Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2017

Jun 12, 2017

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: 474)

PROPOSED BONUS ISSUE OF SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the extraordinary general meeting of Hao Tian Development Group Limited to be held at Room 2702, 27/F., 200 Gloucester Road, Wan Chai, Hong Kong on Wednesday, 5 July 2017 at 10:30 a.m. is set out on pages 13 to 15 of this circular.

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.

13 June 2017

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

“Board”

the board of Directors

“Bonus Issue”

the proposed allotment and issue of Bonus Shares to the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date on the basis of one (1) Bonus Share for every six (6) existing Shares held by the Qualifying Shareholders

“Bonus Share(s)”

the new Shares to be allotted and issued by way of Bonus Issue by the Company as described in this circular

“CCASS”

the Central Clearing and Settlement System established and operated by HKSCC

“Company” Hao Tian Development Group Limited（昊天發展集團有限 公司）, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 474)

“Directors”

“EGM”

the directors of the Company the extraordinary general meeting of the Company to be held and convened on Wednesday, 5 July 2017 at 10:30 a.m. for approving, among other things, the Bonus Issue

“Group”

the Company and its subsidiaries

“Hong Kong”

“HKSCC”

“HK$”

the Hong Kong Special Administrative Region of the People’s Republic of China Hong Kong Securities Clearing Company Limited Hong Kong dollars, the lawful currency of Hong Kong

“Latest Practicable Date” 8 June 2017, being the latest practicable date prior to the printing of this circular on which certain information contained herein could be ascertained

– 1 –

DEFINITIONS

• “Listing Committee”

the listing committee of the Stock Exchange

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Non-qualifying Shareholders” Overseas Shareholder(s) who is(are) excluded from participating in the Bonus Issue, details of which have been included in the paragraph under the heading of the “Overseas Shareholders” in this circular

• “Overseas Shareholders” Shareholder(s) whose name(s) appear(s) on the register of members of the Company on the Record Date and whose address(es) as shown in the register of members of the Company on that date is(are) outside Hong Kong

• “Qualifying Shareholders” holders of Shares, not being Non-qualifying Shareholders, whose addresses as shown on the register of members of the Company on the Record Date and are entitled to the Bonus Issue

• “Record Date”

• Tuesday, 18 July 2017, being the date for ascertaining and determining the entitlement of the Shareholders to the Bonus Issue

• “Share(s)”

• ordinary issued share(s) of HK$0.01 each in the share capital of the Company

• “Share Option Scheme” the share option scheme adopted by the Company on 25 September 2015

• “Shareholder(s)”

• registered holder(s) of the Shares

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “US$ and cents”

• United States dollars and cents, the lawful currency of the United States of America

• “%”

per cent

– 2 –

2017

EXPECTED TIMETABLE

The expected timetable for the Bonus Issue is set out below:

EVENTS

Despatch of circular and notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 13 June

Latest time for lodging transfer of Shares

for entitlement to attend and vote at the EGM . . . . . . . . . . . . . . . . . 4:30 p.m., Thursday, 29 June

Closure of register of members of the

Company for determining the identity of the

Shareholders who are entitled to attend and

vote at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . From Friday, 30 June to Wednesday, 5 July (both days inclusive)

Latest time to return form of proxy for the EGM . . . . . . . . . . . . . . . . . . 10:30 a.m., Monday, 3 July

Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m., Wednesday, 5 July

Publication of poll results announcement of the EGM . . . . . . . . . . . . . . . . . . . . . Wednesday, 5 July

The following events are subject to the satisfaction of the conditions of the Bonus Issue as set out in this circular:

Last day of dealings in Shares on a

cum-entitlement basis relating to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 11 July

First day of dealings in Shares on an

ex-entitlement basis in relating to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . Wednesday, 12 July

Latest time for lodging transfers of Shares

for registration in order to qualify for the Bonus Issue . . . . . . . . . . . 4:30 p.m., Thursday, 13 July

Closure of register of members of the

Company for determining entitlement

to the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . .From Friday, 14 July to Tuesday, 18 July (both days inclusive)

Record Date for determination of entitlement

to the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 18 July

– 3 –

EXPECTED TIMETABLE

EVENTS 2017
Register of members of the Company re-opens . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 19 July
Certificates of the Bonus Shares to be despatched . . . . . . . . . . . . . . . On or before Tuesday, 25 July
Dealings in Bonus Shares commence . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Wednesday, 26 July

Designated broker starts to stand in the market to provide matching services for the sale and purchase of odd lots of Shares . . . . . . . . . . . . . . . . . . . . . 9:00 a.m., Wednesday, 26 July Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of Shares . . . . . . . . . . . . . . . . . . . 4:00 p.m. Wednesday, 16 August

All times stated in this circular refer to Hong Kong local times and dates. Dates or deadlines stated in the timetable are indicative only and may be extended or varied. Any consequential changes to the expected timetable will be announced as and when appropriate.

– 4 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 474)

Executive directors: Registered office: Mr. Xu Hai Ying Cricket Square Dr. Zhiliang Ou, JP (Australia) Hutchins Drive Mr. Fok Chi Tak P.O. Box 2681 Grand Cayman KY1-1111 Independent Non-executive Directors: Cayman Islands Mr. Chan Ming Sun, Jonathan Mr. Lam Kwan Sing Head office and principal Mr. Lee Chi Hwa, Joshua place of Business: Rooms 4917-4932, 49th Floor Sun Hung Kai Centre 30 Harbour Road, Wanchai Hong Kong 13 June 2017

To all Shareholders

Dear Sir or Madam,

PROPOSED BONUS ISSUE OF SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 19 April 2017. The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the EGM and to give you notice of EGM, at which ordinary resolution(s) on the Bonus Issue will be proposed to consider.

– 5 –

LETTER FROM THE BOARD

PROPOSED BONUS ISSUE OF SHARES

On 19 April 2017, the Board recommended a Bonus Issue to the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date on the basis of one (1) Bonus Share for every six (6) existing Shares held by the Qualifying Shareholders, subject to the approval by the Shareholders at the EGM.

Details of the Bonus Issue are set out below:

Basis of Bonus Issue

Subject to the conditions set out under the paragraph headed “Conditions of the Bonus Issue” below having been fulfilled, the Bonus Shares will be issued and credited as fully paid at par on the basis of one (1) Bonus Share for every six (6) existing Shares held by the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date.

On the basis of 4,186,167,450 existing Shares in issue as at the Latest Practicable Date, and (i) assuming no further Shares will be issued or repurchased on or before the Record Date; and (ii) there are no Non-qualifying Shareholders, it is anticipated that a total of 697,694,575 Bonus Shares will be allotted and issued under the Bonus Issue and the amount of HK$6,976,946 would be capitalised from the share premium account upon the completion of the Bonus Issue. The Bonus Shares will be credited as fully paid at par by way of capitalisation of the amount equal to the total par value of the Bonus Shares standing to the credit of the share premium account of the Company. After the completion of the Bonus Issue, there will be a total of 4,883,862,025 Shares in issue as enlarged by the allotment and issue of the Bonus Shares.

Record Date and Closure of Register of Members

Subject to the conditions set out under the paragraph headed “Conditions of the Bonus Issue” below having been fulfilled, the Bonus Shares will be issued to the Qualifying Shareholders. Arrangement for the Non-qualifying Shareholders are further elaborated below under the paragraph headed “Overseas Shareholders”. The Company proposed to hold the EGM for approving the Bonus Issue on Wednesday, 5 July 2017. The register of members of the Company will be closed from Friday, 30 June 2017 to Wednesday, 5 July 2017 (both days inclusive), during which no transfer of Shares will be registered. In order to qualify for attendance of and voting at the EGM, all completed Share transfer documents together with the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Thursday, 29 June 2017.

– 6 –

LETTER FROM THE BOARD

For the purpose to determine the entitlement of the Shareholders under the Bonus Issue, the register of members of the Company will also be closed from Friday, 14 July 2017 to Tuesday, 18 July 2017 (both days inclusive), during which no transfer of Shares will be registered. In order to qualify for the Bonus Issue, non-registered Shareholders should ensure that Share transfer documents together with the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Thursday, 13 July 2017.

The actual number of Bonus Shares to be issued under the Bonus Issue will only be capable of determination after the Record Date.

Overseas Shareholders

If, as at the close of business on the Record Date, a Shareholder’s address as recorded on the register of members of the Company is in a place outside Hong Kong, the Board will make enquiries as to whether the Bonus Issue to the Overseas Shareholders may contravene the applicable securities legislation of the relevant overseas places or the requirements of the relevant regulatory body or stock exchange. If, after making such enquiry, the Board is of the opinion that there is no legal restriction(s) under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, such Overseas Shareholders will be permitted to participate in the Bonus Issue. If, however, after making such enquiry, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restriction(s) under the laws of the relevant place or any requirement of the relevant regulatory body or stock exchange in that place, not to offer to such Overseas Shareholders, no issue of the Bonus Shares will be made to such Overseas Shareholders.

Overseas Shareholders receiving a copy of the circular concerning the Bonus Issue may not treat the same as an invitation to participate in the Bonus Issue unless such invitation could lawfully be made to him/her/it without having to comply with any registration or other legal requirements in the relevant territory.

In circumstances where any Overseas Shareholders are not permitted to participate in the Bonus Issue, arrangements will then be made for the Bonus Shares which would otherwise have been issued to those Overseas Shareholders to be sold in the market as soon as practicable after dealings in Bonus Shares commence, if a premium, net of expenses, can be obtained. Any proceeds of such sale, after deduction of expenses, of HK$100 or more will be distributed in Hong Kong dollars to the relevant Overseas Shareholders and remittances will be posted to them, at their own risk. If the amount falling to be distributed to any such person is less than HK$100, it will be retained for the benefit of the Company.

– 7 –

LETTER FROM THE BOARD

According to the register of members of the Company, as at the Latest Practicable Date, there are Shareholders whose addresses are in Macau, Philippines, Australia, United States, United Kingdom, Canada and Malaysia. According to the advice of the legal advisors of the relevant jurisdictions, the Company may issue the Bonus Shares to those Shareholders.

All Shareholders residing outside Hong Kong are highly recommended that they should consult their bankers, brokers or other professional advisers as to whether any governmental or other consents are required or other formalities need to be observed to enable them to receive the Bonus Shares.

Status of Bonus Shares

The Bonus Shares, upon issued, will rank pari passu in all respects with the Shares then in issue, including the entitlement to receiving dividends and other distributions the record date for which is on or after the date of allotment and issue of those Bonus Shares.

Fraction of Bonus Shares

The total number of Bonus Shares to be issued to any Shareholders will be rounded down to a whole number, if there are any fractional entitlements of the Bonus Shares. Such fractional entitlements arising from the Bonus Issue (if any) will not be issued to the Shareholders, but will be aggregated and sold for the benefit of the Company.

Conditions of the Bonus Issue

The Bonus Issue is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders at the EGM approving the Bonus Issue;

• (ii) the Listing Committee granting the listing of, and permission to deal in, the Bonus Shares; and

• (iii) compliance with the relevant statutory procedures and requirements (if any) under the laws of the Cayman Islands and articles of association of the Company to effect the Bonus Issue.

– 8 –

LETTER FROM THE BOARD

Application for Listing

An application will be made by the Company to the Listing Committee for the listings of, and permission to deal in, the Bonus Shares. Apart from making listing application to the Listing Committee, the Board does not propose to make application to any other stock exchanges for the listing of, and permission to deal in, the Bonus Shares. No new class of securities is to be listed pursuant to the Bonus Issue and that all necessary arrangements will be made to enable the Bonus Shares to be admitted into the Central Clearing and Settlement System established and operated by HKSCC.

Certificates for the Bonus Shares

It is expected that certificates for the Bonus Shares will be posted by ordinary mail on or before Tuesday, 25 July 2017, after all the conditions having been fulfilled, at the risk of the Shareholders entitled thereto to their respective addresses shown on the register of members of the Company on the Record Date. In the case of a joint holding, the share certificates for the Bonus Shares will be posted to the address of the person whose name stands first on the register of members of the Company on the Record Date. Dealings in the Bonus Shares are expected to commence on Wednesday, 26 July 2017.

Each Shareholder will receive one Share certificate for all the Bonus Shares issued and allotted to him/her/it.

Adjustments to Share Options/Call Option/Emolument Shares

As at the Latest Practicable Date, save for (i) outstanding share options issued under the Share Option Scheme (the “ Share Options ”), (ii) the call option (the “ Call Option ”) granted by the Company to Vandi Investments Limited (details of which are set out in the announcement of the Company dated 22 May 2016) and (iii) the emolument shares (the “ Emolument Shares ”) to be allotted and issued to Mr. Fok Chi Tak (details of which are set out in the announcement of the Company dated 26 September 2016), the Company has no outstanding options, warrants or securities which are convertible or exchangeable into Shares.

The Bonus Issue may lead to adjustments to the exercise price or the number of Shares which may fall to be issued upon exercise of the outstanding Share Options, the Call Option and the Emolument Shares. The Company will notify the respective holders of the Share Options, the Call Option and the Emolument Shares and notify the Shareholders by way of announcement(s). Such adjustments, if any, will be certified by the auditor of the Company.

– 9 –

LETTER FROM THE BOARD

Reasons for the Bonus Issue

In recognition of the continual support of the Shareholders and to encourage the Shareholders to continue to support the Company’s future development, the Board decided to propose the Bonus Issue.

The Board believes that the Bonus Issue will allow the Shareholders to enjoy a pro-rata increase in the number of Shares held by them in the Company without incurring any significant costs to them. Although the price per Share on an ex-entitlement basis is expected to reduce proportionately and the Bonus Issue is not expected to increase the Shareholders’ proportionate equity interests in the Company, the Bonus Issue will increase the number of Shares to be held by the Shareholders, which will afford them with more flexibility in managing their own investment portfolios such as giving them more convenience in disposing of a portion of the Shares and realising a cash return to meet the individual Shareholders’ financial needs.

The Board also believes that even if the price per Share on an ex-entitlement basis may be reduced proportionately, the Bonus Issue will not change the rights or the proportionate equity interest of the Shareholders in the Company.

In addition, the Company would like to increase the total number of the issued Shares of the Company in the market. The Bonus Issue will reduce the price of each Share and the trading price of per board lot, and hence the trading volume and the liquidity of the Shares on the market could be increased. Whilst it is arguable that the Bonus Issue may reduce the value of each Shareholder’s holding in the Company due to the transaction costs involved in the Bonus Issue, it is expected that the transaction costs will be minimal.

The Board has also considered alternative methods such as a sub-division of Shares to achieve the above purposes. Having considered the simple administrative procedures to be involved and comparatively low expenses to be incurred for the Bonus Issue, the Directors consider that the Bonus Issue is a more appropriate way of achieving the abovementioned purposes taking into account the interests of the Company and the Shareholders as a whole.

Trading Arrangements

There will not be any change to the board lot size of the Shares.

– 10 –

LETTER FROM THE BOARD

Application will be made to the Listing Committee of the Stock Exchange for listing of and permission to deal in the Bonus Shares. Subject to the granting of listing of, and permission to deal in, the Bonus Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Bonus Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date on which dealings in the Bonus Shares commence on the Stock Exchange or such other date as shall be determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

It is expected that certificates for the Bonus Shares (which are not renounceable) will be posted to Shareholders on or before Tuesday, 25 July 2017 at their own risk and the first date of dealing in the Bonus Shares will be on or about Wednesday, 26 July 2017.

The Shares are not listed or dealt in on any stock exchange other than the Stock Exchange. The Directors do not intend to apply for listing of or permission to deal in the Bonus Shares on any stock exchange other than the Stock Exchange. Shareholders will receive one share certificate for all the Bonus Shares allotted to under the Bonus Issue.

Stamp duty in Hong Kong will be payable in respect of dealings in the Bonus Shares.

Arrangement on odd lot trading

In order to alleviate the difficulties arising from the existence of odd lots of Shares due to the Bonus Issue, the Company has appointed Kingston Securities Limited as the designated broker to stand in the market to provide matching services for the odd lots of the Shares on a best effort basis during the period from 9:00 a.m. on Wednesday, 26 July 2017 to 4:00 p.m. on Wednesday, 16 August 2017 (both days inclusive). Holders of odd lots of the Shares who wish to take advantage of these services either to dispose of their odd lots of the Shares or to top up to a board lot of 6,000 Shares may contact Ms. Jovanni Cai of Kingston Securities Limited at telephone number (852) 2298 6297 during the aforesaid period. Shareholders should note that the above matching services are on a best effort basis only and successful matching of the sale and purchase of odd lots of Shares is not guaranteed. Shareholders who are in doubt about such matching service are recommended to consult their own professional advisers.

EGM

The notice convening the EGM is set out on pages 13 to 15 of this circular. An ordinary resolution on the Bonus Issue will be proposed to consider.

– 11 –

LETTER FROM THE BOARD

As at the Latest Practicable Date and to the best knowledge, belief and information of the Directors having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to approve the Bonus Issue at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are advised to read the notice and to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

VOTING BY POLL AT THE EGM

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by way of a poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolution to be considered and, if thought fit, passed at the EGM will be voted by way of a poll by the Shareholders. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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.

RECOMMENDATION

The Directors consider that the ordinary resolutions in respect of the proposed Bonus Issue is in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of such resolutions at the EGM.

Yours faithfully,

By Order of the Board

Hao Tian Development Group Limited Fok Chi Tak

Executive Director

– 12 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 474)

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 Room 2702, 27/F., 200 Gloucester Road, Wan Chai, Hong Kong on Wednesday, 5 July 2017 at 10:30 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

“ THAT

• (A) conditional upon the listing committee of The Stock Exchange of Hong Kong Limited granting listing of and permission to deal in the new shares of HK$0.01 each of the Company to be issued pursuant to this resolution, and upon the recommendation of the directors of the Company (the “ Director ( s )”), an appropriate amount standing to the credit of the share premium account of the Company be capitalized to pay up in full at par, such number of new shares of HK$0.01 each of the Company which is equal to one-sixth of the total number of the issued shares in the Company (the “ Bonus Share ( s )”) on Wednesday, 18 July 2017 (“ Record Date ”) which shall be allotted and issued credited as fully paid to and among the shareholders of the Company whose names are on the register of members of the Company at the close of business on the Record Date on the basis of one Bonus Share for every six ordinary shares of HK$0.01 each in the Company (“ Shares ”) held by such shareholders of the Company on the Record Date (the “ Bonus Issue ”), other than those shareholders (the “ Non-Qualifying Shareholders ”) whose addresses as shown on the register of members of the Company at the close of business on the Record Date are in jurisdiction outside Hong Kong and in respect of whom the Directors consider the exclusion from the Bonus Issue to be necessary or expedient in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the memorandum and articles of association of the Company;

– 13 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (B) the Bonus Shares to be allotted and issued pursuant to Resolution (A) shall rank pari passu in all respects with the existing issued Shares and that the Directors be and are hereby authorised to deal with any fractions arising from the Bonus Issue including, without limitation, the aggregation and the sale of the Bonus Shares representing such fractions and to retain the net proceeds for the benefit of the Company;

• (C) the Directors and/or the company secretary of the Company be and are hereby authorized to arrange for the Bonus Shares which would otherwise have been issued to the Non-Qualifying Shareholders, if any, to be sold in the market as soon as practicable after dealing in the Bonus Shares commence, and distribute the net proceeds of sale, after deduction of expenses, in Hong Kong dollars to the NonQualifying Shareholders, if any, pro rata to their respective shareholdings and to post to them the remittances therefor at their own risk, unless the amount to be distributed to any such persons is less than HK$100, in which case the Directors and/ or the company secretary of the Company be and are hereby authorized to retain such amount for the benefit of the Company; and

• (D) the Directors be and are hereby authorised to do all acts and things as may be necessary and expedient in connection with the Bonus Issue and/or the issue of the Bonus Shares.”

By Order of the Board Hao Tian Development Group Limited Fok Chi Tak Executive Director

Hong Kong, 13 June 2017

Principal place of business in Hong Kong:

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

Hong Kong

– 14 –

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 1712-1716, 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. Lam Kwan Sing and Mr. Lee Chi Hwa, Joshua.

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