Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2014

Apr 16, 2014

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

If you have sold or transferred all your shares in Hao Tian Development Group Limited , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

PROPOSED CAPITAL REORGANISATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of Hao Tian Development Group Limited to be held at the Training Room, 4/F., Sun Hung Kai Centre, 30 Harbour Rood, Wan Chai, Hong Kong on Monday, 12 May 2014, at 10:30 a.m. is set out on pages 16 to 18 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed. Whether or not you intend to attend and vote at the extraordinary general meeting or any adjourned meeting (as the case may be) in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company 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 as soon as possible, but in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

17 April 2014

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Expected Timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Procedures for Poll Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

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

• “Adjusted Share(s)”

ordinary share(s) of nominal value of HK$0.01 each in the issued and unissued capital of the Company upon the Capital Reorganisation becoming effective

• “Articles” memorandum and articles of association of the Company

• “Board”

the board of Directors

• “Capital Reduction”

the proposed reduction of the issued share capital of the Company by the cancellation of the paid-up capital of the Company to the extent of HK$0.49 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.50 to HK$0.01

• “Capital Reorganisation”

• the proposed reorganisation of the share capital of the Company by way of (i) the Share Consolidation; (ii) the Capital Reduction; and (iii) the Share Subdivision

• “Cayman Islands Court”

the Grand Court of the Cayman Islands

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

Hao Tian Development Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Companies Law” The Company Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Consolidated Share(s)”

• ordinary share(s) of nominal value of HK$0.50 each in the capital of the Company immediately following the Share Consolidation and prior to the Capital Reduction and Share Subdivision

– 1 –

DEFINITIONS

“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened and held at the Training Room, 4/F., Sun Hung
	Kai Centre, 30 Harbour Rood, Wan Chai, Hong Kong on
	Monday, 12 May 2014, at 10:30 a.m. for the Shareholders
	to consider and approve (among other things), if thought fit,
	the Capital Reorganisation
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	14 April 2014, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information contained herein
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China
“Share(s)”	ordinary share(s) of HK$0.05 each in the share capital of
	the Company prior to the Capital Reorganisation becoming
	effective
“Share Consolidation”	the proposed consolidation of every ten (10) Shares of
	nominal value of HK$0.05 each in the issued and unissued
	share capital of the Company into one (1) Consolidated
	Share of nominal value of HK$0.50
“Share Options”	the share options granted under the share option scheme
	adopted by the Company on 16 May 2006
“Share Subdivision”	the proposed sub-division of every one authorised but
	unissued Consolidated Share of nominal value of HK$0.50
	into fifty (50) Adjusted Shares of nominal value of
	HK$0.01 each

– 2 –

DEFINITIONS

“Shareholder(s)”	holder(s) of share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Warrants”	785,500,000 unlisted warrants issued by the Company
	on 21 January 2013 which entitle the holders thereof to
	subscribe for existing Shares at the price of HK$0.1625
	at any time during a period commencing from the date of
	issue of the Warrants to the date of expiry
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

– 3 –

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 4 –

EXPECTED TIMETABLE

The expected timetable for the proposed Capital Reorganisation sets out below is for indicative purposes only and has been prepared based on the assumption that all the conditions of the Capital Reorganisation will be fulfilled. The expected timetable is subject to change, and any changes will be announced in a separate announcement by the Company as and when appropriate.

Event 2014
(Hong Kong time)
Latest time for lodging transfers of Shares to be qualified
for attending and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on
Wednesday, 7 May
Register of members closes (both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . Thursday, 8 May to
Monday, 12 May
Latest time for returning and lodging of proxy form for the EGM . . . . . . . . . . . . . . . . . . 10:30 a.m.
on Saturday, 10 May
Expected date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10:30 a.m. on
Monday, 12 May
Announcement of results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 12 May
The following events are conditional on the results of the EGM and relevant Cayman
Islands Court hearing date(s) and are therefore tentative:
Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . after 10:00 p.m. on
Wednesday, 30 July
Dealings in the Adjusted Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on
Thursday, 31 July
Original counter for trading in the existing Shares
in board lots of 4,000 Shares (in the form of
existing share certificates in green) temporarily closes . . . . . . . . . . . . . . . . . . .Thursday, 31 July

– 5 –

EXPECTED TIMETABLE

Temporary counter for trading in the Adjusted Shares in board lots of 400 Adjusted Shares (in the form of existing share certificates in green) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 31 July First day for free exchange of existing share certificates in green for new share certificates in light blue . . . . . . . . . . . . . . . . . . . . . . . . .Thursday, 31 July Designated broker starts to stand in the market to provide matching service for the sale and purchase of odd lots of Adjusted Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Thursday, 14 August Original counter for trading in the Adjusted Shares in board lots of 4,000 Adjusted Shares (in the form of new share certificates in light blue) re-opens . . . . . . . . . . . . Thursday, 14 August Parallel trading in the Adjusted Shares commences . . . . . . . . . . . . . . . . . . . . . Thursday, 14 August Designated broker ceases to stand in the market to provide matching service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Wednesday, 3 September Temporary counter for trading in the Adjusted Shares in board lots of 400 Adjusted Shares (in the form of existing share certificates in green) closes . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 3 September Parallel trading in the Adjusted Shares ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4:00 p.m. on Wednesday, 3 September Last day of free exchange of existing certificates for new certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Friday, 5 September

– 6 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

Executive Directors: Registered office: Mr. Xu Hai Ying Cricket Square Dr. Zhiliang Ou, JP (Australia) P.O. Box 2681 Mr. Fok Chi Tak Grand Cayman KY1-1111 Cayman Islands Independent Non-executive Directors: Mr. Chan Ming Sun Jonathan Head office and principal place Mr. Ma Lin of Business: Mr. Lam Kwan Sing Rooms 4917-4932, 49th Floor Sun Hung Kai Centre 30 Harbour Road, Wanchai Hong Kong 17 April 2014

To all Shareholders, and for information only, holders of the Share Options and the Warrants

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 26 March 2014 in relation to the proposed Capital Reorganisation.

– 7 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further information regarding the proposed Capital Reorganisation and to give notice of the EGM to be convened for the purpose of approving the necessary resolution to implement the proposed Capital Reorganisation.

PROPOSED CAPITAL REORGANISATION

The Company intends to put forward a proposal to the Shareholders to effect the Capital Reorganisation which will involve:–

• (i) the proposed Share Consolidation whereby every ten (10) Shares of nominal value of HK$0.05 each in the issued and unissued share capital of the Company will be consolidated into one Consolidated Share of nominal value of HK$0.50;

• (ii) the proposed Capital Reduction whereby the issued share capital of the Company will be reduced by the cancellation of the paid-up capital of the Company to the extent of HK$0.49 on each of the issued Consolidated Shares such that the nominal value of each issued Consolidated Share will be reduced from HK$0.50 to HK$0.01;

• (iii) the credit arising from the Capital Reduction will be applied towards cancelling the accumulated losses of the Company and the balance thereof (if any) be transferred to the distributable capital reduction reserve account of the Company or other reserve of the Company which may be utilised by the Board as a distributable reserve in accordance with the Articles; and

• (iv) immediately following the Capital Reduction, the proposed Share Subdivision whereby each of the authorised but unissued Consolidated Shares of nominal value of HK$0.50 each will be sub-divided into fifty (50) Adjusted Shares of nominal value of HK$0.01 each.

Conditions of the Capital Reorganisation

The implementation of the Capital Reorganisation (which will be effected in accordance with the Articles and the Companies Law) is conditional upon:–

• (i) the passing of the necessary resolution(s) to approve the Capital Reorganisation by the Shareholders at the EGM to be convened by the Company;

• (ii) approval by the Cayman Islands Court of the Capital Reduction;

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LETTER FROM THE BOARD

• (iii) compliance with any conditions that may be imposed by the Cayman Islands Court for the Capital Reduction to become effective;

• (iv) the registration by the Registrar of Companies in the Cayman Islands of the order granted by the Cayman Islands Court and the minutes approved by the Cayman Islands Court containing the particulars required under the Companies Law; and

• (v) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Adjusted Shares upon the Capital Reorganisation becoming effective.

Upon the conditions mentioned above being fulfilled, the Capital Reorganisation will become effective. An application will be made to the Cayman Islands Court for the approval of the Capital Reduction as soon as practicable after the same is approved by the Shareholders by way of a special resolution at the EGM.

Subject to the availability of the Cayman Islands Court, it may take about three to four months to complete the Capital Reorganisation after the EGM.

Further announcement(s) (if any) will be made to inform the Shareholders of the progress of the matter as and when appropriate.

Listing application

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Adjusted Shares arising from the Capital Reorganisation and the underlying Adjusted Shares falling to be allotted and issued upon the exercise of the subscription rights or conversion rights attached to the outstanding Share Options and Warrants.

– 9 –

LETTER FROM THE BOARD

Effect of the Capital Reorganisation

The following table sets out the effect of the Capital Reorganisation on the share capital of the Company (i) immediately before the Capital Reorganisation, and (ii) immediately after the Capital Reorganisation (assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the effective date of the Capital Reorganisation and that none of the outstanding Share Options and Warrants will be exercised prior to the effective date of the Capital Reorganisation):

	Immediately before	Immediately after
	the Capital	the Capital
	Reorganisation	Reorganisation
Nominal value per share	HK$0.05 per Share	HK$0.01 per Adjusted
		Share
Authorised share capital of	HK$500,000,000	HK$500,000,000 divided
the Company	divided into	into 50,000,000,000
	10,000,000,000	Adjusted Shares of
	Shares of HK$0.05	HK$0.01 each
	each
Issued and paid-up share	HK$198,601,790.2	HK$3,972,035.8 divided
capital of the Company	divided into	into 397,203,580 whole
	3,972,035,804	Adjusted Shares of
	Shares of HK$0.05	HK$0.01 each
	each

Based on the number of Shares in issue as at the Latest Practicable Date, as result of the Capital Reduction, a credit of approximately HK$194.6 million will arise in the books of the Company. Such credit will be applied to set-off the accumulated losses of the Company. The accumulated losses of the Company was approximately HK$117.7 million as at 31 March 2013.

The Adjusted Shares will rank pari passu in all respects with each other in accordance with the Articles and the Capital Reorganisation will not result in any change in the relative rights of the Shareholders.

After the Capital Reorganisation becomes effective, the board lot size of the shares in the Company for trading on the Stock Exchange would remain as 4,000.

– 10 –

LETTER FROM THE BOARD

Reasons for the Capital Reorganisation

The proposed Capital Reorganisation will reduce the total number of Shares currently in issue and reduce the nominal value of the shares of the Company from HK$0.05 each to HK$0.01 each. As such, it is expected to bring about a corresponding upward adjustment in the trading price of the Adjusted Shares on the Stock Exchange, and reduce the overall transaction costs for dealings in the Adjusted Shares. The Board believes that it may attract more investors and extend the shareholders base of the Company. In addition, the Board is of the view that the Capital Reorganisation will provide the Company with greater flexibility for the issue of new Adjusted Shares in the future, which may or may not occur, accommodating future expansion and growth of the Company and the elimination of the Company’s accumulated loss may facilitate any dividend payment by the Company as and when appropriate in the future.

The Directors (including the independent non-executive Directors) are of the view that the Capital Reorganisation will not have a material financial effect on the financial position of the Group. The Board believes that on the date when the Capital Reorganisation becomes effective, there will be no reasonable grounds for believing that the Company is, or after the Capital Reorganisation would be, unable to pay its liabilities as they become due. Other than the expenses to be incurred in relation to the Capital Reorganisation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Group or the interests or rights of the Shareholders.

The Board therefore believes that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole.

OTHER ARRANGEMENTS

Fractional entitlements

Any fractional Adjusted Share arising from the Capital Reorganisation will not be issued by the Company. Any such fractional entitlements to the Adjusted Shares will be aggregated, sold and retained for the benefit of the Company.

– 11 –

LETTER FROM THE BOARD

CCASS eligibility

No part of the share capital of the Company is listed or dealt in, and no listing or permission to deal is being or is proposed to be sought, on any other stock exchange other than the Stock Exchange. Subject to the granting of the listing of, and permission to deal in, the Adjusted Shares on the Stock Exchange, the Adjusted Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Adjusted Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS in the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Free exchange of share certificates for the Adjusted Shares and trading arrangements

Subject to the Capital Reorganisation having become effective, Shareholders may, during the period commencing from Thursday, 31 July 2014 until Friday, 5 September 2014, submit existing certificates (in green) for the existing Shares to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for exchange, at the expense of the Company, for new certificates (in light blue) for the Adjusted Shares. Thereafter, certificates for the existing Shares will be accepted for exchange only on payment of a fee of HK$2.5 (or such higher amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each certificate issued or cancelled, whichever is higher.

All existing certificates of the existing Shares will continue to be good evidence of entitlement to such existing Shares and be valid for delivery, transfer and settlement purpose up to 4:00 p.m. on Wednesday, 3 September 2014, being the latest time for trading in board lot of 400 Adjusted Shares in the form of existing share certificates (or such other date which will be announced by the Company). Nevertheless, they will not be acceptable for trading, settlement and registration purpose after the Capital Reorganisation becomes effective but may be exchanged for share certificates of the Adjusted Shares at any time in accordance with the foregoing.

It is expected that new share certificates will be issued within a period of 10 business days upon the presentation of the existing share certificates. New share certificates for the Adjusted Shares will be in light blue in order to distinguish them from the existing share certificates which are in green.

– 12 –

LETTER FROM THE BOARD

Arrangement for matching service for odd lots

In order to alleviate the difficulties arising from the existence of odd lots of the Adjusted Shares, the Company has appointed Kingston Securities Limited as an agent to provide for the matching of the sale and purchase of odd lots of the Adjusted Shares, on a best effort basis, at the relevant market price per Adjusted Share for Shareholders. Shareholders who wish to take this matching services to dispose or top up odd lots of the Adjusted Shares should directly or through their broker to contact Ms. Rosita Kiu of Kingston Securities Limited at Suite 2801, 28th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong (telephone number: (852) 2298 6215) during the period from 9:00 a.m. on Thursday, 14 August 2014 to 4:00 p.m. on Wednesday, 3 September 2014 (both dates inclusive).

Holders of odd lots of the Adjusted Shares should note that successful matching of the sale and purchase of odd lots of the Adjusted Shares are not guaranteed. Any Shareholder, who is in any doubt about the odd lot arrangement, is recommended to consult his/her/its own professional advisers.

Adjustment in relation to the subscription price of the Share Options and Warrants

As at the Latest Practicable Date, there are (i) Share Options outstanding entitling the holders thereof to subscribe for an aggregate of 89,900,000 Shares; and (ii) Warrants outstanding entitling the holders thereof to subscribe for an aggregate of 741,000,000 Shares. Under the relevant terms and conditions, adjustment(s) to the subscription price and/or the number of Shares or Adjusted Shares (as the case may be) falling to be issued upon exercise of the subscription rights of the Share Option and the conversion rights of the Warrants will made after the Capital Reorganisation becoming effective. The Company will inform the holders of the Share Options and holders of the Warrants of the relevant adjustment(s) and make appropriate announcement on the Stock Exchange as and when appropriate.

Save as the aforesaid, the Company has no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares as at the Latest Practicable Date.

Shareholders and potential investors should note that the Capital Reorganisation is conditional upon satisfaction of the conditions precedent set out in the paragraph headed “Conditions of Capital Reorganisation” above, and therefore may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

– 13 –

LETTER FROM THE BOARD

EGM

The notice of EGM is set out on pages 16 to 18 of this circular for the purpose of considering and, if thought fit, passing the special resolution set out therein.

A form of proxy for the EGM is enclosed herewith. Whether or not you are able to attend the EGM in person, please complete and return the form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company 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 as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) should you so wish. Pursuant to the Listing Rules, voting by poll is required for any resolution put to vote at the EGM.

VOTING BY POLL AT THE EGM

Pursuant to Rule 13.39 of the Listing Rules and article 66 of the Articles, any votes of the Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Details of procedures for conducting a poll are set out in the section headed “Procedures for poll voting” of this circular.

RECOMMENDATION

The Directors consider that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the special resolution at the EGM.

By order of the Board

Hao Tian Development Group Limited

Fok Chi Tak

Executive Director

– 14 –

PROCEDURES FOR POLL VOTING

The chairman of the meeting will at the EGM demand, pursuant to article 66 of the Articles, poll voting on all resolutions set out in the notice of the EGM.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representatives, shall have one vote for every Share of which he/she is the holder.

A Shareholder present in person or by proxy or by authorised representatives who is entitled to more than one vote does not have to use all his/her votes (i.e., he/she can cast less votes than the number of Shares he/she holds or represents) or to cast all his/her votes the same way (i.e., he/ she can cast some of his/her votes in favour of the resolution and some of his/her votes against the resolution).

The poll voting slip will be distributed to Shareholders or their proxies or authorised representatives upon registration of attendance at the EGM. Shareholders who want to cast all their votes entitled may mark a “✓” in either “FOR” or “AGAINST” box corresponding to the resolution to indicate whether he/she supports that resolution. For Shareholders who do not want to use all their votes or want to split votes in casting a particular resolution shall indicate the number of votes cast on a particular resolution in the “FOR” or “AGAINST” box, where appropriate, but the total votes cast must not exceed his/her entitled votes, or otherwise, the voting slip will be spoiled and the Shareholder’s vote will not be counted.

After closing the poll, the Company’s share registrar, Computershare Hong Kong Investor Services Limited, will act as scrutineer and count the votes and the poll results will be published after the EGM.

– 15 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Hao Tian Development Group Limited (“ Company ”) will be held at the Training Room, 4/F., Sun Hung Kai Centre, 30 Harbour Rood, Wan Chai, Hong Kong on Monday, 12 May 2014 at 10:30 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions:

SPECIAL RESOLUTION

“ THAT conditional upon (i) approval of the Capital Reduction (as defined below) by the Grand Court of the Cayman Islands (the “ Court ”), (ii) registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction and the minute approved by the Court containing the particulars required under the Companies Law of the Cayman Islands in respect of the Capital Reduction; (iii) compliance with any conditions as may be imposed by the Court in relation to the Capital Reduction; and (iv) the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting the permission to deal in, shares of HK$0.01 each in the share capital of the Company upon the date on which the Capital Reduction (as defined below) becomes effective (the “ Effective Date ”):

• (a) every ten (10) issued and unissued shares of nominal value of HK$0.05 each in the capital of the Company (each a “ Share ”) be consolidated into one (1) share of nominal value of HK$0.50 (each a “ Consolidated Share ”), such that the authorized share capital of the Company will be HK$500,000,000 divided into 1,000,000,000 Consolidated Shares of HK$0.50 each (the “ Share Consolidation ”);

– 16 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (b) immediately following the Share Consolidation, the issued and paid up share capital of the Company be reduced by cancelling the paid up capital to the extent of HK$0.49 on each Consolidated Share of nominal value of HK$0.50 in issue so that each issued Consolidated Share shall be treated as one fully paid up share of HK$0.01 nominal value (“ Adjusted Share(s) ”) in the share capital of the Company (the “ Capital Reduction ”);

• (c) immediately following the Capital Reduction, each of the authorised but unissued Consolidated Share with nominal value of HK$0.50 be subdivided into fifty (50) unissued Consolidated Shares with nominal value of HK$0.01 each (the “ Share Subdivision ”), and all such shares resulting from the Capital Reduction and Share Subdivision shall rank pari passu in all respects with each other and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company;

• (d) the credit arising from the Capital Reduction be applied towards cancelling the accumulated losses of the Company as at the Effective Date (if any) and the balance (if any) be transferred to the distributable capital reduction reserve account of the Company or other reserve of the Company which may be utilised by the board of directors as a distributable reserve in accordance with the memorandum and articles of association of the Company (the “ Application of Credit ”); and

• (e) the directors be and are hereby authorized generally to do all such acts, deeds and things as they shall, in their absolute discretion, deem appropriate to effect and implement the Share Consolidation, the Capital Reduction, the Application of Credit and Share Subdivision.”

By Order of the Board Hao Tian Development Group Limited Chan Lai Ping Company Secretary

Hong Kong, 17 April 2014

Principal place of business in Hong Kong:

Rooms 4917-4932, 49th Floor Sun Hung Kai Centre 30 Harbour Road, Wanchai

Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint another person as his proxy to attend and vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

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 (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the above meeting or any adjournment thereof.

4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should he so wish.

5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the board comprises three executive Directors, namely Mr. Xu Hai Ying, Dr. Zhiliang Ou, JP (Australia) and Mr. Fok Chi Tak and three independent non-executive Directors, namely Mr. Chan Ming Sun Jonathan, Mr. Ma Lin, and Mr. Lam Kwan Sing.

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