restricted by or prohibited to be imported or exported by the PRC State; engineering works for the connection and installation of telecommunications energy cables and optical fibre cables. (For projects subject to approval pursuant to PRC laws, approval must be obtained from relevant regulators prior to the commencement of any business activities.)

Related Party Joint venture, 51% of its equity interest is held Relationship by the Company

–35– APPENDIX III THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

2. Yangtze Optical Fibre and Cable Sichuan Co., Ltd. (長飛光纖光纜四川有限公司)

Unified Social 915111816211002820 Credit Code

Address Jiulizhen, Emeishan, Sichuan

Legal Representative Zhuang Dan (莊丹)

Registered Capital RMB53,800,000

Date of Establishment May 17, 1993

Scope of Business Manufacture and sale of various types of optical fibres (including optical fibre preforms), optical fibre cables and other telecommunications cables, optical equipments, telecommunications testing equipment, and the import and export of the aforementioned products (excluding prohibited projects by the PRC State). Development and provision of services for internet connection devices and software; design, construction and provision of ancillary manufacturing services for CATV optical fibre networks. (For projects subject to approval pursuant to PRC laws, approval must be obtained from relevant regulators prior to the commencement of any business activities.)

Related Party Joint venture, 51% of its equity interest is held Relationship by the Company

–36– APPENDIX III THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

3. Shantou Hi-Tech Zone Ao Xing Optical Communication Equipment Co., Ltd. (汕頭高新區奧星光通信設備有限公司)

Unified Social 91440500617523733G Credit Code

Address No. 15 Keji East Road, High-tech Zone, Shantou

Legal Representative Gao Jingtao (高靜濤)

Registered Capital RMB170,558,817

Date of Establishment November 6, 1992

Scope of Business Research, development, manufacture and sales of optical fibre preforms, optical fibres, optical fibre cables, telecommunication cables, specialty cables and devices, accessories, components and materials; manufacture of specialized equipment and telecommunication products; provision of engineering and technical services of such products. (For projects subject to approval pursuant to PRC laws, approval must be obtained from relevant regulators prior to the commencement of any business activities.)

Related Party Joint venture, 42.42% of its equity interest is Relationship held by the Company

–37– APPENDIX III THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

4. Tianjin YOFC XMKJ Optical Communications Co., Ltd. (天津長飛鑫茂光通信有限公司)

Unified Social 91120116687741365W Credit Code

Address Optical fibre production building, No. 10 Rongyuan Road, Huayuan Industrial Park

Legal Representative Hu Qian (胡茜)

Registered Capital RMB220,000,000

Date of Establishment June 1, 2009

Scope of Business Manufacture of optical fibres and optical fibre cables; leasing of self-owned properties; import and export of goods and technologies; development, consultation, provision of services and transfer for mechatronics and new materials technology; leasing of optical fibre manufacturing equipment. (To comply with any relevant specific or franchising requirements prescribed by the PRC State.)

Related Party Joint venture, 49% of shares held by the Relationship Company

–38– APPENDIX III THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

5. Yangtze (Wuhan) Optical System Corp. (長飛（武漢）光系統股份有限公司)

Unified Social 9142010076461415X9 Credit Code

Address No. 4 Guanshan 2nd Road, Hongshan District, Wuhan

Legal Representative Zhang Mu (張穆)

Registered Capital RMB47,500,000

Date of Establishment July 29, 2004

Scope of Business Research and development, manufacture, processing, sales and provision of technology services for specialty optical fibres, optical devices, optical sensing and a series of other optical system products; research and development, provision of technology service and technology consultation of system integration, computer software and hardware products; telecommunications engineering design, installment and maintenance; as proprietor or as agent in the business of importing and exporting of various goods and technologies (except for goods and technologies restricted by or prohibited to be imported or exported by the PRC State). (For the purposes of the abovementioned scope of business, projects subject to specific requirements by the PRC State can be carried out when approved or pursuant to a permit, during the assessed period)

Related Party Joint venture, 46.32% of its equity interest is Relationship held by the Company

–39– APPENDIX III THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

6. Shin-Etsu YOFC (Hubei) Optical Preform Co., Ltd. (長飛信越（湖北）光棒有限公司)

Unified Social 91429005336452107N Credit Code

Address Te No. 1 Changfei Avenue, Jianghan Yanhua Industrial Park, Qianjiang

Legal Representative Zhuang Dan (莊丹)

Registered Capital JPY8,000,000,000

Date of Establishment August 18, 2015

Scope of Business Manufacture and sale of optical fibre preforms for optical fibres, sale of by-products arising from the manufacturing process of optical fibre preforms for optical fibres (excluding hazardous chemicals).

Related Party Joint venture, 49% of its equity interest is held Relationship by the Company

7. Shenzhen SDGI Optical Fibre Co., Ltd. (深圳特發信息光纖有限公司)

Unified Social 91440300723032997C Credit Code

Address No. 20 Technology North 1st Road, Nanshan Xili Residential District, Shenzhen

Legal Representative Jiang Qinjian (蔣勤儉)

Registered Capital RMB206,518,320

Date of Establishment August 30, 2000

Scope of Business Technology development, technology consultation and sales of optical fibres, telecommunication products and mechanical equipment; domestic sales, export and import business. Manufacture of optical fibres and mechanical equipment.

Related Party Joint venture, 35.36% of its equity interest is Relationship held by the Company

–40– APPENDIX III THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

8. Tianjin YOFC XMKJ Optical Cable Co., Ltd. (天津長飛鑫茂光纜有限公司)

Unified Social 91120111690671476R Credit Code

Address No.98 Liukou Road, Yangliuqingzhen, Xiqing District (No. 23-1 New Energy New Material Industry Base)

Legal Representative Hu Qian (胡茜)

Registered Capital RMB100,000,000

Date of Establishment July 13, 2009

Scope of Business Manufacture, sales and technology development of optical fibre cables, optical fibres, optical fibre preforms, telecommunication cables, specialty cables and devices, accessories, components and materials; manufacture of specialized equipment for optical fibre cables and telecommunication products; provision of engineering installment and technology service for the aforementioned products; import and export of goods and technologies (unless otherwise provided for in the laws or administrative regulations of the PRC State); development, technology consultation, provision of technical service and technology transfer of mechatronics and new material technologies. (To comply with any relevant specific or franchising requirements prescribed by the PRC State; to operate pursuant to permit(s) or approval documentation where an industry permit is involved.)

Related Party Joint venture, 20% of its equity interest is held Relationship by the Company

–41– APPENDIX III THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

9. Wuhan Guangyuan Electronic Technology Co., Ltd. (武漢光源電子科技有限公司)

Unified Social 914201127414435543 Credit Code

Address Wuzhigou West, Gexin Avenue South, Dongxihu District (No. 15 Wunan Road, Wujiashan)

Legal Representative Li Xizhe (李希哲)

Registered Capital RMB5,000,000

Date of Establishment November 4, 2002

Scope of Business Research and development, development and sales of plastic products, precision moulds, electronic products, telecommunications equipment, photoelectric devices, optical fibres and optical fibre cables technology; as proprietor or as agent in the business of importing and exporting of various goods and technologies (except for goods and technologies restricted by or prohibited to be imported or exported by the PRC State). (For projects subject to approval pursuant to PRC laws, approval must be obtained from relevant regulators prior to the commencement of any business activities.)

Related Party Joint venture, 20% of its equity interest is held Relationship by the Company

10. YOFC-Yadanarbon Fibre Co., Ltd.

Address No. 41 A, Shwe Taung Kyar Street, Shwe Taung Kyar Ward 2, Bahan Township, Yangon

Capital US$4,000,000

Scope of Business Manufacture and sale of optical fibres and optical fibre cables

Related Party Joint venture, 50% of its equity interest is held Relationship by the Company

–42– APPENDIX III THE ESTIMATES OF THE 2017 ANNUAL TRANSACTION AMOUNTS FOR THE TRANSACTIONS WITH THE JOINT VENTURES AND THE ASSOCIATES DURING THE ORDINARY AND USUAL COURSE OF BUSINESS

11. Wuhan Yunjingfei Optical Fibre Materials Co., Ltd. (武漢雲晶飛光纖材料有限公司)

Unified Social 914201005720423617 Credit Code

Address No. 9 Guanggu Avenue, Donghu Development Zone, Wuhan

Legal Representative Bao Wendong (包文東)

Registered Capital RMB45,000,000

Date of Establishment April 26, 2011

Scope of Business Development, manufacture and sale of high-purity germanium tetrachloride, high-purity silicon tetrachloride and associated series of products used for optical fibres; import and export of goods, import and export of technology, as agent in importing and exporting (except for goods and technologies prohibited to be imported or exported by the PRC State). (For the purposes of the abovementioned scope of business, projects subject to specific requirements by the PRC State can be carried out when approved or pursuant to a permit, during the assessed period)

Related Party Associate, 20% of its equity interest is held by Relationship the Company

–43– SUPPLEMENTAL NOTICE OF THE SECOND EGM

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, MAY 23, 2017

References are made to the circular of Yangtze Optical Fibre and Cable Joint Stock Limited Company* (the “Company”) and the notice of the extraordinary general meeting of the Company to be held on Tuesday, May 23, 2017 (the “Second EGM”) dated April 6, 2017 (the “Original Notice”), which set out the time and venue of the Second EGM and contain the resolutions to be tabled before the Second EGM for shareholders’ approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the Second EGM will be held as originally scheduled on Tuesday, May 23, 2017 at 10:00 a.m. at Multi-Media Meeting Room, 201# Building, No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC, for the purposes of considering and if thought fit, passing the following resolutions, in addition to the resolutions set out in the Original Notice:

ORDINARY RESOLUTIONS

21. To consider and approve the report on the use of proceeds from the Global Offering as set out in Appendix I to the supplemental circular of the Company dated May 5, 2017.

22. To consider and approve individually each of the following sections in the report on the related party transactions in the preceding three years as set out in Appendix II to the supplemental circular of the Company dated May 5, 2017:

I. Transactions with Related Parties#

II. Outstanding Balance with Related Parties at the end of the Period

III. Transactions with Counterparties having Relationships with Draka Comteq B.V. (Draka Comteq B.V. will abstain from voting)

IV. Transactions with China Huaxin Post and Telecommunication Economy Development Center and Counterparty having Relationship with It (China Huaxin Post and Telecommunication Economy Development Center will abstain from voting)

* For identification purpose only

–44– SUPPLEMENTAL NOTICE OF THE SECOND EGM

V. Transactions with Counterparty having Relationship with Wuhan Yangtze Communications Industry Group Co., Ltd. (Wuhan Yangtze Communications Industry Group Co., Ltd. will abstain from voting)

VI. Transactions with the Partnership Enterprises (Wuhan Ruitu Management Consulting Partnership Enterprise, Wuhan Ruiteng Management Consulting Partnership Enterprise, Wuhan Ruihong Management Consulting Partnership Enterprise and Wuhan Ruiyue Management Consulting Partnership Enterprise will abstain from voting)

23. To consider and approve the estimates of the 2017 annual transaction amounts for the transactions with the joint ventures and the associates during the ordinary and usual course of business as set out in Appendix III to the supplemental circular of the Company dated May 5, 2017, and that the board of directors of the Company (the “Board”) or such persons as authorized by the Board, be authorized to enter into specific business agreements with the joint ventures and associates from time to time in the year 2017 within the limits of the estimates on the transaction amounts, for each transaction contemplated under this proposal during the ordinary and usual course of business.

By Order of the Board Yangtze Optical Fibre and Cable Joint Stock Limited Company* 長飛光纖光纜股份有限公司 Ma Jie Chairman

Wuhan, PRC, May 5, 2017

Notes:

(1) Details of the above proposals and resolutions to be considered at the Second EGM are set out in the supplemental circular of the Company dated May 5, 2017 (the “Supplemental Circular”). Unless otherwise defined in this supplemental notice of the Second EGM, capitalised terms used in this supplemental notice of the Second EGM shall have the same meanings as those defined in the Supplemental Circular.

(2) A supplemental proxy form (the “Supplemental Proxy Form”) containing the resolutions numbered 21 to 23 mentioned above is enclosed with this Supplemental Circular. The proxy form issued by the Company along with the circular of the Company dated April 6, 2017 (the “Original Proxy Form”) will remain valid and effective to the fullest extent applicable if correctly completed and lodged with the H Share registrar of the Company or the Company’s Board of Directors’ Office.

–45– SUPPLEMENTAL NOTICE OF THE SECOND EGM

(3) If you intend to appoint a proxy to attend the Second EGM, you are requested to complete and return the accompanying Supplemental Proxy Form in accordance with the instructions printed thereon. To be valid, the Supplemental Proxy Form together with the power of attorney or other authorization document (if any) must be lodged at the H Share registrar of the Company for holder of H Shares and to the Company’s Board of Directors’ Office for holder of Domestic Shares of the Company by hand or by post not less than 24 hours before the time fixed for holding the Second EGM (i.e. not later than 10:00 a.m. on Monday, May 22, 2017) or any adjournment thereof (as the case may be). Completion and return of the Supplemental Proxy Form will not preclude a shareholder from attending and voting in person at the Second EGM if he so wishes, but in such event the instrument appointing a proxy shall be deemed to be revoked. The H Share registrar of the Company is Tricor Investor Services Limited, whose address is at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. The Company’s Board of Directors’ Office is located at No. 9 Guanggu Avenue, East Lake High-tech Development Zone, Wuhan, Hubei Province, PRC (Postal code: 430073). References to time and dates in this notice are to Hong Kong time and dates.

(4) Shareholders entitled to attend and vote at the Second EGM may appoint one or more proxies to attend and vote in their stead. For the avoidance of doubt, should the proxies being appointed to attend the Second EGM under each of the Original Proxy Form and the Supplemental Proxy Form are different and more than one of the proxies attended the Second EGM, only the proxy validly appointed under the Original Proxy Form shall be designated to vote at the Second EGM.

(5) Please refer to the Original Notice for details in respect of other resolutions to be passed at the Second EGM, eligibility for attending the Second EGM, proxy, registration procedures, closure of register of members and other relevant matters.

–46–